<PAGE>
As filed with the Securities and Exchange Commission
on February 20, 1996
File No. 811-8858
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 2
________________________________________________________________
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
________________________________________________________________
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
<PAGE>
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
Registrants 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.
<PAGE>
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 Registrants Registration Statement filed November,
10, 1994.
<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 Registrants Registration Statement filed September 1,
1995.
<PAGE>
PART A
CORE TRUST (DELAWARE)
Treasury Portfolio
Part A of this Registration Statement on Form N1-A, 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 N1-A have been omitted pursuant to paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
<PAGE>
PRIVATE PLACEMENT MEMORANDUM
TREASURY PORTFOLIO
February 20, 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.
________________________________________________________________
TABLE OF CONTENTS
Page
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
_________________________________________________________________
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
<PAGE>
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>
GENERAL DESCRIPTION OF THE TRUST AND THE PORTFOLIO
(ITEM 4 TO FORM N1-A)
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 is expected to
commence operations on February 20, 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.
2
<PAGE>
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.
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.
3
<PAGE>
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
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.
4
<PAGE>
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 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 Portfolios total assets. Borrowing for purposes other than
meeting redemption requests will not exceed 5% of the value of
the Portfolios 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
5
<PAGE>
portfolio to brokers, dealers and other financial
institutions.
MANAGEMENT (ITEM 5 OF FORM N1-A)
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 Portfolios
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 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 Lindens 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 Portfolios 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
Portfolios 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.
6
<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 January 31, 1996 acted as administrator and distributor of
registered investment companies with assets of approximately
$12.0 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 January 31, 1996, Forum, Forum Advisors and
the FFC were each directly controlled by John Y. Keffer, an
officer and Trustee 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
7
<PAGE>
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 Portfolios performance for the period during which
the waiver or reimbursement is in effect. No fee waivers may be
recouped at a later date.
CAPITAL STOCK AND OTHER SECURITIES (ITEM 6 OF FORM N1-A)
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 Portfolios assets, all as determined in
accordance with generally accepted accounting principles. All of
8
<PAGE>
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 N1-A)
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. 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 Years Day,
Presidents Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veterans 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
9
<PAGE>
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 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 Portfolios 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 N1-A)
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 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
10
<PAGE>
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 Portfolios
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 February 20, 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 N1-A)
Not applicable.
11
<PAGE>
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 Registrants Registration Statement filed November,
10, 1994.
<PAGE>
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 Registrants Registration Statement filed September 1,
1995.
<PAGE>
PART B
CORE TRUST (DELAWARE)
Treasury Portfolio
Part B of this Registration Statement on Form N1-A, 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
February 20, 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.
________________________________________________________________
TABLE OF CONTENTS
Page
Investment Objectives and Policies 1
Management of the Trust 5
Control Persons and Principal Holders of Securities 6
Investment Advisory and Other Services 7
Brokerage Allocation and Other Practices 8
Capital Stock and Other Securities 9
Purchase, Redemption and Pricing of Securities 9
Tax Status 9
Underwriters 10
Financial Statements 10
<PAGE>
________________________________________________________________
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 N1-A)
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 Portfolios 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
2
<PAGE>
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 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 Advisers 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 Advisors or Lindens 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 issuers 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
3
<PAGE>
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 Portfolios 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
4
<PAGE>
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 Portfolios 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 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 Portfolios total assets and
borrowing for purposes other than meeting redemptions may not
exceed 5% of the value of each the Portfolios total assets.
Outstanding borrowings in excess of 5% of the value of the
Portfolios 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 Portfolios 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 Portfolios total assets would at the time
of purchase be invested in any one issuer.
5
<PAGE>
(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 Portfolios
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.
(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 issuers securities.
(15) Invest in interests in oil or gas or interests in other
mineral exploration or development programs.
(16) Purchase restricted securities.
6
<PAGE>
(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 Portfolios assets or redemptions of
shares will not be considered a violation of the limitation.
MANAGEMENT OF THE TRUST (ITEM 14 OF FORM N1-A)
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.
7
<PAGE>
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
______.
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.
8
<PAGE>
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 and no portfolio
of the Trust has completed a full fiscal year as of the date
hereof. 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 N1-A)
Prior to the commencement of the Portfolios operations Forum
Financial Services, Inc. owned all of the outstanding interests
in the Portfolio. It is expected that, at the time of the
Portfolios commencement of operations, Daily Assets Treasury
Fund,a separate series of Forum Funds, a Delaware business trust
registered with the SEC as an open-end management investment
company, will invest all of its investable assets in, and will
control, the Portfolio.
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.
9
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES (ITEM 16 OF FORM N1-A)
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
Advisers 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 Portfolios
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. Lindens 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 Portfolios outstanding voting securities (as
defined in the 1940 Act) on 60 days written notice to Linden, or
(ii) by Linden or Forum Advisors 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;
10
<PAGE>
preparing and printing the periodic updating of the Trusts
registration statement, tax returns, and reports to
interestholders and the SEC; preparing, filing and maintaining
the Trusts 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 Portfolios 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 Portfolios assets. The custodians
responsibilities include safeguarding and controlling the
Portfolios cash and securities and determining income payable on
and collecting interest on Portfolio investments. The Trust pays
the custodian a fee at an annual rate of 0.02% of the Portfolios
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 N1-A)
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
11
<PAGE>
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, 1995, 1994, and 1993, 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 N1-A)
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
12
<PAGE>
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 Trusts 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 Trusts Board. A Portfolio may be terminated
(1) upon liquidation and distribution of its assets, if approved
by the vote of a majority of the Portfolios outstanding voting
securities (as defined in the 1940 Act) or (2) by the Trustees on
written notice to the Portfolios 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 Trusts business, and the nature
of its assets, the Board believes that the risk of personal
liability to a Trust interestholder is extremely remote.
13
<PAGE>
PURCHASE, REDEMPTION AND PRICING OF SECURITIES
(ITEM 19 OF FORM N1-A)
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 N1-A)
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 Portfolios 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 Portfolios assets, and to earn a
proportionate share of the Portfolios 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 investors 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 investors
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 investors 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 investors 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 investors
share of the Portfolios net income and gains and decreased by (a)
the amount of cash and the basis of any property the Portfolio
14
<PAGE>
distributes to the investor and (b) the investors share of the
Portfolios losses.
UNDERWRITERS (ITEM 21 OF FORM N1-A)
Forum Financial Services, Inc., 61 Broadway, New York, New York
10006, the Portfolios administrator, will serve as the Trusts
placement agent. Forum will receive no compensation for such
placement agent services.
FINANCIAL STATEMENTS (ITEM 23 OF FORM N1-A)
The Portfolio had not commenced operations as of February 20,
1996 and, accordingly, it has no financial statements.
15
<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
None.
(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).
(e) Form of Investment Advisory Agreement to be between
Registrant and Forum Advisors, Inc. (See Note C).
(f) 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.
C-1
<PAGE>
(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).
(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.
C-2
<PAGE>
(15) Not Applicable.
(16) Not Applicable.
Note A: Filed in Registrants Registration Statement on November
10, 1994.
Note B: Filed in Amendment No. 1 to Registrants Registration
Statement on September 1, 1995
Note C: Filed herewith
Item 25. Persons Controlled by or Under Common Control with
Registrant.
As of January 19, 1996 substantially all of Registrants
securities were owned by various series of Norwest Funds, a
registered open-end management investment company.
Item 26. Number of Holders of Securities as of February 19, 1996
Title of Class of Shares
of Beneficial Interest Number of Holders
International Portfolio 2
International Portfolio II 6
Small Company Portfolio 6
Index Portfolio 5
Treasury Cash Portfolio 2
Government Cash Portfolio 2
Cash Portfolio 2
Item 27. Indemnification.
The Trust does not currently hold any directors and officers
or errors and omissions insurance policies. The Trusts trustees
and officers are insured under the Trusts fidelity bond purchased
pursuant to Rule 17j-1 under the Investment Company Act of 1940,
as amended (the Act).
The general effect of Article 5 of Registrants 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
C-3
<PAGE>
Registrants Trust Instrument contained in this Registration
Statement as Exhibit 1 and incorporated herein by reference.
