MONARCH FUNDS, 485BPOS, 1999-12-30

MONARCH FUNDS
485BPOS, 1999-12-30

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As filed with the Securities and Exchange Commission on December 30, 1999

File Nos. 33-49570 and 811-6742

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Post-Effective Amendment No. 20

AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 21

MONARCH FUNDS

Two Portland Square
Portland, Maine 04101

(207) 879-1900

David I. Goldstein, Esq.
Forum Fund Services, LLC
Two Portland Square
Portland, Maine 04101

Copies to:

R. Darrell Mounts, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036

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

It is proposed that this filing will become effective:

[ ] immediately upon filing pursuant to Rule 485, paragraph (b)
[X] on December 31, 1999 pursuant to Rule 485, paragraph (b)
[ ] 60 days after filing pursuant to Rule 485, paragraph (a)(1)
[ ] on _________________ pursuant to Rule 485, paragraph (a)(1)
[ ] 75 days after filing pursuant to Rule 485, paragraph (a)(2)
[ ] on _________________ pursuant to Rule 485, paragraph (a)(2)

this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered: Universal, Institutional and Investor
Shares of Treasury Cash Fund, Government Cash Fund and Cash Fund. Each Fund is
structured as a master-feeder fund. This amendment is also executed by Core
Trust (Delaware).

LOGO

PROSPECTUS
UNIVERSAL SHARES

JANUARY 1, 2000

TREASURY CASH FUND

GOVERNMENT CASH FUND

CASH FUND

THREE MONEY MARKET FUNDS THAT EACH SEEK TO PROVIDE HIGH CURRENT INCOME TO
THE EXTENT CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE
OF LIQUIDITY.

TABLE OF CONTENTS

Summary..........................2 Your Account........................6
Performance......................4 Other Information...................10
Fee Tables.......................5 Financial Highlights................11
Management.......................5 For More Information................12

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THE FUNDS' SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

SUMMARY

This Prospectus offers Universal Shares of three money market funds -- Treasury
Cash Fund, Government Cash Fund and Cash Fund (the "Funds"). Universal Shares
are designed for institutional investors and have a $1,000,000 minimum initial
investment.

INVESTMENT OBJECTIVES

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.

PRINCIPAL INVESTMENT STRATEGIES

DEFINITIONS

MONEY MARKET SECURITY means a high credit quality, short-term, U.S
dollar denominated debt security
TREASURY SECURITY means a security that is issued or guaranteed by the
U.S. Treasury
GOVERNMENT SECURITY means a security that is issued or guaranteed by
the U.S. Government, its agencies or instrumentalities
REPURCHASE AGREEMENT means a transaction in which a Fund purchases
securities and simultaneously commits to resell the securities to
the other party at an agreed-upon date and at a price reflecting a
market rate of interest

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

Each Fund invests substantially all of its assets in another mutual fund (a
"Portfolio") which has the same investment objective and substantially similar
investment policies. The Portfolios in which the Funds invest and their primary
investments are:
<TABLE>
<S> <C>
FUND/PORTFOLIO PRIMARY INVESTMENTS
Treasury Cash Fund/ At least 65% of total assets in Treasury Securities and Repurchase
Treasury Cash Portfolio Agreements backed by Treasury Securities
Government Cash Fund/ At least 65% of total asets in Government Securities and
Government Cash Portfolio Repurchase Agreements backed by Government Securities
Cash Fund/ A broad spectrum of Money market Securities including:
Cash Portfolio o securities issued by financial institutions, such as certificates of
deposit, bankers' acceptances and time deposits
o securities issued by domestic companies, such as commercial
paper
o Government Securities
o Repurchase Agreements
</TABLE>

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

The Adviser may sell a security if:
o revised economic forecasts or interest rate outlook requires a
repositioning of the Portfolio
o the security subsequently fails to meet the Adviser's investment criteria
o funds are needed for another purpose.

2
<PAGE>

PRINCIPAL RISKS OF INVESTING IN A FUND

An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although each Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in a Fund.

There is no assurance that any Fund will achieve its investment objective. An
investment in a Fund is not by itself a complete or balanced investment program.
The principal risks of investing in a Fund are described below. These risks can
result in a decrease in the value of a security or all the securities owned by a
Fund and, therefore, a change in the Fund's $1.00 per share value. These risks
also can result in lower investment performance.

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

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

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

3
<PAGE>

PERFORMANCE

The following charts and tables provide some indication of the risks of
investing in a Fund's Universal Shares by showing changes in performance from
year to year and investment returns. Because Universal Shares of Treasury Cash
Fund have yet to commence operations, the information provided below is for
Treasury Cash Fund's Institutional Shares. The returns for Universal Shares will
be higher than those of Institutional Shares because of the lower expenses of
Universal Shares. To obtain current yield information, call toll free (800)
754-8757. PERFORMANCE INFORMATION PRESENTED HERE REPRESENTS ONLY PAST
PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE RESULTS.

The following charts show the annual total returns for each full calendar year
that the Funds have operated.

YEAR ENDED 12/31

TREASURY CASH FUND
[EDGAR representation of bar chart]

1994 3.75%
1995 5.54%
1996 4.99%
1997 5.05%
1998 4.96%

Best Quarter: 1.39% (quarter ended 6/30/95)

Worst Quarter: 0.67% (quarter ended 3/31/94)

1/1/99 to 9/30/99 Total Return: 3.31%

GOVERNMENT CASH FUND
[EDGAR representation of bar chart]

1993 3.24%
1994 4.29%
1995 6.01%
1996 5.44%
1997 5.56%
1998 5.49%

Best Quarter: 1.51% (quarter ended 6/30/95)

Worst Quarter: 0.78% (quarter ended 3/31/94)

1/1/99 to 9/30/99 Total Return: 3.65%

CASH FUND
[EDGAR representation of bar chart]

1993 3.32%
1994 4.32%
1995 5.96%
1996 5.36%
1997 5.56%
1998 5.55%

Best Quarter: 1.50% (quarter ended 6/30/95)

Worst Quarter: 0.79% (quarter ended 3/31/94)

1/1/99 to 9/30/99 Total Return: 3.71%

The following table lists the average annual total return for each Fund as of
December 31, 1998.
<TABLE>
<S> <C> <C> <C> <C>
ONE YEAR FIVE YEARS SINCE INCEPTION INCEPTION DATE
TREASURY CASH FUND 4.96% 4.86% 4.67% 7/12/93
GOVERNMENT CASH FUND 5.49% 5.36% 4.95% 10/29/92
CASH FUND 5.55% 5.35% 4.99% 12/1/92

</TABLE>

FEE TABLES

The following tables describe the various fees and expenses that you will pay if
you invest in a Fund. Expenses for Treasury Cash Fund are estimated for the
fiscal year ending August 31, 2000 and expenses for each other Fund are based on
amounts incurred during the fiscal year ended August 31, 1999. Expenses are
stated as a percentage of average net assets. There are no charges to purchase
or redeem Fund shares.

4
<PAGE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)(1)
<TABLE>
<S> <C> <C> <C>
TREASURY GOVERNMENT CASH
CASH FUND CASH FUND FUND
Management Fees(2) 0.13% 0.13% 0.13%
Distribution (Rule 12b-1) Fees None None None
Other Expenses 0.12% 0.12% 0.12%
Total Annual Fund Operating Expenses(3) 0.25% 0.25% 0.25%
</TABLE>

(1) EACH FUND'S EXPENSES INCLUDE ITS PRO-RATA SHARE OF THE EXPENSES OF ITS
CORRESPONDING PORTFOLIO.
(2) INCLUDES ALL INVESTMENT ADVISORY AND ADMINISTRATION FEES.
(3) CERTAIN SERVICE PROVIDERS VOLUNTARILY WAIVED A PORTION OF THEIR FEES
FOR GOVERNMENT CASH FUND AND CASH FUND. ACTUAL TOTAL ANNUAL FUND
OPERATING EXPENSES FOR GOVERNMENT CASH FUND AND FOR CASH FUND WERE 0.18%

EXAMPLE

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

Treasury Cash Fund $26 $80 $141 $318
Government Cash Fund $26 $80 $141 $318
Cash Fund $26 $80 $141 $318

</TABLE>

MANAGEMENT

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

THE ADVISER

Each Portfolio's investment adviser is Forum Investment Advisors, LLC, Two
Portland Square, Portland, Maine 04101. The Adviser's primary business is fixed
income investment management and, in addition to the Portfolios, advises two
other money market funds and five taxable and tax-free bond funds. The Adviser
is a privately owned company controlled by John Y. Keffer, who is Chairman of
the Board.

The Adviser makes investment decisions for each Portfolio. During the Funds'
last fiscal year, the advisory fees paid to the Adviser for each Portfolio were
0.03% of the Portfolio's average daily net assets.

OTHER SERVICE PROVIDERS

The Forum Financial Group ("Forum") of companies provides various services to
each Fund. As of October 31, 1999, Forum provided administration and
distribution services to investment companies and collective investment funds
with assets of approximately $93.4 billion.

Forum Shareholder Services, LLC (the "Transfer Agent") is each Fund's transfer
agent.

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

5
<PAGE>

FUND EXPENSES

Each Fund pays for all of its expenses. Expenses of Universal Shares include the
Shares' own expenses as well as Trust expenses that are allocated among the
Funds, their classes of shares and any other funds of the Trust. The Adviser or
other service providers may voluntarily waive all or any portion of their fees
and/or reimburse certain expenses. Any fee waiver or expense reimbursement
increases investment performance for the period during which the waiver or
reimbursement is in effect.

YOUR ACCOUNT

You may contact the Trust for an account application or for further information
regarding the Funds.

HOW TO CONTACT THE FUNDS

WRITE TO US AT: WIRE INVESTMENTS TO US AT:
Monarch Funds Imperial Bank
P.O. Box 446 ABA #122201444
Portland, Maine 04112 FOR CREDIT TO:
Forum Shareholder Services, LLC
TELEPHONE US AT: Account # 09075-933
(800) 754-8757 (Name of Your Fund)
(Your Name)
(Your Account Number)]

GENERAL INFORMATION

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

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

ORDER MUST BE RECEIVED BY: PAYMENT MUST BE RECEIVED BY:
11:00 a.m., Pacific time 1:00 p.m., Pacific time

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

If you purchase shares directly from a Fund, you will receive monthly statements
and a confirmation of each transaction. You should verify the accuracy of all
transactions in your account as soon as you receive your confirmations. Each
Fund reserves the right to waive minimum investment amounts and may temporarily
suspend (during unusual market conditions) or discontinue any service or
privilege.

WHEN AND HOW NAV IS DETERMINED Each Fund calculates its NAV as of 1:00 p.m.,
Pacific time, on each weekday except on Federal holidays and other days that the
Federal Reserve Bank of San Francisco is closed ("Fund Business Days"). The time
at which NAV is calculated may change in case of an emergency. In order to
maintain a stable NAV of $1.00 per share, each Portfolio values the securities
in its portfolio on an amortized cost basis.

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

6
<PAGE>

BUYING SHARES

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

CHECKS Checks must be made payable on their face to "Monarch Funds." No
other method of check payment is acceptable.

WIRES Instruct your financial institution to make a Federal Funds wire
payment to us. Your financial institution may charge you a fee for this
service.

MINIMUM INVESTMENTS The minimum initial investment in Universal Shares is
$1,000,000.

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

INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS: o Instructions must be signed by all persons required
Individual accounts are owned by one person, as are sole to sign exactly as their names appear on the account.
proprietorship accounts. Joint accounts can have two or more
owners.
BUSINESS ENTITIES o For entities with officers, submit a
Corporate/Organization Resolution form or similiar
document.
o For entities with partners or other interested parties,
submit a Corporate/Organization Resolution form or
similiar document.
TRUSTS o The trust must be established before an account can
be opened.
o Submit a Corporate/Organization Resolution form or
similiar document.

</TABLE>

7
<PAGE>

INVESTMENT PROCEDURES

<TABLE>
<S> <C>
HOW TO OPEN AN ACCOUNT HOW TO ADD TO YOUR
BY CHECK BY CHECK
o Call or write us for an account application and/or a o Fill out an investment slip from a confirmation or
Corporate/Organization Resolution form. write us a letter.
o Complete the application. o Write your account number on your check.
o Mail us your application and a check. o Mail us the slip (or your letter) and the check.

BY WIRE BY WIRE

o Call or write us for an account application and/or a o Call to notify us of your incoming wire.
Corporate/Organization Resolution form. o Instruct your bank to wire your money to us.
o Complete the application.
o Call us and we will assign you an account number.
o Mail us your application.
o Instruct your bank to wire your money to us.

</TABLE>

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

SELLING SHARES

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

8
<PAGE>

HOW TO SELL SHARES FROM YOUR ACCOUNT

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o The Fund name

o The dollar amount or number of shares you want to sell
o How and where to send the redemption proceeds.
o Obtain a signature guarantee (if required).
o Obtain other documentation (if required).
o Mail us your request and documentation.

BY WIRE

o Wire redemptions are only available if your redemption is for $5,000 or
more and you did not decline wire redemption privileges on your account
application.
o Call us with your request (unless you declined telephone redemption
privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail").

BY TELEPHONE

o Call us with your request (unless you declined telephone redemption
privileges on your account application).
o Provide the following information:
o Your account number
o Exact name(s) in which the account is registered
o Additional form of identification.

o Redemption proceeds will be:
o Mailed to you OR

o Wired to you (unless you declined wire redemption privileges on your
account application) (See "By Wire").

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

WIRE REDEMPTION PRIVILEGES You may redeem your shares by wire unless you
declined wire redemption privileges on your account application. The minimum
amount that may be redeemed by wire is $5,000. If the Transfer Agent receives
your wire redemption order after 11:00 a.m., Pacific time (or other time as may
be determined), the Transfer Agent will wire proceeds to you on the next Fund
Business Day.

SIGNATURE GUARANTEE REQUIREMENTS To protect you and each Fund against fraud,
signatures on certain requests must have a "signature guarantee." A signature
guarantee verifies the authenticity of your signature. You can obtain one from
most banking institutions or securities brokers, but not from a notary public.
Specific requirements are listed in the SAI or may be obtained by calling the
Transfer Agent.

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

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

EXCHANGE PRIVILEGES

You may exchange Universal Shares of a Fund for Universal Shares of another
Fund.

9
<PAGE>

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

HOW TO EXCHANGE

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account numbers

o The names of the Funds from which you are selling and into which you
are exchanging
o The dollar amount or number of shares you want to sell (and exchange)
o Open a new account and complete an account application if you are
requesting different shareholder privileges.
o Mail us request and documentation.

BY TELEPHONE

o Call us with your request (unless you declined telephone redemption
privileges on your account application).
o Provide the following information:
o Your account number
o Exact name(s) in which account is registered
o Additional form of identification.

OTHER INFORMATION

ADDITIONAL INVESTMENT POLICIES

The Funds and Portfolios operate in accordance with "Rule 2a-7" under the
Investment Company Act of 1940. All restrictions relating to maturity, credit
quality and diversification are interpreted in accordance with that rule.

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

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 Portfolios limit these securities to those
with an interest rate that is adjusted based solely on a single short-term rate
or index, such as the Prime Rate.

CORE AND GATEWAY(Registered Trademark)

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

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

CLASSES OF SHARES

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

10
<PAGE>

DISTRIBUTIONS

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

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

TAXES

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

A Fund's distribution of net income (including short-term capital gain) is
taxable to you as ordinary income. A Fund's distribution of long-term capital
gain, if any, is taxable to you as long-term capital gain regardless of how long
you have held Fund shares.

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

FINANCIAL HIGHLIGHTS

The following table is intended to help you understand the performance of
Universal Shares of the Funds. Data for Institutional Shares of Treasury Cash
Fund is included in the table as Universal Shares of that Fund had not commenced
operations as of August 31, 1999. Total return in the table represents the rate
an investor would have earned on an investment in a Fund (assuming the
reinvestment of all distributions). This information has been audited by KPMG
LLP. Each Fund's financial statements and the independent auditor's report are
included in the Annual Report dated August 31, 1999, which is available upon
request, without charge.

As of August 31, 1999 the net assets of Treasury Cash Portfolio were
$287,758,076, of Government Cash Portfolio were $732,787,465 and of Cash
Portfolio were $937,534,839.
<TABLE>
<S> <C> <C> <C> <C> <C>
SELECTED DATA FOR A SINGLE SHARE
---------------------------------------------

Beginning Distribution Ending
Net Asset Net From Net Net Asset
Year Ended August 31 Value Per Investment Investment Value per Total
Share Income Income Share Return
TREASURY CASH FUND
INSTITUTIONAL
SHARES
1999 $ 1.00 $0.04 $ (0.04) $ 1.00 4.50%
1998 1.00 0.05 (0.05) 1.00 5.11%
1997 1.00 0.05 (0.05) 1.00 4.98%
1996 1.00 0.05 (0.05) 1.00 5.15%
1995 1.00 0.05 (0.05) 1.00 5.28%
GOVERNMENT CASH FUND
UNIVERSAL SHARES
1999 1.00 0.05 (0.05) 1.00 5.00%
1998 1.00 0.05 (0.05) 1.00 5.63%
1997 1.00 0.05 (0.05) 1.00 5.49%
1996 1.00 0.05 (0.05) 1.00 5.59%
1995 1.00 0.06 (0.06) 1.00 5.78%
CASH FUND
UNIVERSAL SHARES
1999 1.00 0.05 (0.05) 1.00 5.09%
1998 1.00 0.06 (0.06) 1.00 5.65%
1997 1.00 0.05 (0.05) 1.00 5.43%
1996 1.00 0.05 (0.05) 1.00 5.53%
1995 1.00 0.06 (0.06) 1.00 5.75%

RATIOS/SUPPLEMENTAL DATA
---------------------------------------------
Net Ratios to
Assets at Average Net Assets
End of ----------------------------------
Period Net
Year Ended August 31 (000's Net Investment Gross
Omitted) Expenses Income Expense
TREASURY CASH FUND
INSTITUTIONAL SHARES
1999 $ 55,134 0.45% 4.43% 0.62%
1998 91,122 0.45% 5.00% 0.67%
1997 40,830 0.45% 4.89% 0.66%
1996 79,259 0.45% 5.01% 0.69%
1995 28,530 0.42% 5.18% 0.86%
GOVERNMENT CASH FUND
UNIVERSAL SHARES
1999 277,548 0.18% 4.88% 0.25%
1998 253,644 0.18% 5.48% 0.26%
1997 230,410 0.17% 5.35% 0.26%
1996 248,986 0.19% 5.43% 0.28%
1995 182,546 0.24% 5.46% 0.52%
CASH FUND
UNIVERSAL SHARES
1999 98,705 0.18% 4.99% 0.25%
1998 91,671 0.18% 5.48% 0.29%
1997 8,453 0.23% 5.32% 0.47%
1996 3,272 0.27% 5.48% 0.43%
1995 26,525 0.27% 5.59% 0.56%
</TABLE>

11
<PAGE>

(A) DURING EACH PERIOD, CERTAIN 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.

