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As filed with the Securities and Exchange Commission on July 30, 1996
File No. 811-8858
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 4
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CORE TRUST (DELAWARE)
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 207-879-1900
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David I. Goldstein, Esq.
Forum Financial Services, Inc.
Two Portland Square
Portland, Maine 04101
(Name and Address of Agent for Service)
Copies to:
R. Darrell Mounts, Esq.
Kirkpatrick & Lockhart
South Lobby-9th Floor
1800 M Street, N.W.
Washington, D.C. 20036-5891
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EXPLANATORY NOTE
This Registration Statement is being filed by Registrant pursuant to Section
8(b) of the Investment Company Act of 1940, as amended. Beneficial interests in
the series of Registrant are not being registered under the Securities Act of
1933, as amended, because such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of that act. Investments in Registrant's series may
only be made by certain institutional investors, whether organized within or
without the United States (excluding individuals, S corporations, partnerships,
and grantor trusts beneficially owned by any individuals, S corporations, or
partnerships). This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any beneficial interests in any
series of Registrant.
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PART A
CORE TRUST (DELAWARE)
SMALL COMPANY PORTFOLIO
INTERNATIONAL PORTFOLIO
INTERNATIONAL PORTFOLIO II
INDEX PORTFOLIO
No changes are effected by this Post-Effective Amendment to the disclosure
regarding Small Company Portfolio, International Portfolio, International
Portfolio II, and Index Portfolio included in Registrant's Registration
Statement filed February 28, 1996.
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PART B
CORE TRUST (DELAWARE)
SMALL COMPANY PORTFOLIO
INTERNATIONAL PORTFOLIO
INTERNATIONAL PORTFOLIO II
INDEX PORTFOLIO
No changes are effected by this Post-Effective Amendment to the disclosure
regarding Small Company Portfolio, International Portfolio, International
Portfolio II, and Index Portfolio included in Registrant's Registration
Statement filed February 28, 1996.
<PAGE>
PART A
CORE TRUST (DELAWARE)
TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO
No changes are effected by this Post-Effective Amendment to the disclosure
regarding Treasury Cash Portfolio, Government Cash Portfolio and Cash Portfolio
included in Post-Effective Amendment No. 1 to Registrant's Registration
Statement filed September 1, 1995.
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PART B
CORE TRUST (DELAWARE)
TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO
No changes are effected by this Post-Effective Amendment to the disclosure
regarding Treasury Cash Portfolio, Government Cash Portfolio and Cash Portfolio
included in Post-Effective Amendment No. 1 to Registrant's Registration
Statement filed September 1, 1995.
<PAGE>
PART A
CORE TRUST (DELAWARE)
TREASURY PORTFOLIO
Part A of this Registration Statement on Form N-1A, as amended through the date
hereof, relating to the Treasury Portfolio of Core Trust (Delaware) consists of
the following Private Placement Memorandum of the Treasury Portfolio. Responses
to Items 1, 2, 3 and 5A of Form N-1A have been omitted pursuant to paragraph 4
of Instruction F of the General Instructions to Form N-1A.
<PAGE>
PRIVATE PLACEMENT MEMORANDUM
TREASURY PORTFOLIO
August 1, 1996
This Private Placement Memorandum relates to beneficial interests in the
Treasury Portfolio (the "Portfolio") of Core Trust (Delaware) (the "Trust"), a
registered, open-end management investment Company.
Investments in the Portfolio may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). An investor in the
Portfolio must also be an "accredited investor," as that term is defined under
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
This Private Placement Memorandum does not constitute an offer to sell, or the
solicitation of an offer to buy, beneficial interests in the Portfolio. An
investor may subscribe for a beneficial interest in the Portfolio by contacting
Forum Financial Services, Inc., the Trust's placement agent (the "Placement
Agent"), at Two Portland Square, Portland, Maine 04101, (207) 879-6200, for a
complete subscription package, including a subscription agreement. The Trust and
the Placement Agent reserve the right to refuse to accept any subscription for
any reason.
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TABLE OF CONTENTS
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Page
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General Description of the Trust and the Portfolio.......... 1
Introduction........................................... 1
Investment Objective................................... 1
Investment Policies.................................... 2
Management.................................................. 4
Capital Stock and Other Securities.......................... 6
Purchase of Securities...................................... 7
Redemption or Repurchase.................................... 8
Other Information........................................... 9
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THE SECURITIES OF THE TRUST DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER (1) THE TERMS OF THE TRUST INSTRUMENT OF THE
TRUST AND (2) THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
<PAGE>
PRIVATE PLACEMENT MEMORANDUM
TREASURY PORTFOLIO
August 1, 1996
GENERAL DESCRIPTION OF THE TRUST AND THE PORTFOLIO (ITEM 4 TO FORM N-1A)
INTRODUCTION
Core Trust (Delaware) (the "Trust") is a no-load, open-end management investment
company which was organized as a business trust under the laws of the State of
Delaware pursuant to a Trust Instrument dated September 1, 1994, as amended and
restated November 1, 1994.
Beneficial interests in the Trust are divided into eight separate diversified
subtrusts or "series," each having a distinct investment objective and distinct
investment policies. This Private Placement Memorandum (the "Memorandum")
relates to beneficial interests in the Treasury Portfolio (the "Portfolio"), one
of the subtrusts of the Trust. The Portfolio commenced operations on February
21, 1996. The assets of the Portfolio belong only to the Portfolio, and the
assets belonging to a subtrust of the Trust shall be charged with the
liabilities of that subtrust and all expenses, costs, charges and reserves
attributable to that subtrust. The Trust is empowered to establish, without
investor approval, additional subtrusts, which may have different investment
objectives and policies.
Beneficial interests in the Portfolio are offered solely in private placement
transactions which do not involve any "public offering" within the meaning of
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act").
Investments in the Portfolio may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). This registration
statement does not constitute an offer to sell, or the solicitation of an offer
to buy, any "security" within the meaning of the 1933 Act.
Forum Advisors, Inc. ("Forum Advisors") serves as the investment adviser of the
Portfolio. Subject to the general supervision of Forum, Linden Asset Management,
Inc. ("Linden") serves as investment subadviser to the Portfolio. Forum
Financial Services, Inc. ("Forum") serves as the administrator and placement
agent of the Portfolio and its affiliate, Forum Financial Corp. ("FFC"), serves
as the transfer agent and fund accountant of the Portfolio.
INVESTMENT OBJECTIVE
The investment objective of the Portfolio is to provide high current income to
the extent consistent with the preservation of capital and the maintenance of
liquidity.
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The investment objective of the Portfolio is fundamental and may not be changed
without investor approval. There can be no assurance that the Portfolio will
achieve its investment objective.
INVESTMENT POLICIES
U.S. GOVERNMENT SECURITIES. The Portfolio seeks to attain its investment
objective by investing primarily in obligations issued or guaranteed as to
principal and interest by the United States Treasury or by certain agencies and
instrumentalities of the United States Government ("U.S. Government
Securities"). The Portfolio invests with a view toward providing income that is
generally considered exempt from state and local income taxes. The Portfolio
will purchase a U.S. Government Security that is not backed by the full faith
and credit of the U.S. Government only if that security has a remaining maturity
of one year or less. The Portfolio's policies may result in a lower yield than
could result from a policy of investing in other types of money market
instruments.
Under normal market conditions, the Portfolio will invest at least 65% of its
total assets in U.S. Treasury obligations, such as Treasury bills and notes.
Among the other securities in which the Portfolio may invest are obligations of
the Farm Credit System, Farm Credit System Financial Assistance Corporation,
Federal Financing Bank, Federal Home Loan Banks, General Services
Administration, Student Loan Marketing Association, and Tennessee Valley
Authority. Income on these obligations and the obligations of certain other
agencies and instrumentalities is generally not subject to state and local
income taxes by Federal law. In addition, the income received by Fund
shareholders that is attributable to these investments will also be exempt in
most states from state and local income taxes. Shareholders should determine
through consultation with their own tax advisors whether and to what extent
dividends payable by the Fund from interest received with respect to its
investments will be considered to be exempt from state and local income taxes in
the shareholder's state. Shareholders similarly should determine whether the
capital gain and other income, if any, payable by the Fund will be subject to
state and local income taxes in the shareholder's state.
The U.S. Government Securities in which the Portfolio may invest include direct
obligations of the U.S. Treasury (such as Treasury bills and notes) and other
securities backed by the full faith and credit of the U.S. Government. Certain
U.S. Government Securities have lesser degrees of government backing. For
instance, certain obligations are supported by the right of the issuer to borrow
from the Treasury under certain circumstances and other obligations, such as
those of the Student Loan Marketing Association, are supported only by the
credit of the agency or instrumentality. There is no guarantee that the U.S.
Government will support securities not backed by its full faith and credit and,
accordingly, these securities may involve more risk than other U.S. Government
Securities.
