As filed with the Securities and Exchange Commission on November 17, 1997
File No. 811-8858
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 11
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CORE TRUST (DELAWARE)
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 207-879-1900
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David I. Goldstein, Esq.
Forum Financial Services, Inc.
Two Portland Square
Portland, Maine 04101
(Name and Address of Agent for Service)
Copies to:
R. Darrell Mounts, Esq.
Kirkpatrick & Lockhart, LLP
1800 Massachusetts Ave., N.W. 2nd Floor
Washington, D.C. 20036-1800
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EXPLANATORY NOTE
This Registration Statement is being filed by Registrant pursuant to Section
8(b) of the Investment Company Act of 1940, as amended. Beneficial interests in
the series of Registrant are not being registered under the Securities Act of
1933, as amended, because such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of that act. Investments in Registrant's series may only
be made by certain institutional investors, whether organized within or without
the United States. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any beneficial interests in any
series of Registrant.
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PART A
CORE TRUST (DELAWARE)
Treasury Cash Portfolio Large Company Growth Portfolio
Government Cash Portfolio Income Equity Portfolio
Cash Portfolio Small Company Stock Portfolio
Prime Money Market Portfolio Small Company Growth Portfolio
Money Market Portfolio Small Company Value Portfolio
Positive Return Bond Portfolio International Portfolio
Stable Income Portfolio Strategic Value Bond Portfolio
Managed Fixed Income Portfolio Disciplined Growth Portfolio
Total Return Bond Portfolio Small Cap Value Portfolio
Index Portfolio Small Cap Index Portfolio
No changes are effected by this Amendment No. 11 to the Part A regarding the
above listed Portfolios included in previous Amendments to Registrant's
Registration Statement.
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PART B
CORE TRUST (DELAWARE)
Treasury Cash Portfolio Large Company Growth Portfolio
Government Cash Portfolio Income Equity Portfolio
Cash Portfolio Small Company Stock Portfolio
Prime Money Market Portfolio Small Company Growth Portfolio
Money Market Portfolio Small Company Value Portfolio
Positive Return Bond Portfolio International Portfolio
Stable Income Portfolio Strategic Value Bond Portfolio
Managed Fixed Income Portfolio Disciplined Growth Portfolio
Total Return Bond Portfolio Small Cap Value Portfolio
Index Portfolio Small Cap Index Portfolio
No changes are effected by this Amendment No. 11 to the Part B regarding the
above listed Portfolios included in previous Amendments to Registrant's
Registration Statement.
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PART A
CORE TRUST (DELAWARE)
TREASURY PORTFOLIO AND MUNICIPAL CASH PORTFOLIO
Part A of this Registration Statement on Form N-1A, as amended through the date
hereof, relating to the Treasury Portfolio and Municipal Cash Portfolio of Core
Trust (Delaware) consists of the following Private Placement Memorandum of the
Treasury Portfolio and Municipal Cash Portfolio. Responses to Items 1, 2, 3 and
5A of Form N-1A have been omitted pursuant to paragraph 4 of Instruction F of
the General Instructions to Form N-1A.
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PRIVATE PLACEMENT MEMORANDUM
TREASURY PORTFOLIO
MUNICIPAL CASH PORTFOLIO
November 14, 1997
This Private Placement Memorandum relates to beneficial interests in each of
Treasury Portfolio and Municipal Cash Portfolio (each a "Portfolio") of Core
Trust (Delaware) (the "Trust"), a registered, open-end management investment
Company.
Investments in the Portfolios 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 a Portfolio. An
investor may subscribe for a beneficial interest in a 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 Portfolios............ 1
Introduction.......................................... 1
Treasury Portfolio
Investment Objective.................................. 2
Investment Policies................................... 2
Municipal Cash Portfolio
Investment Objective.................................. 4
Investment Policies................................... 4
Management ............................................. 8
Capital Stock and Other Securities............................. 10
Purchase of Securities......................................... 10
Redemption or Repurchase....................................... 11
Other Information ............................................. 12
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THE SECURITIES OF THE TRUST DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER (1) THE TERMS OF THE TRUST INSTRUMENT OF THE
TRUST AND (2) THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
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PRIVATE PLACEMENT MEMORANDUM
TREASURY PORTFOLIO
MUNICIPAL CASH PORTFOLIO
November 14, 1997
GENERAL DESCRIPTION OF THE TRUST AND THE PORTFOLIOS (ITEM 4 TO FORM N-1A)
INTRODUCTION
Core Trust (Delaware) (the "Trust") is a no-load, open-end management investment
company which was organized as a business trust under the laws of the State of
Delaware pursuant to a Trust Instrument dated September 1, 1994, as amended and
restated November 1, 1994.
Beneficial interests in the Trust are divided into twenty-two 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 each of Treasury Portfolio and
Municipal Cash Portfolio (each a "Portfolio"), two of the subtrusts of the
Trust. Treasury Portfolio commenced operations on February 21, 1996. Municipal
Cash Portfolio is expected to commence operations on November 17, 1997. The
assets of each Portfolio belong only to that 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 each 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 Portfolios 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 each
Portfolio. Subject to the general supervision of Forum Advisors, Linden Asset
Management, Inc. ("Linden") serves as investment subadviser to the Portfolios.
Forum Financial Services, Inc. ("FFSI") serves as the agent of the Portfolios
and its affiliate, Forum Administrative Services, LLC ("FAS") serves as
administrator of the Portfolios. Forum Accounting Services, LLC serves as the
fund accountant of the Portfolios.
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TREASURY PORTFOLIO
INVESTMENT OBJECTIVE
The investment objective of the Portfolio is to provide high current income to
the extent consistent with the preservation of capital and the maintenance of
liquidity.
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 Portfolio
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 Portfolio 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 Portfolio will be subject
to state and local income taxes in the shareholder's state.
The U.S. Government Securities in which the Portfolio may invest include direct
obligations of the U.S. Treasury (such as Treasury bills and notes) and other
securities backed by the full faith and credit of the U.S. Government. Certain
U.S. Government Securities have lesser degrees of government backing. For
instance, certain obligations are supported by the right of the issuer to borrow
from the Treasury under certain circumstances and other obligations, such as
those of the Student Loan Marketing Association, are supported only by the
credit of the agency or instrumentality. There is no guarantee that the U.S.
Government will support securities not
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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.
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 Portfolio is subject to risk even if all securities in the Portfolio's
portfolio are paid in full at maturity. All money market instruments, including
U.S. Government Securities, can change in value when 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.
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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 Portfolio's total assets. Borrowing for
purposes other than meeting redemption requests will not exceed 5% of the value
of the Portfolio's total assets. The Portfolio is permitted to invest up to 10%
of the value of its total assets in other investment companies that intend to
comply with Rule 2a-7 and have substantially similar investment objectives and
policies. The Portfolio may also from time to time lend securities from its
portfolio to brokers, dealers and other financial institutions.
MUNICIPAL CASH PORTFOLIO
INVESTMENT OBJECTIVE
The investment objective of the Portfolio is to provide high current income
which is exempt from federal income taxes to the extent consistent with the
preservation of capital and the maintenance of liquidity. As part of its
objective, during periods of normal market condition, the Portfolio will have at
least 80% of its net assets invested in federally tax-exempt instruments.
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
Municipal Cash Portfolio seeks to attain its investment objective by investing
primarily in municipal securities. The Portfolio attempts to maintain 100% of
its assets invested in federally tax-exempt municipal securities; during periods
of normal market conditions the Portfolio will have at least 80% of its net
assets invested in federally tax-exempt instruments the income from which may be
subject to the federal alternative minimum tax ("AMT").