12
<PAGE>

<TABLE>
<S> <C>
MONARCH FUNDS

UNIVERSAL SHARES

TREASURY CASH FUND
GOVERNMENT CASH FUND
CASH FUND

FOR MORE INFORMATION

The following documents are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS
Additional information about each Fund's investments is available in
the Fund's annual and semi-annual reports to shareholders.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI provides more detailed information about each Fund and is incorporated
by reference into this Prospectus.

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

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112
(207) 879-0001
(800) 754-8757

SECURITIES AND EXCHANGE COMMISSION INFORMATION
You can also review the Funds' reports (when available)
and SAIs at the Public Reference Room of the Securities
and Exchange Commission ("SEC").
You can get copies, for a fee, by writing to the following:

Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549-6009
E-mail address: [email protected]

The scheduled hours of operation of the Public Reference Room may be
obtained by calling the SEC at 1-202-942-8090. Free copies of the reports
and SAIs are available from the SEC's Internet Web Site at
http://www.sec.gov.

Investment Company Act File No. 811-6742

Monarch Funds
Two Portland Square
Portland, Maine 04101
(800) 754-8757

</TABLE>

13
<PAGE>

LOGO

PROSPECTUS
INSTITUTIONAL SHARES

January 1, 2000

TREASURY CASH FUND

GOVERNMENT CASH FUND

CASH FUND

THREE MONEY MARKET FUNDS THAT EACH SEEK TO PROVIDE HIGH
CURRENT INCOME TO THE EXTENT CONSISTENT WITH THE
PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY.

TABLE OF CONTENTS

Summary........................2 Your Account.....................6
Performance....................4 Other Information................10
Fee Tables.....................5 Financial Highlights.............11
Management.....................5 For MoreInformation..............12

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THE FUNDS' SHARES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

SUMMARY

This Prospectus offers Institutional Shares of three money market funds --
Treasury Cash Fund, Government Cash Fund and Cash Fund (the "Funds").
Institutional Shares are sold to banks, trust companies and certain other
financial institutions for their own and their customer accounts and have a
$100,000 minimum initial investment.

INVESTMENT OBJECTIVES

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.

PRINCIPAL INVESTMENT STRATEGIES

DEFINITIONS

MONEY MARKET SECURITY means a high credit quality, short-term, U.S.
dollar denominated debt security
TREASURY SECURITY means a security that is issued or guaranteed by the
U.S. Treasury
GOVERNMENT SECURITY means a security that is issued or guaranteed by
the U.S. Government, its agencies or instrumentalities
REPURCHASE AGREEMENT means a transaction in which a Fund purchases
securities and simultaneously commits to resell the securities to the
other party at an agreed-upon date and at a price reflecting a market
rate of interest

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

Each Fund invests substantially all of its assets in another mutual fund (a
"Portfolio") which has the same investment objective and substantially similar
investment policies. The Portfolios in which the Funds invest and their primary
investments are:
<TABLE>
<S> <C>
FUND/PORTFOLIO PRIMARY INVESTMENTS
Treasury Cash Fund/ At least 65% of total assets in Treasury Securities and Repurchase
Treasury Cash Portfolio Agreements backed by Treasury Securities
Government Cash Fund/ At least 65% of total assets in Government Securities and
Government Cash Portfolio Repurchase Agreements backed by Government Securities
Cash Fund/ A broad spectrum of Money Market Securities including:
Cash Portfolio o securities issued by financial institutions, such as certificates of
deposits, bankers' acceptances and time deposits
o securities issued by domestic companies, such as commercial paper
o Government Securities
o Repurchase Agreements
</TABLE>

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

2
<PAGE>

PRINCIPAL RISKS OF INVESTING IN A FUND

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

3
<PAGE>

PERFORMANCE

The following charts and tables provide some indication of the risks of
investing in a Fund's Institutional Shares by showing changes in performance
from year to year and investment returns. To obtain current yield information,
call toll free (800) 754-8757. PERFORMANCE INFORMATION PRESENTED HERE REPRESENTS
ONLY PAST PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE RESULTS.

The following charts show the annual total returns for each full calendar year
that the Funds have operated.

TREASURY CASH FUND
[EDGAR respresentation of bar chart]

1994 3.75%
1995 5.54%
1996 4.99%
1997 5.05%
1998 4.96%

Best Quarter: 1.39% (quarter ended 6/30/95)

Worst Quarter: 0.67% (quarter ended 3/31/94)

1/1/99 to 9/30/99 Total Return: 3.31%

GOVERNMENT CASH FUND
[EDGAR representation of bar chart]

1994 4.01%
1995 5.65%
1996 5.03%
1997 5.15%
1998 5.08%

Best Quarter: 1.42% (quarter ended 6/30/95)

Worst Quarter: 0.71% (quarter ended 3/31/94)

1/1/99 to 9/30/99 Total Return: 3.36%

CASH FUND
[EDGAR representation of bar chart]

1994 4.03%
1995 5.67%
1996 5.05%
1997 5.17%
1998 5.14%

Best Quarter: 1.43% (quarter ended 6/30/95)

Worst Quarter: 0.73% (quarter ended 3/31/94)

1/1/99 to 9/30/99 Total Return: 3.41%

The following table lists the average annual total return for each Fund as of
December 31, 1998.
<TABLE>
<S> <C> <C> <C> <C>
ONE YEAR FIVE YEARS SINCE INCEPTION INCEPTION DATE
TREASURY CASH FUND 4.96% 4.86% 4.67% 7/12/93
GOVERNMENT CASH FUND 5.08% 4.98% 4.81% 7/15/93
CASH FUND 5.14% 5.01% 4.84% 7/15/93

</TABLE>

4
<PAGE>

FEE TABLES

The following tables describe the various fees and expenses that you will pay if
you invest in Institutional Shares of a Fund. Expenses for each Fund are based
on amounts incurred during the fiscal year ended August 31, 1999. Expenses are
stated as a percentage of average net assets. There are no charges for
purchasing or redeeming Fund shares.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)(1)

<TABLE>
<S> <C> <C> <C>
TREASURY CASH FUND GOVERNMENT CASH FUND CASH
FUND

Management Fees(2) 0.13% 0.13% 0.13%
Distribution (12b-1) Fees None None None
Other Expenses 0.49% 0.46% 0.47%
Total Annual Fund Operating Expenses(3) 0.62% 0.59% 0.60%
</TABLE>

(1) EACH FUND'S EXPENSES INCLUDE ITS PRO-RATA SHARE OF THE EXPENSES OF ITS
CORRESPONDING PORTFOLIO.
(2) INCLUDES ALL INVESTMENT ADVISORY AND ADMINISTRATION FEES.
(3) CERTAIN SERVICE PROVIDERS VOLUNTARILY WAIVED A PORTION OF THEIR FEES.
ACTUAL TOTAL ANNUAL FUND OPERATING EXPENSES FOR TREASURY CASH FUND WERE
0.45% AND FOR GOVERNMENT CASH FUND AND FOR CASH FUND WERE 0.57%.

EXAMPLE

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

<TABLE>
<S> <C> <C> <C> <C>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS

Treasury Cash Fund $63 $199 $346 $775
Government Cash Fund $60 $188 $327 $732
Cash Fund $61 $192 $335 $751
</TABLE>

MANAGEMENT

THE ADVISER

5
<PAGE>

OTHER SERVICE PROVIDERS

Forum Shareholder Services, LLC (the "Transfer Agent") is each Fund's transfer
agent.

Each Fund has entered into a shareholder service agreement under which the Fund
pays its administrator for the servicing of shareholder accounts. The fees paid
under the shareholder service agreement may be paid to various financial
institutions that provide services to their customers invested in Institutional
Shares.

FUND EXPENSES

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

YOUR ACCOUNT

HOW TO CONTACT THE FUNDS

You may either the Trust for an account application or for further information
regarding the Funds.

GENERAL INFORMATION

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

ORDER MUST BE RECEIVED BY: PAYMENT MUST BE RECEIVED BY:
11:00 a.m., Pacific time 1:00 p.m., Pacific time

6
<PAGE>

BUYING SHARES

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

CHECKS Checks must be made payable on their face to "Monarch Funds." No
other method of check payment is acceptable.

WIRES Instruct your financial institution to make a Federal Funds wire
payment to us. Your financial institution may charge you a fee for this
service.

MINIMUM INVESTMENTS The minimum initial investment in Institutional Shares is
$100,000.

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

INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS: o Instructions must be signed by all persons
Individual accounts are owned by one person, as are sole required to sign exactly as their names appear on
proprietorship accounts. Joint accounts can have two or the account.
more owners.
BUSINESS ENTITIES o For entities with officer, submit a
Corporate/Organization Resolution form or similiar
document.
o For entities with partners or other interested parties,
submit a Corporate/Organization Resolution form or
similiar document.
TRUSTS o The trust must be established before an
account can be opened.
o Submit a Corporate/organization Resolution form
or similiar document.
</TABLE>

7
<PAGE>

INVESTMENT PROCEDURES

<TABLE>
<S> <C>
HOW TO OPEN AN ACCOUNT HOW TO ADD TO YOUR ACCOUNT
BY CHECK BY CHECK
o Call or write us for an account application and/or a o Fill out an investment slip from a confirmation or
Corporate/Organization Resolution form. write us a letter.
o Complete the application. o Write your account number on your check.
o Mail us your application and a check. o Mail us the slip (or your letter) and the check.

BY WIRE BY WIRE

</TABLE>

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

SELLING SHARES

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

8
<PAGE>

HOW TO SELL SHARES FROM YOUR ACCOUNT

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o The Fund name

BY WIRE

BY TELEPHONE

o Call us with your request (unless you declined telephone redemption
privileges on your account application)
o Provide the following information:
o Your account number
o Exact name(s) in which the account is registered
o Additional form of identification.

o Redemption proceeds will be:
o Mailed to you OR

o Wired to you (unless you declined wire redemption privileges on your
account application) (See "By Wire").

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

EXCHANGE PRIVILEGES

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

9
<PAGE>

HOW TO EXCHANGE
BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account numbers

o The names of the Funds from which you are selling and into which
you are exchanging
o The dollar amount or number of shares you want to sell (and
exchange).
o Open a new account and complete an account application if you are
requesting different shareholder privileges.
o Mail us request and documentation.

BY TELEPHONE

o Call us with your request (unless you declined telephone redemption
privileges on your account application).
o Provide the following information:
o Your account number
o Exact name(s) in which account is registered
o Additional form of identification.

OTHER INFORMATION

ADDITIONAL INVESTMENT POLICIES

CORE AND GATEWAY(Registered Trademark)

CLASSES OF SHARES

In addition to Institutional Shares, each Fund offers Universal Shares and
Investor Shares. You may obtain prospectuses describing these classes of shares
from the Funds' distributor by contacting the Transfer Agent. Universal Shares
are sold to institutional investors and Investor Shares are sold to retail
investors. Each class has different fees and investment minimums.

10
<PAGE>

DISTRIBUTIONS

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

TAXES

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

11
<PAGE>

FINANCIAL HIGHLIGHTS

The following table is intended to help you understand the performance of
Institutional Shares of the Funds. Total return in the table represents the rate
an investor would have earned on an investment in a Fund (assuming the
reinvestment of all distributions). This information has been audited by KPMG
LLP. Each Fund's financial statements and the independent auditor's report are
included in the Annual Report dated August 31, 1999, which is available upon
request, without charge.

As of August 31, 1999 the net assets of Treasury Cash Portfolio were
$287,758,076, of Government Cash Portfolio were $732,787,465 and of Cash
Portfolio were $937,534,839.

SELECTED DATA FOR A SINGLE SHARE
---------------------------------------------

<TABLE>
<S> <C> <C> <C> <C> <C>
Beginning Distribution Ending
Net Asset Net From Net Net Asset
Value Per Investment Investment Value per Total
Share Income Income Share Return

Year Ended August 31

TREASURY CASH FUND
1999 $ 1.00 $0.04 $ (0.04) $ 1.00 4.50%
1998 1.00 0.05 (0.05) 1.00 5.11%
1997 1.00 0.05 (0.05) 1.00 4.98%
1996 1.00 0.05 (0.05) 1.00 5.15%
1995 1.00 0.05 (0.05) 1.00 5.28%
GOVERNMENT CASH FUND
1999 1.00 0.05 (0.05) 1.00 4.59%
1998 1.00 0.05 (0.05) 1.00 5.22%
1997 1.00 0.05 (0.05) 1.00 5.06%
1996 1.00 0.05 (0.05) 1.00 5.18%
1995 1.00 0.05 (0.05) 1.00 5.46%
CASH FUND
1999 1.00 0.05 (0.05) 1.00 4.68%
1998 1.00 0.05 (0.05) 1.00 5.24%
1997 1.00 0.05 (0.05) 1.00 5.07%
1996 1.00 0.05 (0.05) 1.00 5.22%
1995 1.00 0.06 (0.06) 1.00 5.23%

RATIOS/SUPPLEMENTAL DATA
---------------------------------------------
Ratios To
Average Net Assets
Net -------------------------------
Assets at
End of
Period
(000's
Year Ended August 31 Omitted) Net Investment Gross
Net Expenses Income Expenses(a)
TREASURY CASH FUND
1999 55,134 0.45% 4.43% 0.62%
1998 91,122 0.45% 5.00% 0.67%
1997 40,830 0.45% 4.89% 0.66%
1996 79,259 0.45% 5.01% 0.69%
1995 28,530 0.42% 5.18% 0.86%
GOVERNMENT CASH FUND
1999 455,239 0.57% 4.50% 0.59%
1998 443,618 0.57% 5.09% 0.58%
1997 245,157 0.57% 4.95% 0.57%
1996 256,244 0.57% 5.06% 0.57%
1995 186,620 0.54% 5.39% 0.66%
CASH FUND
1999 569,409 0.57% 4.56% 0.60%
1998 299,220 0.57% 5.11% 0.61%
1997 152,041 0.57% 4.97% 0.60%
1996 89,733 0.57% 5.10% 0.60%
1995 73,802 0.54% 5.33% 0.69%
</TABLE>

12
<PAGE>

<TABLE>
<S> <C>
MONARCH FUNDS

INSTITUTIONAL SHARES

TREASURY CASH FUND
GOVERNMENT CASH FUND
CASH FUND

FOR MORE INFORMATION

The following documents are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS
Additional information about each Fund's investments is available in
the Fund's annual and semi-annual reports to
shareholders.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI provides more detailed information about each Fund and is incorporated
by reference into this Prospectus.

CONTACTING THE FUNDS

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

Forum Shareholder Services, LLC

P.O. Box 446
Portland, Maine 04112

(207) 879-0001
(800) 754-8757

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

You can get copies, for a fee, by writing to the following:

Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549-6009

E-mail address: [email protected]

Investment Company Act File No. 811-6742

Monarch Funds
Two Portland Square
Portland, Maine 04101
(800) 754-8757

</TABLE>

13
<PAGE>

LOGO

PROSPECTUS
INVESTOR SHARES

JANUARY 1, 2000

TREASURY CASH FUND

GOVERNMENT CASH FUND

CASH FUND

THREE MONEY MARKET FUNDS THAT EACH SEEK TO PROVIDE HIGH
CURRENT INCOME TO THE EXTENT CONSISTENT WITH THE
PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY.

TABLE OF CONTENTS

Summary........................2 Your Account....................6
Performance....................4 Other Information...............10
Fee Tables.....................5 Financial Highlights............11
Management.....................5 For MoreInformation.............12

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THE FUNDS' SHARES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

SUMMARY

This Prospectus offers Investor Shares of three money market funds -- Treasury
Cash Fund, Government Cash Fund and Cash Fund (each a "Fund").

INVESTMENT OBJECTIVES

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. Investor Shares have a $5,000 minimum initial investment.