U.S. GOVERNMENT ZERO COUPON SECURITIES. The Portfolio may invest in separately
traded principal and interest components of securities issued or guaranteed by
the U.S. Treasury under the Treasury's Separate Trading of Registered Interest
and Principal of Securities ("STRIPS") program. Zero coupon securities are sold
at original issue discount and pay no interest to holders
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prior to maturity. Because of this, zero coupon securities may be subject to
greater fluctuation of market value than the other securities in which the
Portfolio may invest.
GENERAL INFORMATION. The Portfolio will only invest in high quality, short-term
money market instruments that are determined by the Adviser, pursuant to
procedures approved by the Board of Directors of the Trust (the "Board"), to be
eligible for purchase and to present minimal credit risks. The Portfolio's
investments are subject to the restrictions imposed by Rule 2a-7 under the
Investment Company Act of 1940. In accordance with that rule, the Portfolio will
only invest in U.S. dollar denominated instruments that have a maximum remaining
maturity of 397 days and will maintain a dollar-weighted average portfolio
maturity of 90 days or less. Generally, high quality instruments include those
that (i) are rated (or, if unrated, are issued by an issuer with comparable
outstanding short-term debt that is rated) in one of the two highest rating
categories by two nationally recognized statistical rating organizations
("NRSROs") or, if only one NRSRO has issued a rating, by that NRSRO, or (ii) are
otherwise unrated and determined by the Adviser to be of comparable quality. A
description of the rating categories of various rating agencies, such as
Standard & Poor's Corporation and Moody's Investors Service, Inc. is contained
in the SAI. The Portfolio may invest in instruments with fixed, variable or
floating interest rates. To ensure adequate liquidity the Portfolio may not
invest more than 10% of its net assets in illiquid securities. The Adviser's
determinations of the comparable quality of all unrated securities is made
pursuant to guidelines adopted by the Board.
The Portfolio's yields will tend to fluctuate inversely with prevailing market
interest rates. For instance, in periods of falling market interest rates, the
Portfolio's yields will tend to be somewhat higher than those rates. Although
the Portfolio invests in high quality money market instruments, an investment in
the Fund is subject to risk even if all securities in the Portfolio's portfolio
are paid in full at maturity. All money market instruments, including U.S.
Government Securities, can change in value when interest rates, the issuer's
actual or perceived creditworthiness or the issuer's ability to meet its
obligations change.
Forward Commitment Securities. The Portfolio may purchase securities on a when-
issued or delayed delivery basis (forward commitments). When these transactions
are negotiated, the price or yield is fixed at the time the commitment is made,
but delivery and payment for the securities take place at a later date.
Securities so purchased are subject to market price fluctuation from the time of
purchase, but no interest on the securities accrues to the Portfolio until
delivery and payment take place. Accordingly, the value of the securities on the
delivery date may be more or less than the purchase price. Forward commitments
will be entered into only when the Portfolio has the intention of actually
acquiring the securities, but the Portfolio may sell the securities before the
settlement date if deemed advisable. Forward commitments will not be entered
into if the aggregate of the commitments exceeds 15% of the value of the
Portfolio's total assets.
OTHER INVESTMENT POLICIES
The investment objective and policies of the Portfolio that are designated as
fundamental may not be changed without approval of the holders of a majority of
the outstanding voting securities of the Portfolio. A majority of outstanding
voting securities means the lesser of 67% of the shares present or represented
at a shareholders meeting at which the holders of more than 50% of
<PAGE>
the shares are present or represented, or more than 50% of the outstanding
shares. All other investment policies of the Portfolio may be changed by the
Board of the Trust without shareholder approval. The Portfolio may borrow money
for temporary or emergency purposes (including the meeting of redemption
requests) but not in excess of 33 1/3% of the value of the Portfolio's total
assets. Borrowing for purposes other than meeting redemption requests will not
exceed 5% of the value of the Portfolio's total assets. The Portfolio is
permitted to invest up to 10% of the value of its total assets in other
investment companies that intend to comply with Rule 2a-7 and have substantially
similar investment objectives and policies. The Portfolio may also from time to
time lend securities from its portfolio to brokers, dealers and other financial
institutions.
MANAGEMENT (ITEM 5 OF FORM N-1A)
TRUSTEES AND OFFICERS
The business of the Trust is managed under the direction of the Board of
Trustees. Forum provides persons satisfactory to the Board to serve as officers
of the Trust. The Portfolio's Statement of Additional Information, which is
available from the Trust, contains general background information about each
Trustee and officer of the Trust.
INVESTMENT ADVISERS
Forum Advisors serves as investment adviser of the Portfolio pursuant to an
investment advisory agreement between Forum Advisors and the Trust. Subject to
the general supervision of the Board, Forum Advisors makes investment decisions
for the Portfolios and monitors the Portfolios' investments. Forum is located at
Two Portland Square, Portland, Maine 04101, and is controlled by John Y. Keffer.
Forum currently advises five other mutual funds.
Pursuant to an investment advisory agreement among the Trust, the Adviser and
Forum Advisors, from time to time Linden may provide Forum Advisors with
assistance regarding certain of Forum Advisor's responsibilities under its
investment advisory agreement. These services may include management of part of
or all of the Portfolios' investment portfolios. Linden Asset Management, Inc.,
the Portfolio's sub-adviser, is located at 812 N. Linden Drive, Beverly Hills,
California 90210, and is controlled by Anthony R. Fischer, Jr., who acts as each
Portfolio's portfolio manager. Linden advises three other mutual funds.
Forum Advisors and Linden are required to furnish at their expense all services,
facilities and personnel necessary in connection with managing the Portfolios'
investments and effecting portfolio transactions for the Portfolios.
For its services under the investment advisory agreement, Forum Advisors
receives from the Portfolio an annual advisory fee of 0.05% of the total average
daily net assets of the Portfolio. To the extent Forum Advisors has delegated
its responsibilities to Linden, Forum Advisors pays the advisory fee accrued for
such period of time to Linden. It is currently anticipated that Forum Advisors
will delegate responsibility for portfolio management regularly to Linden.
<PAGE>
CUSTODIAN
First National Bank of Boston, N.A., serves as the custodian for the Portfolio
and may appoint certain subcustodians to custody the Portfolios' securities and
other assets.
ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT
Pursuant to an administrative agreement with the Trust, Forum supervises the
overall management of the Portfolio, including overseeing the Portfolio's
receipt of services, advising the Trust and the Trustees on matters concerning
the Trust and the Portfolio and their respective affairs, and providing the
Trust with general office facilities and certain persons to serve as officers.
For these services and facilities with respect to the Portfolio, Forum receives
a fee at an annual rate of 0.10% of the average daily net assets of the
Portfolio.
As of June 30, 1996 Forum acted as administrator and distributor of registered
investment companies with assets of approximately $18 billion. Forum, whose
principal business address is Two Portland Square, Portland, Maine 04101, is a
registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc. As of June 30, 1996, Forum, Forum Advisors and the FFC
were each directly controlled by John Y. Keffer, President and Chairman of the
Trust.
FFC, Two Portland Square, Portland, Maine 04101, is the Trust's transfer agent
and fund accountant. For these services, FFC receives a base fee of $36,000 per
year plus $6,000 for each investor (other than Forum and its affiliates) in the
Portfolio (in excess of one). In addition, Forum may receive increased fees from
the Portfolio depending on the number and type of securities held by the
Portfolio.
EXPENSES
The Portfolio is obligated to pay for all of its expenses. These expenses
include: governmental fees; interest charges; taxes; brokerage fees and
commissions; insurance premiums; investment advisory, custodial, administrative
and transfer agency and fund accounting fees, as described above; compensation
of certain of the Trust's Trustees, costs of membership in trade associations;
fee and expenses of independent auditors and legal counsel to the Trust; and
expenses of calculating the net asset value of and the net income of the
Portfolios. The Portfolio's expenses comprise Trust expenses attributable to the
Portfolio, which are allocated to the Portfolio, and expenses not attributable
to the Portfolio, which are allocated among all subtrusts of the Trust in
proportion to their average net assets or as otherwise determined by the Board.
All fees of Forum Advisors, Linden, Forum, FFC and the custodian are accrued
daily and paid monthly. Each service provider may each elect to waive (or
continue to waive) all or a portion of its fees and may reimburse the Portfolio
for certain expenses. Any such waivers or reimbursements will have the effect of
increasing the Portfolio's performance for the period during which the waiver or
reimbursement is in effect. No fee waivers may be recouped at a later date.
<PAGE>
CAPITAL STOCK AND OTHER SECURITIES (ITEM 6 OF FORM N-1A)
The Trust was organized as a business trust under the laws of the State of
Delaware. Under the Trust Instrument, the Trustees are authorized to issue
beneficial interests in separate subtrusts or "series" of the Trust. The Trust
currently has eight series; the Trust reserves the right to create and issue
additional series.