The Portfolio may from time to time invest more than 25% of its assets in
obligations of issuers located in one state but, under normal circumstances,
will not invest more than 35% of its assets in obligations of issuers located in
one state or territory. If the Portfolio concentrates its investments in this
manner, it will be more susceptible to factors adversely affecting issuers of
those municipal securities than would be a more geographically diverse municipal
securities portfolio. These risks arise from the financial condition of the
particular state or territory and its political subdivisions.
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THE SHORT-TERM MUNICIPAL SECURITIES MARKET. It is anticipated that a substantial
amount of the municipal securities held by the Portfolio will be supported by
credit and liquidity enhancements, such as letters of credit (which are not
covered by federal deposit insurance) or put or demand features of third party
financial institutions, generally domestic and foreign banks. Accordingly, the
credit quality and liquidity of the Portfolio will be dependent in part upon the
credit quality of the banks supporting the Portfolio's investments. This will
result in exposure to risks pertaining to the banking industry, including the
foreign banking industry. These risks include a sustained increase in interest
rates, which can adversely affect the availability and cost of a bank's lending
activities; exposure to credit losses during times of economic decline;
concentration of loan portfolios in certain industries; regulatory developments;
and competition among financial institutions. Brokerage firms and insurance
companies also provide certain liquidity and credit support. The Portfolio's
policy is to purchase municipal securities with third party credit or liquidity
support only after the Adviser has considered the creditworthiness of the
financial institution providing the support and believes that the security
presents minimal credit risk.
The Portfolio may purchase long term municipal securities with various maturity
shortening provisions. For instance, variable rate demand notes ("VRDN") are
municipal bonds with maturities of up to 40 years that are sold with a demand
feature (an option for the holder of the security to sell the security back to
the issuer) which may be exercised by the security holder at predetermined
intervals, usually daily or weekly. The interest rate on the security is
typically reset by a remarketing or similar agent at prevailing interest rates.
VRDNs may be issued directly by the municipal issuer or created by a bank,
broker-dealer or other financial institution by selling a previously issued
long-term bond with a demand feature attached. Similarly, tender option bonds
(also referred to as certificates of participation) are municipal securities
with relatively long original maturities and fixed rates of interest that are
coupled with an agreement of a third party financial institution under which the
third party grants the security holders the option to tender the securities to
the institution and receive the face value thereof. The option may be exercised
at periodic intervals, usually six months to a year. As consideration for
providing the option, the financial institution receives a fee equal to the
difference between the underlying municipal security's fixed rate and the rate,
as determined by a remarketing or similar agent, that would cause the
securities, coupled with the tender option, to trade at par on the date of the
interest rate determination. These bonds effectively provide the holder with a
demand obligation that bears interest at the prevailing short-term municipal
securities interest rate.
The Portfolio also may acquire "puts" on municipal securities it purchases. A
put gives the Portfolio the right to sell the municipal security at a specified
price at any time before a specified date. The Portfolio will acquire puts only
to enhance liquidity, shorten the maturity of the related municipal security or
permit the Portfolio to invest its funds at more favorable rates. Generally, the
Portfolio will buy a municipal security that is accompanied by a put only if the
put is available at no extra cost. In some cases, however, the Portfolio may pay
an extra amount to acquire a put, either in connection with the purchase of the
related municipal security or separately from the purchase of the security.
The Portfolio may purchase municipal securities together with the right to
resell them to the seller or a third party at an agreed-upon price or yield
within specified periods prior to their maturity dates. Such a right to resell
is commonly known as a "stand-by commitment," and the aggregate
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price which the Portfolio pays for securities with a stand-by commitment may be
higher than the price which otherwise would be paid. The primary purpose of this
practice is to permit the Portfolio to be as fully invested as practicable in
municipal securities while preserving the necessary flexibility and liquidity to
meet unanticipated redemptions. In this regard, the Portfolio acquires stand-by
commitments solely to facilitate portfolio liquidity and does not exercise its
rights thereunder for trading purposes. Stand-by commitments involve certain
expenses and risks, including the inability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised,
non-marketability of the commitment, and differences between the maturity of the
underlying security and the maturity of the commitment.
MUNICIPAL BONDS. Municipal bonds are long term fixed-income securities. "General
obligation" bonds are secured by a municipality's pledge of its full faith,
credit and taxing power for the payment of principal and interest. "Revenue"
bonds are usually payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other tax, but not from general tax revenues. Under a "moral
obligation" bond (which is normally issued by special purpose public
authorities), if the issuer is unable to meet its obligations under the bonds
from current revenues, it may draw on a reserve fund that is backed by the moral
commitment (but not the legal obligation) of the state or municipality that
created the issuer. The Portfolio may invest in industrial development bonds,
which in most cases are revenue bonds. The payment of the principal and interest
on these bonds is dependent solely on the ability of an initial or subsequent
user of the facilities financed by the bonds to meet its financial obligations
and the pledge, if any, of real and personal property so financed as security
for such payment.
MUNICIPAL NOTES AND LEASES. Municipal notes, which may be either "general
obligation" or "revenue" securities, are short-term fixed income securities
intended to fulfill short-term capital needs of a municipality. Municipal
leases, which may take various forms, are issued by municipalities to acquire a
wide variety of equipment and facilities. Municipal leases frequently have
special risks not normally associated with other municipal securities. Municipal
leases (which normally provide for title to the leased assets to pass eventually
to the government issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting the constitutional and statutory
requirements for the issuance of debt. The debt-issuance limitations of many
state constitutions and statutes are deemed to be inapplicable because of the
inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis.
PARTICIPATION INTERESTS. The Portfolio may purchase participation interests in
municipal securities that are owned by banks or other financial institutions.
Participation interests usually carry a demand feature backed by a letter of
credit or guarantee of the bank or institution permitting the holder to tender
them back to the bank or other institution.
TAXABLE INVESTMENTS. The Portfolio may invest up to 20% of the value of its net
assets in cash and money market instruments, the interest income on which is
subject to federal income taxation. In addition, when business or financial
conditions warrant or when an adequate supply of appropriate
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municipal securities is not available, the Portfolio may assume a temporary
defensive position and invest without limit in such taxable money market
instruments.
MANAGEMENT (ITEM 5 OF FORM N-1A)
TRUSTEES AND OFFICERS
The business of the Trust is managed under the direction of the Board of
Trustees. FAS 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 Portfolios pursuant to an
investment advisory agreement between Forum Advisors and the Trust. Subject to
the general supervision of the Board, Forum Advisors makes investment decisions
for the Portfolios and monitors the Portfolios' investments. Forum Advisors is
located at Two Portland Square, Portland, Maine 04101, and is controlled by John
Y. Keffer. Forum Advisors currently advises five other mutual funds.
Pursuant to an investment advisory agreement among the Trust, Forum Advisors and
Linden, from time to time Linden may provide Forum Advisors with assistance
regarding certain of Forum Advisor's responsibilities under its investment
advisory agreement. These services may include management of part of or all of
the Portfolios' investment portfolios. Linden Asset Management, Inc., the
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
Portfolio's portfolio manager. Linden advises three other mutual funds.
Forum Advisors and Linden are required to furnish at their expense all services,
facilities and personnel necessary in connection with managing the Portfolios'
investments and effecting portfolio transactions for the Portfolios.
For its services under the investment advisory agreement, Forum Advisors
receives from each Portfolio an annual advisory fee of 0.05% of the total
average daily net assets of each 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.
CUSTODIAN
BankBoston, N.A., serves as the custodian for the Portfolios and may appoint
certain subcustodians to custody the Portfolios' securities and other assets.