PRINCIPAL INVESTMENT STRATEGIES

DEFINITIONS

MONEY MARKET SECURITY means a high credit quality, short-term, U.S.
dollar denominated debt security
TREASURY SECURITY means a security that is issued or guaranteed by the
U.S. Treasury
GOVERNMENT SECURITY means a security that is issued or guaranteed by
the U.S. Government, its agencies or instrumentalities
REPURCHASE AGREEMENT means A transaction in which a Fund purchases
securities and simultaneously commits to resell the securities to the
other party at an agreed-upon date and at a price reflecting a market
rate of interest

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

Each Fund invests substantially all of its assets in another mutual fund (a
"Portfolio") which has the same investment objective and substantially similar
investment policies. The Portfolios in which the Funds invest and their primary
investments are:
<TABLE>
<S> <C>
FUND/PORTFOLIO PRIMARY INVESTMENTS
Treasury Cash Fund/ At least 65% of total assets in Treasury Securities and Repurchase
Treasury Cash Portfolio Agreements backed by Treasury Securities
Government Cash Fund/ At least 65% of total assets in Government Securities and
Government Cash Portfolio Repurchase Agreements backed by Government Securities
Cash Fund/ A broad spectrum of Money Market Securities including:
Cash Portfolio o securities issued by financial institutions, such as certificates of
deposits, bankers' acceptances and time deposits
o securities issued by domestic companies, such as commercial
paper
o Government Securities
o Repurchase Agreements
</TABLE>

The Adviser may sell a security:
o revised economic forecasts or interest rate outlook requires a
repositioning of the Portfolio
o the security subsequently fails to meet the Adviser's investment criteria or
o funds are needed for another purpose.

2
<PAGE>

PRINCIPAL RISKS OF INVESTING IN A FUND

An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. Although each Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in a
Fund.

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

3
<PAGE>

PERFORMANCE

The following charts and tables provide some indication of the risks of
investing in a Fund's Investor Shares by showing changes in performance from
year to year and investment returns. Because Investor Shares of Government Cash
Fund have yet to commence operations, the information provided below is for
Government Cash Fund's Universal Shares. The returns for Investor Shares will be
lower than those of Universal Shares because of the higher expenses of Investor
Shares. To obtain current yield information, call toll free (800) 754-8757.
PERFORMANCE INFORMATION PRESENTED HERE REPRESENTS ONLY PAST PERFORMANCE AND DOES
NOT NECESSARILY INDICATE FUTURE RESULTS.

The following charts show the annual total returns for each full calendar year
that the Funds have operated.

YEAR ENDED 12/31

TREASURY CASH FUND
[EDGAR representation of bar chart]

1996 4.60%
1997 4.65%
1998 4.57%

Best Quarter: 1.18% (quarter ended 12/31/97)

Worst Quarter: 1.03% (quarter ended 12/31/98)

1/1/99 to 9/30/99 Total Return: 3.01%

GOVERNMENT CASH FUND
[EDGAR representation of bar chart]

1993 3.24%
1994 4.29%
1995 6.01%
1996 5.44%
1997 5.56%
1998 5.49%

Best Quarter: 1.51% (quarter ended 6/30/95)

Worst Quarter: 0.78% (quarter ended 3/31/94)

1/1/99 to 9/30/99 Total Return: 3.65%

CASH FUND
[EDGAR representation of bar chart]

1996 4.78%
1997 4.90%
1998 4.87%

Best Quarter: 1.24% (quarter ended 12/31/97)

Worst Quarter: 1.14% (quarter ended 12/31/98)

1/1/99 to 9/30/99 Total Return: 3.21%

The following table lists the average annual total return for each Fund as of
December 31, 1998.
<TABLE>
<S> <C> <C> <C> <C>
ONE YEAR FIVE YEARS SINCE INCEPTION INCEPTION DATE
TREASURY CASH FUND 4.57% N/A 4.64% 10/25/95
GOVERNMENT CASH FUND 5.49% 5.36% 4.95% 10/29/92
CASH FUND 4.87% N/A 4.93% 6/16/95

</TABLE>

4
<PAGE>

FEE TABLES

The following tables describe the various fees and expenses that you will pay if
you invest in Investor Shares of a Fund. Expenses for Government Cash Fund are
estimated for the fiscal year ending August 31, 2000 and expenses for each other
Fund are based on amounts incurred during the fiscal year ended August 31, 1999.
Expenses are stated as a percentage of average net assets. There are no charges
to purchase or redeem Fund shares.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)(1)

<TABLE>
<S> <C> <C> <C>
TREASURY CASH FUND GOVERNMENT CASH FUND CASH
FUND

Management Fees(2) 0.13% 0.13% 0.13%
Distribution (Rule 12b-1) Fees 0.25% 0.25% 0.25%
Other Expenses 0.51% 0.46% 0.47%
Total Annual Fund Operating Expenses(3) 0.89% 0.84% 0.85%
</TABLE>

(1) EACH FUND'S EXPENSES INCLUDE ITS PRO-RATA SHARE OF THE EXPENSES OF ITS
CORRESPONDING PORTFOLIO.
(2) INCLUDES ALL INVESTMENT ADVISORY AND ADMINISTRATION FEES.
(3) CERTAIN SERVICE PROVIDERS VOLUNTARILY WAIVED A PORTION OF THEIR FEES
FOR TREASURY CASH FUND AND CASH FUND. ACTUAL TOTAL ANNUAL FUND
OPERATING EXPENSES FOR TREASURY CASH FUND AND FOR CASH FUND WERE 0.83%.

EXAMPLE

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

<TABLE>
<S> <C> <C> <C> <C>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
TREASURY CASH FUND $91 $284 $493 $1,096
GOVERNMENT CASH FUND $86 $268 $466 $1,037
CASH FUND $87 $271 $471 $1,049

</TABLE>

MANAGEMENT

THE ADVISER

5
<PAGE>

OTHER SERVICE PROVIDERS

Forum Shareholder Services, LLC (the "Transfer Agent") is each Fund's transfer
agent.

Each Fund has adopted a distribution or "Rule 12b-1" plan under which the Funds
pay the distributor for the sale and distribution of Investor Shares. Each Fund
has also entered into a shareholder service agreement under which the Fund pays
its administrator for the servicing of shareholder accounts. The fees paid under
the distribution plan and shareholder service agreement may be paid to various
financial institutions that provide services to their customers invested in
Investor Shares. Because Investor Shares pay the distribution fees on an
on-going basis, your investment cost over time may be higher than paying other
types of sales charges.

FUND EXPENSES

Each Fund pays for all of its expenses. Expenses of Investor Shares include the
Shares' own expenses as well as Trust expenses that are allocated among the
Funds, their classes of shares and any other funds of the Trust. The Adviser or
other service providers may voluntarily waive all or any portion of their fees
and/or reimburse certain expenses. Any fee waiver or expense reimbursement
increases investment performance for the period during which the waiver or
reimbursement is in effect.

6
<PAGE>

YOUR ACCOUNT

HOW TO CONTACT THE FUNDS

You may either contact the Trust or Imperial Securities Corp. for an account
application or for further information regarding the Funds. Imperial Securities
Corp. is located at 9920 South La Cienega Boulevard, 14th Floor, Inglewood, CA
90301.

GENERAL INFORMATION

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

ORDER MUST BE RECEIVED BY: PAYMENT MUST BE RECEIVED BY:
11:00 a.m., Pacific time 1:00 p.m., Pacific time

BUYING SHARES

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

7
<PAGE>

CHECKS For individual, sole proprietorship, joint and gifts or
transfers to minors accounts, the check must be made payable to
"Monarch Funds" or to one or more owners of the account and endorsed to
"Monarch Funds." For all other accounts, the check must be made payable
on its face to "Monarch Funds." No other method of check payment is
acceptable (for instance, you may not pay by travelers check).

WIRES Instruct your financial institution to make a Federal Funds wire
payment to us. Your financial institution may charge you a fee for this
service.

MINIMUM INVESTMENTS The minimum initial investment in Investor Shares is $5,000.
The minimum additional investment is $100.

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

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

</TABLE>

8
<PAGE>

INVESTMENT PROCEDURES

BY WIRE BY WIRE

</TABLE>

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

SELLING SHARES

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

9
<PAGE>

HOW TO SELL SHARES FROM YOUR ACCOUNT

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account number
o The Fund name

BY WIRE

BY CHECK

o Write a check against your account balance (See "Check Writing Privileges")
o Your investment will continue to earn distributions until your check is
presented to the Fund for payment.

BY TELEPHONE

o Redemption proceeds will be:
o Mailed to you OR

o Wired to you (unless you declined wire redemption privileges on your
account application) (See "By Wire").

CHECK WRITING PRIVILEGES You may redeem shares by writing checks provided by the
Funds against your account balance. Contact the Transfer Agent for information
on applying for check writing privileges. When your check is presented for
payment, the Trust will deduct shares from your shareholder account in an amount
equal to the amount of the check. The Trust charges a $10 fee for all checks
presented in amounts less than $500. The Trust deducts this fee directly from
your shareholder account.

10
<PAGE>

SMALL ACCOUNTS If the value of your account falls below $5,000, a Fund may ask
you to increase your balance. If the account value is still below $5,000 after
60 days, a Fund may close your account and send you the proceeds.

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

EXCHANGE PRIVILEGES

You may exchange Investor Shares of a Fund for Investor Shares of another Fund.

HOW TO EXCHANGE

BY MAIL
o Prepare a written request including:
o Your name(s) and signature(s)
o Your account numbers

o The names of the Funds from which you are selling and into which you
are exchanging
o The dollar amount or number of shares you want to sell (and exchange).
o Open a new account and complete an account application if you are
requesting different shareholder privileges.
o Mail us request and documentation.

BY TELEPHONE

o Call us with your request (unless you declined telephone redemption
privileges on your account application).
o Provide the following information:
o Your account number
o Exact name(s) in which account is registered
o Additional form of identification.

11
<PAGE>

OTHER INFORMATION

ADDITIONAL INVESTMENT POLICIES

CORE AND GATEWAY(Registered Trademark)

CLASSES OF SHARES

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

DISTRIBUTIONS

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

TAXES

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

12
<PAGE>

FINANCIAL HIGHLIGHTS

The following table is intended to help you understand the performance of
Investor Shares of the Funds. Data for Universal Shares of Government Cash Fund
is included in the table as Investor Shares of that Fund had not commenced
operations as of August 31, 1999. Total return in the table represents the rate
an investor would have earned on an investment in a Fund (assuming the
reinvestment of all distributions). This information has been audited by KPMG
LLP. Each Fund's financial statements and the independent auditor's report are
included in the Annual Report dated August 31, 1999, which is available upon
request, without charge.

As of August 31, 1999 the net assets of Treasury Cash Portfolio were
$287,758,076, of Government Cash Portfolio were $732,787,465 and of Cash
Portfolio were $937,534,839.

SELECTED DATA FOR A SINGLE SHARE
---------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
Beginning Distribution Ending
Year Ended August 31 Net Asset Net From Net Net Asset
Value Per Investment Investment Value per Total
TREASURY CASH FUND Share Income Income Share Return
INVESTOR SHARES
1999 $ 1.00 $0.04 $(0.04) $ 1.00 4.10%
1998 1.00 0.05 (0.05) 1.00 4.72%
1997 1.00 0.05 (0.05) 1.00 4.58%
1996(c) 1.00 0.04 (0.04) 1.00 4.00%
GOVERNMENT CASH FUND
UNIVERSAL SHARES
1999 1.00 0.05 (0.05) 1.00 5.00%
1998 1.00 0.05 (0.05) 1.00 5.63%
1997 1.00 0.05 (0.05) 1.00 5.49%
1996 1.00 0.05 (0.05) 1.00 5.59%
1995 1.00 0.06 (0.06) 1.00 5.78%
CASH FUND
INVESTOR SHARES
1999 1.00 0.04 (0.04) 1.00 4.41%
1998 1.00 0.05 (0.05) 1.00 4.97%
1997 1.00 0.05 (0.05) 1.00 4.81%
1996 1.00 0.05 (0.05) 1.00 4.95%
1995(c) 1.00 0.01 (0.01) 1.00 5.14%

RATIOS/SUPPLEMENTAL DATA
---------------------------------------------
Net Ratios to
Assets at Average Net Assets
End of -------------------------------
Period Net
Year Ended August 31 (000's Net Investment Gross
Omitted) Expenses Income Expenses(a)
REASURY CASH FUND
INVESTOR SHARES
1999 $232,624 0.83% 4.02% 0.89%
1998 57,957 0.82% 4.62% 0.91%
1997 30,118 0.83% 4.55% 0.97%
1996(c) 3,980 0.83%(b) 4.50%(b) 1.33%(b)
OVERNMENT CASH FUND
UNIVERSAL SHARES
1999 277,548 0.18% 4.88% 0.25%
1998 253,644 0.18% 5.48% 0.26%
1997 230,410 0.17% 5.35% 0.26%
1996 248,986 0.19% 5.43% 0.28%
1995 182,546 0.24% 5.46% 0.52%
ASH FUND
INVESTOR SHARES
1999 269,421 0.83% 4.30% 0.85%
1998 181,754 0.83% 4.86% 0.86%
1997 76,480 0.83% 4.72% 0.85%
1996 32,731 0.83% 4.68% 0.96%
1995(c) 4,665 0.84%(b) 5.32%(b) 3.76%(b)
</TABLE>

(a) During each period, certain 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.
(b) Annualized.
(c) Investor Shares of Treasury Cash Fund and Cash Fund commenced operations on
October 25, 1995 and June 16, 1995, respectively.

13
<PAGE>

<TABLE>
<S> <C>
MONARCH FUNDS

INVESTOR SHARES

TREASURY CASH FUND
GOVERNMENT CASH FUND
CASH FUND

FOR MORE INFORMATION

The following documents are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS
Additional information about each Fund's investments is available in
the Fund's annual and semi-annual reports to
shareholders.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI provides more detailed information about each Fund and is incorporated
by reference into this Prospectus.

CONTACTING THE FUNDS

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

Forum Shareholder Services, LLC

P.O. Box 446
Portland, Maine 04112

(207) 879-0001
(800) 754-8757

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

You can get copies, for a fee, by writing to the following:

Public Reference Room
Securities and Exchange Commission

Washington, D.C. 20549-6009
E-mail address: [email protected]

Thescheduled hours of operation of the Public Reference Room may be
obtained by calling the Commission at 1-202-942-8090. Free copies of the
reports and SAIs are available from the SEC's Internet Web Site at http://www.sec.gov.

Investment Company Act File No. 811-6742
Monarch Funds
Two Portland Square
Portland, Maine 04101
(800) 754-8757

</TABLE>

14
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

JANUARY 1, 2000

MONARCH FUNDS

Treasury Cash Fund
Government Cash Fund
Cash Fund

FUND INFORMATION:

Monarch Funds
Two Portland Square
Portland, Maine 04101

(800) 754-8757

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Forum Shareholder Services, LLC
P.O. Box 446
Portland, Maine 04112

(800) 754-8757

This Statement of Additional Information or "SAI" supplements the Prospectuses
dated January 1, 2000, as may be amended from time to time, offering Universal
Shares, Institutional Shares and Investor Shares of Treasury Cash Fund,
Government Cash Fund and Cash Fund. This SAI is not a prospectus and should only
be read in conjunction with a prospectus. The Prospectuses may be obtained
without charge by contacting shareholder services at the address or telephone
number listed above.

<PAGE>

TABLE OF CONTENTS

Glossary ..............................................................
1. General Information....................................................
2. Investment Policies and Risks..........................................
3. Investment Limitations.................................................
4. Performance Data and Advertising.......................................
5. Management.............................................................
6. Portfolio Transactions.................................................
7. Additional Purchase and Redemption Information.........................
8. Taxation ..............................................................
9. Other Matters..........................................................

Appendix A - Description of Securities Ratings...............................A-1
Appendix B - Miscellaneous Tables............................................B-1
Appendix C - Performance Data................................................C-1

<PAGE>

GLOSSARY

"Adviser" means Forum Investment Advisors, LLC.

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

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

"Core Trust" means Core Trust (Delaware).

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

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

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

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

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

"Fund" means each of Treasury Cash Fund, Government Cash Fund and Cash Fund.

"Fitch" means Fitch IBCA, Inc.

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

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

"NAV" means net asset value per share (See prospectus).

"NRSRO" means a nationally recognized statistical rating organization.

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

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

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

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

"Treasury Securities" means securities issued or guaranteed by the U.S. Treasury
(See prospectus).

"Trust" means Monarch Funds.

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

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

<PAGE>

1. GENERAL INFORMATION

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

Treasury Cash Fund Treasury Cash Portfolio
Government Cash Fund Government Cash Portfolio
Cash Fund Cash Portfolio

CONSIDERATIONS OF INVESTING IN A PORTFOLIO

A Fund's investment in a Portfolio may be affected by the actions of other
investors in the Portfolio. A Fund may withdraw its entire investment from a
Portfolio at any time if the Board determines that it is in the best interests
of the Fund and its shareholders to do so. A withdrawal could result in a
distribution in kind of portfolio securities (as opposed to a cash distribution)
by the Portfolio. That distribution could result in a less diversified portfolio
of investments for the Fund, resulting in increased risk, and could affect
adversely the liquidity of the Fund's portfolio. If the Fund decided to convert
those securities to cash, it would incur transaction costs. If a Fund withdrew
its investment from a Portfolio, the Board would consider what action might be
taken, including the management of the Fund's assets in accordance with its
investment objective and policies 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.

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 FFS
at 800-754-8757. 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.

2. INVESTMENT POLICIES AND RISKS

The following discussion supplements the disclosure in the prospectuses about
each Fund's investment techniques, strategies and risks. Unless otherwise
indicated below, the discussion of the investment policies of a Fund also refers
to the investment policies of the Core Portfolio in which the Fund invests.

A. SECURITY RATINGS INFORMATION

Under Rule 2a-7, each Portfolio must normally invest at least 95% of its total
assets in securities that are rated in the highest short-term rating category
(by companies such as Standard & Poor's) for debt obligations, or are unrated
and determined to be of comparable quality.

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

Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of securities by
several NRSROs is included in Appendix A to this SAI. The Portfolios may use
these ratings to determine whether to purchase, sell or hold a security. Ratings
are general and are not absolute standards of quality. Securities with the same
maturity, interest rate and rating may have different market prices. To the
extent that the ratings given by a NRSRO may change as a result of changes in

1
<PAGE>

such organizations or their rating systems, the Adviser will attempt to
substitute comparable ratings. Credit ratings attempt to evaluate the safety of
principal and interest payments, and do not evaluate the risks of fluctuations
in market value. Also, rating agencies may fail to make timely changes in credit
ratings. An issuer's current financial condition may be better or worse than a
rating indicates.