Each investor in the Portfolio is entitled to participate equally in the
Portfolio's earnings and assets and to a vote in proportion to the amount of
its investment in the Portfolio or in the Trust as a whole. Investments in the
Portfolio may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value ("NAV").
Investments in the Portfolio have no preemptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Trust is not
required and has no current intention to hold annual meetings of investors, but
the Trust will hold special meetings of investors when in the Trustees' judgment
it is necessary or desirable to submit matters to an investor vote. Generally,
beneficial interests will be voted in the aggregate without reference to a
subtrust of the Trust, except if the matter affects only one subtrust, in which
case interests will be voted separately by subtrust. Investors have the right to
remove one or more Trustees without a meeting by a declaration in writing by a
specified number of investors. Upon liquidation of the Portfolio, investors will
be entitled to share pro rata in the Portfolio's net assets available for
distribution to investors.
The Portfolio's net income consists of (1) all dividends, accrued interest
(including earned discount, both original issue and market discount), and other
income, including any net realized gains on the Portfolio's assets, less (2) all
actual and accrued expenses of the Portfolio, amortization of any premium, and
net realized losses on the Portfolio's assets, all as determined in accordance
with generally accepted accounting principles. All of the Portfolio's net income
is allocated pro rata among the investors in the Portfolio. The Portfolio's net
income generally is distributed to the investors in the Portfolio on a daily
basis.
Under the anticipated method of the Portfolios' operations, investors in the
Portfolio will not be subject to any income tax. However, each investor in the
Portfolio will be taxable on its proportionate share (as determined in
accordance with the Trust's Trust Instrument and the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations promulgated thereunder) of
the Portfolio's ordinary income and capital gain. It is intended that the
Portfolio's assets, income, and distributions will be managed in such a way that
an investor in the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code, assuming that the investor invested all of its assets
in the Portfolio.
Investor inquiries may be directed to Forum Financial Services, Inc.
PURCHASE OF SECURITIES (ITEM 7 OF FORM N-1A)
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See "Item 4.
<PAGE>
General Description of Registrant." All investments in the Portfolio are made
without a sales load, at the NAV next determined after a subscription is
accepted by the Portfolio.
The NAV of each Portfolio is determined as of 2:00 P.M., Eastern time
("Valuation Time"), on all weekdays, except New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day,
Thanksgiving and Christmas ("Business Day").
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio. At the Valuation Time on each Business Day, the value of each
investor's beneficial interest in the Portfolio will be determined by
multiplying the Portfolio's NAV by the percentage, effective for that day, that
represents that investor's share of the aggregate beneficial interests in the
Portfolio. Any additions to or withdrawals of those interests which are to be
effected on that day will then be effected. Each investor's share of the
aggregate beneficial interests in the Portfolio then will be recomputed using
the percentage equal to the fraction (1) the numerator of which is the value of
the investor's investment in the Portfolio as of the Valuation Time on that day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from such investment effected on that day and (2) the denominator of which is
the Portfolio's aggregate NAV as of the Valuation Time on that day plus or
minus, as the case may be, the amount of the net additions to or withdrawals
from the aggregate investments in the Portfolio by all investors. The
percentages so determined then will be applied to determine the value of each
investor's respective interest in the Portfolio as of the Valuation Time on the
following Business Day.
In order to more easily maintain a stable net asset value per share, the
Portfolio's portfolio securities are valued at their amortized cost (acquisition
cost adjusted for amortization of premium or accretion of discount) in
accordance with Rule 2a-7. The Portfolio will only value its portfolio
securities using this method if the Board believes that it fairly reflects the
market-based net asset value per share. The Portfolio's other assets, if any,
are valued at fair value by or under the direction of the Board.
There is no minimum initial or subsequent investment in the Portfolio. However,
since the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the return on its assets, investments
must be made in Federal funds (i.e., monies credited to the account of the
Portfolios' custodian by a Federal Reserve Bank).
The Trust reserves the right to cease accepting investments in the Portfolio at
any time or to reject any investment order.
The exclusive placement agent for the Trust is Forum. Forum receives no
compensation for serving as the exclusive placement agent for the Trust.
REDEMPTION OR REPURCHASE (ITEM 8 OF FORM N-1A)
An investor in the Portfolio may withdraw all or any portion of its investment
in the Portfolio at the NAV next determined after a withdrawal request in proper
form is furnished by the investor to the Trust. The proceeds of a withdrawal
will be paid by the Portfolio in Federal funds normally on the Business Day
after the withdrawal is effected, but in any event within seven
<PAGE>
days. Investments in the Portfolio may not be transferred. The right of
redemption may not be suspended nor the payment dates postponed for more than
seven days except when the New York Stock Exchange is closed (or when trading
thereon is restricted) for any reason other than its customary weekend or
holiday closings or under any emergency or other circumstances as determined by
the Commission.
Redemptions from the Portfolio may be made wholly or partially in portfolio
securities if the Board determines that payment in cash would be detrimental to
the best interests of the Portfolio. The Trust has filed an election with the
Commission pursuant to which each Portfolio will only consider effecting a
redemption in portfolio securities if the particular holder of beneficial
interest is redeeming more than $250,000 or 1% of the Portfolio's NAV, whichever
is less, during any 90-day period.
OTHER INFORMATION
This Memorandum sets forth concisely certain information concerning the Trust
and the Portfolio that a prospective investor should know before investing. The
Trust has written a Statement of Additional Information dated August 1, 1996, as
may be amended from time to time (the "SAI"), which contains more detailed
information about the Trust and the Portfolio and which is incorporated into
this Prospectus by reference. The SAI is available without charge by contacting
the Placement Agent at the address listed on the cover page to this Memorandum.
PENDING LEGAL PROCEEDINGS (ITEM 9 OF FORM N-1A)
Not applicable.
<PAGE>
PART B
CORE TRUST (DELAWARE)
TREASURY PORTFOLIO
Part B of this Registration Statement on Form N-1A, as amended through the date
hereof, relating to the Treasury Portfolio of Core Trust (Delaware) consists of
the following Statement of Additional Information of the Treasury Portfolio.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TREASURY PORTFOLIO
August 1, 1996
This Statement of Additional Information ("SAI") relates to beneficial interests
in the Treasury Portfolio (the "Portfolio") of Core Trust (Delaware) (the
"Trust"), a registered, open-end management investment company, and supplements
the Private Placement Memorandum (the "Memorandum") relating to the Portfolio.
Investments in the Portfolio may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). An investor in the
Portfolio must also be an "accredited investor," as that term is defined under
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
This Statement of Additional Information does not constitute an offer to sell,
or the solicitation of an offer to buy, beneficial interests in the Portfolio.
An investor may subscribe for a beneficial interest in the Portfolio by
contacting Forum Financial Services, Inc., the Trust's placement agent (the
"Placement Agent"), at Two Portland Square, Portland, Maine 04101, (207) 879-
6200, for a complete subscription package, including the Memorandum and a
subscription agreement. The Trust and the Placement Agent reserve the right to
refuses to accept any subscription for any reason.
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TABLE OF CONTENTS
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Page
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General Information and History............................ 1
Investment Objectives and Policies......................... 1
Management of the Trust.................................... 9
Control Persons and Principal Holders of Securities........ 11
Investment Advisory and Other Services..................... 11
Brokerage Allocation and Other Practices................... 12
Capital Stock and Other Securities......................... 13
Purchase, Redemption and Pricing of Securities............. 13
Tax Status................................................. 13
Underwriters............................................... 14
Financial Statements....................................... 14
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THE SECURITIES OF THE TRUST DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER (1) THE TERMS OF THE TRUST INSTRUMENT OF THE
TRUST AND (2) THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES (ITEM 13 OF FORM N-1A)
The Memorandum contains information about the investment objectives, policies
and restrictions of Treasury Portfolio (the "Portfolio"), a subtrust of Core
Trust (Delaware) (the "Trust"). The following discussion is intended to
supplement the disclosure in the Memorandum concerning the Portfolio's
investments, investment techniques and strategies and the risks associated
therewith. The Portfolio may not make any investment or employ any investment
technique or strategy not referenced in Part A as it relates to that Portfolio.
This Part B should be read only in conjunction with Part A.
DEFINITIONS
As used in this SAI, the following terms shall have the meanings listed:
"Linden" shall mean Linden Asset Management, Inc.
"Board" shall mean the Board of Trustees of Core Trust.
"Core Trust" or "Trust" shall mean the Core Trust (Delaware).
"FFC" shall mean Forum Financial Corp.
"Forum" shall mean Forum Financial Services, Inc.
"Forum Advisors" shall mean Forum Advisors, Inc.
"NRSRO" shall mean a nationally recognized statistical rating organization.
"Portfolio" shall mean each of Treasury Cash Portfolio, Government Cash
Portfolio and Cash Portfolio.