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ADMINISTRATOR, PLACEMENT AGENT,
TRANSFER AGENT AND FUND ACCOUNTANT
Pursuant to an administrative agreement with the Trust, FAS supervises the
overall management of the Portfolios, including overseeing each 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, FAS receives a
fee at an annual rate of 0.10% of the average daily net assets of the Portfolio.
As of October 1, 1997, FAS and FFSI acted as administrator and distributor of
registered investment companies with assets of approximately $25.5 billion.
FFSI, the Trust's placement agent, 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.
Forum Accounting Services, Limited Liability Company ("Forum Accounting"), Two
Portland Square, Portland, Maine 04101, is the Trust's interestholder
recordkeeper and fund accountant. Forum Accounting is an affiliate of Forum. For
its services, Forum Accounting receives a base fee of $48,000 per year for each
Portfolio plus additional amounts depending on the assets of the Portfolio, the
number and type of securities held by the Portfolio and the portfolio turnover
rate of the Portfolio. As of October 1, 1997, FAS, FFSI, Forum Advisors and
Forum Accounting were each directly controlled by John Y. Keffer, President and
Chairman of the Trust.
EXPENSES
Each 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. A Portfolio's expenses comprise Trust expenses attributable to the
Portfolio, which are allocated to the Portfolio, and expenses not attributable
to the Portfolio, which are allocated among all subtrusts of the Trust in
proportion to their average net assets or as otherwise determined by the Board.
All fees of Forum Advisors, Linden, FAS, Forum Accounting 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
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waivers or reimbursements will have the effect of increasing the Portfolio's
performance for the period during which the waiver or reimbursement is in
effect. No fee waivers may be recouped at a later date.
CAPITAL STOCK AND OTHER SECURITIES (ITEM 6 OF FORM N-1A)
The Trust was organized as a business trust under the laws of the State of
Delaware. Under the Trust Instrument, the Trustees are authorized to issue
beneficial interests in separate subtrusts or "series" of the Trust. The Trust
currently has twenty two series; the Trust reserves the right to create and
issue additional series.
Each investor in a 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 a
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 a 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 a Portfolio, investors will
be entitled to share pro rata in the Portfolio's net assets available for
distribution to investors.
A Portfolio's net income consists of (1) all dividends, accrued interest
(including earned discount, both original issue and market discount), and other
income, including any net realized gains on the Portfolio's assets, less (2) all
actual and accrued expenses of the Portfolio, amortization of any premium, and
net realized losses on the Portfolio's assets, all as determined in accordance
with generally accepted accounting principles. All of a Portfolio's net income
is allocated pro rata among the investors in the Portfolio. A 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 a
Portfolio will not be subject to any income tax. However, each investor in a
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 each
Portfolio's assets, income, and distributions will be managed in such a way that
an investor in a 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 Administrative Services, LLC.
<PAGE>
PURCHASE OF SECURITIES (ITEM 7 OF FORM N-1A)
Beneficial interests in a 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 a 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 4:00 P.M., Eastern time
("Valuation Time"), on all weekdays, except New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day,
Thanksgiving and Christmas ("Business Day").
Each investor in a 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 a Portfolio then will be recomputed using the
percentage equal to the fraction (1) the numerator of which is the value of the
investor's investment in the Portfolio as of the Valuation Time on that day plus
or minus, as the case may be, the amount of any additions to or withdrawals from
such investment effected on that day and (2) the denominator of which is the
Portfolio's aggregate NAV as of the Valuation Time on that day plus or minus, as
the case may be, the amount of the net additions to or withdrawals from the
aggregate investments in the Portfolio by all investors. The percentages so
determined then will be applied to determine the value of each investor's
respective interest in a Portfolio as of the Valuation Time on the following
Business Day.
In order to more easily maintain a stable net asset value per share, each
Portfolio's portfolio securities are valued at their amortized cost (acquisition
cost adjusted for amortization of premium or accretion of discount) in
accordance with Rule 2a-7. Each 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. Each Portfolio's other assets, if any,
are valued at fair value by or under the direction of the Board.
There is no minimum initial or subsequent investment in a Portfolio. However,
since each 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 a Portfolio at
any time or to reject any investment order.
The exclusive placement agent for the Trust is FFSI. FFSI receives no
compensation for serving as the exclusive placement agent for the Trust.
REDEMPTION OR REPURCHASE (ITEM 8 OF FORM N-1A)
<PAGE>
An investor in a 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 a Portfolio in Federal funds normally on the Business Day after
the withdrawal is effected, but in any event within seven days. Investments in a
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 a Portfolio may be made wholly or partially in portfolio
securities if the Board determines that payment in cash would be detrimental to
the best interests of the Portfolio. The Trust has filed an election with the
Commission pursuant to which each Portfolio will only consider effecting a
redemption in portfolio securities if the particular holder of beneficial
interest is redeeming more than $250,000 or 1% of the Portfolio's NAV, whichever
is less, during any 90-day period.
OTHER INFORMATION
This Memorandum sets forth concisely certain information concerning the Trust
and the Portfolio that a prospective investor should know before investing. The
Trust has written a Statement of Additional Information dated November 12, 1997,
as may be amended from time to time (the "SAI"), which contains more detailed
information about the Trust and the Portfolios and which is incorporated into
this Prospectus by reference. The SAI is available without charge by contacting
the Placement Agent at the address listed on the cover page to this Memorandum.
PENDING LEGAL PROCEEDINGS (ITEM 9 OF FORM N-1A)
Not applicable.
<PAGE>
PART B
CORE TRUST (DELAWARE)
TREASURY PORTFOLIO AND MUNICIPAL CASH PORTFOLIO
Part B of this Registration Statement on Form N-1A, as amended through the date
hereof, relating to the Treasury Portfolio and Municipal Cash Portfolio of Core
Trust (Delaware) consists of the following Statement of Additional Information
of the Treasury Portfolio and Municipal Cash Portfolio.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TREASURY PORTFOLIO
MUNICIPAL CASH PORTFOLIO
November 17, 1997
This Statement of Additional Information ("SAI") relates to beneficial interests
in the Treasury Portfolio and Municipal Cash Portfolio (each a "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 Portfolios.
Investments in the Portfolios 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 a 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 a Portfolio. An
investor may subscribe for a beneficial interest in the Portfolio by contacting
Forum Financial Services, Inc., the Trust's placement agent (the "Placement
Agent"), at Two Portland Square, Portland, Maine 04101, (207) 879-6200, for a
complete subscription package, including the Memorandum and a subscription
agreement. The Trust and the Placement Agent reserve the right to refuses to
accept any subscription for any reason.
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TABLE OF CONTENTS
PAGE
General Information and History...................................
Investment Objectives and Policies................................
Management of the Trust...........................................
Control Persons and Principal Holders of Securities...............
Investment Advisory and Other Services............................
Brokerage Allocation and Other Practices..........................
Capital Stock and Other Securities................................
Purchase, Redemption and Pricing of Securities....................
Tax Status........................................................
Underwriters......................................................
Financial Statements..............................................
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THE SECURITIES OF THE TRUST DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER (1) THE TERMS OF THE TRUST INSTRUMENT OF THE
TRUST AND (2) THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES (ITEM 13 OF FORM N-1A)
The Memorandum contains information about the investment objectives, policies
and restrictions of Treasury Portfolio and Municipal Cash Portfolio (each a
"Portfolio"), a subtrust of Core Trust (Delaware) (the "Trust"). The following
discussion is intended to supplement the disclosure in the Memorandum concerning
each Portfolio's investments, investment techniques and strategies and the risks
associated therewith. The Portfolios 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).