B. FIXED INCOME SECURITIES

1. VARIABLE AND FLOATING RATE SECURITIES

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

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

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

2. ASSET BACKED SECURITIES

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

ADJUSTABLE RATE MORTGAGE BACKED SECURITIES Adjustable rate mortgage securities
("ARMs") are pass-through securities representing interests in pools of mortgage
loans with adjustable interest rates that are reset at periodic intervals,
usually by reference to some interest rate index or market interest rate, and
that may be subject to certain limits. Although the rate adjustment feature may
reduce sharp changes in the value of adjustable rate securities, these
securities can change in value based on changes in market interest rates or
changes in the issuer's creditworthiness. Changes in the interest rates on ARMs
may lag behind changes in prevailing market interest rates. This may result in a
slightly lower net value until the interest rate resets to market rates. Thus, a
Portfolio could suffer some principal loss if the Portfolio sold the securities

2
<PAGE>

before the interest rates on the underlying mortgages were adjusted to reflect
current market rates. Some adjustable rate securities (or the underlying
mortgages) are subject to caps or floors that limit the maximum change in
interest rates during a specified period or over the life of the security.

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

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

3. FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES

Each Portfolio is currently prohibited from purchasing any security issued by
the Federal Home Loan Mortgage Corporation. This does not prohibit the
Portfolios from entering into Repurchase Agreements collateralized with
securities issued by the Federal Home Loan Mortgage Corporation.

4. GENERAL RISKS

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

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

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

Prepayments of principal of mortgage-related securities by mortgagors or
mortgage foreclosures affect the average life of the mortgage-related
securities. Mortgage prepayments may be triggered by various factors, including
the level of interest rates, general economic conditions, the location and age
of the mortgages and other social and demographic conditions. In periods of
rising interest rates, the prepayment rate tends to decrease, lengthening the
average life of a pool of mortgage-related securities. In periods of falling
interest rates, the prepayment rate tends to increase, shortening the average

3
<PAGE>

life of a pool. The volume of prepayments of principal on the mortgages
underlying a particular mortgage-related security will influence the yield of
that security and a Portfolio's yield. Because prepayments of principal
generally occur when interest rates are declining, a Portfolio may have to
reinvest the proceeds of prepayments at lower interest rates then those of their
previous investments. When this occurs, a Portfolio's yield will decline. A
decrease in the rate of prepayments may extend the effective maturities of
mortgage-related securities, increasing their sensitivity to changes in market
interest rates. To the extent that a Portfolio purchases mortgage-related
securities at a premium, unscheduled prepayments, which are made at par, result
in a loss equal to any unamortized premium.

C. REPURCHASE AGREEMENTS

1. GENERAL

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

2. RISKS

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

D. BORROWING

1. GENERAL

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

2. RISKS

The use of borrowing involves special risks, including magnified capital losses.
If a Fund buys securities with borrowed funds and the value of the securities
declines, a Fund may be required to provide the lender with additional funds or
liquidate its position in these securities to continue to secure or repay the
loan. A Fund may also be obligated to liquidate other portfolio positions at an
inappropriate time in order to pay off the loan or any interest payments
associated with the loan.

To the extent that the interest expense involved in a borrowing transaction
approaches the net return on a Fund's investment portfolio, the benefit of
borrowing will be reduced. If the interest expense due to a borrowing
transaction exceeds the net return on a Fund's investment portfolio, a Fund's
use of borrowing would result in a lower rate of return than if the Fund did not
borrow. The size of any loss incurred by a Fund due to borrowing will depend on

4
<PAGE>

the amount borrowed. The greater the percentage borrowed, the greater potential
of gain or loss to a Fund.

E. WHEN-ISSUED SECURITIES

1. GENERAL

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

2. RISKS

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

F. ILLIQUID SECURITIES

1. GENERAL

Each Portfolio may invest up to 10% of its net assets in illiquid securities.
The term "illiquid securities" means Repurchase Agreements not entitling the
holder to payment of principal within seven days and, except as otherwise
determined by the Adviser, securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of a readily available market.

2. RISKS

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

3. DETERMINATION OF LIQUIDITY

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

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

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<PAGE>

the 1933 Act or other exemptions, the Adviser may determine that the securities
are not illiquid.

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

3. INVESTMENT LIMITATIONS

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

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

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

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

A. FUNDAMENTAL LIMITATIONS

Each Portfolio may not:

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

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

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

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

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

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<PAGE>

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

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

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

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

THRIFT INVESTOR LIMITATIONS. With respect to Government Cash Portfolio, purchase
or hold any security that (i) a Federally chartered savings association may not
invest in, sell, redeem, hold or otherwise deal pursuant to law or regulation,
without limit as to percentage of the association's assets and (ii) pursuant to
12 C.F.R. Section 566.1 would cause shares of the Portfolio not to be deemed to
be short term liquid assets when owned by Federally chartered savings
associations.

B. NONFUNDAMENTAL LIMITATIONS

Each Portfolio may not:

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

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

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

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

C. INVESTMENTS BY FINANCIAL INSTITUTIONS

1. INVESTMENT BY SHAREHOLDERS THAT ARE BANKS - GOVERNMENT CASH PORTFOLIO

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

7
<PAGE>

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

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

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

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

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

2. INVESTMENT BY SHAREHOLDERS THAT ARE CREDIT UNIONS - GOVERNMENT CASH
PORTFOLIO AND TREASURY CASH PORTFOLIO

Government Cash Portfolio and Treasury Cash Portfolio limit their investments to
investments that are legally permissible for Federally chartered credit unions
under applicable provisions of the Federal Credit Union Act (including 12 U.S.C.
Section 1757(7), (8) and (15)) and the applicable rules and regulations of the
National Credit Union Administration (including 12 C.F.R. Part 703, Investment
and Deposit Activities), as such statutes and rules and regulations may be
amended. The Portfolios limit their investments to U.S. Government Securities
(including Treasury STRIPS) and Repurchase Agreements fully collateralized by
U.S. Government Securities. Certain U.S. Government Securities owned by a
Portfolio may be mortgage or asset backed, but, no such security will be (i) a
stripped mortgage backed security ("SMBS"), (ii) a collateralized mortgage
obligation ("CMO") or real estate mortgage investment conduit ("REMIC") that
does not meet all of the tests outlined in 12 C.F.R. Section 703.100(e) or (iii)
a residual interest in a CMO or REMIC. Each Portfolio may also invest in reverse
Repurchase Agreements in accordance with 12 C.F.R. 703.100(j) to the extent
otherwise permitted herein and in the Prospectuses.

3. INVESTMENTS BY SHAREHOLDERS THAT ARE SAVINGS ASSOCIATIONS - GOVERNMENT
CASH PORTFOLIO

Government Cash Portfolio limits its investments to those legally permissible
for Federally chartered savings associations without limit as to percentage
under applicable provisions of the Home Owners' Loan Act (including 12 U.S.C.
Section 1464) and the applicable rules and regulations of the Office of Thrift
Supervision, as such statutes and rules and regulations may be amended. In

8
<PAGE>

addition, the Portfolio limits its investments to investments that are
permissible for an open-end investment company to hold and would permit shares
of the investment company to qualify as liquid assets under 12 C.F.R. Section
566.1(g) and as short-term liquid assets under 12 C.F.R. Section 566.1(h).

PERFORMANCE DATA AND ADVERTISING

A. PERFORMANCE DATA

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

A Fund may compare any of its performance information with:

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

o The performance of other mutual funds.

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

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

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

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

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

B. PERFORMANCE CALCULATIONS

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

1. SEC YIELD

Yield quotations for a Fund will include an annualized historical yield, carried
at least to the nearest hundredth of one percent, based on a specific
seven-calendar-day period and are calculated by dividing the net change during
the seven-day period in the value of an account having a balance of one share at
the beginning of the period by the value of the account at the beginning of the
period, and multiplying the quotient by 365/7. For this purpose, the net change
in account value reflects the value of additional shares purchased with
dividends declared on the original share and dividends declared on both the
original share and any such additional shares, but would not reflect any
realized gains or losses from the sale of securities or any unrealized
appreciation or depreciation on portfolio securities. In addition, any effective
annualized yield quotation used by Fund is calculated by compounding the current
yield quotation for such period by adding 1 to the product, raising the sum to a
power equal to 365/7, and subtracting 1 from the result. The standardized tax

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<PAGE>

equivalent yield is the rate an investor would have to earn from a fully taxable
investment in order to equal a Fund's yield after taxes. Tax equivalent yields
are calculated by dividing the Fund's yield by one minus the stated Federal or
combined Federal and state tax rate. If a portion of a Fund's yield is
tax-exempt, only that portion is adjusted in the calculation.

2. TOTAL RETURN CALCULATIONS

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

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

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

P(1+T)n = ERV

Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value: ERV is the value,
at the end of the applicable period, of a
hypothetical $1,000 payment made at the
beginning of the applicable period

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

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

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

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

Any total return may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments and/or a series of
redemptions over any time period. Total returns may be quoted with or without
taking into consideration a Fund's front-end sales charge or contingent deferred
sales charge (if applicable).

Period total return is calculated according to the following formula:

PT = (ERV/P-1)

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

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<PAGE>

B. OTHER MATTERS

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

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

5. MANAGEMENT

A. TRUSTEES AND OFFICERS OF THE TRUST

The names of the Trustees and officers of the Trust, their position with the
Trust, address, date of birth and principal occupations during the past five
years are set forth below. Each Trustee who is an "interested person" (as
defined by the 1940 Act) of the Trust is indicated by an asterisk (*). The Board
supervises each Fund's activities, monitors its contractual arrangements with
various service providers and decides upon matters of general policy.
<TABLE>
<S> <C>
- -------------------------------------------- ----------------------------------------------------------------------
NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
DATE OF BIRTH AND ADDRESS PAST 5 YEARS
- -------------------------------------------- ----------------------------------------------------------------------
- -------------------------------------------- ----------------------------------------------------------------------

John Y. Keffer*, Chairman and President President, Forum Financial Group, LLC (a mutual fund services
Born: July 15, 1942 holding company)
Two Portland Square
Portland, Maine 04101

Maurice J. DeWald, Trustee Chairman and CEO, Verity Financial Group (financial advisory firm)
Born: March 20, 1940 Director, Tenet Healthcare Corporation, ARV Assisted Living, Inc.,
19200 Von Karman Avenue since November 1995, Dai-Ichi Kangyo Bank & Advanced Materials
Suite 400 Group, Inc. of California since January 1998
Irvine, California 92612

Christine M. McCarthy, Trustee Executive Vice President and CFO, Imperial Bank/Imperial Bancorp
Born: June 24, 1955 since April 1997
9920 S. LaCienega Boulevard Executive Vice President, First Interstate Bancorp prior to April
Inglewood, California 90301 1997

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

11
<PAGE>

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

Jack J. Singer, Trustee Senior Vice President and Investment Department Manager, Imperial
Born: May 24, 1944 Bank
9920 S. LaCienega Boulevard President, Imperial Securities Corp.
Inglewood, California 90301 Chairman and President, Imperial Asset Management since August 1997

David I. Goldstein, Vice President Counsel and General Counsel, Forum Financial Group, LLC since 1995
Born: August 3, 1961
Two Portland Square
Portland, Maine 04101

Anthony R. Fischer, Jr., Vice President Portfolio Manager, Forum Investment Advisors, LLC since 1998
Born: April 15, 1948 President, Linden Asset Management, Inc. prior to 1998
Two Portland Square
Portland, Maine 04101

Stacey E. Hong, Treasurer Director, Fund Accounting, Forum Financial Group, LLC
Born: May 10, 1966
Two Portland Square
Portland, Maine 04101

Beth P. Hanson, Vice President and Asst. Fund Administration Manager, Forum Financial Group, LLC since June
Secretary 1995
Born: July 15, 1966 English Language Instructor, Overseas Training Center, Inc. (Osaka,
Two Portland Square Japan) prior thereto
Portland, Maine 04101

Leslie K. Klenk, Secretary Assistant Counsel and Counsel, Forum Financial Group, LLC since 1998
Born: August 24, 1964 Vice President/Associate General Counsel, Smith Barney Inc.
Two Portland Square (brokerage firm) from 1995 through 1998
Portland, Maine 04101

- -------------------------------------------- ----------------------------------------------------------------------
</TABLE>

The following trustees and officers hold the same positions with other
investment companies that are considered part of a "Fund Complex." A Fund
Complex is comprised of two or more investment companies that (1) hold
themselves out to investors as related for purposes of investment and investor
services (2) share a common investment adviser or (3) have an investment adviser
that is an affiliate of an adviser to another investment company.

Trustee or Officer Position

John Y. Keffer Chairman and President, Core Trust (Delaware)

David I. Goldstein Vice President, Core Trust (Delaware)

Stacey E. Hong Treasurer, Core Trust (Delaware)

B. COMPENSATION OF TRUSTEES AND OFFICERS

Each Trustee of the Trust is paid $3,000 for each Board meeting attended
(whether in person or by electronic communication) and $3000 for each committee
meeting attended on a date when a Board meeting is not held. Trustees are also
reimbursed for travel and related expenses incurred in attending meetings of the
Board. No officer of the Trust is compensated by the Trust, but officers are
reimbursed for travel and related expenses incurred in attending meetings of the
Board. Messrs. Keffer and Singer and Ms. McCarthy have not in the past accepted
any fees (other than reimbursement for travel and related expenses) for their
services as Trustees.

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<PAGE>

The following table sets forth the fees to paid to each Trustee by the Trust for
the fiscal year ended August 31, 1999.

TOTAL COMPENSATION
COMPENSATION FROM TRUST AND

TRUSTEE TRUST FUND COMPLEX
Maurice J. DeWald $12,000 $12,000
Rudolph I. Estrada $12,000 $12,000
Robert M. Franko $12,000 $12,000

C. TRUSTEES AND OFFICERS OF CORE TRUST

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

<TABLE>
<S> <C>
- --------------------------------------------------- ---------------------------------------------------------------
NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
AGE AND ADDRESS PAST 5 YEARS
- --------------------------------------------------- ---------------------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------------------

John Y. Keffer*, Chairman & President

Costas Azariadis, Trustee Professor of Economics, University of California-Los Angeles
Born: February 15, 1943 Trustee, Core Trust (Delaware)
Department of Economics
University of California
Los Angeles, CA 90024

James C. Cheng, Trustee President, Technology Marketing Associates
Born: July 26, 1942 (marketing company for small and medium size businesses in
27 Temple Street New England)
Belmont, MA 02718 Trustee, Core Trust (Delaware)

J. Michael Parish, Trustee Partner, Thelen Reid & Priest LLP (law firm) since 1995
Born: November 9, 1943 Partner, Winthrop Stimson Putnam & Roberts (law firm) from
40 West 57th Street 1989-1995
New York, NY 10019 Trustee, Core Trust (Delaware)

Thomas G. Sheehan, Vice President Director, Forum Financial Group
Born: July 15, 1954
Two Portland Square
Portland, Maine 04101

Stacey E. Hong, Treasurer

Dawn Taylor, Asst. Treasurer Manager/Senior Tax Specialist, Tax Department, Forum
Born: May 14, 1964 Financial Group, LLC since 1997
Two Portland Square Senior Tax Accountant, Pardy, Bingham & Burrell during 1997
Portland, Maine 04101 Senior Tax Specialist, Forum Financial Group, LLC from 1995
to 1997

- --------------------------------------------------- ---------------------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------------------
David I. Goldstein, Vice President & Secretary
- --------------------------------------------------- ---------------------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------------------

Don L. Evans, Secretary Assistant Counsel and Counsel, Forum Financial Group, LLC
Born: August 12, 1948 since August 1995
Two Portland Square Associate, Weiner & Strother PC and Bisk & Lutz (law firms)
Portland, Maine 04101 during 1995

- --------------------------------------------------- ---------------------------------------------------------------
</TABLE>

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<PAGE>

D. INVESTMENT ADVISER

1. SERVICES OF THE ADVISER

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

2. FEES

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

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

3. OTHER PROVISIONS OF ADVISER'S AGREEMENT

Subsequently, the Advisory Agreement must be approved at least annually by the
Board or by majority vote of the shareholders, and in either case by a majority
of the Trustees who are not parties to the agreement or interested persons of
any such party ("Disinterested Trustees").

The Agreement is terminable without penalty by the Trust regarding the Fund on
30 days' written notice when authorized either by vote of the Fund's
shareholders or by a majority vote of the Board, or by the Adviser on 90 days'
written notice to the Trust. The Agreement terminates immediately upon
assignment.

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

E. DISTRIBUTOR

SERVICES AND COMPENSATION OF DISTRIBUTOR

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

Under a distribution agreement (the "Distribution Agreement") with the Trust,
FFS acts as the representative of the Trust in connection with the offering of
shares of the Funds. FFS continually distributes shares of the Funds on a best
effort basis. FFS has no obligation to sell any specific quantity of Fund
shares.

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

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

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Investors who purchase shares in this manner will be subject to the procedures
of the institution through which they purchase shares, which may include
charges, investment minimums, cutoff times and other restrictions in addition
to, or different from, those listed herein. Information concerning any charges
or services will be provided to customers by the financial institution.
Investors purchasing shares of a Fund in this manner should acquaint themselves
with their institution's procedures and should read the Prospectus in
conjunction with any materials and information provided by their institution.
The financial institution and not its customers will be the shareholder of
record, although customers may have the right to vote shares depending upon
their arrangement with the institution.

FFS does not receive a fee for any distribution services performed under the
Distribution Agreement except the distribution service fees from the Trust with
respect to the Shares of those Classes for which a Plan is effective.