"SEC" shall mean the U.S. Securities and Exchange Commission.
"U.S. Government Securities" shall mean obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.
"1940 Act" shall mean the Investment Company Act of 1940, as amended.
INVESTMENT POLICIES
Except for U.S. Government Securities (as defined in the Memorandum) and to the
limited extent otherwise permitted by Rule 2a-7 under the Investment Trust Act
of 1940 ("1940 Act"), the Portfolio may not invest more than five percent of its
total assets in (i) the securities of any one issuer or (ii) securities that are
rated (or are issued by an issuer with comparable outstanding short-term debt
that is rated) in the second highest rating category or are unrated and
determined by Forum Advisors or Linden to be of comparable quality.
RATINGS AS INVESTMENT CRITERIA
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and other nationally recognized statistical rating organizations 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 debt securities by several NRSROs is included in Appendix A
to this Statement of Additional Information. The Portfolio may use these ratings
to determine whether to purchase, sell or hold a security. However, ratings are
general and are not absolute standards of quality. Consequently, securities with
the same maturity, interest rate and rating may have different market prices. If
an issue of securities ceases to be rated or if its rating is reduced after it
has been
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purchased by the Portfolio, Forum Advisors will determine whether the Portfolio
should continue to hold the obligation pursuant to procedures adopted by the
Core Trust. In the event that a security held by the Portfolio (i) is downgraded
by an NRSRO below the highest rating category (or an unrated security is
determined by Forum Advisors to no longer be comparable to a security bearing
the highest rating) or (ii) to the Adviser's knowledge has been given a rating
by an NRSRO below the second highest rating category, the Core Trust Board will
promptly reassess whether the security continues to present minimal credit risks
and will take such action as the Board determines is in the best interests of
the Portfolio and its shareholders. The reassessment required by clause (ii)
will not be required, however, if the security has been disposed of (or has
matured) within five business days of the Forum Advisor's or Linden's becoming
aware of the new rating (or comparable quality, in the case of an unrated
security) and the Board is notified of the action taken. 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.
WHEN-ISSUED SECURITIES AND DELAYED DELIVERY SECURITIES
The Portfolio may purchase securities on a when-issued or delayed delivery
basis. In those cases, the purchase price and the interest rate payable on the
securities are fixed on the transaction date and delivery and payment may take
place a month or more after the date of the transaction. At the time the
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. If the Portfolio chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the disposition
of any other portfolio obligation, incur a gain or loss due to market
fluctuation.
ILLIQUID SECURITIES
The Portfolio may each invest up to 10% of its net assets in illiquid
securities. The term "illiquid securities" for this purpose means securities
that cannot be disposed of within seven days in the ordinary course of business
at approximately the amount at which the Portfolio has valued the securities and
includes, among other things, repurchase agreements maturing in more than seven
days.
The Core Trust Board has the ultimate responsibility for determining whether
specific securities are liquid or illiquid. The Core Trust Board has delegated
the function of making day-to-day determinations of liquidity to the Forum
Advisors, pursuant to guidelines approved by the Core Trust Board. Forum
Advisors 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. Forum Advisors
monitors the liquidity of the securities in the Portfolio's portfolio and
reports periodically on such decisions to the Core Trust Board.
LENDING OF PORTFOLIO SECURITIES
In order to obtain additional income, the Portfolio may from time to time lend
securities from its portfolio to brokers, dealers and financial institutions.
Securities loans must be callable at any time and must be continuously secured
by collateral from the borrower in the form of cash or U.S. Government
Securities with a market value, determined daily, at least equal to the value of
the securities being loaned. The Portfolio receives fees in respect of
securities loans from the borrower or interest from investing the cash
collateral. The Portfolio may pay fees to arrange the loans. The Portfolio may
pay fees to arrange the loans. As a fundamental policy, the Portfolio may not
lend portfolio securities in an amount greater than 33% of the value of its
total assets. The Portfolio intends to enter securities loans only with those
companies that the Adviser, under the general supervision of the Core Trust
Board, believes present minimal credit risks.
The Portfolio's use of securities lending entails certain risks not associated
with direct investments in securities. For instance, in the event that
bankruptcy or similar proceedings were commenced against a counterparty in these
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transactions or a counterparty defaulted on its obligations, the Portfolio might
suffer a loss. Failure by the other party to deliver a security purchased by the
Fund may result in a missed opportunity to make an alternative investment. Forum
Advisors monitors the creditworthiness of counterparties to these transactions
and intends to enter into these transactions only when it believes the
counterparties present minimal credit risks and the income to be earned from the
transaction justifies the attendant risks.
2. INVESTMENT LIMITATIONS
The Portfolio has adopted the following fundamental investment limitations which
are in addition to those contained in the Memorandum and which may not be
changed without shareholder approval. The Portfolio may not:
(1) Borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests). Total borrowings may not exceed 33 1/3% of the
Portfolio's total assets and borrowing for purposes other than meeting
redemptions may not exceed 5% of the value of each the Portfolio's total assets.
Outstanding borrowings in excess of 5% of the value of the Portfolio's total
assets must be repaid before any subsequent investments are made by the
Portfolio.
(2) Make loans, except that the Portfolio may (I) purchase debt securities
which are otherwise permissible investments, (ii) enter into repurchase
agreements and (iii) lend portfolio securities.
(3) Purchase securities, other than U.S. Government Securities, if more than
25% of the value of the Portfolio's total assets would be invested in securities
of issuers conducting their principal business activity in the same industry,
provided that consumer finance companies and industrial finance companies are
considered to be separate industries and that there is no limit on the purchase
of the securities of domestic commercial banks.
(4) With respect to 75% of its assets, purchase securities, other than U.S.
Government Securities, of any one issuer if more than 5% of the value of the
Portfolio's total assets would at the time of purchase be invested in any one
issuer.
(5) Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. Collateralized loans of securities are not deemed to be pledges or
hypothecations for this purpose.
(6) Act as an underwriter of securities of other issuers, except to the extent
that, in connection with the disposition of portfolio securities, the Portfolio
may be deemed to be an underwriter for purposes of the Securities Act of 1933.
(7) 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.
(8) Write put and call options.
(9) Purchase securities having voting rights, except the Portfolio may invest
in securities of other investment companies to the extent permitted by the 1940
Act.
(10) Invest for the purpose of exercising control over any person.
(11) Issue senior securities except pursuant to Section 18 of the 1940
Act and except that the Portfolio may borrow money subject to investment
limitations specified in the Portfolio's Prospectus.
(12) 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.
(13) Invest in securities (other than fully-collateralized debt obligations)
issued by companies that have conducted continuous operations for less than
three years, including the operations of predecessors, unless guaranteed as to
principal and interest by an issuer in whose securities the Portfolio could
invest.
<PAGE>
(14) Invest in or hold securities of any issuer if officers and Trustees
of the Trust or the Adviser, individually owning beneficially more than 1/2
of 1% of the securities of the issuer, in the aggregate own more than 5% of
the issuer's securities.
(15) Invest in interests in oil or gas or interests in other mineral
exploration or development programs.
(16) Purchase restricted securities.
(17) Purchase or sell real property (including limited partnership
interests, but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies which invest
in real estate.)
If a percentage restriction on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in
percentage resulting from a change in the market values of the Portfolio's
assets or redemptions of shares will not be considered a violation of the
limitation.
MANAGEMENT OF THE TRUST (ITEM 14 OF FORM N-1A)
TRUSTEES AND OFFICERS
The Trustees and officers of the Trust and their 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.
John Y. Keffer and David R. Keffer are brothers.
John Y. Keffer*, Chairman and President.
President and Director, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Financial Corp. (a registered transfer agent) and
Forum Advisors, Inc. (a registered investment adviser). Mr. Keffer is a
Trustee/Director and/or officer of various registered investment companies
for which Forum Financial Services, Inc. serves as manager, administrator
and/or distributor. His address is 61 Broadway, New York, New York 10006.
Costas Azariadis, Trustee.
Professor of Economics, University of California, Los Angeles, since July
1992. Prior thereto, Dr. Azariadis was Professor of Economics at the
University of Pennsylvania. His address is Department of Economics,
University of California, Los Angeles, 405 Hilgard Avenue, Los Angeles,
California 90024.
James C. Cheng, Trustee.
Founder and President, Technology Marketing Associates (a marketing company
for small and medium size businesses in New England) since 1991. During
November 1991 to September 1994, Mr. Cheng provided marketing and sales
support to Forum. Mr. Cheng was President of Network Dynamics, Inc. (a
software development company). Prior thereto His address is 27 Temple
Street, Belmont, MA 02718.
J. Michael Parish, Trustee.
Partner at the law firm of Reid & Priest. Prior to 1995, Mr. Parish was a
partner at Winthrop Stimson Putnam & Roberts since 1989. His address is 40
West 57th Street, New York, New York 10019.