"FAS" shall mean Forum Administrative Services, LLC
"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 Portfolio and Municipal 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
Pursuant to Rule 2a-7 adopted under the 1940 Act, each of the Portfolios may
invest only in "eligible securities" as defined in that Rule. Generally, an
eligible security is a security that (i) is denominated in U.S. Dollars and has
a remaining maturity of 397 days or less; (ii) is rated, or is issued by an
issuer with short-term debt outstanding that is rated, in one of the two highest
rating categories by two NRSROs or, if only one NRSRO has issued a rating, by
that NRSRO; and (iii) has been determined by Forum Advisors to present minimal
credit risks pursuant to procedures approved by the Board. In addition, the
Portfolios will maintain a dollar-weighted average maturity of 90 days or less.
Unrated securities may also be eligible securities if Forum Adivsors determines
that they are of comparable quality to a rated eligible security pursuant to
guidelines approved by the Board.
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"), each Portfolio may not invest
<PAGE>
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 to be of
comparable quality.
Immediately after the acquisition of any put, no more than five percent of a
Portfolio's total assets may be invested in securities issued by or subject to
conditional puts from the same institution and no more than ten percent of a
Portfolio's total assets may be invested in securities issued by or subject to
unconditional puts (including guarantees) from the same institution. However,
these restrictions only apply with respect to 75% of Municipal Cash Portfolio's
total assets.
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 Adviser's knowledge has been given a rating
by an NRSRO below the second highest rating category, the Core Trust Board will
promptly reassess whether the security continues to present minimal credit risks
and will take such action as the Board determines is in the best interests of
the Portfolio and its shareholders. The reassessment required by clause (ii)
will not be required, however, if the security has been disposed of (or has
matured) within five business days of the Forum Advisor's or Linden's becoming
aware of the new rating (or comparable quality, in the case of an unrated
security) and the Board is notified of the action taken. Credit ratings attempt
to evaluate the safety of principal and interest payments and do not evaluate
the risks of fluctuations in market value. Also, rating agencies may fail to
make timely changes in credit ratings. An issuer's current financial condition
may be better or worse than a rating indicates.
WHEN-ISSUED SECURITIES AND DELAYED DELIVERY SECURITIES
The Portfolios may purchase securities on a when-issued or delayed delivery
basis. In those cases, the purchase price and the interest rate payable on the
securities are fixed on the transaction date and delivery and payment may take
place a month or more after the date of the transaction. At the time the
Portfolio makes the commitment to purchase securities on a when-issued or
delayed delivery basis, the Portfolio will record the transaction as a purchase
and thereafter reflect the value each day of such securities in determining its
net asset value. If the Portfolio chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the disposition
of any other portfolio obligation, incur a gain or loss due to market
fluctuation.
ILLIQUID SECURITIES
The Portfolios 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
<PAGE>
number of factors in reaching liquidity decisions, including but not limited to:
(1) the frequency of trades and quotations for the security; (2) the number of
dealers willing to purchase or sell the security and the number of other
potential buyers; (3) the willingness of dealers to undertake to make a market
in the security; and (4) the nature of the marketplace trades, including the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer. Forum Advisors monitors the liquidity of the
securities in the Portfolio's portfolio and reports periodically on such
decisions to the Core Trust Board.
LENDING OF PORTFOLIO SECURITIES
In order to obtain additional income, each Portfolio may from time to time lend
securities from its portfolio to brokers, dealers and financial institutions.
Securities loans must be callable at any time and must be continuously secured
by collateral from the borrower in the form of cash or U.S. Government
Securities with a market value, determined daily, at least equal to the value of
the securities being loaned. The Portfolio receives fees in respect of
securities loans from the borrower or interest from investing the cash
collateral. The Portfolio may pay fees to arrange the loans. The Portfolio may
pay fees to arrange the loans. As a fundamental policy, the Portfolio may not
lend portfolio securities in an amount greater than 33% of the value of its
total assets. The Portfolio intends to enter securities loans only with those
companies that the Adviser, under the general supervision of the Core Trust
Board, believes present minimal credit risks.
A Portfolio's use of securities lending entails certain risks not associated
with direct investments in securities. For instance, in the event that
bankruptcy or similar proceedings were commenced against a counterparty in these
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.
MUNICIPAL SECURITIES
Municipal securities are issued by the states, territories and possessions of
the United States, their political subdivisions (such as cities, counties and
towns) and various authorities (such as public housing or redevelopment
authorities), instrumentalities, public corporations and special districts (such
as water, sewer or sanitary districts) of the states, territories and
possessions of the United States or their political subdivisions. In addition,
municipal securities include securities issued by or on behalf of public
authorities to finance various privately operated facilities, such as industrial
development bonds or other private activity bonds that are backed only by the
assets and revenues of the non-governmental user (such as manufacturing
enterprises, hospitals, colleges or other entities).
Municipal securities historically have not been subject to registration with the
SEC, although there have been proposals which would require registration in the
future.
MUNICIPAL NOTES. Municipal notes, which may be either "general obligation" or
"revenue" securities are intended to fulfill the short-term capital needs of the
issuer and generally have maturities not exceeding one year. They include the
following: tax anticipation notes, revenue anticipation notes, bond anticipation
notes, construction loan notes and tax-exempt commercial paper. Tax anticipation
notes are issued to finance working capital needs of municipalities, and are
payable from various anticipated future seasonal tax revenues, such as income,
sales, use and business taxes. Revenue anticipation notes are issued in
expectation of receipt of other types of revenues, such as federal revenues
available under various federal revenue sharing programs. Bond anticipation
notes are issued to provide interim financing until long-term financing can be
arranged and are typically payable from proceeds of the long-term bonds.
Construction loan notes are sold to provide construction financing. After
successful completion and acceptance, many such projects receive permanent
financing through the Federal Housing Administration under the Federal National
Mortgage Association or the Government National Mortgage Association. Tax-exempt
commercial paper is a short-term obligation with a stated maturity of 365 days
or less. It is issued by agencies of state and local governments to finance
seasonal working capital needs or as short-term financing in anticipation of
<PAGE>
longer term financing. Municipal notes also include longer term issues that are
remarketed to investors periodically, usually at one year intervals or less.
MUNICIPAL BONDS. Municipal bonds meet longer term capital needs of a municipal
issuer and generally have maturities of more than one year when issued. General
obligation bonds are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads, and water and sewer
systems. General obligation bonds are secured by the issuer's pledge of its full
faith and credit and taxing power for the payment of principal and interest. The
taxes that can be levied for the payment of debt service may be limited or
unlimited as to rate or amount. Revenue bonds in recent years have come to
include an increasingly wide variety of types of municipal obligations. As with
other kinds of municipal obligations, the issuers of revenue bonds may consist
of virtually any form of state or local governmental entity. Generally, revenue
bonds are secured by the revenues or net revenues derived from a particular
facility, class of facilities, or, in some cases, from the proceeds of a special
excise or other specific revenue source, but not from general tax revenues.
Revenue bonds are issued to finance a wide variety of capital projects including
electric, gas, water and sewer systems; highways, bridges, and tunnels; port and
airport facilities; colleges and universities; and hospitals. Many of these
bonds are additionally secured by a debt service reserve fund which can be used
to make a limited number of principal and interest payments should the pledged
revenues be insufficient. Various forms of credit enhancement, such as a bank
letter of credit or municipal bond insurance, may also be employed in revenue
bond issues. Revenue bonds issued by housing authorities may be secured in a
number of ways, including partially or fully insured mortgages, rent subsidized
and/or collateralized mortgages, and/or the net revenues from housing or other
public projects. Some authorities provide further security in the form of a
state's ability (without obligation) to make up deficiencies in the debt service
reserve fund. In recent years, revenue bonds have been issued in large volumes
for projects that are privately owned and operated, as discussed below.