2. OTHER PROVISIONS OF DISTRIBUTOR'S AGREEMENT

The Distribution Agreement must be approved at least annually by the Board or by
majority vote of the shareholders, and in either case by a majority of the
Disinterested Trustees.

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

Under the Distribution Agreement, FFS is not liable to the Trust or the Trust's
shareholders for any error of judgment or mistake of law, for any loss arising
out of any investment or for any act or omission in the performance of its
duties to a Fund, except for willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of reckless disregard of its
obligations and duties under the agreement.

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

3. DISTRIBUTION PLAN - INVESTOR SHARE CLASS

In accordance with Rule 12b-1 under the 1940 Act, with respect to the Investor
Class of each Fund, the Trust has adopted a distribution plan (the "Plan") which
provides for the payment to FFS of a Rule 12b-1 fee at the annual rate of up to
0.25% of the average daily net assets of the Investor Class of each Fund. The
Plan obligates the Funds to pay as compensation for FFS's services and not as
reimbursement for certain expenses incurred.

The Plan provides that FFS may incur expenses for such activities including (i)
any sales, marketing and other activities primarily intended to result in the
sale of Investor Class shares and (ii) responding to Investor Class shareholder
inquiries regarding the Funds' investment objectives, policies and other
operational features. Expenses for such activities include compensation to
employees, and expenses, including overhead and telephone and other
communication expenses, of Forum and various financial institutions or other
persons who engage in or support the distribution of Investor Class shares, or
who respond to Investor Class shareholder inquiries regarding the Funds'
operations; the incremental costs of printing (excluding typesetting) and
distributing prospectuses, statements of additional information, annual reports
and other periodic reports for use in connection with the offering or sale of
Investor Class shares to any prospective investors; and the costs of preparing,
printing and distributing sales literature and advertising materials used by
Forum or others in connection with the offering of Investor Class shares for
sale to the public. During the fiscal year ended August 31, 1999, fees were paid
pursuant to a service and marketing agreement for distribution and service
activities with respect to Treasury Cash Fund and Cash Fund in the amount of
$326,815 and $599,096, respectively.

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

The Plan provides that it will remain in effect for one year from the date of
its adoption and thereafter shall continue in effect provided it is approved at
least annually by the shareholders or by the Board, including a majority of the
Disinterested Trustees. The Plan further provides that it may not be amended to
materially increase the costs which the Trust bears for distribution pursuant to
the Plan without shareholder approval and that other material amendments of the
Plan must be approved by the Disinterested Trustees. The Plan may be terminated
at any time by the Board, by a majority of the Disinterested Trustees, or by a
Fund's Investor Class shareholders.

Table 2 in Appendix C shows the dollar amount of fees payable under the Plan
with respect to each Fund. This information is provided for the past three years
(or shorter time a Fund has been operational).

E. OTHER FUND SERVICE PROVIDERS

1. ADMINISTRATOR

THE TRUST As administrator, pursuant to an agreement with the Trust (the
"Administration Agreement"), FAdS is responsible for supervising the overall
management of the Trust, providing the Trust with general office facilities and
providing persons satisfactory to the Board to serve as officers of the Trust.

For its services, FAdS receives a fee from each Fund at an annual rate of 0.05%
of the average daily net assets of each Fund. The fee is accrued daily by each
Fund and is paid monthly based on average net assets for the previous month.

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

Under the Administration Agreement, FAdS is not liable to the Trust or the
Trust's shareholders for any act or omission, except for willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement. Under the
Administration Agreement, FAdS and certain related parties (such as FAdS's
officers and persons who control FAdS) are indemnified by the Trust against any
and all claims and expenses related to FAdS's actions or omissions that are
consistent with FAdS's contractual standard of care.

CORE TRUST FAdS also manages all aspects of Core Trust's operations with respect
to the Portfolios. With respect to each Portfolio, FAdS has entered into an
administration agreement ("Core Administration Agreement") that will continue in
effect only if such continuance is specifically approved at least annually by
the Core Trust Board or by a majority vote of the outstanding voting securities
of the Portfolio and, in either case, by a majority of the Trustees who are not
interested persons of any party to the Core Administration Agreement. Under the
Core Administration Agreement, FAdS performs similar services to those provided
to each Fund.

The Core Administration Agreement provides that FAdS shall not be liable for any
action or inaction in the administration of Core Trust, except for willful
misfeasance, bad faith, or gross negligence in the performance of FAdS' duties
or by reason of reckless disregard of FAdS's and obligations under this
Agreement. The Administration Agreement may be terminated with respect to a
Portfolio at anytime, without the payment of any penalty: (1) by the Core Trust
Board on 60 days' written notice to FAdS; or (2) by FAdS on 60 days' written
notice to Core Trust.

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<PAGE>

Table 3 in Appendix C shows the dollar amount of the fees payable by each Fund
to FAdS, the amount of the fee waived by FAdS, and the actual fees received by
FAdS. The table provides similar information for the Portfolios. The data are
for the past three fiscal years (or shorter period depending on a Fund's
commencement of operations).

2. FUND ACCOUNTANT

THE TRUST As fund accountant, pursuant to an accounting agreement with the Trust
(the "Accounting Agreement"), FAcS provides fund accounting services to each
Fund. These services include calculating the NAV per share of each Fund and
preparing the Fund's financial statements and tax returns.

FAcS is currently not paid a fee for services provided to the Funds. A fee may
be charged in the future, subject to Board approval.

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

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

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

CORE TRUST FAcS performs similar services for the Portfolios pursuant to a
Portfolio and Unitholder Accounting Agreement ("Core Accounting Agreement"). The
Core Accounting Agreement shall continue in effect with respect to a Portfolio
until terminated; provided, that continuance is specifically approved at least
annually by the Board. The Core Portfolio Accounting Agreement may be terminated
with respect to a Portfolio at any time, without the payment of any penalty (i)
by the Board on 60 days' written notice to FAcS or (ii) by FAcS on 60 days'
written notice to the Trust. FAcS is required to use its best judgment and
efforts in rendering fund accounting services and is not liable to Core Trust
for any action or inaction in the absence of bad faith, willful misconduct or
gross negligence.

Table 4 in Appendix C shows the dollar amount of the fees payable by the
Portfolios to FAcS, the amount of the fee waived by FAcS, and the actual fees
received by FAcS. The data is for the past three fiscal years (or shorter period
depending on a Fund's commencement of operations).

3. TRANSFER AGENT

As transfer agent and distribution paying agent, pursuant to a transfer agency
agreement with the Trust (the "Transfer Agency Agreement"), the Transfer Agent
maintains an account for each shareholder of record of a Fund and is responsible
for processing purchase and redemption requests and paying distributions to
shareholders of record. The Transfer Agent is located at Two Portland Square,
Portland, Maine 04101 and is registered as a transfer agent with the SEC.

For its services, the Transfer Agent receives with respect to each Fund an
annual fee of $12,000 plus $6,000 for each class above one. The Transfer Agent
also receives a fee based on the average daily net assets of each class as
follows: Universal Shares - 0.05%, Institutional Shares - 0.20% and Investor
Shares - 0.20%. Certain shareholder account fees are also charged. The fee is

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<PAGE>

accrued daily by each Fund and is paid monthly based on the average net assets
for the previous month.

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

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

Table 5 in Appendix C shows the dollar amount of the fees payable by the Funds
to FSS, the amount of the fee waived by FSS, and the actual fees received by
FSS. The data are for the past three fiscal years (or shorter period depending
on a Fund's commencement of operations.).

4. SHAREHOLDER SERVICE AGREEMENT

The Trust has adopted a shareholder service agreement ("Shareholder Service
Agreement") with respect to Institutional Shares and Investor Shares of each
Fund under which the Trust may pay FAdS a shareholder servicing fee at an annual
rate of 0.20% of the average daily net assets of each of the Institutional
Shares and the Investor Shares. FAdS may pay any or all amounts of these
payments to various institutions that provide shareholder servicing to their
customers holding Institutional Services shares or Investor shares.

The Shareholder Service Agreement shall remain in effect for a period of one
year from the date of its effectiveness and thereafter shall continue in effect
for successive annual periods, provided that such continuance is specifically
approved at least annually by the Board and a majority of the Disinterested
Trustees. Any material amendment to the Shareholder Service Plan must be
approved by a majority of the Disinterested Trustees. The Plan may be terminated
without penalty at any time by a vote of a majority of the Disinterested
Trustees or FAdS.

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

In offering or redeeming Fund shares, some Shareholder Servicing Agents also may
impose certain conditions on their customers, subject to the terms of the
Trust's Prospectus, in addition to or different from those imposed by the Trust,
such as requiring a minimum initial investment or by charging their customers a
direct fee for their services. Some Shareholder Servicing Agents may also act
and receive compensation for acting as custodian, investment manager, nominee,
agent or fiduciary for its customers or clients who are shareholders of the
Funds with respect to assets invested in the Funds. These Shareholder Servicing
Agents may elect to credit against the fees payable to it by its clients or
customers all or a portion of any fee received from the Trust with respect to
assets of those customers or clients invested in the Funds.

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<PAGE>

Table 6 in Appendix C shows the dollar amount of fees paid under the Shareholder
Service Agreement with respect to Institutional Shares and Investor Shares of
each Fund. This information is provided for the past three years (or shorter
time a Fund has been operational).

5. CUSTODIAN

As custodian, pursuant to an agreement with the Trust, Union Bank of California,
N.A. safeguards and controls the Funds' cash and securities, determines income
and collects interest on Fund investments. The Custodian may employ
subcustodians to provide custody of a Fund's domestic and foreign assets. The
Custodian is located at 350 California Street, San Francisco, California 94104.

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

6. LEGAL COUNSEL

Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., Washington, D.C.
20036 passes upon legal matters in connection with the issuance of shares
of the Trust.

7. INDEPENDENT AUDITORS

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

6. PORTFOLIO TRANSACTIONS

Each Fund invests substantially all of its assets in a corresponding Portfolio
and not directly in portfolio securities. Therefore, the Funds do not pay
brokerage commissions directly.

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

Allocations of transactions to dealers and the frequency of transactions are
determined for each Portfolio by the Adviser in its best judgment and in a
manner deemed to be in the best interest of interest holders of that Portfolio
rather than by any formula. The primary consideration is prompt execution of
orders in an effective manner and at the most favorable price available to the
Portfolio. The Adviser monitors the creditworthiness of counterparties to its
Fund's transactions and intends to enter into a transaction only when it
believes that the counterparty presents minimal and appropriate credit risks. No
portfolio transactions are executed with FIA or any of its affiliates.

For the Portfolios' fiscal years ended August 31, 1997, 1998, and 1999, no
Portfolio paid any brokerage commissions.

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<PAGE>

C. OTHER ACCOUNTS OF THE ADVISER

Investment decisions for a Portfolio are made independently from those for any
other account or investment company that is or may in the future become managed
by the Adviser or its affiliates. Investment decisions are the product of many
factors, including suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. In addition, two or more clients may
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as is possible, averaged as to price
and allocated between such clients in a manner which, in the Adviser's opinion,
is equitable to each and in accordance with the amount being purchased or sold
by each. There may be circumstances when purchases or sales of a portfolio
security for one client could have an adverse effect on another client that has
a position in that security. When purchases or sales of the same security for a
Portfolio and other client accounts managed by the Adviser occurs
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

D. SECURITIES OF REGULAR BROKER-DEALERS

As of August 31, 1999, several Portfolios maintained investments in dealers (or
their parent companies) with whom they conduct portfolio transactions. Table 7
of Appendix C provides details of these investments.

7. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

A. GENERAL INFORMATION

You may purchase or redeem shares or request any shareholder privilege in person
at the offices of the Transfer Agent located at Two Portland Square, Portland,
Maine 04101.

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

B. ADDITIONAL PURCHASE INFORMATION

Shares of each Fund are sold on a continuous basis by the distributor.

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

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

1. UGMAS/UTMAS

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

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2. PURCHASES THROUGH FINANCIAL INSTITUTIONS

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

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

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

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

3. SIGNATURE GUARANTEES

For requests made in writing, a signature guarantee is required for any of the
following:

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

4. LOST ACCOUNTS

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

C. ADDITIONAL REDEMPTION INFORMATION

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

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<PAGE>

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

1. SUSPENSION OF RIGHT OF REDEMPTION

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

2. REDEMPTION IN KIND

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

D. NAV DETERMINATION

Pursuant to Rule 2a-7, the Board has established procedures to stabilize a
Fund's net asset value at $1.00 per share. These procedures include a review of
the extent of any deviation of net asset value per share as a result of
fluctuating interest rates, based on available market rates, from a Fund's $1.00
amortized cost price per share. Should that deviation exceed 1/2 of 1%, the
Board will consider whether any action should be initiated to eliminate or
reduce material dilution or other unfair results to shareholders. Such action
may include redemption of shares in kind, selling portfolio securities prior to
maturity, reducing or withholding distributions and utilizing a net asset value
per share as determined by using available market quotations. Each Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less, will
not purchase any instrument with a remaining maturity greater than 397 days or
subject to a Repurchase Agreement having a duration of greater than 397 days,
will limit portfolio investments, including Repurchase Agreements, to those U.S.
dollar-denominated instruments that the Board has determined present minimal
credit risks and will comply with certain reporting and recordkeeping
procedures. The Trust has also established procedures to ensure that portfolio
securities meet a Fund's high quality criteria.

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

E. DISTRIBUTIONS

Distributions of net investment income will be reinvested at a Fund's NAV per
share as of the last business day of the period with respect to which the
distribution is paid. Distributions of capital gain will be reinvested at the
NAV per share of a Fund on the payment date for the distribution. Cash payments

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may be made more than seven days following the date on which distributions would
otherwise be reinvested.

8. TAXATION

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

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

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

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

A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY

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

1. MEANING OF QUALIFICATION

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

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

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

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

2. FAILURE TO QUALIFY

If for any tax year a Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for dividends to

23
<PAGE>

shareholders, and the distributions will be taxable to the shareholders as
ordinary income to the extent of a Fund's current and accumulated earnings and
profits. A portion of these distributions generally may be eligible for the
dividends-received deduction in the case of corporate shareholders.

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

B. FUND DISTRIBUTIONS

Each Fund anticipates distributing substantially all of its net investment
income for each tax year. Each Fund expects to derive substantially all of its
gross income (exclusive of capital gain) from sources other than dividends.
Accordingly, it is expected that none of a Fund's distributions will qualify for
the dividends-received deduction for corporations.

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

Each Fund may have capital loss carryovers (unutilized capital losses from prior
years). These capital loss carryovers (which can be used for up to eight years)
may be used to offset any current capital gain (whether short- or long-term).
Any such losses may not be carried back.

Distributions by a Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital. Return of capital
distributions reduce your tax basis in the shares and are treated as gain from
the sale of the shares to the extent your basis would be reduced below zero.

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

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

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

C. FEDERAL EXCISE TAX

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

For purposes of calculating the excise tax, each Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year.

Each Fund intends to make sufficient distributions of its ordinary taxable
income and capital gain net income prior to the end of each calendar year to
avoid liability for the excise tax. Investors should note, however, that a Fund

24
<PAGE>

might in certain circumstances be required to liquidate portfolio investments to
make sufficient distributions to avoid excise tax liability.

D. BACKUP WITHHOLDING

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

E. FOREIGN SHAREHOLDERS

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

If the income from a Fund is not effectively connected with a U.S. trade or
business carried on by a foreign shareholder, ordinary income distributions paid
to a foreign shareholder will be subject to U.S. withholding tax at the rate of
30% (or lower applicable treaty rate) upon the gross amount of the distribution.
The foreign shareholder generally would be exempt from U.S. federal income tax
on gain realized on the sale of shares of a Fund, capital gain distributions
from a Fund, and amounts retained by a Fund that are designated as undistributed
capital gain.

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

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

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

F. STATE AND LOCAL TAXES

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

25
<PAGE>

9. OTHER MATTERS

A. THE TRUST AND ITS SHAREHOLDERS

1. GENERAL INFORMATION

The Trust was organized as a business trust under the laws of the State of
Delaware on July 10, 1992. No Fund expects to hold shareholders' meetings unless
required by Federal or Delaware law. Shareholders of each Fund are entitled to
vote at shareholders' meetings unless a matter relates only to a specific series
or class (such as approval of an advisory agreement for a Fund or a distribution
plan). From time to time, large shareholders may control a class of a Fund, a
Fund or the Trust.

The Trust is registered as an open-end, management investment company under
the 1940 Act. The Trust offers shares of Treasury Cash Fund, Government Cash
Fund and Cash Fund.

The Trust offers shares of beneficial interest in an institutional, universal
and investor share class of these series.

Each class of a Fund may have a different expense ratio and its expenses will
affect each class' performance.

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

The Trust and each Fund will continue indefinitely until terminated.

3. SHAREHOLDER VOTING AND OTHER RIGHTS

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

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

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

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

4. CERTAIN REORGANIZATION TRANSACTIONS

The Trust or any series may be terminated upon the sale of its assets to, or
merger with, another open-end, management investment company or series thereof,
or upon liquidation and distribution of its assets. Generally such terminations

26
<PAGE>

must be approved by the vote of the holders of a majority of the outstanding
shares of the Trust or a Fund. The Trustees may, without prior shareholder
approval, change the form of organization of the Trust by merger, consolidation
or incorporation. Under the Trust Instrument, the Trustees may, without
shareholder vote, cause the Trust to merge or consolidate into one or more
trusts, partnerships or corporations or cause the Trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end, management
investment company that will succeed to or assume the Trust's registration
statement.

B. FUND OWNERSHIP

As of December 28, 1999, the Trustees and officers of the Trust in the aggregate
owned less than 1% of the outstanding Shares of each Fund and Class.