Provisions of each of Registrants 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 Registrants
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 Registrants
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 Registrants 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.
James R. Campbell, Director, President and Chief Executive
Officer, has held this position for the last two years. Mr.
C-4
<PAGE>
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.
C-5
<PAGE>
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., 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.
C-6
<PAGE>
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 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.
C-7
<PAGE>
Richard R. Foulkes, Director. Mr. Foulkes is also a Director
of Schroder Ltd. and Schroder Distributors.
Laura E. Luckyn-Malone, Director. Ms. Luckyn-Malone is also
a Director of Schroder Ltd. and President and Director of a
closed-end investment company for which Schroder and/or its
affiliates provide investment services.
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. Julians
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. 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.
John A. Trioano, Director. Mr. Trioano is also a Director of
Schroder Ltd., Chairman of Schroder Distributors and
President and Director open end investment companies for
which Schroder and/or its affiliates provide investment
services.
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.
C-8
<PAGE>
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, First Vice President. Mr. Davy is also 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.
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.
David Gibson, First Vice President. Mr. Gibson is also First
Vice President of Schroder Ltd. and Assistant Director of
Schroder Investment Management Limited.
Elizabeth F. Goldhill, First Vice President. Ms. Goldhill is
also First Vice President of Schroder Ltd.
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.
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.
C-9
<PAGE>
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.
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.
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.
C-10
<PAGE>
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 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.
C-11
<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
19th day of February, 1996.
CORE TRUST (DELAWARE)
By: /s/ David I.Goldstein
David I. Goldstein
Vice President
<PAGE>
SIGNATURES
On behalf of Core Trust (Delaware), being duly authorized, I have
duly caused this amendment to the Registration Statement of Forum
Funds, Inc. to be signed in the City of Portland, State of Maine
on the 19th day of February, 1996.
CORE TRUST (DELAWARE)
By: /s/ John Y. Keffer
John Y. Keffer
President
This amendment to the Registration Statement of Core Trust
(Delaware) has been signed below by the following persons in the
capacities indicated on the 19th of February, 1996.
Signatures Title
(a) Principal Executive Officer
/s/ John Y. Keffer Chairman and
John Y. Keffer President
(b) Principal Financial and
Accounting Officer
/s/ Michael D. Martins Treasurer, Principal
Michael D. Martins Financial and Accounting Officer
(c) A Majority of the Trustees
/s/ John Y. Keffer Chairman
John Y. Keffer
*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 filed as Exhibit ___ to this
Registration Statement.
<PAGE>
EXHIBIT INDEX
Description Exhibit No.
Form of Investment Advisory
Agreement to be between Registrant
and Forum Advisors, Inc. Exhibit 5(e)
Form of Investment Advisory
Agreement to be among Registrant,
Forum Advisors, Inc., and Linden Asset
Management, Inc. relating to the
Treasury Portfolio of Registrant Exhibit 5(f)
Form of Custodian Agreement to be
between Registrant and First National
Bank of Boston, N.A. Exhibit 8(e)
C-14
47180160.CQ4
<PAGE>
EXHIBIT 5(E)
<PAGE>
EXHIBIT 5(E)
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
February 12, 1996
Forum Advisors, Inc.
Two Portland Square
Portland, ME 04101
Dear Sirs:
We, the undersigned Core Trust (Delaware), herewith confirm
our agreement with you as follows:
1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type and in
accordance with the limitations specified in Trust Instrument,
By- Laws and registration statement filed with the Securities and
Exchange Commission under the Investment Company Act of 1940 (the
"Investment Company Act") and the Securities Act of 1933 (the
"Securities Act"), including any representations made in our
prospectus and statement of additional information, all in such
manner and to such extent as may from time to time be authorized
by our Board of Trustees. We enclose copies of the documents
listed above and will from time to time furnish you with any
amendments thereof.
2. We hereby employ you, subject to the direction and
control of our Board of Trustees, to manage the investment and
reinvestment of the assets with respect to a series of our
beneficial interests as listed in Appendix A hereto (the
"Portfolio), and, without limiting the generality of the
foregoing, to provide management and other services specified
below.
(a) You will make decisions with respect to all purchases
and sales of securities in the Portfolio. To carry out such
decisions, you are hereby authorized, as our agent and attorney-
in- fact, for our account and at our risk and in our name, to
place orders for the investment and reinvestment of the assets of
the Portfolio. In all purchases, sales and other transactions in
securities in the Portfolio, you are authorized to exercise full
discretion and act for us in the same manner and with the same
force and effect as we might or could do with respect to such
purchases, sales or other transactions, as well as with respect
<PAGE>
to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
(b) You will report to our Board of Trustees at each meeting
thereof all changes in the Portfolio since the prior report, and
will also keep us in touch with important developments affecting
the Portfolio and on your own initiative will furnish us from
time to time with such information as you may believe appropriate
for this purpose, whether concerning the individual companies
whose securities are included in the Portfolio, the industries in
which they engage, or the conditions prevailing in the economy
generally. You will also furnish us with such statistical and
analytical information with respect to securities in the
Portfolio as you may believe appropriate or as we reasonably may
request. In making such purchases and sales of securities in the
Funds, you will bear in mind the policies set from time to time
by our Board of Trustees as well as the limitations imposed by
our Trust Instrument and in our Registration Statements under the
Investment Company Act and the Securities Act the limitations in
the Investment Company Act and of the Internal Revenue Code in
respect of regulated investment companies and the investment
objective, policies and restrictions for the Portfolio.
(c) It is understood that you will from time to time employ
or associate with yourselves such persons as you believe to be
particularly fitted to assist you in the execution of your duties
hereunder, the cost of performance of such duties to be borne and
paid by you. No obligation may be incurred on our behalf in any
such respect.
3. It is further agreed that you shall be responsible for
the portion of the net expenses that relate to the Portfolio
(except interest, taxes, brokerage fees and other expenses paid
by us in accordance with an effective plan pursuant to Rule 12b-1
under the Investment Company Act and organization expenses, all
to the extent such exclusions are permitted by applicable state
law and regulation) incurred by us during each of our fiscal
years or portion thereof that this agreement is in effect between
us which, as to the Portfolio, in any such year exceeds the
limits applicable to the Portfolio under the laws or regulations
of any state in which our shares are qualified for sale (reduced
pro rata for any portion of less than a year). We hereby confirm
that, subject to the foregoing, we shall be responsible and
hereby assume the obligation for payment of all our other
expenses, including: (a) payment of the fee payable to you under
paragraph 5 hereof and the fee payable to Forum Financial
Services, Inc. pursuant to the Administration Agreement between
Forum Financial Services, Inc. and us; (b) taxes, brokerage fees
and commissions; (c) certain insurance premiums; (d) fees,
interest charges and expenses of our custodian, transfer agent
and dividend disbursing agent; (e) telecommunications expenses;
<PAGE>
(f) auditing, legal and compliance expenses; (g) costs of forming
the corporation and maintaining corporate existence; (h) costs of
preparing and printing our Private Offering Memoranda, Statements
of Additional Information, subscription application forms and
shareholder reports and their delivery to existing and
prospective shareholders; (i) costs of maintaining books of
original entry for portfolio and fund accounting and other
required books and accounts and of calculating the net asset
value of our shares; (j) costs of reproduction, stationery and
supplies; (k) compensation of our trustees, officers and
employees and costs of other personnel performing services for us
who are not your officers or officers of Forum Financial
Services, Inc., or your and its respective affiliates; (l) costs
of corporate meetings; (m) Securities and Exchange Commission
registration fees and related expenses; (n) state securities laws
registration fees and related expenses and (o) all fees and
expenses paid by us in accordance with any distribution plan
adopted by us pursuant to Rule 12b-1 under the Investment Company
Act.