Municipal bonds are considered private activity bonds if they are issued to
raise money for privately owned or operated facilities used for such purposes as
production or manufacturing, housing, health care and other nonprofit or
charitable purposes. These bonds are also used to finance public facilities such
as airports, mass transit systems and ports. The payment of the principal and
interest on such bonds is dependent solely on the ability of the facility's
owner or user to meet its financial obligations and the pledge, if any, of real
and personal property as security for such payment.
While at one time the pertinent provisions of the Code permitted private
activity bonds to bear tax-exempt interest in connection with virtually any type
of commercial or industrial project (subject to various restrictions as to
authorized costs, size limitations, state per capita volume restrictions, and
other matters), the types of qualifying projects under the Code have become
increasingly limited, particularly since the enactment of the Tax Reform Act of
1986. Under current provisions of the Code, tax-exempt financing remains
available, under prescribed conditions, for certain privately owned and operated
facilities of organizations described in Section 501(c)(3) of the Code,
multi-family rental housing facilities, airports, docks and wharves, mass
commuting facilities and solid waste disposal projects, among others, and for
the tax-exempt refinancing of various kinds of other private commercial projects
originally financed with tax-exempt bonds. In future years, the types of
projects qualifying under the Code for tax-exempt financing could become
increasingly limited.
OTHER MUNICIPAL OBLIGATIONS. Other municipal obligations, incurred for a variety
of financing purposes, include municipal leases, which may take the form of a
lease or an installment purchase or conditional sale contract. Municipal leases
are entered into by state and local governments and authorities to acquire a
wide variety of equipment and facilities such as fire and sanitation vehicles,
telecommunications equipment and other capital assets. Municipal leases
frequently have special risks not normally associated with general obligation or
revenue bonds. Leases and installment purchase or conditional sale contracts
(which normally provide for title to the leased asset to pass eventually to the
government issuer) have evolved as a means for governmental issuers to acquire
property and equipment without being required to meet the constitutional and
statutory requirements for the issuance of debt. The debt-issuance limitations
of many state constitutions and statutes are deemed to be inapplicable because
of the inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis.
<PAGE>
ALTERNATIVE MINIMUM TAX. Municipal securities are also categorized according to
(i) whether the interest is or is not includable in the calculation of
alternative minimum taxes imposed on individuals and corporations, (ii) whether
the costs of acquiring or carrying the bonds are or are not deductible in part
by banks and other financial institutions, and (iii) other criteria relevant for
Federal income tax purposes. Due to the increasing complexity of the Code and
related requirements governing the issuance of tax-exempt bonds, industry
practice has uniformly required as a condition to the issuance of such bonds,
but particularly for revenue bonds, an opinion of nationally recognized bond
counsel as to the tax-exempt status of interest on the bonds.
PUTS AND STANDBY COMMITMENTS ON MUNICIPAL SECURITIES. Municipal Cash Portfolio
may acquire "puts" with respect to municipal securities. A put gives a Portfolio
the right to sell the municipal security at a specified price at any time on or
before a specified date. A Portfolio may sell, transfer or assign a put only in
conjunction with its sale, transfer or assignment of the underlying security or
securities. The amount payable to a Portfolio upon its exercise of a "put" is
normally: (1) the Portfolio's acquisition cost of the municipal securities
(excluding any accrued interest which the Portfolio paid on their acquisition),
less any amortized market premium or plus any amortized market or original issue
discount during the period the Portfolio owned the securities, plus (2) all
interest accrued on the securities since the last interest payment date during
that period.
Puts may be acquired by the Portfolio to facilitate the liquidity of its
portfolio assets. Puts may also be used to facilitate the reinvestment of a
Portfolio's assets at a rate of return more favorable than that of the
underlying security. Municipal Cash Portfolio expects that it will generally
acquire puts only where the puts are available without the payment of any direct
or indirect consideration. However, if necessary or advisable, the Portfolio may
pay for a put either separately in cash or by paying a higher price for
portfolio securities which are acquired subject to the puts (thus reducing the
yield to maturity otherwise available for the same securities). The Portfolio
intends to enter into puts only with dealers, banks and broker-dealers which, in
the Portfolio's Investment Adviser's opinion, present minimal credit risks.
Puts may, under certain circumstances, also be used to shorten the maturity of
underlying variable rate or floating rate securities for purposes of calculating
the remaining maturity of those securities and the dollar-weighted average
portfolio maturity of a Portfolio's assets.
The Portfolio may purchase municipal securities together with the right to
resell them to the seller or a third party at an agreed-upon price or yield
within specified periods prior to their maturity dates. Such a right to resell
is commonly known as a "stand-by commitment," and the aggregate price which the
Portfolio pays for securities with a stand-by commitment may be higher than the
price which otherwise would be paid. The primary purpose of this practice is to
permit a Portfolio to be as fully invested as practicable in municipal
securities while preserving the necessary flexibility and liquidity to meet
unanticipated redemptions. In this regard, a Portfolio acquires stand-by
commitments solely to facilitate portfolio liquidity and does not exercise its
rights thereunder for trading purposes. Stand-by commitments involve certain
expenses and risks, including the inability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised,
non-marketability of the commitment, and differences between the maturity of the
underlying security and the maturity of the commitment. The Portfolio's policy
is to enter into stand-by commitment transactions only with municipal securities
dealers which are determined to present minimal credit risks.
The acquisition of a stand-by commitment does not affect the valuation or
maturity of the underlying municipal securities which continue to be valued in
accordance with the amortized cost method. Stand-by commitments acquired by the
Portfolio are valued at zero in determining net asset value. When a Portfolio
pays directly or indirectly for a stand-by commitment, its cost is reflected as
unrealized depreciation for the period during which the commitment is held.
Stand-by commitments do not affect the average weighted maturity of the
Portfolio's portfolio of securities.
2. INVESTMENT LIMITATIONS
<PAGE>
Each 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. Unless specified for one Portfolio,
neither Portfolio may:
(1) Borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests). Total borrowings may not exceed 33 1/3% of the
Portfolio's total assets and borrowing for purposes other than meeting
redemptions may not exceed 5% of the value of each the Portfolio's total assets.
Outstanding borrowings in excess of 5% of the value of the Portfolio's total
assets must be repaid before any subsequent investments are made by the
Portfolio.
(2) Make loans, except that the Portfolio may (i) purchase debt securities which
are otherwise permissible investments, (ii) enter into repurchase agreements and
(iii) lend portfolio securities.
(3) Purchase securities, other than U.S. Government Securities, if more than 25%
of the value of the Portfolio's total assets would be invested in securities of
issuers conducting their principal business activity in the same industry,
provided that consumer finance companies and industrial finance companies are
considered to be separate industries and that there is no limit on the purchase
of the securities of domestic commercial banks.
(4) With respect to 75% of its assets, may not purchase securities, other than
U.S. Government Securities, of any one issuer if more than 5% of the value of
the Portfolio's total assets would at the time of purchase be invested in any
one issuer.
(5) Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. Collateralized loans of securities are not deemed to be pledges or
hypothecations for this purpose.
(6) Act as an underwriter of securities of other issuers, except to the extent
that, in connection with the disposition of portfolio securities, the Portfolio
may be deemed to be an underwriter for purposes of the Securities Act of 1933.
(7) Purchase or sell real estate or any interest therein, except that the
Portfolio may invest in debt obligations secured by real estate or interests
therein or issued by companies that invest in real estate or interests therein.
(8) Write put and call options.
(9) Purchase securities having voting rights, except the Portfolio may invest in
securities of other investment companies to the extent permitted by the 1940
Act.
(10) Invest for the purpose of exercising control over any person.
(11) Issue senior securities except pursuant to Section 18 of the 1940 Act and
except that the Portfolio may borrow money subject to investment limitations
specified in the Portfolio's Prospectus.