Also as of that date, certain shareholders of record owned 5% or more of a Fund
or Class. These shareholders and any shareholder known by a Fund to own
beneficially 5% or more of a Fund are listed in Table 7 in Appendix C.

From time to time, certain shareholders may own a large percentage of the shares
of a Fund or Class. Accordingly, those shareholders may be able to require the
Trust to hold a shareholder meeting to vote on certain issues and may be able to
greatly affect (if not determine) the outcome of a shareholder vote. As of
December 28, 1999, the following persons beneficially or of record owned 25% or
more of the shares of a Fund or Class (or of the Trust) and may be deemed to
control the Fund or the Class (or the Trust). For each person listed that is a
company, the jurisdiction under the laws of which the company is organized (if
applicable) and the company's parents are listed.

CONTROLLING PERSON INFORMATION

<TABLE>
<S> <C> <C> <C> <C>
NAME AND ADDRESS SHARES % OF CLASS % OF FUND
TREASURY CASH FUND
Institutional Shares Union Bank of California
P.O. Box 85602
San Diego, CA 92186-5602 28,170,841 72.87 10.94
.................................. .............. ............... ...............
Investor Shares Imperial Bank
9920 S La Cienega Blvd.
Investment Dept - 14th
79.12 203,776,140 93.09 79.12
Inglewood, CA 90301
CASH FUND
Universal Shares Imperial Asset
Management Inc
Residential Brokerage
Corp
93.30S La Cienega Blvd 47,001,220 44.74 3.30
14th Floor
Inglewood, CA 90301

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

Coastcast Corporation
3025 East Victoria St
Rancho Dominguez, CA 90221 45,851,954 43.65 3.22
.................................. .............. ............... ...............
Investor Shares Imperial Bank
9920 S La Cienega Blvd
14th Floor
Investment Department
34.58wood, CA 90301 492,123,822 99.68 34.58
</TABLE>

27
<PAGE>

C. LIMITATIONS ON SHAREHOLDERS' AND TRUSTEES' LIABILITY

Delaware law provides that Fund shareholders are entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit. The Trust's Trust Instrument (the document that governs
the operation of the Trust) contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations and expenses of the Trust. The
Trust Instrument provides for indemnification out of each Fund's property of any
shareholder or former shareholder held personally liable for the obligations of
the Fund. The Trust Instrument also provides that each Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the series and satisfy any judgment thereon. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which Delaware law does not apply, no contractual
limitation of liability was in effect, and a Fund is unable to meet its
obligations. FAdS believes that, in view of the above, there is no risk of
personal liability to shareholders.

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

D. REGISTRATION STATEMENT

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

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

E. FINANCIAL STATEMENTS

The financial statements of the Funds and their corresponding Portfolios for the
year ended August 31, 1999, which are included in the Funds' Annual Report to
Shareholders, are incorporated herein by reference. These financial statements
are copies of schedules of investments, statements of assets and liabilities,
statements of operations, statements of changes in net assets, financial
highlights, notes and independent auditors' reports.

28
<PAGE>

APPENDIX A - DESCRIPTION OF CERTAIN SECURITIES RATINGS

A. CORPORATE BONDS

1. MOODY'S

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

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

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

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

2. S&P

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

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

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

Baa Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

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

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

A-1
<PAGE>

3. DUFF & PHELPS CREDIT RATING CO.

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong. Risk is modest but
AA may vary slightly from time to time because of economic conditions.

A+,A, Protection factors are average but adequate. However, risk factors are
A- more variable in periods of A- greater economic stress.

4. FITCH

INVESTMENT GRADE

AAA
Highest credit quality. `AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.
AA
Very high credit quality. `AA' ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment
of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
A
High credit quality. `A' ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case
for higher ratings.

C. SHORT - TERM RATINGS

1. MOODY'S

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

PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt
obligations. Prime-1 repayment ability will often be evidenced
by many of the following characteristics:
o Leading market positions in well-established industries.
o High rates of return on funds employed.
o Conservative capitalization structure with moderate reliance
on debt and ample asset protection.
o Broad margins in earning coverage of fixed financial charges
and high internal cash generation.
o Well-established access to a range of financial markets and
assured sources of alternate liquidity.

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

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

A-2
<PAGE>

2. S&P

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

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

3. FITCH

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

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

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

A-3
<PAGE>

APPENDIX B - PERFORMANCE DATA

For the seven-day period ended August 31, 1999, the annualized yields of each
Class of the Funds that were then operating were as follows:

<TABLE>
<S> <C> <C> <C> <C>
7 DAY 7 DAY EFFECTIVE 30 DAY 30 DAY EFFECTIVE
YIELD YIELD YIELD YIELD
TREASURY CASH FUND

Institutional Shares 4.72% 4.83% 4.55% 4.65%
Investor Shares 4.33% 4.43% 4.16% 4.24%

GOVERNMENT CASH FUND

Universal Shares 5.00% 5.13% 4.91% 5.02%
Institutional Shares 4.62% 4.72% 4.52% 4.61%

CASH FUND
Universal Shares 5.14% 5.27% 4.99% 5.11%
Institutional Shares 4.75% 4.86% 4.60% 4.70%
Investor Shares 4.49% 4.59% 4.34% 4.43%

</TABLE>

B-1
<PAGE>

For the periods ended August 31, 1999, the total return of each Class of the
Funds were as follows:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR
ONE THREE YEAR TO ONE THREE YEARS FIVE SINCE
MONTH MONTHS DATE YEAR YEARS INCEPTION
CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE ANNUALIZED ANNUALIZED CUMULATIVE ANNUALIZED
......................... ........... ........... ........... ........... ........... ........... ........... ...................
TREASURY CASH FUNd

INSTITUTIONAL 0.38% 1.16% 3.31% 4.47% 4.86% 5.02% 32.64% 4.65%
SHARES
INVESTOR SHARES 0.35% 1.06% 3.01% 4.08% 4.46% N/A 19.00% 4.52%

GOVERNMENT CASH FUND
UNIVERSAL SHARES 0.42% 1.25% 3.65% 4.97% 5.37% 5.50% 39.69% 4.95%
INSTITUTIONAL 0.39% 1.15% 3.36% 4.57% 4.95% 5.11% 36.64% 4.61%
SHARES

CASH FUND
UNIVERSAL SHARES 0.43% 1.27% 3.71% 5.07% 5.39% 5.50% 39.47% 4.99%
INSTITUTIONAL 0.40% 1.18% 3.41% 4.66% 5.00% 5.14% 36.67% 4.68%
SHARES
INVESTOR SHARES 0.38% 1.11% 3.21% 4.39% 4.73% N/A 22.38% 4.82%
</TABLE>

Inception dates are listed in the Funds' annual report.

B-2
<PAGE>

APPENDIX C - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES

Prior to January 1, 1998, the Portfolios paid advisory fees to Linden Asset
Management, Inc., the Portfolios' prior investment adviser.
<TABLE>
<S> <C> <C> <C>
TREASURY CASH GOVERNMENT CASH PORTFOLIO CASH
PORTFOLIO PORTFOLIO
Year ended August 31, 1999 $105,930 $303,532 $266,660
Year ended August 31, 1998 $44,687 $167,904 $122,199
Period ended January 1, 1998 $11,048 $70,957 $36,516
Year ended August 31, 1997 $19,083 $196,857 $72,872

TABLE 2 - INVESTOR CLASS DISTRIBUTION FEES

CONTRACTUAL FEE FEE
FEE WAIVED PAID

YEAR ENDED AUGUST 31, 1999

Treasury Cash Fund $326,815 $0 $326,815
Government Cash Fund n/a n/a n/a
Cash Fund $599,096 $0 $599,096

YEAR ENDED AUGUST 31, 1998

Treasury Cash Fund $114,707 $126 $114,581
Government Cash Fund n/a n/a n/a
Cash Fund $350,059 $0 $350,059

YEAR ENDED AUGUST 31, 1997
Treasury Cash Fund $28,718 $0 28,718
Government Cash Fund n/a n/a n/a
Cash Fund $142,750 $0 $142,750

C-1
<PAGE>

TABLE 3 - ADMINISTRATION FEES

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

CONTRACTUAL FEE FEE
FEE WAIVED PAID

YEAR ENDED AUGUST 31, 1999

Treasury Cash Fund $100,224 $0 $100,224
Government Cash Fund $414,926 $45,529 $369,397
Cash Fund $349,221 $12,269 $336,952

YEAR ENDED AUGUST 31, 1998

Treasury Cash Fund $50,255 $30,532 $19,723
Government Cash Fund $312,844 $107,575 $205,269
Cash Fund $203,477 $25,795 $177,682

YEAR ENDED AUGUST 31, 1997
Treasury Cash Fund $24,300 $24,300 $0
Government Cash Fund $252,810 $123,045 $129,765
Cash Fund $89,942 $2,893 $87,049

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

CONTRACTUAL FEE FEE
FEE WAIVED PAID

YEAR ENDED AUGUST 31, 1999

Treasury Cash Portfolio $153,011 $0 $153,011
Government Cash Portfolio $438,060 $0 $438,060
Cash Portfolio $385,799 $0 $385,799

YEAR ENDED AUGUST 31, 1998

Treasury Cash Portfolio $49,866 $33,171 $16,695
Government Cash Portfolio $313,973 $0 $313,973
Cash Portfolio $203,628 $0 $203,628

YEAR ENDED AUGUST 31, 1997
Treasury Cash Portfolio $24,287 $14,346 $9,941
Government Cash Portfolio $252,821 $0 $252,821
Cash Portfolio $92,652 $7,621 $85,031

C-2
<PAGE>

TABLE 4 - TRANSFER AGENT FEES

CONTRACTUAL FEE FEE
FEE WAIVED PAID

YEAR ENDED AUGUST 31, 1999
TREASURY CASH FUND
Institutional Shares $149,403 $0 $149,403
Investor Shares $273,259 $0 $273,259
GOVERNMENT CASH FUND
Universal Shares $187,820 $148,197 $39,623
Institutional Shares $1,084,918 $0 $1,084,918
CASH FUND

Universal Shares $40,499 $12,269 $28,230
Institutional Shares $803,870 $0 $803,870
Investor Shares $488,963 $0 $488,963

...................................... .......................... ......................... ..........................
YEAR ENDED AUGUST 31, 1998
TREASURY CASH FUND
Institutional Shares $119,247 $32,971 $86,276
Investor Shares $101,975 $101 $101,874
GOVERNMENT CASH FUND
Universal Shares $144,599 $61,758 $82,841
Institutional Shares $815,003 $0 $815,003
CASH FUND
Universal Shares $34,429 $31,621 $2,808
Institutional Shares $441,229 $0 $441,229
Investor Shares $289,208 $0 $289,208
...................................... .......................... ......................... ..........................
YEAR ENDED AUGUST 31, 1997
TREASURY CASH FUND
Institutional Shares $32,593 $22,400 $10,193
Investor Shares $84,369 $2 $84,367
GOVERNMENT CASH FUND
Universal Shares $145,679 $89,267 $56,412
Institutional Shares $536,252 $0 $536,252
CASH FUND
Universal Shares $11,015 $7,247 $3,768
Institutional Shares $123,240 $7 $123,233
Investor Shares $244,861 $0 $244,861

C-3
<PAGE>

TABLE 5 - SHAREHOLDER SERVICE FEES

INSTITUTIONAL SHARES

CONTRACTUAL FEE FEE
FEE WAIVED PAID

YEAR ENDED AUGUST 31, 1999

Treasury Cash Fund $139,443 $118,445 $20,998
Government Cash Fund $1,066,916 $73,895 $993,021
Cash Fund $791,359 $114,258 $677,101

YEAR ENDED AUGUST 31, 1998

Treasury Cash Fund $99,026 $50,048 $48,978
Government Cash Fund $726,580 $48,347 $678,233
Cash Fund $396,602 $78,293 $318,309

YEAR ENDED AUGUST 31, 1997
Treasury Cash Fund $17,231 $22,277 $5,046
Government Cash Fund $389,295 $0 $389,295
Cash Fund $85,650 $29,315 $56,335

INVESTOR SHARES

CONTRACTUAL FEE FEE
FEE WAIVED PAID

YEAR ENDED AUGUST 31, 1999

Treasury Cash Fund $261,452 $75,916 $185,536
Cash Fund $479,276 $32,940 $446,336

YEAR ENDED AUGUST 31, 1998

Treasury Cash Fund $83,999 $26,709 $57,290
Cash Fund $256,286 $43,447 $212,839

YEAR ENDED AUGUST 31, 1997
Treasury Cash Fund $55,668 $2,875 $52,793
Cash Fund $175,845 $10,704 $165,141

C-4
<PAGE>

TABLE 6 - FUND ACCOUNTING FEES

CONTRACTUAL FEE FEE
FEE WAIVED PAID

YEAR ENDED AUGUST 31, 1999

Treasury Cash Portfolio $49,500 $0 $49,500
Government Cash Portfolio $49,500 $0 $49,500
Cash Portfolio $49,500 $0 $49,500

YEAR ENDED AUGUST 31, 1998

Treasury Cash Portfolio $48,000 $0 $48,000
Government Cash Portfolio $48,000 $0 $48,000
Cash Portfolio $48,000 $0 $48,000

YEAR ENDED AUGUST 31, 1997
Treasury Cash Portfolio $24,279 $0 $24,279
Government Cash Portfolio $48,000 $0 $48,000
Cash Portfolio $48,000 $0 $48,000
</TABLE>

C-5
<PAGE>

TABLE 7 - 5% SHAREHOLDERS

As of December 28, 1999, the shareholders listed below owned of record 5% or
more of the outstanding shares of each class of shares of the Trust. As noted,
certain of these shareholders are known to the Trust to hold their shares of
record only and have no beneficial interest, including the right to vote, in the
shares.

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

Holders of record only are noted as such.

<TABLE>
<S> <C> <C> <C> <C>
NAME AND ADDRESS SHARES % OF CLASS % OF FUND
TREASURY CASH FUND
Institutional Shares Union Bank of California 27,590,679 79.51 9.44
P.O. Box 85602
San Diego, CA 92186-5602
Cruttenden Roth, Inc. 2,094,904 6.04 0.72
18301 Von Karman Avenue
Irvine, CA 92612
Sullivan Kelly & Associates, Inc. 1,914,000 5.52 0.65
301 North Lake Avenue
Pasadena, CA 91101
Investor Shares Imperial Bank (recordholder) 43,682,296 4.55 14.94
9920 S. La Cienega Blvd.
Inglewood, CA 90301
GOVERNMENT CASH FUND
Universal Shares Imperial Bancorp (recordholder) 24,332,000 13.14 4.65
9920 S. La Cienega Blvd.
Inglewood, CA 90301
Hill Physicians Medical Group, Inc. 19,138,421 10.34 3.66
P.O. Box 5080
San Ramon, CA 94583-0980
IMPAC Mortgage Holdings 15,996,904 8.64 3.06
1401 Dove Street
Newport Beach, CA 92660
IMPAC Commercial Holdings, Inc. 15,133,565 8.17 2.89
1401 Dove Street
Newport Beach, CA 92660
First Federal Savings and Loan 14,000,000 7.56 2.68
San Gabriel Valley
225 North Barranca Avenue
West Covina, CA 91791
Los Angeles Lakers 12,708,801 6.86 2.43
P.O. Box 10
Inglewood, CA 90306
Imperial Trust Company (recordholder) 10,278,457 5.55 1.97
201 N Figueroa Street
Los Angeles, CA 90012
Superior Bank 10,000,000 5.40 1.91
One Lincoln Centre
Oakbrook Terrace, IL 60181
Allied Grape Growers 9,360,199 5.06 1.79
3475 West Shaw
Fresno, CA 93711

C-6
<PAGE>

Institutional Shares Legato Systems, Inc. 76,391,016 22.59 14.60
3145 Porter Drive
Palo Alto, CA 94304
Union Bank of California 55,677,169 16.47 10.64
P.O. Box 85602
San Diego, CA 92186-5602
Pointone Telecommunications, Inc. 41,917,976 12.40 8.01
701 S. Capital of Texas Hwy.
Austin, TX 78746
Saban Entertainment, Inc. 28,043,371 8.29 5.36
10960 Wilshire Blvd.
Los Angeles, CA 90024
CASH FUND
Universal Shares Coastcast Corporation 42,351,954 86.52 2.90
3025 East Victoria Street
Rancho Dominguez, CA 90221
Imperial Securities Corp. 6,143,705 12.55 0.42
(recordholder)
9920 S La Cienega Blvd
Inglewood, CA 90301
Institutional Shares Cobalt Microserver, Inc. 139,154,641 16.38 9.54
555 Ellis Street
Mountain View, CA 94043
E-Stamp Corporation 125,695,707 14.79 8.62
2855 Campus Drive
San Mateo, CA 94403-2510
Telocity Inc 65,048,859 7.65 4.46
992 S. De Anza Blvd.
San Jose, CA 95129
Union Bank of California 51,528,121 6.06 3.53
P.O. Box 58602
San Diego, CA 92186-5602
Mother Nature.com, Inc. 45,500,000 5.35 3.12
One Concord Farms
490 Virginia Road
Concord, MA 01742
Egroups Inc. 42,522,376 5.00 2.92
350 Brannan Street
San Francisco, CA 94107
Investor Shares Imperial Bank (recordholder) 557,656,898 99.72 38.25
9920 S. La Cienega Blvd.
Inglewood, CA 90301

</TABLE>

C-7
<PAGE>

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Trust Instrument of Registrant dated July 10, 1992 (see Note 1).

(b) By-Laws of Registrant dated July 10, 1992, as amended May 12, 1995 (see
Note 1).

(d) None.

(e) Distribution Agreement between Registrant and Forum Fund Services, LLC
dated as of the 1st day of January, 1999, relating to Treasury Cash Fund,
Government Cash Fund and Cash Fund (see Note 2).