4. We shall expect of you, and you will give us the benefit
of, your best judgment and efforts in rendering these services to
us, and we agree as an inducement to your undertaking these
services that you shall not be liable hereunder for any mistake
of judgment or in any event whatsoever, except for lack of good
faith, provided that nothing herein shall be deemed to protect,
or purport to protect, you against any liability to us or and to
our security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you, with
respect to the Portfolio, a fee as described in Appendix A
hereto. Such fees shall be accrued by us daily and shall be
payable monthly in arrears on the first day of each calendar
month for services performed hereunder during the prior calendar
month. Your reimbursement, if any, of our expenses as provided
in paragraph 3 hereof, shall be estimated and paid to us monthly
in arrears, at the same time as our payment to you for such
month. Payment of the advisory fees will be reduced or
postponed, if necessary, with any adjustments made after the end
of the year.
6. This agreement shall become effective as to the
Portfolio immediately upon approval by a majority of the
outstanding voting securities (as defined in the Investment
Company Act) of the Portfolio and shall remain in effect for a
period of one year from the date it first becomes effective and
shall continue in effect thereafter for successive twelve-month
periods (computed from each anniversary date of the effective
<PAGE>
date) with respect to the Portfolio, provided that such
continuance is specifically approved at least annually by our
Board of Trustees or by majority vote of the holders of the
outstanding voting securities (as defined) of the Portfolio, and,
in either case, by a majority of our trustees who are not parties
to this agreement or interested persons, as defined in the
Investment Company Act, of any such party (other than as our
trustees), provided further, however, that if the continuation of
this agreement is not approved as to the Portfolio, you may
continue to render to such portfolio the services described
herein in the manner and to the extent permitted by the Act and
the rules and regulations thereunder. Upon the effectiveness of
this agreement, it shall supersede all previous agreements
between us covering the subject matter hereof. This agreement
may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by vote of a majority of the
outstanding voting securities (as so defined) of the Portfolio,
or by a vote of a majority of our entire Board of Trustees on 60
days' written notice to you, or by you with respect to the
Portfolio on not more than 60 days' nor less than 30 days'
written notice to us.
7. This agreement may not be transferred, assigned, sold or
in any manner hypothecated or pledged by you and this agreement
shall terminate automatically in the event of any such transfer,
assignment, sale, hypothecation or pledge by you. The terms
"transfer," "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and any
interpretation thereof contained in rules or regulations
promulgated by the Securities and Exchange Commission thereunder.
8. Except to the extent necessary to perform your
obligations hereunder, nothing herein shall be deemed to limit or
restrict your right, or the right of any of your officers,
trustees or employees who may also be a trustee, officer or
employee of ours, or persons otherwise affiliated with us (within
the meaning of the Investment Company Act) to engage in any other
business or to devote time and attention to the management or
other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the
enclosed copy hereof.
Very truly yours,
CORE TRUST (DELAWARE)
<PAGE>
By /s/ John Y. Keffer
John Y. Keffer
President
FORUM ADVISORS, INC.
By /s/ David R. Keffer
David R. Keffer
Vice President
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
Appendix A
Advisory Fee as a % of
the Annual Average Daily
Portfolio Net Assets of the Portfolio
Treasury Portfolio 0.05%
47180160.CQ5
<PAGE>
EXHIBIT 5(F)
<PAGE>
EXHIBIT 5(F)
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 20th day of February, 1996, between Core
Trust (Delaware) (the Trust), a business trust organized under
the laws of the State of Delaware with its principal place of
business at Two Portland Square, Portland, Maine 04101, Forum
Advisors, Inc. (Forum Advisors), a corporation organized under
the laws of the State of Delaware with its principal place of
business at Two Portland Square, Portland, Maine 04101, and
Linden Asset Management, Inc. (Linden), a corporation organized
under the laws of the State of California with its principal
place of business at 812 North Linden Drive, Beverly Hills,
California 90210.
WHEREAS, the Trust is registered under the Investment Company
Act of 1940, as amended, (the Act) as an open-end management
investment company and is authorized to issue interests (as
defined in the Trusts Trust Instrument) in separate series;
WHEREAS, pursuant to an investment advisory agreement between
the Trust and the Forum Advisors, Forum Advisors provides
investment advisory services to Treasury Portfolio, a separate
investment portfolios of the Trust (the Portfolio);
WHEREAS, Linden provides investment advice and is registered
with the Securities and Exchange Commission (the SEC) as an
investment adviser under the Investment Advisers Act of 1940, as
amended (the Advisers Act); and
WHEREAS, Forum Advisors and the Trust desire that Linden
perform investment advisory services for the Portfolio, and
Linden is willing to provide those services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and
reinvesting its assets in securities of the type and in
accordance with the limitations specified in its Trust Instrument
and Registration Statement filed with the Securities and Exchange
Commission (the Commission) under the Act, as may be supplemented
from time to time, all in such manner and to such extent as may
from time to time be authorized by the Trusts Board of Trustees
(the Board). The Trust is currently authorized to issue eight
<PAGE>
series of interests and the Board is authorized to issue
interests in any number of additional series. The Trust has
delivered to Forum Advisors and Linden copies of the Trusts Trust
Instrument and Registration Statement and will from time to time
furnish Forum Advisors and Linden with any amendments thereof.
SECTION 2. DUTIES OF LINDEN; APPOINTMENT
(a) Subject to the direction and supervision of the Board,
Forum Advisors manages the investment and reinvestment of the
assets of the Portfolios, and provides for certain management and
services as specified in an Investment Advisory Agreement between
the Trust and the Adviser.
(b) The Trust hereby appoints Linden, and Linden hereby
agrees, to act as investment subadviser to each Portfolio for the
period and on the terms set forth in this Agreement. Subject to
the direction and supervision of the Board, Linden shall manage
the investment and reinvestment of the assets of the Portfolios,
and, without limiting the generality of the foregoing, shall
provide the management and other services as specified below, all
in such manner and to such extent as may be directed from time to
time by the Forum Advisors.
SECTION 3. DUTIES OF FORUM ADVISORS
(a) Linden shall make decisions with respect to all
purchases and sales of securities and other investment assets in
each Portfolio. To carry out such decisions, Linden is hereby
authorized, as agent and attorney-in-fact for the Trust, for the
account of, at the risk of and in the name of the Trust, to place
orders and issue instructions with respect to those transactions
of the Portfolios. In all purchases, sales and other
transactions in securities for the Portfolios, Linden is
authorized to exercise full discretion and act for the Trust in
the same manner and with the same force and effect as the Trust
might or could do with respect to such purchases, sales or other
transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
(b) Linden will report to the Board at each meeting thereof
all changes in each Portfolio since the prior report, and will
also keep the Board informed of important developments affecting
the Trust, the Portfolios and Linden, and on its own initiative,
will furnish the Board from time to time with such information as
Linden may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included
in the Portfolios holdings, the industries in which they engage,
or the economic, social or political conditions prevailing in
each country in which the Portfolios maintain investments.
<PAGE>
Linden will also furnish the Board with such statistical and
analytical information with respect to securities in the
Portfolios as Linden may believe appropriate or as the Board
reasonably may request.
(c) In making purchases and sales of securities for the
Portfolios, Linden will follow and comply with the policies set
from time to time by the Board as well as the limitations imposed
by the Trusts Trust Instrument and Registration Statement under
the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment
companies and the investment objectives, policies and
restrictions of the Portfolios.
(d) Linden will from time to time employ or associate with
such persons as Linden believes to be particularly qualified to
assist in the execution of Lindens duties hereunder, the cost of
performance of such duties to be borne and paid by Linden. No
obligation may be incurred on the Trusts behalf in any such
respect.
(e) Linden shall either monitor the performance of brokers,
dealers and other persons who introduce or execute purchases,
sales and other transactions of securities and other investment
assets of the Portfolios or select an introducing broker who
shall, as part of its transaction charges, monitor such
performance. Such persons may be affiliated with the Adviser,
Linden or other affiliates of the Trust to the extent permitted
by the Act.
(f) Linden shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders
as are required to be maintained by the Trust under the Act.
Linden shall prepare and maintain, or cause to be prepared and
maintained, in such form, for such periods and in such locations
as may be required by applicable law, all documents and records
relating to the services provided by Linden pursuant to this
Agreement required to be prepared and maintained by the Trust
pursuant to the rules and regulations of any national, state, or
local government entity with jurisdiction over the Trust,
including the Commission and the Internal Revenue Service. The
books and records pertaining to the Trust which are in possession
of Linden shall be the property of the Trust. The Trust, or the
Trusts authorized representatives, shall have access to such
books and records at all times during Lindens normal business
hours. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by Linden to
the Trust or the Trusts authorized representatives.