(12) Purchase securities on margin, or make short sales of securities, except
for the use of short-term credit necessary for the clearance of purchases and
sales of portfolio securities.
(13) Invest in securities (other than fully-collateralized debt obligations)
issued by companies that have conducted continuous operations for less than
three years, including the operations of predecessors, unless guaranteed as to
principal and interest by an issuer in whose securities the Portfolio could
invest.
<PAGE>
(14) Invest in or hold securities of any issuer if officers and Trustees of the
Trust or the Adviser, individually owning beneficially more than 1/2 of 1% of
the securities of the issuer, in the aggregate own more than 5% of the issuer's
securities.
(15) Invest in interests in oil or gas or interests in other mineral exploratio
or development programs.
(16) Purchase restricted securities.
(17) Purchase or sell real property (including limited partnership interests,
but excluding readily marketable interests in real estate investment trusts or
readily marketable securities of companies which invest in real estate.)
If a percentage restriction on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in
percentage resulting from a change in the market values of the Portfolio's
assets or redemptions of shares will not be considered a violation of the
limitation.
MANAGEMENT OF THE TRUST (ITEM 14 OF FORM N-1A)
TRUSTEES AND OFFICERS
The Trustees and officers of the Trust and their principal occupations during
the past five years are set forth below. Each Trustee who is an "interested
person" (as defined by the 1940 Act) of the Trust is indicated by an asterisk.
John Y. Keffer and David R. Keffer are brothers.
John Y. Keffer*, Chairman and President (age 54).
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 (age 53).
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 (age 54).
Founder and President, Technology Marketing Associates (a marketing
company for small and medium size businesses in New England) since
1991. During November 1991 to September 1994, Mr. Cheng provided
marketing and sales support to Forum. Mr. Cheng was President of
Network Dynamics, Inc. (a software development company). Prior thereto
His address is 27 Temple Street, Belmont, MA 02718.
J. Michael Parish, Trustee (age 53).
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.
Sara Morris, Vice President, Assistant Secretary and Assistant Treasurer
(age 33).
Managing Director, Forum Financial Services, Inc., with which she has
been associated since 1994. Prior thereto, from 1991 to 1994 Ms. Clark
was Controller of Wright Express Corporation (a national credit card
<PAGE>
company) and for six years prior thereto was employed at Deloitte &
Touche LLP as an accountant. Ms. Clark is also an officer of various
registered investment companies for which Forum Financial Services,
Inc. serves as manager, administrator and/or distributor. Her address
is Two Portland Square, Portland, Maine 04101.
Thomas G. Sheehan, Vice President and Assistant Secretary (age 42).
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.
Richard C. Butt, Treasurer (age 40).
CPA, Managing Director, Operations, Forum Financial Corp. since 1996.
Prior thereto, Mr. Butt was a consultant in the financial services
division of KPMG Peat Marwick LLP ("KPMG"). Prior to his employment at
KPMG, Mr. Butt was President of 440 Financial Distributors, Inc., the
distribution subsidiary of 440 Financial Group, and Senior Vice
President of the parent company. Prior thereto, he was a Vice
President at Fidelity Services Company. Mr. Butt is responsible for
fund accounting and transfer agency at Forum. His address is Two
Portland Square, Portland, Maine 04101.
David I. Goldstein, Secretary (age 35).
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, LLP. 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.
Renee A. Walker, Assistant Secretary (age 27).
Fund Administrator, Forum Financial Services, Inc., with which she has
been associated since 1994. Prior thereto, Ms. Walker was an
administrator at Longwood Partners (the manager of a hedge fund
partnership) for a year. After graduating from college, from 1991 to
1993, Ms. Walker was a sales representative assistant at PaineWebber
Incorporated (a broker-dealer). Her address is Two Portland Square,
Portland, Maine 04101.
Each Trustee of the Trust (other than persons who are interested persons of the
Trust) is paid $1,000 for each Board meeting attended (whether in person or by
electronic communication) plus $100 per active portfolio of the Trust and is
paid $1,000 for each Committee meeting attended on a date when a Board meeting
is not held. To the extent a meeting relates to only certain portfolios of the
Trust, Trustees are paid the $100 fee only with respect to those portfolios.
Trustees are also reimbursed for travel and related expenses incurred in
attending meetings of the Board. No officer of the Trust is compensated by the
Trust.
The Trust commenced operations in November 1994. The Trust has not adopted any
form of retirement plan covering Trustees or officers.
The following table provides the aggregate compensation paid to the Trustees of
the Trust by the Trust. Information is presented for the twelve months ended
August 31, 1997, the Portfolios' fiscal year end.
Total Compensation
From The Trust
--------------
Costas Azariadis $2,238
James C. Cheng $2,238
J. Michael Parish $2,238
<PAGE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES (ITEM 15 OF FORM N-1A)
With respect to Treasury Portfolio, Daily Assets Treasury Fund, a series of
Forum Funds, a Delaware business trust registered with the SEC as an open-end
management investment company, has invested all of its investable assets in the
Portfolio. As of November 1, 1997, Daily Assets Treasury Fund is the Portfolio's
only interestholder and thus controls 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.
INVESTMENT ADVISORY AND OTHER SERVICES (ITEM 16 OF FORM N-1A)
INVESTMENT ADVISORY SERVICES
Forum Advisors, Inc. acts as investment adviser to the Portfolios pursuant to an
investment advisory agreement with the Trust and is required to furnish at its
expense all services, facilities and personnel necessary in connection with
managing the investments of, and effecting portfolio transactions for, the
Portfolios. Linden Assets Management, Inc. serves as an investment subadviser to
the Portfolio pursuant to an investment advisory agreement with Forum Advisors
and the Trust. Pursuant to its agreement, its is expected that Linden will
regularly provides Forum Advisors with assistance regarding certain of the
Adviser's responsibilities to the Portfolios, including management of all or
part of the Portfolios' investment portfolios.
The investment advisory agreements for the Portfolios 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 Portfolios is
terminable without the payment of penalty, (i) by the Board or by a vote of a
majority of the Portfolio's outstanding voting securities (as defined in the
1940 Act) on 60 days' written notice to Forum Advisors, or (ii) by Forum
Advisors on 60 days' written notice to the Trust. Linden's investment advisory
agreement with respect to the Portfolios is terminable without the payment of
penalty, (i) by the Board or by a vote of a majority of the Portfolio's
outstanding voting securities (as defined in the 1940 Act) on 60 days' written
notice to Linden, or (ii) by Linden or Forum Advisor's on 60 days' written
notice to the Trust. With respect to the Portfolio, each investment advisory
agreement terminates automatically upon its assignment.
The investment advisory agreements provide that Forum Advisors and Forum
Advisors may render service to others.
ADMINISTRATIVE SERVICES
Pursuant to an administration agreement with the Trust, Forum Administrative
Services, LLC ("FAS") supervises the overall administration of the Trust which
includes, among other responsibilities, overseeing the performance of
administrative and professional services rendered to the Trust by others,
including its custodian, transfer agent and fund accountant as well as legal and
auditing services; preparing and printing the periodic updating of the Trust's
registration statement, tax returns, and reports to interestholders and the SEC;
preparing, filing and maintaining the Trust's governing documents; preparing and
disseminating materials for meetings of the Board; and providing the Trust with
general office facilities.
<PAGE>
The Administration Agreement between FAS and the Trust will continue in effect
with respect to the Portfolio only if such continuance is specifically approved
at least annually by the Board or by the interestholders of that portfolio and,
in either case, by a majority of the Trustees who are not parties to the
agreement or interested persons of any such party.