(f) None.

(g) Custodian Agreement between Registrant and Union Bank of California, N.A.,
dated the 7th day of May, 1999 (filed herewith).

(h) (1) Administration Agreement between Registrant and Forum Administrative
Services, LLC dated as of December 1, 1997, relating to Treasury Cash Fund,
Government Cash Fund and Cash Fund (see Note 1).

(2) Transfer Agency Agreement between Registrant and Forum Shareholder
Services, LLC dated as of the 29th day of October, 1998, relating to
Treasury Cash Fund, Government Cash Fund and Cash Fund (see Note 2).

(3) Shareholder Service Agreement between Registrant and Forum Administrative
Services, LLC, as amended June 1, 1998, relating to Treasury Cash Fund,
Government Cash Fund and Cash Fund (see Note 2).

(4) Fund Accounting Agreement between Registrant and Forum Accounting Services,
LLC dated as of the 1st day of December, 1997, relating to Treasury Cash
Fund, Government Cash Fund and Cash Fund (see Note 1).

(i) (1) Opinion of Kirkpatrick & Lockhart LLP (filed herewith).

(2) Consent of Kirkpatrick & Lockhart LLP (filed herewith).

(j) Consent of independent auditor (filed herewith).

(k) None.

(l) Investment Representation letter (see Note 1).

(m) Investor Class Distribution (Rule 12b-1) Plan dated July 12, 1993, relating
to Treasury Cash Fund, Government Cash Fund and Cash Fund (see Note 1).

(n) Multiclass (Rule 18f-3) Plan dated May 12, 1995, as amended January 22,
1996 (see Note 1).

(p) Not required.

Other Exhibits:

(1) Powers of Attorney, Maurice J. DeWald, Jack J. Singer, John Y. Keffer and
Rudolph I. Estrada, Trustees of Registrant (see Note 1).

(2) Powers of Attorney, John Y. Keffer, James C. Cheng, J. Michael Parish and
Costas Azariadis, Trustees of Core Trust (Delaware) (see Note 1).

- ---------------
Notes:

(1) Exhibit incorporated by reference as filed in Post-Effective Amendment No.
15 via EDGAR on December 19, 1997, accession number 0001004402-97-000264.

(2) Exhibit incorporated by reference as filed in Post-Effective Amendment No.
17 via EDGAR on November 30, 1998, accession number 0001004402-98-000616.

C-1
<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Due to the ownership interest of Cash Fund, Government Cash Fund and
Treasury Cash Fund of Cash Portfolio, Government Cash Portfolio and Treasury
Cash Portfolio of Core Trust (Delaware), the Funds may be deemed to control
those portfolios.

ITEM 25. INDEMNIFICATION

The general effect of Section 10.02 of the Registrant's Trust Instrument is
to indemnify existing or former trustees and officers of the Trust to the
fullest extent permitted by law against liability and expenses. There is no
indemnification if, among other things, any such person is adjudicated liable to
the Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. This description is modified in its entirety by the provisions of
Section 10.02 of the Registrant's Trust Instrument contained in this
Registration Statement as Exhibit 1 and incorporated herein by reference.

The Registrant's Distribution Agreement provides that the Registrant's
principal underwriter is protected against liability to the extent permitted by
Section 17(i) of the Investment Company Act of 1940. Similar provisions are
contained in the Administration Agreement, Transfer Agency Agreement and Fund
Accounting Agreement. The Registrant's principal underwriter is also provided
with indemnification against various liabilities and expenses under Section 8 of
the Distribution Agreement between the Registrant and the principal underwriter;
provided, however, that in no event shall the indemnification provision be
construed as to protect the principal underwriter against any liability to the
Registrant or its security holders to which the principal underwriter would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under Section 8 of the Distribution
Agreement. The Registrant's transfer agent and certain related individuals are
also provided with indemnification against various liabilities and expenses
under Section 10 of the Transfer Agency Agreement between the Registrant and the
transfer agent; provided, however, that in no event shall the transfer agent or
such persons be indemnified against any liability or expense that is the direct
result of willful misfeasance, bad faith or gross negligence by the transfer
agent or such persons.

The preceding paragraph is modified in its entirety by the provisions of
Section 8 of the Distribution Agreement, Section 3 of the Administration
Agreement, Section 10 of the Transfer Agency Agreement and Section 3 of the Fund
Accounting Agreement of the Registrant filed as Exhibits 6, 9(a), 9(b) and 9(d),
respectively, to Registrant's Registration Statement and incorporated herein by
reference.

In so far as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The description of Forum Investment Advisors, LLC (investment adviser to
Business Connection each of Treasury Cash Portfolio, Government Cash Portfolio,
Cash Portfolio and Treasury Portfolio of Core Trust (Delaware)) under the
caption "Management" in the Prospectuses and Statements of Additional
Information, constituting certain of Parts A and B, respectively, of this
Registration Statement, are incorporated by reference herein.

The following are the members of Forum Investment Advisors, LLC, Two
Portland Square, Portland, Maine 04101, including their business connections,
which are of a substantial nature.

C-2
<PAGE>

Forum Holdings Corp.I
Forum Trust, LLC

Both Forum Holdings Corp. I and Forum Trust, LLC are controlled by John Y.
Keffer, Chairman and President of the Registrant. Mr. Keffer is a Director and
President of Forum Trust, LLC. Mr. Keffer is also a director and/or officer of
various registered investment companies for which the various Forum Financial
Group of Companies provide services.

The following are the officers of Forum Investment Advisors, LLC, including
their business connections, which are of a substantial nature. Each officer may
serve as an officer of various registered investment companies for which the
Forum Financial Group of Companies provides services.

<TABLE>
<S> <C> <C>
Name

.................................... ................................... ..................................
David I. Goldstein Secretary Forum Investment Advisors, LLC
................................... ..................................
................................... ..................................
General Counsel Forum Financial Group, LLC
................................... ..................................
................................... ..................................
Officer other Forum affiliated companies
.................................... ................................... ..................................
.................................... ................................... ..................................

John F. Burns Director Forum Investment Advisors, LLC
................................... ..................................
................................... ..................................
Director Forum Financial Group, LLC
................................... ..................................
................................... ..................................
Officer other Forum affiliated companies

.................................... ................................... ..................................
.................................... ................................... ..................................
Marc Keffer Assistant Secretary Forum Investment Advisors, LLC
................................... ..................................
................................... ..................................
Corporate Counsel Forum Financial Group, LLC
................................... ..................................
................................... ..................................
Officer other Forum affiliated companies
</TABLE>

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Forum Fund Services, LLC, Registrant's underwriter serves as
underwriter for the following investment companies registered under the
Investment Company Act of 1940, as amended:

The Cutler Trust Monarch Funds
Memorial Funds Sound Shore Fund, Inc.
Forum Funds TrueCrossing Funds

C-3
<PAGE>

(b) The following officers of Forum Fund Services, LLC, Registrant's
underwriter, hold the following positions with registrant. Their
business address is Two Portland Square, Portland, Maine 04101.
<TABLE>
<S> <C> <C>
Name Position with Underwriter Position with Registrant
.............................. ..................................... ....................................
..................................... ....................................

John Y. Keffer President Chairman, President
..................................... ....................................
..................................... ....................................
David I Goldstein Secretary Vice President
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder are maintained at the offices of Forum Fund
Services, LLC, Forum Accounting Services, LLC and Forum Shareholder
Services, LLC, Two Portland Square, Portland, Maine 04101. The records
required to be maintained under Rule 31a-1(b)(1) with respect to
journals of receipts and deliveries of securities and receipts and
disbursements of cash are maintained at the offices of the Registrant's
custodian, as listed under "Custodian" in Part B to this Registration
Statement. The records required to be maintained under Rule
31a-1(b)(5), (6) and (9) are maintained at the offices of the
Registrant's adviser, as listed in Item 26 hereof.

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

None.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this registration statement
under rule 485(b) under the Securities Act of 1933, as amended, and has duly
caused this amendment to Registrant's registration statement to be signed on its
behalf by the undersigned, duly authorized in the City of Portland, State of
Maine on December 30, 1999.

MONARCH FUNDS

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on
December 30, 1999.

(a) Principal Executive Officer

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

(b) Principal Financial Officer

/s/ Stacey E. Hong
Stacey E. Hong, Treasurer

/s/ John Y. Keffer
John Y. Keffer, Trustee

Rudolph I. Estrada, Trustee
Maurice J. DeWald, Trustee
Jack J. Singer, Trustee

By:/s/ John Y. Keffer
------------------
John Y. Keffer, Attorney in fact*

* Pursuant to powers of attorney previously filed as an Exhibit to this
Registration Statement.

C-5
<PAGE>

SIGNATURES

On behalf of Core Trust (Delaware), being duly authorized, I have duly caused
this amendment to the Registration Statement of Monarch Funds to be signed in
the City of Portland, State of Maine on December 30, 1999.

CORE TRUST (DELAWARE)

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

On behalf of Core Trust (Delaware), this amendment to the Registration Statement
of Monarch Funds has been signed below by the following persons in the
capacities indicated on December 30, 1999.

(a) Principal Executive Officer

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

(b) Principal Financial Officer

/s/ Stacey E. Hong
Stacey E. Hong, Treasurer

/s/ John Y. Keffer
John Y. Keffer, Chairman

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

By: /s/ John Y. Keffer
-------------------
John Y. Keffer, Attorney in fact*

* Pursuant to powers of attorney previously filed as an Exhibit to this
Registration Statement.

C-6
<PAGE>

Index to Exhibits

(g) Custodian Agreement between Registrant and Union Bank of California, N.A.,
dated the 7th day of May, 1999.

(i)(1) Opinion of Kirkpatrick & Lockhart LLP.

(i)(2) Consent of Kirkpatrick & Lockhart LLP.

(j) Consent of independent auditor.

C-7
<PAGE>

MONARCH FUNDS
CUSTODIAN AGREEMENT

Agreement made the 7th day of May, 1999, between Monarch Funds, a
business trust organized under the laws of the State of Delaware, having its
principal place of business at Two Portland Square, Portland, Maine 04101, (the
"Trust"), and Union Bank of California, N.A., national association, having its
principal place of business at 350 California Street, San Francisco, California
94104, hereinafter called the Custodian.

WHEREAS, the Trust is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and

WHEREAS, the Trust offers shares in three series: Treasury Cash Fund,
Government Cash Fund and Cash Fund (such series together with all other series
subsequently established by the Trust and made subject to this Agreement in
accordance with Section 12, being herein referred to as the "Funds");

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

SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

The Trust hereby employs the Custodian as the custodian of the assets
of the Funds of the Trust pursuant to the provisions of the Trust Instrument.
The Trust on behalf of the Funds agrees to deliver to the Custodian all
securities and cash of the Funds, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Funds from time to time, and the cash consideration received by it
for such new or treasury shares of beneficial interest of the Trust representing
interests in the Funds, ("Shares") as may be issued or sold from time to time.
The Custodian shall not be responsible for any property of a Fund held or
received by the Fund and not delivered to the Custodian.

The Trust hereby authorizes the Custodian to use Imperial Bank and The
Bank of New York as subcustodians, the use of Imperial Bank being limited to
custodianship of cash. In addition, the Custodian may, at any time and from time
to time, appoint any other bank as defined in Section 2(a)(5) of the Investment
Company Act of 1940 ("1940 Act") meeting the requirements of a custodian under
Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act
on behalf of one or more Funds as a subcustodian for the purposes of holding
cash, securities and other assets of the Funds and performing other functions of
the Custodian; provided that the Custodian sends written notification to the
Trust on or before the day upon which such other subcustodian is first employed.
The Custodian shall be liable for the actions or omissions of any subcustodian
to the same extent as if such action or omission were performed by the Custodian
itself.

<PAGE>

SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF
THE TRUST HELD BY TO CUSTODIAN

2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate
for the account of each Fund all non-cash property, including all
securities owned by such Fund, other than securities which are
maintained pursuant to Section 2.12 in a clearing agency which acts as
a securities depository or in a book-entry system authorized by the
U.S. Department of the Treasury, collectively referred to herein as
"Securities Systems."

2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver
securities owned by a Fund held by the Custodian or in a Securities
System account of the Custodian only upon receipt of Proper
Instructions from the Trust on behalf of the applicable Fund, which
may be continuing instructions when deemed appropriate by the parties,
and only in the following cases:

1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;

3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;

4) To the depository agent in connection with tender or other
similar offers for securities of the Fund;

5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name
of the Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.11 or into the name or nominee name of any
subcustodian appointed pursuant to Section l; or for exchange for
a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
provided that, in any such day upon which such other subcustodian
is first employed. The Custodian shall be liable for the actions
or omissions of any subcustodian to the same extent as if such
action or omission were performed by the Custodian itself.

7) Upon the sale of such securities for the account of the Fund, to
the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery" custom;

2
<PAGE>

8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;

9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that, in
any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

10) For delivery in connection with any loans of securities made by
the Fund, but only against receipt of adequate collateral as
agreed upon from time to time by the Custodian and the Trust on
behalf of the Fund, which may be in the form of cash or
obligations issued by the United States Government, its agencies
or instrumentalities, except that in connection with any loans
for which collateral is to be credited to the Custodian's account
in the book-entry system authorized by the U.S. Department of the
Treasury, the Custodian will not be held liable or responsible
for the delivery of securities owned by the Fund prior to the
receipt of such collateral;

11) For delivery as security in connection with any borrowings by the
Trust on behalf of the Fund requiring a pledge of assets by the
Trust on behalf of the Fund, but only against receipt of amounts
borrowed;

12) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Trust, for delivery to such Transfer Agent or to
the holders of shares in connection with distributions in kind,
as may be described from time to time in the currently effective
prospectus and statement of additional information of the Trust,
related to the Fund ("Prospectus"), in satisfaction of requests
by holders of Shares for repurchase or redemption; and

13) For any other proper corporate purpose, but only upon receipt of,
in addition to Proper Instructions from the Trust on behalf of
the applicable Fund, a writing signed by an officer of the Trust
and certified by the Secretary or an Assistant Secretary,
specifying the securities of the Fund to be delivered, setting
forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of such securities
shall be made.

2.3 REGISTRATION OF SECURITIES. Securities held by the Custodian (other
than bearer securities) shall be registered in the name of the Fund or
in the name of any nominee of the Trust on behalf of the Fund or of any
nominee of the Custodian, or in the name or nominee name of any agent
appointed pursuant to Section 2.11 or in the name or nominee name of
any subcustodian appointed pursuant to Section 1, unless specifically

3
<PAGE>

directed by Proper Instructions to hold such registered securities in
so-called street name; provided that, in any event, all such securities
and other assets shall be held in an account of the Custodian
containing only assets of a Fund, or only assets held by a Custodian as
a fiduciary or custodian for customers, and provided further, that the
records of the Custodian shall indicate at all times the Fund or other
customer for which such securities and other assets are held in such
account and their respective interests therein.

2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
account or other accounts in the name of Custodian, as custodian of
each Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement, and shall hold in such account
or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Fund, other than cash maintained by the
Fund in a bank account established and used in accordance with Rule
17f-3 under the 1940 Act. Cash held hereunder shall be deemed to be a
special deposit. Funds held by the Custodian for a Fund may be
deposited by it to its credit as Custodian in the Banking Department of
the Custodian or in such other banks or trust companies as it may in
its discretion deem necessary or desirable; provided, however, that
every such bank or trust company shall be appointed in accordance with
and subject to the terms of Section 1 hereof.

2.5 PAYMENTS FOR SHARES. The Custodian shall receive from the
distributor for the Shares or from the Transfer Agent of the Trust and
deposit into the account of the appropriate Fund such payments as are
received for Shares of that Fund issued or sold form time to time by
the Trust. The Custodian will provide timely notification to the Trust
on behalf of each such Fund and the Transfer Agent of any receipt by
it of payments for Shares of such Fund.

2.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Trust
on behalf of each applicable Fund and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions from the Trust on behalf
of a Fund, make federal funds available to such Fund as of specified
times agreed upon from time to time by the Trust and the Custodian in
the amount of checks received in payment for Shares of such Fund which
are deposited into the Fund's account.

2.7 COLLECTION OF INCOME. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which each Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall collect on a
timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities
are held by the Custodian or its agent thereof and shall credit such
income, as collected, to such Fund's custodian account. Without
limiting the generality of the foregoing, the Custodian shall detach
and present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest
when due on securities held hereunder. Income due each Fund on
securities loaned pursuant to the provisions of Section 2.2 10) shall
be the responsibility of the Trust. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the Trust
with such information or data as may be necessary to assist the Trust

4
<PAGE>

in arranging for the timely delivery to the Custodian of the income to
which the Fund is properly entitled.

2.8 PAYMENT OF MONIES. Upon receipt of Proper Instructions from the Trust
on behalf of the applicable Fund, which may be continuing instructions
when deemed appropriate by the parties, the Custodian shall pay out
monies of a Fund in the following cases only:

1) Upon the purchase of securities, for the account of the Fund but
only (a) against the delivery of such securities to the Custodian
(or any bank, banking firm or trust company doing business in the
United States which is qualified under the 1940 Act to act as a
custodian and has been designed by the Custodian as its agent for
this purpose) registered in the name of the Fund or in the name
of a nominee of the Custodian referred to in Section 2.3 hereof
or in proper form for transfer; (b) in the case of a purchase
effected through a Securities System, in accordance with the
conditions set forth in Section 2.12 hereof; (c) in the case of
repurchase agreements entered into between the Trust on behalf of
the Fund and the Custodian, or another bank, or a broker-dealer
which is a member of the NASD, (i) against delivery of the
securities either in certificate form or through an entry
crediting the Custodian's account at the Federal Reserve Bank
with such securities or (ii) against delivery of the receipt
evidencing purchase by the Fund of securities owned by the
Custodian along with written evidence of the agreement by the
Custodian to repurchase such securities from the Fund or (d) for
transfer to a time deposit account of the Trust in any domestic
bank; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant to
Proper Instructions from the Trust as defined in Section 2.17;

2) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued by the Fund as
set forth in Section 2.10 hereof;

4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the
account of the Fund: interest, taxes, management, accounting,
transfer agent and legal fees, and operating expenses of the
Trust whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares of the Fund declared
pursuant to the governing documents of the Trust;

6) For payment of the amount of dividends received in respect of
securities sold short;

5
<PAGE>

7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions from the Trust on behalf of the
Fund, a writing signed by an officer of the Trust and certified
by its Secretary or an Assistant Secretary, specifying the amount
of such payment, setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be made.