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Michael D. Martins, Treasurer
Fund Accounting Manager, Forum Financial Corp., with which he has been
associated since 1995. Prior thereto, Mr. Martins was at the audit firm of
Deloitte & Touche LLP. Mr. Martins is also an officer of various registered
investment companies for which Forum Financial Services, Inc. serves as
manager, administrator and/or distributor. His address is Two Portland
Square, Portland, Maine 04101.
David R. Keffer, Vice President, Assistant Secretary and Assistant Treasurer.
Vice President and Treasurer, Forum Financial Services, Inc. with which he
has been associated since August 1986. Mr. Keffer is also an officer of
various registered investment companies for which Forum Financial Services,
Inc. serves as manager, administrator and/or distributor. His address is 61
Broadway, New York, New York 10006.
David I. Goldstein, Secretary.
Counsel, Forum Financial Services, Inc., with which he has been associated
since 1991. Prior thereto, Mr. Goldstein was associated with the law firm
of Kirkpatrick & Lockhart. Mr. Goldstein is also an officer of various
registered investment companies for which Forum Financial Services, Inc.
serves as manager, administrator and/or distributor. His address is Two
Portland Square, Portland, Maine 04101.
Max Berueffy, Assistant Secretary.
Counsel, Forum Financial Services, Inc., with which he has been associated
since May 1994. For seven years prior to that, Mr. Berueffy held various
positions on the staff of the U.S. Securities and Exchange Commission. His
last position was Senior Special Counsel in the Division of Investment
Management. Mr. Berueffy is also an officer of various registered
investment companies for which Forum Financial Services, Inc. serves as
manager, administrator and/or distributor. His address is Two Portland
Square, Portland, Maine 04101.
Thomas G. Sheehan, Assistant Secretary.
Counsel, Forum Financial Services, Inc. since October, 1993. Prior thereto,
Mr. Sheehan was a Special Counsel in the Division of Investment Management
of the U.S. Securities and Exchange Commission in Washington, D.C. His
address is Two Portland Square, Portland, Maine 04101.
Each Trustee of the Trust (other than persons who are interested persons of the
Trust) is paid $1,000 for each Board meeting attended (whether in person or by
electronic communication) plus $100 per active portfolio of the Trust and is
paid $1,000 for each Committee meeting attended on a date when a Board meeting
is not held. To the extent a meeting relates to only certain portfolios of the
Trust, Trustees are paid the $100 fee only with respect to those portfolios.
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.
The Trust commenced operations in November 1994. The Trust has not adopted any
form of retirement plan covering Trustees or officers.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES (ITEM 15 OF FORM N-1A)
With respect to Treasury Portfolio, Daily Assets Treasury Fund, a series of
Forum Funds, a Delaware business trust registered with the SEC as an open-end
management investment company, has invested all of its investable assets in the
Portfolio. As of August 1, 1996, Daily Assets Treasury Fund is the Portfolio's
only interestholder and thus controls the Portfolio.
<PAGE>
Forum Funds has informed the Trust that whenever a fund of Forum Funds is
requested to vote on matters pertaining to the Portfolio, the fund will hold a
meeting of its shareholders and will cast its vote as instructed by its
shareholders. This only applies to matters for which the fund would be required
to have a shareholder meeting if it directly held investment securities rather
than invested in the Portfolio. It is anticipated that any other registered
investment company (or series thereof) that may in the future invest in the
Portfolio will follow the same or a similar practice.
INVESTMENT ADVISORY AND OTHER SERVICES (ITEM 16 OF FORM N-1A)
INVESTMENT ADVISORY SERVICES
Forum Advisors, Inc. acts as investment adviser to the Portfolio pursuant to an
investment advisory agreement with the Trust and is required to furnish at its
expense all services, facilities and personnel necessary in connection with
managing the investments of, and effecting portfolio transactions for, the
Portfolios. Linden Assets Management, Inc. serves as an investment subadviser to
the Portfolio pursuant to an investment advisory agreement with Forum Advisors
and the Trust. Pursuant to its agreement, its is expected that Linden will
regularly provides Forum Advisors with assistance regarding certain of the
Adviser's responsibilities to the Portfolios, including management of all or
part of the Portfolios' investment portfolios.
The investment advisory agreements for the Portfolio will continue in effect
only if such continuance is specifically approved at least annually by the Board
or by vote of the interestholders of the Portfolio, and, in either case, by a
majority of the Trustees who are not parties to the agreement or interested
persons of any such party, at a meeting called for the purpose of voting on the
agreement.
Forum Advisors' investment advisory agreements with respect to the Portfolio is
terminable without the payment of penalty, (i) by the Board or by a vote of a
majority of the Portfolio's outstanding voting securities (as defined in the
1940 Act) on 60 days' written notice to Forum Advisors, or (ii) by Forum
Advisors on 60 days' written notice to the Trust. Linden's investment advisory
agreement with respect to the Portfolio is terminable without the payment of
penalty, (i) by the Board or by a vote of a majority of the Portfolio's
outstanding voting securities (as defined in the 1940 Act) on 60 days' written
notice to Linden, or (ii) by Linden or Forum Advisor's on 60 days' written
notice to the Trust. With respect to the Portfolio, each investment advisory
agreement terminates automatically upon its assignment.
The investment advisory agreements provide that Forum Advisors and Forum
Advisors may render service to others.
ADMINISTRATIVE SERVICES
Pursuant to an administration agreement with the Trust, Forum supervises the
overall administration of the Trust which includes, among other
responsibilities, overseeing the performance of administrative and professional
services rendered to the Trust by others, including its custodian, transfer
agent and fund accountant as well as legal and auditing services; preparing and
printing the periodic updating of the Trust's registration statement, tax
returns, and reports to interestholders and the SEC; preparing, filing and
maintaining the Trust's governing documents; preparing and disseminating
materials for meetings of the Board; and providing the Trust with general office
facilities.
The Administration Agreement between Forum and the Trust will continue in effect
with respect to the Portfolio only if such continuance is specifically approved
at least annually by the Board or by the interestholders of that portfolio and,
in either case, by a majority of the Trustees who are not parties to the
agreement or interested persons of any such party.
The administration agreement with respect to the Portfolio may be terminated
without the payment of any penalty, (i) by the Board or by vote of a majority of
the Portfolio's outstanding voting securities (as defined in the 1940) Act on 60
days' written notice to Forum or (ii) by Forum on 60 days' written notice to the
Trust.
CUSTODIAN
Pursuant to a Custodian Contract with the Trust, First National Bank of Boston,
150 Royall Street, Canton, MA 02021, acts as the custodian of the Portfolio's
assets. The custodian's responsibilities include safeguarding and controlling
the Portfolio's cash and securities and determining income payable on and
collecting interest on
<PAGE>
Portfolio investments. The Trust pays the custodian a fee at an annual rate of
0.02% of the Portfolio's average daily net assets.
INDEPENDENT AUDITORS
KPMG Peat Marwick, LLP, serves as independent auditors for the Portfolio.
BROKERAGE ALLOCATION AND OTHER PRACTICES (ITEM 17 OF FORM N-1A)
Purchases and sales of portfolio securities for the Portfolio usually are
principal transactions. Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
There usually are no brokerage commissions paid for such purchases. Although
Core Trust does not anticipate that the Portfolio will pay any amounts of
commission, in the event the Portfolio pays brokerage commissions or other
transaction-related compensation, the payments may be made to broker-dealers
who pay expenses of the Portfolio that it would otherwise be obligated to pay
itself. Any transaction for which the Portfolio pays transaction-related
compensation will be effected at the best price and execution available,
taking into account the amount of any payments made on behalf of the
Portfolio by the broker-dealer effecting the transaction. Purchases from
underwriters of portfolio securities 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 prices.
For the fiscal years ended March 31, 1996, 1995 and 1994, the Portfolio paid no
brokerage commissions.
Allocations of transactions to dealers and the frequency of transactions are
determined for the Portfolio by the Adviser in its best judgment and in a manner
deemed to be in the best interest of shareholders of that Fund 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.
Investment decisions for the Portfolio will be 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. If, however, the Portfolio and other
investment companies or accounts managed by the Adviser are contemporaneously
engaged in the purchase or sale of the same security, the transactions may be
averaged as to price and allocated equitably to each account. In some cases,
this policy might adversely affect the price paid or received by the Portfolio
or the size of the position obtainable for the Portfolio. In addition, when
purchases or sales of the same security for the Portfolio and for other
investment companies managed by the Adviser occur contemporaneously, the
purchase or sale orders may be aggregated in order to obtain any price
advantages available to large denomination purchases or sales.
No portfolio transactions are executed with the Adviser, Forum or any of their
affiliates.