<PAGE>
SECTION 4. EXPENSES
The Trust hereby confirms that the Trust shall be responsible
and shall assume the obligation for payment of all the Trusts
expenses, including: interest charges, taxes, brokerage fees and
commissions; certain insurance premiums; fees, interest charges
and expenses of the Trusts custodian and transfer agent;
telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trusts formation and maintaining its
existence; costs of preparing the Trusts registration statement,
account application forms and interestholder reports and
delivering them to existing and prospective interestholders;
costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of
calculating the net asset value of interests in the Trust; costs
of reproduction, stationery and supplies; compensation of the
Trusts trustees, officers and employees and costs of other
personnel performing services for the Trust; costs of Trust
meetings; registration fees and related expenses for registration
with the Commission and the securities regulatory authorities of
other countries in which the Trusts interests are sold; state
securities law registration fees and related expenses; and fees
and out-of-pocket expenses payable to Forum Financial Services,
Inc. under any placement agent, management or similar agreement.
SECTION 5. STANDARD OF CARE
(a) Linden shall give the Trust the benefit of its best
judgment and efforts in rendering its services to the Trust and
shall not be liable for error of judgment or mistake of law, for
any loss arising out of any investment, or in any event
whatsoever, provided that nothing herein shall be deemed to
protect, or purport to protect, Linden against any liability to
the Trust or to the security holders of the Trust to which it
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties
hereunder, or by reason of reckless disregard of its obligations
and duties hereunder. No provision of this Agreement shall be
construed to protect any Trustee or officer of the Trust, or
Linden, from liability in violation of Sections 17(h), 17(i), or
36(b) of the Act.
(b) Linden shall not be held responsible for any loss
incurred by reason of any act or omission of any dealer, broker
or custodian; provided that such loss is not the result of
Lindens will full misfeasance, bad faith or gross negligence in
the performance of its duties hereunder, or the result of Lindens
reckless disregard of its obligations and duties hereunder.
<PAGE>
(c) This Section shall survive the termination of this
Agreement and shall be binding upon the Trusts, Forum Advisors,
and Lindens successors and personal representatives.
SECTION 6. COMPENSATION
(b) To the extent (and for each Portfolio business day as
defined in the Trusts Registration Statement) that Forum Advisors
has delegated its duties to Linden as contemplated by Section 2
hereof, Linden shall receive from Forum Advisors a fee at an
annual rate to be separately agreed with respect to the
Portfolio. Such fees shall be payable monthly in arrears on the
first day of each calendar month for services performed under
this Agreement during the prior calendar month. Upon the
termination of this Agreement, Forum Advisors shall pay to Linden
such compensation as shall be payable prior to the effective date
of such termination. In no event, however, shall Forum Advisors
be required to pay Linden unless Forum Advisors shall have
received payment from the Trust.
SECTION 7. EFFECTIVENESS, DURATION, AND TERMINATION
(a) This Agreement shall become effective with respect to a
Portfolio immediately upon approval by a majority of the
outstanding voting interests of that Portfolio.
(b) This Agreement shall remain in effect with respect to a
Portfolio for a period of two years from the date of its
effectiveness and shall continue in effect for successive twelve-
month periods (computed from each anniversary date of the
approval) with respect to the Portfolio; provided that such
continuance is specifically approved at least annually (i) by the
Board or by the vote of a majority of the outstanding voting
interests of the Portfolio, and, in either case, (ii) by a
majority of the Trusts trustees who are not parties to this
Agreement or interested persons of any such party (other than as
trustees of the Trust); provided further, however, that if this
Agreement or the continuation of this Agreement is not approved
as to a Portfolio, Linden may continue to render to that
Portfolio the services described herein in the manner and to the
extent permitted by the Act and the rules and regulations
thereunder.
(c) This Agreement may be terminated with respect to a
Portfolio at any time, without the payment of any penalty, (i) by
the Board or by a vote of a majority of the outstanding voting
interests of a Portfolio on 60 days written notice to Linden or
(ii) by Linden on 60 days written notice to the Trust. This
agreement shall terminate upon assignment.
<PAGE>
SECTION 8. ACTIVITIES OF LINDEN
(a) Except to the extent necessary to perform its
obligations hereunder, nothing herein shall be deemed to limit or
restrict Lindens right, or the right of any of Lindens officers,
directors or employees who may also be a trustee, officer or
employee of the Trust, or persons otherwise affiliated persons of
the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, trust, firm,
individual or association.
(b) Linden represents that it is currently registered, and
will during the entire period this Agreement is in effect be
registered, as an investment adviser under the Advisers Act.
SECTION 9. LIMITATION OF INTERESTHOLDER AND TRUSTEE
LIABILITY
The Trustees of the Trust and the interestholders of the
Portfolios shall not be liable for any obligations of the Trust
or of the Portfolios under this Agreement, and Linden agrees
that, in asserting any rights or claims under this Agreement, it
shall look only to the assets and property of the Trust or the
Portfolios to which Lindens rights or claims relate in settlement
of such rights or claims, and not to the Trustees of the Trust or
the interestholders of the Portfolios.
SECTION 10. NOTICE
Any notice or other communication required to be given
pursuant to this Agreement shall be in writing or by telex and
shall be effective upon receipt. Notices and communications
shall be given, if to the Trust, at:
Two Portland Square
Portland, Maine 04101
Attention: Secretary
if to Linden at:
812 North Linden Drive
Beverly Hills, California 90210
Attention: President
<PAGE>
and if to Forum Advisors, at:
Two Portland Square
Portland, Maine 04101
Attention: Secretary
SECTION 11. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or
modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required
by the Act, by a vote of a majority of the outstanding voting
interests of the Portfolios thereby affected. No amendment to
this Agreement or the termination of this Agreement with respect
to a Portfolio shall effect this Agreement as it pertains to any
other Portfolio.
(b) If any part, term or provision of this Agreement is held
to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and
not be affected, and the rights and obligations of the parties
shall be construed and enforced as if the Agreement did not
contain the particular part, term or provision held to be illegal
or invalid.
(c) This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same
instrument.
(d) Section headings in this Agreement are included for
convenience only and are not to be used to construe or interpret
this Agreement.
(e) This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the
State of Delaware.
(f) The terms vote of a majority of the outstanding voting
interests, interested person, affiliated person and assignment
shall have the meanings ascribed thereto in the Act to the terms
vote of a majority of the outstanding voting securities,
interested person, affiliated person and assignment,
respectively.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed all as of the day and year first
above written.
CORE TRUST (DELAWARE)
<PAGE>
__________________________
John Y. Keffer
President
LINDEN ASSET MANAGEMENT, INC.
________________________
Anthony R. Fischer, Jr.
President
FORUM ADVISORS, INC.
________________________
David R. Keffer
Vice President
47180160.CQ6
<PAGE>
EXHIBIT 8(E)
<PAGE>
EXHIBIT 8(E)
CORE TRUST (DELAWARE)
CUSTODIAN AGREEMENT
AGREEMENT, dated as of February 20, 1996, between CORE TRUST
(DELAWARE) (the "Trust"), a corporation operating as an open-end
investment company under the Investment Company Act of 1940, duly
organized and existing under the laws of the State of Delaware,
and The First National Bank of Boston (the "Custodian"), a
banking institution organized under the laws of the United
States, provides as follows:
WHEREAS, the Trust has eight separate series, including the
Treasury Portfolio (the Portfolio);
WHEREAS, the Trust desires to appoint the Custodian as
custodian of the Portfolios securities and cash and the Custodian
is willing to act in such capacity upon the terms and conditions
set forth below;
WHEREAS, the Custodian in its capacity as custodian will also
collect and apply the dividends and interest on securities in the
manner and to the extent set forth below;
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, the parties do hereby
agree as follows:
SECTION 1. The terms, as defined in this Section, whenever
used in this Agreement or in any amendment or supplement hereto
shall have the meanings specified below, insofar as the context
will allow.