The administration agreement with respect to the Portfolio may be terminated
without the payment of any penalty, (i) by the Board or by vote of a majority of
the Portfolio's outstanding voting securities (as defined in the 1940) Act on 60
days' written notice to Forum or (ii) by Forum on 60 days' written notice to the
Trust.
CUSTODIAN
Pursuant to a Custodian Contract with the Trust, BankBoston, N.A., 150 Royall
Street, Canton, MA 02021, acts as the custodian of the Portfolios' assets. The
custodian's responsibilities include safeguarding and controlling the
Portfolios' cash and securities and determining income payable on and collecting
interest on Portfolios investments. The Trust pays the custodian a fee at an
annual rate of 0.02% of each Portfolio's average daily net assets.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, serves as independent auditors for the Portfolios.
BROKERAGE ALLOCATION AND OTHER PRACTICES (ITEM 17 OF FORM N-1A)
Purchases and sales of portfolio securities for a 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 Portfolios will pay any amounts of
commission, in the event a Portfolio pays brokerage commissions or other
transaction-related compensation, the payments may be made to broker-dealers who
pay expenses of the Portfolio that it would otherwise be obligated to pay
itself. Any transaction for which a Portfolio pays transaction-related
compensation will be effected at the best price and execution available, taking
into account the amount of any payments made on behalf of the Portfolio by the
broker-dealer effecting the transaction. 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 August 31, 1997, and March 31, 1996 and 1995,
Treasury Portfolio paid no brokerage commissions.
Allocations of transactions to dealers and the frequency of transactions are
determined for a 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 a Portfolio.
Investment decisions for each 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, a 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 a Portfolio or
the size of the position obtainable for the Portfolio. In addition, when
purchases or sales of the same security for a Portfolio and for other investment
companies managed by the Adviser occur contemporaneously, the purchase or sale
orders may be aggregated in order to obtain any price advantages available to
large denomination purchases or sales.
No portfolio transactions are executed with the Adviser, Forum or any of their
affiliates.
CAPITAL STOCK AND OTHER SECURITIES (ITEM 18 OF FORM N-1A)
<PAGE>
Under the Trust Instrument, the Trustees are authorized to issue beneficial
interest in one or more separate and distinct series. Investments in each
Portfolio have no preference, preemptive, conversion or similar rights and are
fully paid and nonassessable, except as set forth below. Each investor in a
Portfolio is entitled to a vote in proportion to the amount of its investment
therein. Investors in the Portfolios will all vote together in certain
circumstances (e.g., election of the Trustees and ratification of auditors, as
required by the 1940 Act and the rules thereunder). One or more Portfolios could
control the outcome of these votes. Investors do not have cumulative voting
rights, and investors holding more than 50 percent of the aggregate interests in
the Trust or in a 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 a Portfolio) request in
writing a meeting of investors in the Trust (or Portfolio). Except for certain
matters specifically described in the Trust Instrument, the Trustees may amend
the Trust's Trust Instrument without the vote of investors.
The Trust, with respect to a Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the Trust's Board. A Portfolio may be terminated (1) upon liquidation and
distribution of its assets, if approved by the vote of a majority of the
Portfolio's outstanding voting securities (as defined in the 1940 Act) or (2) by
the Trustees on written notice to the Portfolio's investors. Upon liquidation or
dissolution of any Portfolio, the investors therein would be entitled to share
pro rate in its net assets available for distribution to investors.
The Trust is organized as a business trust under the laws of the State of
Delaware. The Trust's interestholders are not personally liable for the
obligations of the Trust under Delaware law. The Delaware Business Trust Act
provides that an interestholder of a Delaware business trust shall be entitled
to the same limitation of liability extended to shareholders of private
corporations for profit. However, no similar statutory or other authority
limiting business trust interestholder liability exists in many other states,
including Texas. As a result, to the extent that the Trust or an interestholder
is subject to the jurisdiction of courts in those states, the courts may not
apply Delaware law, and may thereby subject the Trust to liability. To guard
against this risk, the Trust Instrument of the Trust disclaims liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation and instrument entered into by the Trust or
its Trustees, and provides for indemnification out of Trust property of any
interestholder held personally liable for the obligations of the Trust. Thus,
the risk of an interestholder incurring financial loss beyond his investment
because of shareholder liability is limited to circumstances in which (1) a
court refuses to apply Delaware law, (2) no contractual limitation of liability
is in effect, and (3) the Trust itself is unable to meet its obligations. In
light of Delaware law, the nature of the Trust's business, and the nature of its
assets, the Board believes that the risk of personal liability to a Trust
interestholder is extremely remote.
PURCHASE, REDEMPTION AND PRICING OF SECURITIES
(ITEM 19 OF FORM N-1A)
Interests in the Portfolios are issued solely in private placement transactions
that do not involve any "public offering" within the meaning of section 4(2) of
the 1933 Act. See Items 4, 7 and 8 in Part A.
TAX STATUS (ITEM 20 OF FORM N-1A)
Each Portfolio will be classified for federal income tax purposes as a separate
partnership that will not be a "publicly traded partnership." As a result, no
Portfolio will be subject to federal income tax; instead, each investor in a
Portfolio will be required to take into account in determining its federal
income tax liability its share of the Portfolio's income, gains, losses,
deductions, and credits, without regard to whether it has received any cash
distributions from the Portfolio. Each Portfolio also will not be subject to
Delaware income or franchise tax.
Each investor in a Portfolio will be deemed to own a proportionate share of the
Portfolio's assets, and to earn a proportionate share of the Portfolio's income,
for, among other things, purposes of determining whether the investor satisfies
the requirements to qualify as a regulated investment company ("RIC").
Accordingly, each 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.
<PAGE>
Distributions to an investor from a Portfolio (whether pursuant to a partial or
complete withdrawal or otherwise) will not result in the investor's recognition
of any gain or loss for federal income tax purposes, except that (1) gain will
be recognized to the extent any cash that is distributed exceeds the investor's
basis for its interest in the Portfolio before the distribution, (2) income or
gain will be recognized if the distribution is in liquidation of the investor's
entire interest in the Portfolio and includes a disproportionate share of any
unrealized receivables held by the Portfolio, (3) loss will be recognized if a
liquidation distribution consists solely of cash and/or unrealized receivables,
and (4) gain or loss may be recognized on a distribution to an investor that
contributed property to the Portfolio. An investor's basis for its interest in
the Portfolio generally will equal the amount of cash and the basis of any
property it invests in the Portfolio, increased by the investor's share of the
Portfolio's net income and gains and decreased by (a) the amount of cash and the
basis of any property the Portfolio distributes to the investor and (b) the
investor's share of the Portfolio's losses.
UNDERWRITERS (ITEM 21 OF FORM N-1A)
Forum Financial Services, Inc., Two Portland Square, Portland, Maine 04101,
serves as the Trust's placement agent. Forum receives no compensation for such
placement agent services.
FINANCIAL STATEMENTS (ITEM 23 OF FORM N-1A)
The statement of assets and liabilities for Treasury Portfolio and the notes
thereto at August 31,1997, and the report of KPMG Peat Marwick, LLP, independent
accountants, are incorporated by reference herein, given on the authority of
such firm as experts in auditing and accounting.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Included in PART A
Not Applicable.
Included in Part B
For Treasury Portfolio:
Audited financial statements for the fiscal year ended August 31, 1997,
including: statements of assets and liabilities, statements of
operations, statements of changes in net assets, notes to financial
statements, portfolios of investments and independent auditor's report
thereon filed via EDGAR on November 12, 1997 accession number
0001004402-97-000179, and incorporated by reference herein.
(b) Exhibits:
(1) Copy of Trust Instrument (See Note A)
(2) Not Applicable.