CAPITAL STOCK AND OTHER SECURITIES (ITEM 18 OF FORM N-1A)
Under the Trust Instrument, the Trustees are authorized to issue beneficial
interest in one or more separate and distinct series. Investments in the
Portfolio have no preference, preemptive, conversion or similar rights and are
fully paid and nonassessable, except as set forth below. Each investor in the
Portfolio is entitled to a vote in proportion to the amount of its investment
therein. Investors in the Portfolios will all vote together in certain
circumstances (e.g., election of the Trustees and ratification of auditors, as
required by the 1940 Act and the rules thereunder). One or more Portfolios could
control the outcome of these votes. Investors do not have cumulative voting
rights, and investors holding more than 50 percent of the aggregate interests in
the Trust or in the Portfolio, as the case may be, may control the outcome of
votes. The Trust is not required and has no current intention to hold annual
meetings of investors, but the Trust will hold special meetings of investors
when (1) a majority of the Trustees determines to do so or (2) investors holding
at least 10 percent of the interests in the Trust (or the Portfolio) request in
writing a meeting of investors in the Trust (or Portfolio). Except for certain
matters specifically described in the Trust Instrument, the Trustees may amend
the Trust's Trust Instrument without the vote of investors.
The Trust, with respect to the Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the Trust's Board. A Portfolio may be terminated (1) upon liquidation and
distribution of its
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assets, if approved by the vote of a majority of the Portfolio's outstanding
voting securities (as defined in the 1940 Act) or (2) by the Trustees on written
notice to the Portfolio's investors. Upon liquidation or dissolution of any
Portfolio, the investors therein would be entitled to share pro rate in its net
assets available for distribution to investors.
The Trust is organized as a business trust under the laws of the State of
Delaware. The Trust's interestholders are not personally liable for the
obligations of the Trust under Delaware law. The Delaware Business Trust Act
provides that an interestholder of a Delaware business trust shall be entitled
to the same limitation of liability extended to shareholders of private
corporations for profit. However, no similar statutory or other authority
limiting business trust interestholder liability exists in many other states,
including Texas. As a result, to the extent that the Trust or an interestholder
is subject to the jurisdiction of courts in those states, the courts may not
apply Delaware law, and may thereby subject the Trust to liability. To guard
against this risk, the Trust Instrument of the Trust disclaims liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation and instrument entered into by the Trust or
its Trustees, and provides for indemnification out of Trust property of any
interestholder held personally liable for the obligations of the Trust. Thus,
the risk of an interestholder incurring financial loss beyond his investment
because of shareholder liability is limited to circumstances in which (1) a
court refuses to apply Delaware law, (2) no contractual limitation of liability
is in effect, and (3) the Trust itself is unable to meet its obligations. In
light of Delaware law, the nature of the Trust's business, and the nature of its
assets, the Board believes that the risk of personal liability to a Trust
interestholder is extremely remote.
PURCHASE, REDEMPTION AND PRICING OF SECURITIES
(ITEM 19 OF FORM N-1A)
Interests in the Portfolios are issued solely in private placement transactions
that do not involve any "public offering" within the meaning of section 4(2) of
the 1933 Act. See Items 4, 7 and 8 in Part A.
TAX STATUS (ITEM 20 OF FORM N-1A)
Each Portfolio will be classified for federal income tax purposes as a separate
partnership that will not be a "publicly traded partnership." As a result, no
Portfolio will be subject to federal income tax; instead, each investor in the
Portfolio will be required to take into account in determining its federal
income tax liability its share of the Portfolio's income, gains, losses,
deductions, and credits, without regard to whether it has received any cash
distributions from the Portfolio. Each Portfolio also will not be subject to
Delaware income or franchise tax.
Each investor in the Portfolio will be deemed to own a proportionate share of
the Portfolio's assets, and to earn a proportionate share of the Portfolio's
income, for, among other things, purposes of determining whether the investor
satisfies the requirements to qualify as a regulated investment company ("RIC").
Accordingly, the Portfolio intends to conduct its operations so that its
investors that intend to qualify as RICs ("RIC investors") will be able to
satisfy all those requirements.
Distributions to an investor from the Portfolio (whether pursuant to a partial
or complete withdrawal or otherwise) will not result in the investor's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any cash that is distributed exceeds the
investor's basis for its interest in the Portfolio before the distribution, (2)
income or gain will be recognized if the distribution is in liquidation of the
investor's entire interest in the Portfolio and includes a disproportionate
share of any unrealized receivables held by the Portfolio, (3) loss will be
recognized if a liquidation distribution consists solely of cash and/or
unrealized receivables, and (4) gain or loss may be recognized on a distribution
to an investor that contributed property to the Portfolio. An investor's basis
for its interest in the Portfolio generally will equal the amount of cash and
the basis of any property it invests in the Portfolio, increased by the
investor's share of the Portfolio's net income and gains and decreased by (a)
the amount of cash and the basis of any property the Portfolio distributes to
the investor and (b) the investor's share of the Portfolio's losses.
UNDERWRITERS (ITEM 21 OF FORM N-1A)
Forum Financial Services, Inc., Two Portland Square, Portland, Maine 04101, the
Portfolios' administrator, will serve as the Trust's placement agent. Forum will
receive no compensation for such placement agent services.
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FINANCIAL STATEMENTS (ITEM 23 OF FORM N-1A)
The statement of assets and liabilities for the Portfolio and the notes
thereto at March 31,1996, and the report of Deloitte & Touche, LLP,
independent accountants, are included herein, given on the authority of such
firm as experts in auditing and accounting.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS.
(1) INCLUDED IN PART A
Not Applicable
(2) INCLUDED IN PART B
For Treasury Portfolio:
Audited financial statements for the fiscal period ended March 31, 1996
including: statements of assets and liabilities, statements of operations,
statements of changes in net assets, notes to financial statements,
schedules of investments and independent auditor's report thereon (part of
the Portfolio's Annual Report as filed with the Securities and Exchange
Commission on June 13, 1996, as part of the Annual Report of certain
series of Forum Funds that invest in the Portfolios pursuant to Rule 30b2-1
under the Investment Company Act of 1940, as amended) and incorporated
herein by reference).
(B) EXHIBITS:
(1) Copy of Trust Instrument (See Note A).
(2) Not Applicable.
(3) Not Applicable.
(4) Not Applicable.
(5) (a) Form of Investment Advisory Agreement to be between Registrant
and Norwest Bank Minnesota, N.A ("Norwest") (See Note A).
(b) Form of Investment Advisory Agreement to be between Registrant
and Schroder Capital Management International Inc. (See Note A).
(c) Form of Investment Advisory Agreement to be between Registrant
and Linden Asset Management, Inc. (See Note B).
(d) Form of Investment Advisory Agreement to be among Registrant,
Linden Asset Management, Inc. and Forum Advisors, Inc. (See Note
B).
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(e) Form of Investment Advisory Agreement to be between Registrant
and Forum Advisors, Inc. (See Note C).
(d) Form of Investment Advisory Agreement to be among Registrant,
Forum Advisors, Inc., and Linden Asset Management, Inc. relating
to the Treasury Portfolio of Registrant (See Note C).
(6) Not required.
(7) Not Applicable.
(8) (a) Form of Custodian Agreement to be between Registrant and Norwest
(See Note A).
(b) Form of Custodian Agreement to be between Registrant and The
Chase Manhattan Bank, N.A. ("Chase") (See Note A)
(c) Form of Foreign Subcustody Agreement to be between Chase and
various foreign subcustodians (See Note A).
(d) Form of Custodian Agreement to be between Registrant and Imperial
Trust Company (See Note B)
(e) Form of Custodian Agreement to be between Registrant and First
National Bank of Boston, N.A.(See Note C)
(9) (a) Form of Administration Agreement to be between Registrant and
Forum Financial Services, Inc. ("Forum") (See Note A).
(b) Form of Fund Accounting Agreement to be between Registrant and
Forum Financial Corp. (See Note A).
(c) Form of Placement Agent Agreement to be between Registrant and
Forum (See Note A).
(d) Form of Administration Agreement to be between Registrant and
Forum with respect to Treasury Cash Portfolio, Government Cash
Portfolio, Cash Portfolio and Treasury Portfolio. (See Note B).
(e) Form of Fund Accounting Agreement to be between Registrant and
Forum Financial Corp. with respect to Treasury Cash Portfolio,
Government Cash Portfolio, Cash Portfolio and Treasury Portfolio.
(See Note B).
<PAGE>
(f) Form of Placement Agent Agreement to be between Registrant and
Forum with respect to Treasury Cash Portfolio, Government Cash
Portfolio, Cash Portfolio and Treasury Portfolio. (See Note B).
(10) Not required.
(11) Not required.
(12) Not required.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
Note A: Filed in Registrant's Registration Statement on November 10, 1994.