(a) The Trust: The term Trust shall mean Core Trust
(Delaware) as defined in the preamble of this Agreement.
(b) Custodian: The term Custodian shall mean The First
National Bank of Boston, in its capacity as custodian under this
Agreement.
(c) Portfolio: The term Portfolio shall mean the Treasury
Portfolio, or any portfolio that the Trust shall subsequently
establish and appoint the Custodian as custodian thereof and the
Custodian shall accept.
(d) Securities: The term Securities shall mean bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and
other securities and investments from time to time owned by the
Trust.
<PAGE>
(e) Shares: The term Shares shall mean the issued and
outstanding shares of common stock of a Portfolio of the Trust.
(f) Share Certificates: The term Share Certificates shall
mean the stock certificates for the Shares.
(g) Shareholders: The term Shareholders shall mean the
registered owners from time to time of the Shares, as reflected
on the stock registry records of the Trust.
(h) Oral Instructions: The term Oral Instructions shall mean
an authorization, instruction, approval, item or set of data, or
information of any kind transmitted to the Custodian in person or
by telephone, vocal telegram or other electronic means, by a
person or persons reasonably believed in good faith by the
Custodian to be a person or persons authorized by a resolution of
the Board of Trustees of the Trust to give Oral Instructions on
behalf of the Trust. Each Oral Instruction shall specify whether
it is applicable to the entire Trust or a specific Portfolio of
the Trust.
(i) Written Instructions: The term Written Instruction shall
mean an authorization, instruction, approval, item or set of
data, or information of any kind transmitted to the Custodian in
original writing containing original signatures, or a copy of
such document transmitted by telecopy, including transmission of
such signature, or other mechanical or documentary means, at the
request of a person or persons reasonably believed in good faith
by the Custodian to be a person or persons authorized by a
resolution of the Board of Trustees of the Trust to give Written
Instructions on behalf of the Trust. Each Written Instruction
shall specify whether it is applicable to the Shares of the Trust
or of the Portfolio.
(j) Securities Depository: The term Securities Depository
shall mean a clearing corporation registered under Section 17A of
the Securities Exchange Act of 1934 which maintains a system for
the central handling of securities in which all securities of any
particular class or series of any issuer deposited within the
system are treated as fungible and may be transferred or pledged
by bookkeeping entry without physical delivery of the securities.
(k) Book-Entry Securities: The term Book-Entry Securities
shall mean securities issued by the Treasury of the United States
of America and Federal agencies of the United States of America
that are maintained in the book-entry system as provided in
Subpart O of Treasury Circular No. 300, 31 C.F.R. 306, Subpart B
of 31 C.F.R. 350 and the book-entry regulations of federal
agencies substantially in the form of Subpart O, or in such
successor regulations as may be adopted from time to time.
<PAGE>
(l) Book-Entry Account: The term Book-Entry Account shall
mean as account maintained by a Federal Reserve Bank in
accordance with the previously described Circular and
regulations.
(m) Sub-Custodian: The term Sub-Custodian shall mean a Sub-
Custodian approved by the Trust as provided in SECTION 18 of this
Agreement.
SECTION 2. The Trust shall, as necessary, file with the
Custodian a certified copy of the operative resolution of the
Trust's Board of Trustees authorizing execution of Written
Instructions and the number of signatories required and setting
forth authentic signatures of all signatories authorized to sign
on behalf of the Trust or the Portfolio. Such resolution shall
constitute conclusive evidence of the authority of all
signatories designated therein to act and shall be considered in
full force and effect, with the Custodian fully protected in
acting in reliance thereon, until the Custodian receives a
certified copy of a replacement resolution adding or deleting a
person or persons authorized to give Written Instructions.
The Trust shall, as necessary, file with the Custodian a
certified copy of the operative resolution of the Trust's Board
of Trustees authorizing the transmittal of Oral Instructions and
specifying the person or persons authorized to give Oral
Instructions on behalf of the Trust or the Portfolio. This
resolution shall constitute conclusive evidence of the authority
of the person or persons designated therein to act and shall be
considered in full force and effect, with the Custodian fully
protected in acting in reliance therein, until the Custodian
actually receives a certified copy of a replacement resolution
adding or deleting a person or persons authorized to give Oral
Instructions. If the officer certifying the resolution is
authorized to give Oral Instructions, the certification shall
also be signed by a second officer of the Trust authorized to
give Written Instructions.
SECTION 3. For all purposes under this Agreement, the
Custodian is authorized to act upon receipt of the first of any
Written or Oral Instruction it receives. If the first
Instruction is an Oral Instruction, the Trust shall be
responsible for delivering, or having delivered to the Custodian,
a confirmatory Written Instruction; and in cases where the
Custodian receives an Instruction, whether Written or Oral, with
respect to a portfolio transaction, the Trust shall cause the
broker or dealer to send a written confirmation of the
transaction to the Custodian. The Custodian shall be entitled to
rely on the first Instruction received and, for any act or
omission undertaken in compliance therewith, shall be free of
liability and fully indemnified and held harmless by the Trust.
<PAGE>
The sole obligation of the Custodian with respect to any
confirmatory Written Instruction or broker or dealer written
confirmation shall be to make reasonable efforts to detect any
discrepancy between the original Instruction and such
confirmation and to report such discrepancy to the Trust. The
Trust shall be responsible, at the Trust's expense, for taking
any action, including any reprocessing, necessary to correct any
discrepancy or error, and to the extent such action requires the
Custodian to act, the Trust shall give the Custodian specific
Written Instructions as to the action required.
SECTION 4. The Trust hereby appoints the Custodian as
custodian of the Securities and cash (collectively, "assets") of
the Portfolio from time to time on deposit hereunder. The
Securities held by the Custodian, unless payable to bearer or
maintained in a Securities Depository or Book-Entry Account
pursuant to SECTION 5, shall be registered in the name of the
Custodian or in the name of its nominee, or if directed by
Written Instructions, in the name of the Trust or its nominee.
Securities, excepting bearer securities, delivered from time to
time to the Custodian in certificated form shall, in all cases,
be in due form for transfer, or registered as above provided.
Such Securities and cash of the Trust shall be and remain the
sole property of the Trust and the Custodian shall have only
custody thereof.
The Custodian shall hold, earmark and physically segregate
for the Portfolio account of the Trust all non-cash property,
including all Securities that are not maintained pursuant to
SECTION 5 in a Securities Depository or Book-Entry Account.
The Custodian shall open and maintain a separate bank account
or accounts in the name of the Trust, 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 Trust. Notwithstanding the foregoing, a separate
bank account may be established by the Trust to be used as a
petty cash account in accordance with Rule 17f-3 of the
Investment Company Act of 1940 and the Custodian shall have no
duty or liability with regard to such account.
Upon receipt of Written Instructions, cash held by the
Custodian for the Trust shall be deposited by the Custodian to
the Custodian's credit 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. Such funds shall be
deposited by the Custodian in its capacity as Custodian and shall
be withdrawable by the Custodian only in that capacity.
<PAGE>
SECTION 5. The Trust hereby authorizes the Custodian to
deposit assets of the Portfolio as follows:
(a) deposit with the Custodian or any other bank licensed and
examined by the United States or any state thereof assets held in
the Option Account created pursuant to SECTION 13(b);
(b) deposit in the Custodian's account(s) with any Securities
Depository all or any part of the Securities as may from time to
time be held for the Trust; and
(c) deposit Book-Entry Securities belonging to the Trust in a
Book-Entry Account maintained for the Custodian by a Federal
Reserve Bank.
So long as any deposit referred to in (b) or (c) above is
maintained for the Trust, the Custodian shall
(i) deposit the Securities in an account that includes
only assets held by it for customers;
(ii) send the Trust a confirmation (i.e., an advice of
notice of transaction) of any transfers of the Trust to or from
the account;
(iii) with respect to Securities of the Trust transferred
to the account, identify as belonging to the Trust a quantity of
securities in a fungible bulk of securities that are registered
in the name of the Custodian or its nominee, or shown on the
Custodian's account on the books of the Securities Depository,
the Book-Entry System, or the Custodian's agent;
(iv) promptly send to the Trust all reports it receives
from the appropriate Federal Reserve Bank or Securities
Depository on its respective system of internal accounting
control; and
(v) send to the Trust such reports of the systems of
internal accounting control of the Custodian and its agents
through which such Securities are deposited as are available and
as the Trust may reasonably request from time to time.