2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
Except as specifically stated otherwise in this Agreement, in any and
every case where payment for purchase of securities for the account of
a Fund is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the
Trust on behalf of such Fund to so pay in advance, the Custodian shall
be absolutely liable to the Trust for such securities to the same
extent as if the securities had been received by the Custodian.

2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE TRUST. From
such funds as may be available for the purpose but subject to the
limitations of the Trust Instrument and any applicable votes of the
Board of Trustees of the Trust (the "Board")pursuant thereto, the
Custodian shall, upon receipt of instructions from the Transfer Agent,
make funds available for payment to holders of Shares who have
delivered to the Transfer Agent a request for redemption or repurchase
of their Shares. In connection with the redemption or repurchase of
Shares of a Fund, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In connection
with the redemption or repurchase of Shares of the Trust, the Custodian
shall honor checks drawn on the Custodian by a holder of Shares, which
checks have been furnished by the Trust to the holder of Shares, when
presented to the Custodian in accordance with such procedures and
controls as are mutually agreed upon from time to time between the
Trust and the Custodian.

2.11 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act to act as a
custodian, as its agent to carry out such of the provisions of this
Article 2 as the Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities hereunder.

2.12 DEPOSIT OF TRUST ASSETS IN SECURITIES SYSTEMS. Upon receipt of Proper
Instructions, the Custodian may deposit and/or maintain securities
owned by a Fund in a clearing agency registered with the Securities and
Exchange Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-entry
system authorized by the U.S. Department of the Treasury and certain
federal agencies, collectively referred to herein as "Securities
Systems" in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:

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<PAGE>

1) The Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for
customers;

2) The records of the Custodian with respect to securities of the
Fund which are maintained in a Securities System shall
identify by book-entry those securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer securities
sold for the account of the Fund upon (i) receipt of advice
from the Securities System that payment for such securities
has been transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such transfer
and payment for the account of the Fund. Copies of all advices
from the Securities System of transfers of securities for the
account of the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be provided to the Trust at its
request. Upon request, the Custodian shall furnish the Trust
on behalf of the Fund confirmation of each transfer to or from
the account of the Fund in the form of a written advice or
notice and shall furnish to the Trust on behalf of the Fund
copies of daily transaction sheets reflecting each days
transactions in the Securities System for the account of the
Fund.

4) The Custodian shall provide the Trust for the Fund with any
report obtained by the Custodian on the Securities Systems
accounting system, internal accounting control and procedures
for safeguarding securities deposited in the Securities
System;

5) Anything to the contrary in this Agreement notwithstanding,
the Custodian shall be liable to the Trust for the benefit of
the Fund for any loss or damage to the Fund resulting from use
of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from failure of
the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System; at the
election of the Trust, it shall be entitled to be subrogated
to the rights of the Custodian with respect to any claim
against the Securities System or any other person which the
Custodian may have as a consequence of any such loss or damage
if and to the extent that the Fund has not been made whole for
any such loss or damage.

2.13 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions from the Trust on behalf of each applicable Fund establish
and maintain a segregated account or accounts for an on behalf of each

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<PAGE>

such Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Custodian pursuant to Section 2.12 hereof, (i) for the purposes of
compliance by the Fund with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release or releases of
the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (ii) for
other proper corporate purposes, but only, in the case of clause (ii),
upon receipt of, in addition to Proper Instructions from the Trust on
behalf of the applicable Fund, a writing signed by an officer of the
Trust and certified by the Secretary or an Assistant Secretary, setting
forth the purpose or purposes of such segregated account and declaring
such purposes to be proper corporate purposes.

2.14 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to securities of each Fund held by it and in
connection with transfers of securities.

2.15 PROXIES. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in the
name of the Fund or a nominee of the Fund, all proxies are to be voted,
and shall promptly deliver to the Fund such proxies, all proxy
soliciting materials and all notices relating to such securities.

2.16 COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES. The Custodian
shall transmit promptly to the Trust for each Fund all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith) received by the Custodian from issuers of the securities
being held for the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Fund all written information
received by the Custodian from issuers of the securities whose tender
or exchange is sought and from the party (or his agents) making the
tender or exchange offer.

2.17 PROPER INSTRUCTIONS. Proper Instructions as used throughout this
Article 2 means a writing signed or initialed by one or more person or
persons as the Board shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such
action is requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been
given by a person authorized to give such instructions with respect to
the transaction involved. The Trust shall cause all oral instructions
to be confirmed in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the
Board, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the
Board and the Custodian are satisfied that such procedures afford
adequate safeguards for the Funds' assets. For purposes of this
Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any three-party agreement which requires a

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<PAGE>

segregated asset account in accordance with Section 2.13.
Notwithstanding anything to the contrary contained in the Agreement, no
person authorized by the Board as described in the preceding paragraph,
Trustee, officer, employee or agent of the Trust shall have physical
access to the assets of any Fund held by the Custodian nor shall the
Custodian deliver any assets of a Fund for delivery to an account of
such person; provided, however, that nothing in this Section 2.17 shall
prohibit the Trust's independent certified public accountants from
examining or reviewing the assets of the Fund's held by the Custodian.

2.18 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in its
discretion, without express authority from the Trust on behalf of each
applicable Fund:

1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under
this Agreement, provided that all such payments shall be
accounted for to the Trust on behalf of the Fund;

2) surrender securities in temporary form for securities in
definitive form;

3) endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of the Fund
except as otherwise directed by the Board.

2.19 EVIDENCE OF AUTHORITY. The Custodian shall be protected in acting upon
any instructions, notice, request, consent, certificate or other
instrument or paper reasonably believed by it to be genuine and to have
been properly executed by or on behalf of the Trust. The Custodian may
receive and accept a certified copy of a vote of the Board as
conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action
by the Board pursuant to the Trust Instrument as described in such
vote, and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary.

SECTION 3. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF
ACCOUNT

The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board who keep the books of account of
each Fund.

SECTION 4. RECORDS

The Custodian shall with respect to each Fund create and maintain all
records relating to its activities and obligations under this Agreement in such
manner as will meet the obligations of the Trust under the 1940 Act with
particular attention to Section 31 thereof and Rules 3la-1 and 3la-2 thereunder.

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<PAGE>

All such records shall be the property of the Trust and shall at all times
during the regular business hours of the Custodian be open for inspection by
duly authorized officers, employees and agents of the Trust and employees and
agents of the Securities and Exchange Commission. The Custodian shall, at the
Trust's request, supply the Trust with a tabulation of securities owned by each
Fund and held by the Custodian and shall, when requested to do so by the Trust
and for such compensation as shall be agreed upon between the Trust and the
Custodian, include certificate numbers in such tabulations.

SECTION 5. OPINION OF TRUST'S INDEPENDENT ACCOUNTANT

The Custodian shall take all reasonable action, as the Trust on behalf
of each applicable Fund may from time to time request, to obtain from year to
year favorable opinions from the Trust's independent accountants with respect to
its activities hereunder in connection with the preparation of the Trust's Form
N-lA, and Form N-SAR or other annual reports to the Securities and Exchange
Commission and with respect to any other requirements of such Commission.

SECTION 6. REPORTS TO TRUST BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the Trust, on behalf of each of the Funds
at such times as the Trust may reasonably require, with reports by independent
public accountants on the accounting system, internal accounting control and
procedures for safeguarding securities, including securities deposited and/or
maintained in a Securities System, relating to the services provided by the
Custodian under this Agreement; such reports, shall be of sufficient scope and
in sufficient detail, as may reasonably be required by the Trust to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.

SECTION 7. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Trust on behalf of each applicable Fund and the Custodian.

SECTION 8. RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties.
The Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Agreement, but shall be kept indemnified by and shall be
without liability to the Trust for any action taken or omitted by it in good
faith without negligence. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Trust) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to such
advice.

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<PAGE>

If the Trust on behalf of a Fund requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Trust or the Fund being liable for the payment of
money or incurring liability of some other form, the Trust on behalf of the
Fund, as a prerequisite to requiring the Custodian to take such action, shall
provide indemnity to the Custodian in an amount and form satisfactory to it.

If the Trust requires the Custodian to advance cash or securities for
any purpose for the benefit of a Fund or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominees own negligent action,
negligent failure to act or willful misconduct, the Custodian promptly shall
notify the Trust of the existence of any such advances, their amount and the
Fund to which the advance applies. Such advances shall be payable on demand, on
the first business day following the Trust's receipt of notice of such demand.

SECTION 9. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided, that
the Trust on behalf of one or more of the Funds may at time by action of the
Board (i) substitute another bank or trust company for the Custodian by giving
notice as described above to the Custodian, or (ii) terminate this Agreement
immediately or at such later time as the Trust may designate in the event the
Trust determines that there is a reasonable basis to conclude that the Custodian
is insolvent or that the financial condition of the Custodian is deteriorating
in any material respect.

Upon termination of the Agreement, the Trust on behalf of each
applicable Fund shall pay to the Custodian such compensation as may be due as of
the date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.

SECTION 10. SUCCESSOR CUSTODIAN

If a successor custodian for the Trust or of one or more of the Funds
shall be appointed by the Board, the Custodian shall, upon termination, deliver
to such successor custodian at the office of the Custodian all property of the
Trust then held by it hereunder and, in the case of securities, duly endorsed
and in the form for transfer, all securities of each applicable Fund then held
by it hereunder and shall transfer to an account of the successor custodian all
of the securities of each such Fund held in a Securities System. The Custodian
shall take all reasonable steps to assist in the transfer of the assets of the
applicable Funds to the successor custodian.

11
<PAGE>

If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board, deliver
at the office of the Custodian and transfer such securities, funds and other
properties in accordance with such vote. In the event that no written order
designating a successor custodian or certified copy of a vote of the Board shall
have been delivered to the Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the right to deliver to a
bank or trust company, which is a "bank" as defined in the 1940 Act, doing
business in New York City, of its own selection, having an aggregate capital,
surplus, and undivided profits, as shown by its last published report, of not
less than $25,000,000, all securities, funds and other properties held by the
Custodian on behalf of each applicable Fund and all instruments held by the
Custodian relative thereto and all other property held by it under this
Agreement on behalf of each applicable Fund and to transfer to an account of
such successor custodian all the securities of each such Fund held in any
Securities System. Thereafter, such bank or trust company shall be the successor
of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of the vote referred to or of
the Board to appoint a successor custodian, the Custodian shall be entitled to
fair compensation for its services during such period as the Custodian retains
possession of such securities, funds and other properties and the provisions of
this Agreement relating to the duties and obligations of the Custodian shall
remain in full force and effect.

SECTION 11. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Agreement, the Custodian and
the Trust on behalf of each of the Funds, may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Agreement as
may in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Trust Instrument of the Trust. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.

SECTION 12. ADDITIONAL FUNDS

In the event that the Trust establishes one or more series of Shares in
addition to the Funds with respect to which it desires to have the Custodian
render services as custodian under the terms hereof, it shall so notify the
Custodian in writing, and if the Custodian agrees in writing to provide such
services, such series of Shares shall become a Fund hereunder.

SECTION 13. CALIFORNIA LAW TO APPLY

This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with laws of State of California.

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<PAGE>

SECTION 14. PRIOR AGREEMENTS

This Agreement supersedes and terminates, as of the date hereof, all
prior Agreements between the Trust on behalf of each of the Funds and the
Custodian relating to the custody of the Trust's assets.

SECTION 15. MISCELLANEOUS

15.1 The Custodian agrees to treat all records and other information
relative to the Trust and its prior, present or potential Shareholders
confidentially and the Custodian on behalf of itself and its employees
agrees to keep confidential all such information, except after prior
notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld. The preceding notwithstanding, in
the event legal process is served upon the Custodian requiring certain
disclosure, the Custodian may divulge such information. In such event,
the Custodian shall, if legally permissible, advise the Trust of its
receipt of such legal process.

15.2 Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are
separate and distinct from the assets and liabilities of each other
Fund and that no Fund shall be liable or shall be charged for any debt,
obligation or liability or any other Fund, whether arising under the
Agreement or otherwise.

15.3 The provisions of this Section 15, Sections 7, 8, 13 and 16, and
Section 2.19, and any other rights or obligations incurred or accrued
by any party hereto prior to termination of this Agreement shall
survive any termination of this Agreement.

SECTION 16. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND
SHAREHOLDERS OFFICERS, EMPLOYEES AND AGENT

A copy of the Trust Instrument of the Trust is on file with the
Secretary of the Trust. The parties agree that neither the Shareholders,
Trustees, officers, employees nor any agent of the Trust shall be liable
hereunder and that the parties to this Agreement other than the Trust shall look
solely to the Trust property for the performance of this Agreement or payment of
any claim under this Agreement.

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<PAGE>

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

ATTEST MONARCH FUNDS

By: /s/ David I. Goldstein By:/s/ John Y. Keffer
David I. Goldstein John Y. Keffer
Vice President and Secretary President

ATTEST UNION BANK OF
CALIFORNIA, N.A.

By: By:/s/ Carl Schultz
Carl Schultz

Title: Title:Senior Vice President

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Exhibit (i)(1)
December 21, 1999

R. Darrell Mounts
Phone: 202.778.9298
Fax: 202.778.9100
[email protected]

Monarch Funds
Two Portland Square
Portland, Maine 04101

Dear Sir/Madam:

We have acted as counsel to the Monarch Funds (the "Trust"), an
unincorporated voluntary association organized under the laws of the State of
Delaware, in connection with Post-Effective Amendment No. 20 ("PEA") to the
Trust's Registration Statement on Form N-1A (File No. 33-49570) relating to the
issuance and sale of Shares of the Trust. You have requested our opinion
regarding certain matters set forth below.

In this opinion letter, the term "Shares" refers to the shares of
beneficial interest in each series of the Trust listed in Schedule A attached to
this opinion letter (each, a "Portfolio") that may be issued during the time
that the PEA is effective and has not has been superseded by another
post-effective amendment.

In connection with rendering the opinions set forth below, we have
examined copies, believed by us to be genuine, of the Trust Instrument, dated
July 10, 1992, the Bylaws, and any amendments thereto, and such other documents
relating to its organization and operation as we have deemed relevant to our
opinions, as set forth herein.

The opinions set forth in this letter are limited to the laws and facts
in existence on the date hereof, and are further limited to the laws (other than
laws relating to choice of law) of the State of Delaware that in our experience
are normally applicable to the issuance of shares of beneficial interest by
business trusts and to the Securities Act of 1933, as amended (the "1933 Act"),
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
and regulations of the Securities and Exchange Commission (the "SEC")
thereunder.

Based on and subject to the foregoing, and the additional
qualifications and other matters set forth below, it is our opinion that as of
the date hereof the Shares, when sold in accordance with the terms contemplated
by the PEA, including receipt of the Trust of full payment for the Shares and
compliance with the 1933 Act and the 1940 Act and applicable state laws
regulating the offer and sale of securities will have been legally issued, fully
paid and non-assessable.

We are furnishing this opinion letter to you solely in connection with
the issuance of the Shares. You may not rely on this opinion letter in any other
connection, and it may not be furnished to or relied upon by any other person
for any purpose, without specific prior written consent.

The foregoing opinions are rendered as of the date of this letter,
except as otherwise indicated. We assume no obligation to update or supplement
our opinions to reflect any changes of law or fact that may occur.

We hereby consent to this opinion letter accompanying the PEA when it
is filed with the SEC and to the reference to our firm in the statement of
additional information that is being filed as part of such PEA.

Sincerely,

KIRKPATRICK & LOCKHART LLP

By: /s/R. Darrell Mounts
R. Darrell Mounts

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<PAGE>

SCHEDULE A

TREASURY CASH FUND
GOVERNMENT CASH FUND
CASH FUND

17
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Exhibit (i)(2)

KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE N. W.

WASHINGTON, D.C. 20036

TELEPHONE : (202) 778-9000

FACSIMILE: (202) 778-9100

December 29, 1999

Monarch Funds

Two Portland Square

Portland, Maine 04101

Ladies and Gentlemen:

We consent to the continued inclusion as an exhibit to the Registration
Statement of Monarch Funds of our opinion dated October 22, 1992 as to the
legality of the securities registered by Monarch Funds as of that date.

Very Truly Yours,

/s/ Kirkpatrick & Lockhart LLP

Kirkpatrick & Lockhart LLP

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Exhibit (j)

CONSENT OF INDEPENDENT AUDITORS

The Board of Trustees and Shareholders
Monarch Funds:

We consent to the use of our reports dated October 8, 1999 for Treasury Cash
Fund, Government Cash Fund, and Cash Fund, series of Monarch Funds and for
Treasury Cash Portfolio, Government Cash Portfolio, and Cash Portfolio, series
of Core Trust (Delaware), incorporated herein by reference into the statement of
additional information and to the references to our Firm under the headings,
"Financial Highlights" in the prospectuses and "Independent Auditors" in the
statement of additional information.

/s/ KPMG LLP

Boston, Massachusetts
DECEMBER 28, 1999

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