Note B: Filed in Amendment No. 1 to Registrant's Registration Statement on
September 1, 1995
Note C: Filed in Amendment No. 2 to Registrant's Registration Statement on
February 20, 1996
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
As of July 8, 1996 substantially all of Registrant's securities were owned by
series of Forum Funds, a registered open-end management investment company.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF JULY 8, 1996
TITLE OF CLASS OF SHARES
OF BENEFICIAL INTEREST NUMBER OF HOLDERS
International Portfolio 1
International Portfolio II 5
Small Company Portfolio 5
Index Portfolio 4
Treasury Cash Portfolio 1
Government Cash Portfolio 1
Cash Portfolio 1
ITEM 27. INDEMNIFICATION.
The Trust does not currently hold any directors' and officers' or errors
and omissions insurance policies. The Trust's trustees and officers are insured
under the Trust's fidelity bond
<PAGE>
purchased pursuant to Rule 17j-1 under the Investment Company Act of 1940, as
amended (the "Act").
The general effect of Article 5 of 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
Article 5 of Registrant's Trust Instrument contained in this Registration
Statement as Exhibit 1 and incorporated herein by reference.
Provisions of each of Registrant's investment advisory agreements provide
that the respective investment adviser shall not be liable for any mistake of
judgment or in any event whatsoever, except for lack of good faith, provided
that nothing shall be deemed to protect, or purport to protect, the investment
adviser against any liability to Registrant or to Registrant's interestholders
to which the investment adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the investment
adviser's duties, or by reason of the investment adviser's reckless disregard of
its obligations and duties hereunder. This description is modified in its
entirety by the provisions of Registrant's Investment Advisory Agreements
contained in this Registration Statement as Exhibit 5 and incorporated herein by
reference.
As custodian to certain portfolios of the Trust, under Section 18 of its
custodian agreement Norwest is not liable for any action taken in good faith
reliance upon the advice or statements of certain experts. Under that
agreement, the Trust has agreed to indemnify and hold Norwest harmless for any
loss, claim, damage or expense arising out of the custodian relationship;
provided such loss, claim, damage or expense is not the direct result of the
Custodian's negligence or willful misconduct. This description is modified in
its entirety by the provisions of Registrant's Custodian Agreement contained in
this Registration Statement as Exhibit 8(a) and incorporated herein by
reference.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS.
NORWEST BANK MINNESOTA, N.A.
The description of Norwest Bank Minnesota, N.A. in Parts A and B of this
Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of Norwest Bank
Minnesota, N.A., including their business connections which are of a substantial
nature. The address of Norwest Corporation, the parent of Norwest Bank
Minnesota, N.A., is Norwest Center, Sixth Street and Marquette Avenue,
Minneapolis, MN 55479. Unless otherwise indicated below, the principal business
address of any company with which the directors and principal executive officers
are connected is also Sixth Street and Marquette Avenue, Minneapolis, MN 55479.
<PAGE>
James R. Campbell, Director, President and Chief Executive Officer, has
held this position for the last two years. Mr. Campbell is also Executive
Vice President of Norwest Corporation, Director and Chairman of Norwest
Investment Advisors, Inc., and a Director of Flore Properties, Inc.,
Centennial Investment Corporation and Peregrine Capital Management, Inc.,
which is located at LaSalle Plaza, 800 LaSalle Avenue, Suite 1850,
Minneapolis, Minnesota 55402-2056. Mr. Campbell is also a Director of a
number of non-profit organizations located in Minneapolis, Minnesota.
Within the last two years Mr. Campbell was a Director of Norwest
Insurance, Inc. and Norwest Equipment Finance, Inc.
Michael A. Graf, Controller and Cashier, also serves as Senior Vice
President and Controller of Norwest Corporation.
P. Jay Kiedrowski, Executive Vice President, has served in various
capacities as an employee of Norwest Bank Minnesota, N.A. and/or its
affiliates since August 1987. Mr. Kiedrowski is also a Director and
Chairman of the Board of Norwest Investment Management, Inc. and President
of Norwest Investment Management, a part of Norwest.
Scott A. Kisting, Director and Executive Vice President, is also a
Director of Norwest Insurance, Inc., IntraWest Insurance Company and
Fidelity National Life Insurance Company.
Edgar M. Morsman, Jr., Executive Vice President and Chief Lending
Officer, has served in various capacities as an employee of Norwest Bank
Minnesota, N.A. and/or its affiliates during the last two years. Mr.
Morsman is also a Director of Centennial Investment Corporation, First
Interstate Equipment Finance, Inc., Flore Properties, Inc., Norwest
Credit, Inc., Norwest Business Credit, Inc., R.D. Leasing, Inc. and
Norwest Equipment Finance, Inc., which is located at 733 Marquette Avenue,
Suite 300, Minneapolis, MN 55479-2048.
Dharani P. Narayana, Executive Vice President, has served in various
capacities as an employee of Norwest Bank Minnesota, N.A. and/or its
affiliates during the last two years. Mr. Narayana is also a Director
and Chairman of Norwest Bank International, Director and Secretary of
Norwest Investments Limited, a Director of Norwest Bank International,
Colorado, a Director and Vice President of Norwest Bank International,
Iowa, and a Director of Norwest Bank International, Wisconsin. Mr.
Narayana is also a Director and Secretary of Minnetonka Overseas
Investments Limited, and a Director of Minnetonka Representaocoes
Commerciais Ltda. and Nortico Investments Ltd. all of which are located
at Grand Cayman, Cayman Islands, British West Indies.
William H. Queenan, Director, is also Executive Vice President of Norwest
Corporation.
John T. Thornton, Director, is also Executive Vice President and Chief
Financial Officer of Norwest Corporation. Mr. Thornton is also a
Director of Northern Prairie Indemnity, Limited, Grand Cayman, Cayman
Islands, British West Indies, a Director of Norwest Capital Markets, Inc.
Mr. Thornton is also a Director of Norwest Growth Fund, Inc.,
<PAGE>
Norwest Venture Capital Management, Inc. and Norwest Equity Capital, Inc.,
and Director, President and Treasurer of Norwest Investors, Inc., and
Director, President and CEO of Norwest Limited, Inc., all located at 2800
Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, MN 54402. Mr.
Thornton is also Director and President of Superior Guaranty Insurance
Company and Norwest Holding Company, and a Director of Bettendorf Asset
Management, Inc. Mr. Thornton is also a Director of Eau Claire Asset
Management, Inc., Green Bay Asset Management, Inc., Iowa Asset Management,
Inc., LaCrosse Asset Management, Inc., South Bend Asset Management, Inc.,
South Dakota Asset Management, Inc., Waupun Asset Management, Inc., all
located at 100 West Commons Blvd., Suite 303, New Castle, DE 19720.
Richard C. Westergaard, Executive Vice President, has served in various
capacities as an employee of Norwest Bank Minnesota, N.A. and/or its
affiliates during the last two years. Mr.Westergaard is also a Director
of Norwest Business Credit, Inc., Norwest Credit, Inc., First Interstate
Equipment Finance, Inc. and R.D. Leasing, Inc. and a Director of Norwest
Equipment Finance, Inc. and Commonwealth Leasing Corporation, located at
Investors Building, 733 Marquette, Suite 300, Minneapolis, MN 55479-2048.
Charles D. White, Senior Vice President, has served in various capacities
as an employee of Norwest Bank Minnesota, N.A. and/or its affiliates
during the last two years. Mr. White is also Treasurer and Chief
Financial Officer of Norwest Limited, Inc. Mr. White is also a Director
of Bettendorf Asset Management, Inc., Eau Claire Asset Management, Inc.,
Green Bay Asset Management, Inc., IntraWest Asset Management, Inc., Iowa
Asset Management, Inc., LaCrosse Asset Management, Inc., South Bend Asset
Management, Inc., South Dakota Asset Management, Inc., and Waupun Asset
Management, Inc., located at 100 West Commons Boulevard, Suite 303, New
Castle, DE 19720.
SCHRODER CAPITAL MANAGEMENT INTERNATIONAL INC.
The description of Schroder Capital Management International Inc. ("Schroder")
in Parts A and B of the Registration Statement are incorporated by reference
herein.
The following are the directors and principal officers of Schroder, including
their business connections which are of a substantial nature. The address of
each company listed, unless otherwise noted, is 33 Gutter Lane, London EC2V 8AS,
United Kingdom. Schroder Capital Management International Limited ("Schroder
Ltd.") is a United Kingdom affiliate of Schroder which provides investment
management services international clients located principally in the United
States.
I. Peter Sedgwick, Chairman. Mr. Sedgwick is also Group Managing Director
- Investment Management of Schroders PLC, 120 Cheapside, London EC2V 6DS,
United Kingdom, the holding company of the various Schroder companies,
Chairman and Director of Schroder Ltd., Director and Chief Executive
Officer of Schroder Investment Management Limited, an investment management
company, Director of Schroder Investment Management (UK) Limited, Schroder
Personal Financial Management Limited, Schroder Investment Management
(Europe) Limited, Schroder Investment Trust
<PAGE>
Management Limited and Church, Charity & Local Authorities Fund Managers
Limited, 2 Fore Street, London EC2Y 5AQ, United Kingdom, each an investment
management company, and Director, The Equitable Life Assurance Company,
Walton Street, Aylesbury, Bucks, United Kingdom, a life assurance company.