The Trust warrants that its Board of Trustees has approved
the arrangement for the deposit of Securities in a Securities
Depository and Book-Entry System.
The Custodian shall not waive any rights it may have against
a Securities Depository or Federal Reserve Bank. The Trust may
elect to be subrogated to the rights of the Custodian against the
Securities Depository or Federal Reserve Bank or any other person
with respect to any claim that the Custodian may have as a
<PAGE>
consequence of any loss or damage suffered by the Trust as a
result of the Custodian's use of a Securities Depository or Book
Entry Account if and to the extent that the Trust has not been
made whole for any such loss or damage.
SECTION 6. The Trust will initially transfer and deposit or
cause to be transferred and deposited with the Custodian all of
the Securities and cash owned by the Portfolio at the time this
Agreement becomes effective. Such transfer and deposit shall be
evidenced by appropriate schedules duly executed by the Trust.
The Trust will deposit with the Custodian additional Securities
of the Trust and dividends or interest collected on such
Securities as the same are acquired from time to time.
The Trust will cause to be deposited with the Custodian from
time to time (i) the net proceeds of Securities sold, (ii) the
applicable net asset value of Shares sold, whether representing
initial issue or any other securities and (iii) cash as may be
acquired.
SECTION 7. The Custodian is hereby authorized and directed
to disburse cash from time to time as follows:
(a) for the purchase of Securities by the Trust, upon receipt
by the Custodian of (i) Written or Oral Instructions specifying
the Securities and stating the purchase price and the name of the
broker, investment banker or other party to or upon whose order
the purchase price is to be paid and (ii) either the Securities
so purchased, in due form for transfer or already registered as
provided in SECTION 4, or notification by a Securities Depository
or a Federal Reserve Bank that the Securities have been credited
to the Custodian's account with the Securities Depository or
Federal Reserve Bank;
(b) for transferring funds, including mark-to-the-market
payments, as directed by the Trust in connection with a
repurchase agreement covering Securities that have been received
by the Custodian as provided in subsection (a) above, upon
receipt by the Custodian of Written or Oral Instructions
specifying the Securities, the purchase price and the party to
whom the purchase price is to be paid;
(c) to advance or pay out accrued interest on bonds
purchased, cash dividends on stocks sold and similar items. In
the event that any Securities are registered in the name of the
Trust or its nominee, the Trust will endorse, or cause to be
endorsed, to the Custodian dividend and interest checks, or will
issue appropriate orders to the issuers of the Securities to pay
dividends and interest to the Custodian;
<PAGE>
(d) for transferring funds as directed by the Trust to its
redemption paying agent;
(e) for exercising warrants and rights received upon the
Securities, upon timely receipt of Written or Oral Instructions
authorizing the exercise of such warrants and rights and stating
the consideration to be paid;
(f) for repaying, in whole or in part, any loan of the Trust,
upon receipt of Written or Oral Instructions directing payment;
(g) for transferring funds to any Sub-Custodian, upon receipt
of Written or Oral Instructions and upon agreement by the
Custodian; and
(h) to disburse money to or upon the order of the Trust, as
it may from time to time direct for the following purposes;
(i) to pay proper compensation and expenses of the
Custodian;
(ii) to transfer funds to the Trust's dividends
disbursing agent;
(iii) to pay, or provide the Trust with money to pay,
taxes, upon receipt of appropriate Written or Oral Instructions;
(iv) to transfer funds to a separate checking account
maintained by the Trust pursuant to Section 17f of the Investment
Company Act of 1940, as amended from time to time; and
(v) to pay interest, management or supervisory fees,
administration, dividend and transfer agency fees and costs,
compensation of personnel and operating expenses, including but
not limited to fees for legal, accounting and auditing services.
Before making any such payment or disbursement, however, the
Custodian shall receive, and may conclusively rely upon, Written
or Oral Instructions requesting such payment or disbursement and
stating that it is for one or more or the purposes enumerated
above. Notwithstanding the foregoing, the Custodian may disburse
cash for other corporate purposes; provided, however, that such
disbursement may be made only upon receipt of Written or Oral
Instructions stating that such disbursement was authorized by
resolution of the Board of Trustees of the Trust as a proper
corporate purpose.
The determination of the Board of Trustees of the Trust as to
what shall constitute income derived from the Securities, as
distinguished from principal or capital, shall be final and
conclusive upon the Trust, the Custodian and the Shareholders.
<PAGE>
SECTION 8. The Custodian is hereby authorized and directed
to deliver Securities of the Trust from time to time as follows:
(a) for completing sales of Securities sold by the Trust,
upon receipt of (i) Written or Oral Instructions specifying the
Securities sold, the amount to be received and the broker,
investment banker or other party to or upon whose order the
Securities are to be delivered and (ii) the net proceeds of sale;
provided, however, that the Custodian may accept payment in
connection with the sale of Book-Entry Securities and Securities
on deposit with a Securities Depository by means of a credit in
the appropriate amount to the account described in SECTION 5(b)
or (c) above; and provided further, that the Custodian may
advance the proceeds of sale to the Trust pending the completion
of the sale or the return to the Trust of the Securities in the
event the sale fails to be completed. Any such advance shall be
at the Custodian's risk and the Custodian shall be subrogated to
the Trust's rights against any other person in the event the sale
is not completed and the Trust's Securities are not returned;
(b) for exchanging Securities for other Securities (and cash,
if applicable), upon timely receipt of (i) Written or Oral
Instructions stating the Securities to be exchanged, cash to be
received and the manner in which the exchange is to be made and
(ii) the other Securities (and cash, if applicable) as specified
in the Written or Oral Instructions;
(c) for exchanging or converting Securities pursuant to their
terms or pursuant to any plan of conversion, consolidation,
recapitalization, reorganization, readjustment or otherwise, upon
timely receipt of (i) Written or Oral Instructions authorizing
such exchange or conversion and stating the manner in which such
exchange or conversion is to be made and (ii) the Securities,
certificates of deposit, interim receipts, and/or cash to be
received as specified in the Written or Oral Instructions;
(d) for presenting for payment Securities that have matured
or have been called for redemption;
(e) for depositing with the lender Securities to be held as
collateral for a loan to the Trust, upon receipt of Written or
Oral Instructions directing delivery to the lender;
(f) in connection with a repurchase agreement, upon receipt
of Written or Oral Instructions stating (i) the Securities to be
delivered and the payment to be received and (ii) payment;
(g) for depositing with a depository agent in connection with
a tender or other similar offer to purchase portfolio Securities
of the Trust, upon receipt of Written or Oral Instructions;
<PAGE>
(h) for depositing Securities with the issuer thereof, or its
agents, for the purpose of transferring such Securities into the
name of the Trust, the Custodian or any nominee of either in
accordance with SECTION 4; and
(i) for other proper corporate purposes; provided, that the
Custodian shall receive Written or Oral Instructions requesting
such delivery.
SECTION 9. The Trust will cause any bank (including the
Custodian) from which it borrows money using Securities as
collateral to deliver to the Custodian a notice of undertaking in
the form then currently employed by the lender setting forth the
amount that the lender will loan to the Trust against delivery of
a stated amount of collateral. The Trust shall promptly deliver
to the Custodian Written or Oral Instructions for each loan,
stating (i) the name of the lender and the amount of loan; and
(ii) the name of the issuer, the title and the number of shares
or principal amount of the Securities to be delivered as
collateral. The Custodian shall deliver as directed by the Trust
such specified collateral, if any, and receive from the lender
the total amount of the loan proceeds; provided, however, that no
delivery of Securities shall occur if the amount of loan proceeds
does not conform to the amount set forth in the Written or Oral
Instructions, or if such Instructions do not contain the
requirements of (ii) above.
The Custodian shall deliver, from time to time, any
Securities required as additional collateral for any transaction
described in this Section, upon receipt of Written or Oral
Instructions. The Trust shall cause all Securities released from
collateral status to be returned directly to the Custodian.
SECTION 10. If, in its sole discretion, the Custodian
advances funds to the Trust to pay for the purchase of
Securities, to cover an overdraft of the Trust's account with the
Custodian, or to pay any other indebtedness to the Custodian, the
Trust's indebtedness shall be deemed to be a loan by the
Custodian to the Trust, payable on demand and bearing interest at
the rate then charged by the Custodian for such loans; provided,
however, that the Custodian shall obtain the Trust's prior
approval for any advance of funds other than for the purpose of
settling a Securities trade. The Trust hereby agrees that the
Custodian shall have a continuing lien and security interest, to
the extent of any such overdraft or indebtedness, and to the
extent required by Regulation U of the Board of Governors of the
Federal Reserve System in the event any security interest is
taken in "margin stock" as therein defined, in any property then
held by the Custodian or its agents for the benefit of the Trust,
or in which the Trust may have an interest. The Trust authorizes
the Custodian, in its sole discretion at any time, to charge any
<PAGE>
such overdraft or indebtedness, together with interest due
thereon, against any balance then credited to the Trust on the
Custodian's books.
SECTION 11. The Custodian's responsibilities regarding put
and call option contracts will be governed by the following
subsections:
(a) With respect to puts and calls traded on securities
exchanges:
(1) The Custodian shall take action as to put options
("puts") and call options ("calls") purchased or sold (written)
by the Trust regarding escrow or other arrangements (i) in
accordance with the provisions of any agreement between the
Custodian, any broker-dealer registered under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and a member
of the National Association of Securities Dealers, Inc. and, if
necessary, the Trust relating to compliance with the rules of the
Options Clearing Corporation ("OCC") and of any registered
national securities exchange, or of any similar organization or
organizations, or (ii) alternatively, in accordance with
subsection (d) as to covered call options written by the Trust.
(2) The Custodian shall be under no duty or obligation
to see that the Trust has deposited or is maintaining adequate
margin, if required, with any broker in connection with any
option, nor shall the Custodian be under any duty or obligation
to present such option to the broker for exercise unless it
receives proper Instructions from the Trust. The Custodian shall
have no responsibility for the legality of any put or call
purchased or sold on behalf of the Trust, the propriety of any
such purchase or sale, or the adequacy of any collateral
delivered to a broker in connection with an option or deposited
to or withdrawn from a Segregated Account as described in
subsection (c) of this SECTION 11. The Custodian specifically,
but not by way of limitation, shall not be under any duty or
obligation to: (i) periodically check or notify the Trust that
the amount of collateral held by a broker or held in a Segregated
Account as described in subsection (c) of this SECTION 11 is
sufficient to protect the broker against any loss; (ii) effect
the return of any collateral delivered to a broker; or (iii)
advise the Trust that any option it holds has or is about to
expire. Such duties or obligations shall be the sole
responsibility of the Trust.
(b) With respect to puts, calls and futures traded on
commodities exchanges:
(1) The Custodian shall take action as to puts, calls
and futures contracts ("futures") purchased or sold by the Trust
<PAGE>
in accordance with the provisions of any agreement among the
Trust, the Custodian and a futures commission merchant registered
under the Commodity Exchange Act, as amended, relating to
compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Trust.
(2) The responsibilities and liabilities of the
Custodian as to futures, puts and calls traded on commodities
exchanges, any futures commission merchant account and the
Segregated Account shall be limited as set forth in subsection
(a) (2) of this SECTION 11 as if such subsection referred to
futures commission merchants rather than brokers, and futures and
puts and calls thereon instead of options.
(c) The Custodian shall upon receipt of Oral or Written
Instructions establish and maintain a Segregated Account or
Accounts for and on behalf of the Trust, into which Account or
Accounts may be transferred cash and Securities (i) in accordance
with the provisions of any agreement among the Trust, the
Custodian and a broker-dealer registered under the Exchange Act
and a member of the National Association of Securities Dealers,
Inc. or any futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of
OCC and of any registered national securities exchange or the
Commodity Futures Trading Commission or any registered contract
market, or of any similar organization or organizations regarding
escrow or other arrangements in connection with transactions by
the Trust, and (ii) for the purpose of segregating cash or
Securities in connection with options written by the Trust, and
(iii) for the purposes of compliance by the Trust 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 (iv) for other
proper corporate purposes, but only, in the case of clause (iv),
upon receipt of, in addition to Written or Oral Instructions, a
certified copy of a resolution of the Board of Trustees of the
Trust 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.
(d) Upon receipt of Written or Oral Instructions, the
Custodian will execute, or cause a Sub-Custodian or depository to
execute, an escrow receipt relating to a call option written by
the Trust and will deliver such escrow receipt against receipt of
payment of the premium therefor or, in the case of call option
contracts issued by OCC, an escrow deposit form of OCC pursuant
to the Escrow Deposit Agreement in effect from time to time
<PAGE>
between the Custodian and OCC. The Instruction shall contain all
information necessary for the issuance of such receipt or deposit
form and will authorize the deposit of the securities specified
therein into an escrow account which will be held by the
Custodian or a depository subject to the terms of such escrow
receipt or deposit form. However, the Custodian agrees that it
will not deliver or cause a depository to deliver any securities
deposited in an escrow account pursuant to an exercise notice
unless the Custodian has received Oral or Written Instruction to
do so or (i) the Custodian has duly requested the issuance of
such Instruction; (ii) at least two business days have elapsed
since the receipt of such request to the Trust; and (iii) the
Trust has not advised the Custodian that it has purchased
Securities that are to be delivered pursuant to the exercise
notice. The Trust shall be subrogated to the rights of the
Custodian against any party for any claim the Custodian may have
as a result of the Custodian's delivery or directing delivery of
Securities deposited in an escrow account other than pursuant to
an Instruction by the Trust. The Trust agrees that it will not
issue an Instruction which shall conflict with the terms of any
escrow receipt executed by the Custodian or any depository in
relation to the Trust which is then in effect. The Custodian
need not maintain any written evidence of any call written by the
Trust as part of its duties under this Agreement. The Trust may
write calls on securities ("underlying securities") which are not
owned by the Trust and may issue an Instruction to the Custodian
to execute, or cause a depository to execute, an escrow receipt
or deposit form on securities ("convertible securities") which
are, or are to be, owned by the Trust and are convertible into
the underlying securities. In such event, any Instruction as to
the execution of the escrow receipt or deposit form will relate
only to such convertible securities but any instruction as to the
delivery of such securities may direct the Custodian to convert
the same.
SECTION 12. The Custodian assumes no duty, obligation or
responsibility whatsoever to exercise any voting or consent
powers with respect to the Securities held by it from time to
time hereunder. The Trust or such person or persons as it may
designate shall have the right to vote, consent or otherwise act
with respect to such Securities. The Custodian will exercise its
best efforts (as defined in SECTION 14) to furnish to the Trust
in a timely manner all proxies or other appropriate
authorizations with respect to Securities registered in the name
of the Custodian or its nominee, so that the Trust or its
designee may vote, consent or otherwise act.
SECTION 13. The Trust agrees to pay to the Custodian
compensation for its services as set forth in Schedule A hereto
attached, or as shall be set forth in written amendments to such
<PAGE>
Schedule approved by the Trust and the Custodian from time to
time.
SECTION 14. The Custodian will exercise its best efforts to
forward to the Trust in a timely manner all notices of
stockholder meetings, proxy statements, annual reports,
conversion notices, call notices, or other notices or written
materials of any kind (excluding stock certificates and dividend
and interest payments) received by the Custodian as registered
owner of Securities ("notices and materials"). The Trust and its
investment adviser have primary responsibility for taking action
on such notices and materials. Best efforts as used in this
Agreement shall mean the efforts reasonably believed in good
faith by the Custodian to be adequate in the circumstances.
Upon receipt of warrants or rights issued in connection with
the assets of the Trust, the Custodian shall enter into its
ledgers appropriate notations indicating such receipt and shall
notify the Trust of such receipt. However, the Custodian shall
have no obligation to take any other action with respect to such
warrants or rights, except as directed in Written or Oral
Instructions.