Mr. Sedgwick is also a director of various nominee companies and of various
unit trust companies, investment trusts and closed end investment companies
for which Schroder and/or its affiliates provide investment services.
David M. Salisbury, Chief Executive Officer. Mr. Salisbury is also the
Chief Executive Officer of Schroder Ltd. and Director of Dimensional Fund
Advisors Inc., 1299 Ocean Avenue, Santa Monica, California, an investment
advisory company and DFA Securities Inc., a broker dealer subsidiary of
Dimensional Fund Advisors Inc. located at the same address. Until October
1992 Mr. Salisbury was Chairman of Schroder Capital Distributors Inc.
("Schroder Distributors"), 787 Seventh Avenue, New York, New York, a broker
dealer. Mr. Salisbury is a director or former director of various
investment trust companies and closed end investment companies for which
Schroder and/or its affiliates provide investment services.
John S. Ager, Director. Mr. Ager is also a Director of Schroder Ltd.
Richard R. Foulkes, Deputy Chairman and Director. Mr. Foulkes is also a
Director of Schroder Ltd. and Schroder Distributors.
Laura E. Luckyn-Malone, Managing Director. Ms. Luckyn-Malone is also a
Director of Schroder Wertheim Investment Services, Inc. and Schroder Ltd.
and President and Director of a closed- end investment company for which
Schroder and/or its affiliates provide investment services. Director and
President of Schroder Advisors.
David J. Mumford, Director. Mr. Mumford is also a Director of Schroder
Ltd. and Schroder Investment Management Limited and is Chairman of
Schroders Guernsey Limited, St. Julian's Avenue, St. Peter Port, Guernsey
C.J., a Guernsey based bank, and Director of J. Henry Schroder Wagg &
Company Limited, 120 Cheapside London EC2V 6DS, United Kingdom, a United
Kingdom based bank.
Gavin D.L. Ralston, Director. Mr. Ralston is also a Director of Schroder
Ltd.
Mark J. Smith, Director. Mr. Smith is also Director, Schroder Ltd. and
Schroder Investment Management (Guernsey) Limited, an investment management
company, and Director and Vice President of Schroder Distributors and
Director and Vice President of Schroder Advisors. Mr. Smith is also a
director of various investment trusts and open end investment companies for
which Schroder and/or its affiliates provide investment services.
Ton F. Tija, Director. Mr. Tija is also a Director of Schroder Ltd.
<PAGE>
John A. Tiroano, Managing Director. Mr. Tiroano is also a Director of
Schroder Ltd. and Schroder Advisors, Chairman of Schroder Distributors and
President and Director open end investment companies for which Schroder
and/or its affiliates provide investment services.
Jane P. Lucas, Director. Ms. Lucas is also a Director of Schroder Wertheim
Investment Services, Inc. and Assistant Director of Schroder Investment
Management, Ltd.
Kathleen Adams, Vice President. Ms. Adams is also Vice President of
Schroder Distributors.
Mark J. Astley, Vice President.
Andrew R. Barker, First Vice President. Mr. Barker is also First Vice
President of Schroder Ltd.
David A.W. Butler, First Vice President. Mr. Butler is also First Vice
President and Treasurer of Schroder Ltd. and an officer of open end
investment companies for which Schroder and/or its affiliates provide
investment services.
Richard J. Conyers, Vice President. Mr. Conyers is also Vice President of
Schroder Ltd. and Manger of Schroder Investment Management Limited.
Heather F. Crighton, Fund Manger. Ms. Crighton is also Fund Manager of
Schroder Ltd.
Louise Crouset, First Vice President. Mr. Crouset is also First Vice
President of Schroder Ltd. and, until October 1993, was Vice President of
Wellington Management, an investment adviser.
Robert C. Davy, Director. Mr. Davy is also a Director of Schroder Ltd. and
an officer of open end investment companies for which Schroder and/or its
affiliates provide investment services.
Margaret H. Douglas-Hamilton, Secretary. Ms. Douglas-Hamilton is also
First Vice President and General Counsel of Schroders Incorporated
("Schroders Inc."), 787 Seventh Avenue, New York, New York, the holding
company for various United States based Schroder affiliates. Ms. Douglas-
Hamilton is also Secretary to various Schroder affiliates, including
Schroder Distributors.
Lyn M. Fox, Vice President.
Stephen M. Futrell, Comptroller. Mr. Futrell is Treasurer of Schroders
Inc., President, Treasurer and Director of Schroder Distributors and an
officer of various open end investment companies for which Schroder and/or
its affiliates provide investment services.
<PAGE>
David Gibson, First Vice President. Mr. Gibson is also First Vice
President of Schroder Ltd. and Assistant Director of Schroder Investment
Management Limited.
Simon C. Hallett, Fund Manager. Mr. Hallett is also Fund Manager of
Schroder Ltd.
Nicholas J. A. Melhuish, Fund Manager. Mr. Melhuish is also Fund Manager of
Schroder Ltd.
Laurette J. Oat, First Vice President. Within the last two years, Ms. Oat
was a Senior Vice President of NatWest Investment Bank, 65 East 55th
Street, New York, New York 10002.
John Stainsby, First Vice President. Mr. Stainsby is also First Vice
President of Schroder Ltd.
Fariba Talebi, First Vice President. Mr. Talebi is also an officer of
various open end investment companies for which Schroder and/or its
affiliates provide investment services.
Jan Kees van Heusde, First Vice President. Mr. van Heusde is also First
Vice President of Schroder Ltd.
Patrick Vermeulen, Vice First President. Mr. Vermeulen is also Vice First
President of Schroder Ltd.
Susan M. Belson, Vice President.
Alan Gilston, Vice President.
Abdallah Nauphal, First Vice President.
Ellen B. Sullivan, First Vice President.
Ira L. Unschuld, Vice President.
Catherine A. Mazza, Vice President. Ms. Mazza is also Senior Vice President
of Schroder Advisors.
Robert Jackowitz, Vice President. Mr. Jackowitz is also Vice President and
Treasurer of Schroder Wertheim Investment Services, Inc., Treasurer of
Schroder Advisors and Assistant Treasurer of Schroders Incorporated.
FORUM ADVISORS, INC.
The description of Forum Advisors, Inc. ("Forum Advisors") in Parts A and B of
the Registration Statement are incorporated by reference herein.
<PAGE>
The following are the directors and principal officers of Forum Advisors, Two
Portland Square, Portland, Maine 04101, including their business connections
which are of a substantial nature..
John Y. Keffer, Director, President and Secretary.
Chairman and President of the Registrant; President and Secretary of
Forum Financial Services, Inc. and of Forum Financial Corp. Mr.
Keffer is a director and/or officer of various registered investment
companies for which Forum Financial Services, Inc. serves as manager,
administrator and/or distributor.
David R. Keffer, Vice President and Treasurer.
Vice President, Assistant Secretary and Assistant Treasurer of the
Registrant; Vice President and Treasurer of Forum Financial Services,
Inc. and of Forum Financial Corp. Mr. Keffer is an officer of various
registered investment companies for which Forum Financial Services,
Inc. serves as manager, administrator and/or distributor.
LINDEN ASSET MANAGEMENT, INC.
The description of Linden Asset Management, Inc. ("Linden") in Parts A and B of
the Registration Statement are incorporated by reference herein.
The following are the directors and principal officers of Linden, 812 N. Linden
Street, Beverly Hills, California 90212, including their business connections
which are of a substantial nature..
Anthony R. Fischer, Jr., Director, President and Secretary.
President and Secretary of Linden Asset Management, Inc. since its
incorporation. Since September 1989 Mr. Fischer has managed his own
personal investments and performed independent research. Prior
thereto, he was Senior Vice President and Treasurer of United
California Savings Bank, Santa Ana, California.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Not applicable.
(b) Not applicable.
(c) Not Applicable.
ITEM 30. LOCATION OF BOOKS AND RECORDS.
The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Act and the Rules thereunder are maintained
at the offices of Forum
<PAGE>
Financial Services, Inc. and Forum Financial Corp., Two Portland Square,
Portland, Maine 04104. 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 custodians, 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 Registrant's
investment advisers, as listed in Item 28 hereof.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
Registrant undertakes to contain in its Trust Instrument provisions for
assisting shareholder communications and for the removal of trustees
substantially similar to those provided for in Section 16(c) of the Act, except
to the extent such provisions are mandatory or prohibited under applicable
Delaware law.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Portland and State of Maine
on the 23rd day of July, 1996.
CORE TRUST (DELAWARE)
By: /S/ THOMAS G. SHEEHAN
---------------------
Thomas G. Sheehan
Vice President