SECTION 15. The Custodian assumes no duty, obligation or
responsibility whatsoever with respect to Securities not
deposited with the Custodian.
SECTION 16. The Custodian acknowledges and agrees that all
books and records maintained for the Trust in any capacity under
this Agreement are the property of the Trust and may be inspected
by the Trust or any authorized regulatory agency at any
reasonable time. Upon request all such books and records will be
surrendered promptly to the Trust. The Custodian agrees to make
available upon request and to preserve for the periods prescribed
in Rule 31a-2 of the Investment Company Act of 1940 any records
related to services provided under this Agreement and required to
be maintained by Rule 31a-1 of such Act.
SECTION 17. The Custodian assumes only the duties and
obligations specifically set forth herein, and duties incidental
thereto normally performed by custodians of mutual funds. It
specifically assumes no responsibility for the management,
investment or reinvestment of the Securities from time to time
owned by the Trust, whether or not on deposit hereunder. The
responsibility for the proper and timely management, investment
and reinvestment of such Securities shall be that of the Trust
and its investment advisor.
The Custodian shall not be liable for any taxes, assessments
or governmental charges that may be levied or assessed upon the
Securities held by it hereunder, or upon the income therefrom.
<PAGE>
Upon Written or Oral Instructions, the Custodian may pay any such
tax, assessment or charge and reimburse itself out of the monies
of the Trust or the Securities held hereunder.
The Custodian may rely upon the advice of counsel, who may be
counsel for the Trust or for the Custodian, and upon statements
of accountants, brokers or other persons believed by it in good
faith to be expert in the matters upon which they are consulted.
The Custodian shall not be liable for any action taken in good
faith reliance upon such advice or statements. The Custodian
shall not be liable for action taken in good faith in accordance
with any Written or Oral Instructions, request or advice of the
Trust or its officers, or information furnished by the Trust or
its officers. The Custodian shall not be liable for any non-
negligent action taken in good faith and reasonably believed by
it to be within the powers conferred upon it by this Agreement.
No liability of any kind, other than to the Trust, shall
attach to the Custodian by reason of its custody of the
Securities and cash of the Trust under this Agreement or
otherwise as a result of its custodianship. In the event that
any claim shall be made against the Custodian, it shall have the
right to pay the claim and reimburse itself from the assets of
the Trust in its hands; provided, however, that no such
reimbursement shall occur unless the Trust is notified of the
claim and is afforded an opportunity to defend the claim, if it
so elects. Except as otherwise provided herein, the Trust shall
further agree to indemnify and hold the Custodian harmless for
any loss, claim, damage, expense or liability arising out of the
custodian relationship under this Agreement; provided such loss,
claim, damage, expense or liability is not the direct result of
the Custodian's negligence or willful misconduct.
SECTION 18. Upon receipt of Written or Oral Instructions to
appoint a Sub-Custodian, which shall be deemed a Trust approval
of the appointment, the Custodian shall appoint one or more
banking institutions licensed and examined by the United States
or any state thereof as Sub- Custodian of Securities and cash of
the Trust from time to time; provided, however, that the
Custodian shall have requested appointment of a Sub-Custodian.
The Custodian shall have no liability to the Trust or any
other person by reason of any act or omission of any Sub-
Custodian, and the Trust shall indemnify the Custodian and hold
it harmless from and against any and all actions, suits and
claims, whether groundless or otherwise, and from and against any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising directly of indirectly out of or
in connection with the performance of any Sub-Custodian;
provided, however, that the Custodian shall, and hereby does,
assign to the Trust any and all claims for any losses, costs,
<PAGE>
expenses, or damages that may be incurred by the Trust by reason
of the negligence, gross negligence or misconduct of any Sub-
Custodian, or by reason of the failure of a Sub-Custodian to
perform in accordance with any applicable agreement, including
instructions of the Custodian of the Trust. The Custodian shall
be under no obligation to prosecute or to defend any action, suit
or claim arising out of, or in connection with, the performance
of any Sub-Custodian, if, in the opinion of the Custodian's
counsel, such action will involve the Custodian in expense or
liability. The Trust shall, upon request, furnish the Custodian
with satisfactory indemnity against such expense or liability,
and upon request of the Custodian, the Trust shall assume the
entire defense of any action, suit, or claim subject to the
foregoing indemnity.
The Trust shall pay all fees and expenses of any Sub-
Custodian.
SECTION 19. This Agreement may be amended from time to time
without notice to or approval of the Shareholders by a written
supplemental agreement executed by the Trust and the Custodian.
SECTION 20. This Agreement may be terminated by either party
upon notice to the other. The termination shall become effective
at the time specified in the notice but no earlier than sixty
(60) days after the date of the notice. Upon notice of
termination, the Trust shall use its best efforts to obtain a
successor custodian. If a successor custodian is not appointed
within sixty (60) days after the date of the notice of
termination, the Board of Trustees of the Trust shall, by
resolution, designate the Trust as its own custodian. Each
successor custodian shall be a person qualified to serve under
the Investment Company Act of 1940, as amended from time to time.
Promptly following receipt of written notice from the Trust of
the appointment of a successor custodian and receipt of Written
or Oral Instructions, the Custodian shall deliver upon payment of
the Custodian's reasonable charges and disbursements and any
other amounts due all Securities and cash it then holds directly
to the successor custodian and shall, upon request of the Trust
and the successor custodian, execute and deliver to the successor
custodian an instrument approved by its counsel transferring to
the successor custodian all the rights, duties and obligations of
the Custodian, transfer to the successor custodian the originals
or copies of all books and records maintained by the Custodian
hereunder and cooperate with, and provide reasonable assistance
to, the successor custodian in the establishment of the books and
records necessary to carry out its responsibilities hereunder.
If the Trust's Board of Trustees fails to designate a successor
custodian or to designate the Trust as its own custodian within
sixty (60) days after the date of the notice of termination, the
Custodian may, at the expense of the Trust, apply to the Federal
<PAGE>
District Court for the Commonwealth of Massachusetts for further
direction as to the disposition of the Trust's assets.
Notwithstanding the termination of this Agreement, the Custodian
shall be obligated to safeguard the assets of the Trust and may
change reasonable and customary fees for doing so pending receipt
by the court or the Trust of instructions for delivery of all
securities and cash held, but the Custodian shall have no
obligation to process any other transactions or perform any other
custodial functions following termination of this Agreement.
Upon delivery of the Securities and other assets of the Trust and
compliance with the other requirements of this SECTION 20, the
Custodian shall have no further duty or liability hereunder.
Every successor custodian appointed hereunder shall execute and
deliver an appropriate written acceptance of its appointment and
shall thereupon become vested with the rights, powers,
obligations and custody of the predecessor custodian.
SECTION 21. Nothing contained in this Agreement is intended
to or shall require the Custodian in any capacity hereunder to
perform any functions or duties on any holiday, weekend or
weekday on which the Custodian or the New York Stock Exchange is
closed or permitted by law to be closed. Functions or duties
normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which both the
New York Stock Exchange and the Custodian are open, unless
otherwise required by law.
SECTION 22. Unless otherwise agreed upon by the parties,
this Agreement shall become effective as of the date set forth on
the first page hereof.
SECTION 23. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same
instrument.
SECTION 24. This Agreement shall extend to and bind the
parties hereto and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by
the Trust without the written consent of the Custodian, or by the
Custodian without the written consent of the Trust, authorized or
approved by a resolution of the Trust's Board of Trustees.
Notwithstanding the foregoing, either party may assign this
Agreement without the consent of the other party so long as the
assignee is an affiliate, parent or subsidiary of the assigning
party and the assignee of the Custodian is qualified to serve as
custodian under the Investment Company Act of 1940, as amended
from time to time.
SECTION 25. This Agreement shall be governed by the laws of
the Commonwealth of Massachusetts.
<PAGE>
WITNESS the following signatures:
CORE TRUST (DELAWARE)
BY: _________________________
John Y. Keffer
TITLE: President
FIRST NATIONAL BANK OF BOSTON
BY: _________________________
TITLE:________________________
<PAGE>
Schedule A
Base Fee
Administrative Fee -
Transaction Fees
Minimum Fee
47180160.CQ7