(3) Not Applicable.
(4) Not Applicable.
(5) (a) Copy of the Investment Advisory Agreement between Registrant and
Norwest Bank Minnesota, N.A ("Norwest") (See Note B).
(b) Copy of the Investment Advisory Agreement between Registrant and
Schroder Capital Management International Inc.(See Note B).
(c) Copy of the Investment Advisory Agreement between Registrant and
Linden Asset Management, Inc. (See Note B).
(d) Copy of the Investment Advisory Agreement among Registrant, Linden
Asset Management, Inc. and Forum Advisors, Inc. (See Note B).
<PAGE>
(e) Copy of the Investment Advisory Agreement between Registrant and
Forum Advisors, Inc. (See Note B).
(f) Copy of the Investment Advisory Agreement among Registrant, Forum
Advisors, Inc., and Linden Asset Management, Inc. relating to the
Treasury Portfolio and Municipal Cash Portfolio of Registrant
(See Note B).
(g) Copy of the Investment Advisory Agreement between Registrant and
Linden Asset Management, Inc. relating to the Treasury Portfolio
and Municipal Cash Portfolio of Registrant. (See Note B)
(6) Not required.
(7) Not Applicable.
(8) (a) Copy of the Custodian Agreement between Registrant and Norwest
(See Note B).
(b) Copy of the Custodian Agreement between Registrant and The Chase
Manhattan Bank, N.A. ("Chase") (See Note B).
(c) Copy of the Foreign Subcustody Agreement between Chase and various
foreign subcustodians (See Note A).
(d) Copy of the Custodian Agreement between Registrant and Imperial
Trust Company (See Note B).
(e) Copy of the Custodian Agreement between Registrant and First
National Bank of Boston, N.A. (See Note B).
(9) (a) Copy of the Administration Agreement between Registrant and Forum
Financial Services, Inc. (See Note B).
(b) Copy of the Fund Accounting Agreement between Registrant and Forum
Financial Corp. (See Note B).
(c) Copy of the Placement Agent Agreement between Registrant and
Forum. (See Note B).
(d) Copy of the Administration Agreement between Registrant and Forum
with respect to Treasury Cash Portfolio, Government Cash
Portfolio, Cash Portfolio, Treasury Portfolio and Municipal Cash
Portfolio. (See Note B).
(e) Copy of the Fund Accounting Agreement between Registrant and
Forum Financial Corp. with respect to Treasury Cash Portfolio,
Government Cash Portfolio, Cash Portfolio, Treasury Portfolio and
Municipal Cash Portfolio. (See Note B).
<PAGE>
(f) Copy of the Placement Agent Agreement between Registrant and Forum
with respect to Treasury Cash Portfolio, Government Cash
Portfolio, Cash Portfolio and Treasury Portfolio. (See Note B).
(10) Not required.
(11) Not required.
(12) Not required.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Financial Data Schedule.
(18) Not Applicable.
Note A: Filed in Registrant's Registration Statement on November 10, 1994.
Note B. Filed in Amendment No. 5 to Registrant's Registration Statement on
September 30, 1996.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
As of September 30, 1997 substantially all of the interests in Index Portfolio,
Small Company Portfolio, International Portfolio, Prime Money Market Portfolio,
Money Market Portfolio, Stable Income Portfolio, Positive Return Bond Portfolio,
Managed Fixed Income Portfolio, Total Return Bond Portfolio, Income Equity
Portfolio, Large Company Growth Portfolio, Small Company Stock Portfolio, Small
Company Growth Portfolio and Small Company Value Portfolio were owned by various
series of Norwest Funds, a registered open-end management investment company.
As of September 30, 1997 substantially all of the interests in Treasury Cash
Portfolio, Government Cash Portfolio and Cash Portfolio were owned by various
series of Monarch Funds, a registered open-end management investment company.
<PAGE>
As of September 30, 1997 substantially all of the interests in Treasury
Portfolio were owned by Daily Assets Treasury Fund, a series of Forum Funds, a
registered open-end management investment company.
As of September 30, 1997 substantially all of the interests in Strategic Value
Bond Portfolio, Disciplined Growth Portfolio, Small Cap Value Portfolio and
Small Cap Index Portfolio were owned by Forum Financial Services, Inc. and its
affiliates, which are controlled by John Y. Keffer.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF SEPEMBER 30, 1997
Title of Class of Shares
Of Beneficial Interest Number Of Holders
---------------------- -----------------
Treasury Cash Portfolio 2
Government Cash Portfolio 2
Cash Portfolio 3
Treasury Portfolio 2
Prime Money Market Portfolio 2
Money Market Portfolio 2
Stable Income Portfolio 2
Positive Return Bond Portfolio 2
Managed Fixed Income Portfolio 2
Total Return Bond Portfolio 2
Index Portfolio 5
Income Equity Portfolio 2
Large Company Growth Portfolio 2
Small Company Portfolio 6
Small Company Stock Portfolio 2
Small Company Growth Portfolio 2
Small Company Value Portfolio 2
International Portfolio 2
International Portfolio II 6
ITEM 27. INDEMNIFICATION.
The Trust currently holds a directors' and officers' errors and
omissions insurance policy jointly with Forum Funds, the terms of which are
consistent with industry standards. The policy provides generally for the
indemnification against loss by the insured in connection with a judgment of
liability in certain litigation arising from the insured's wrongful act or an
error, act or omission by a person for whom the insured becomes legally
responsible. The policy provides coverage in the amount of $6,000,000. The
policy premiums are allocated between the Trust and Forum Funds based upon the
pro rata share of assets of each insured. The Trust's trustees and
<PAGE>
officers also are insured under the Trust's 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 Registrant's Trust Instrument is to
indemnify existing or former trustees and officers of the Trust to the fullest
extent permitted by law against liability and expenses. There is no
indemnification if, among other things, any such person is adjudicated liable to
the Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. This description is modified in its entirety by the provisions of
Article 5 of Registrant's Trust Instrument contained in this Registration
Statement as Exhibit 1 and incorporated herein by reference.
Provisions of each of Registrant's investment advisory agreements
provide that the respective investment adviser shall not be liable for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing shall be deemed to protect, or purport to protect, the
investment adviser against any liability to Registrant or to Registrant's
interestholders to which the investment adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the investment adviser's duties, or by reason of the investment adviser's
reckless disregard of its obligations and duties hereunder. This description is
modified in its entirety by the provisions of Registrant's Investment Advisory
Agreements contained in this Registration Statement as Exhibit 5 and
incorporated herein by reference.
As custodian to certain portfolios of the Trust, under Section 18 of
its custodian agreement Norwest is not liable for any action taken in good faith
reliance upon the advice or statements of certain experts. Under that agreement,
the Trust has agreed to indemnify and hold Norwest harmless for any loss, claim,
damage or expense arising out of the custodian relationship; provided such loss,
claim, damage or expense is not the direct result of the Custodian's negligence
or willful misconduct. This description is modified in its entirety by the
provisions of Registrant's Custodian Agreement contained in this Registration
Statement as Exhibit 8(a) and incorporated herein by reference.
The indemnification provisions set forth under Section 1 paragraphs
(f) and (g) of the Placement Agent Agreement between FFSI (defined as "Forum"
under the agreement) and the Trust, specifically provide as follows:
(f)The Trust agrees to indemnify, defend and hold Forum, its several
officers and directors, and any person who controls Forum within the
meaning of Section 15 of the 1933 Act or Section 20 of the Securities
Exchange Act of 1934 (the "1934 Act") (for purposes of this Section
1(f), collectively, "Covered Persons") free and harmless from and
against any and all claims, demands, liabilities and any counsel fees
incurred in connection therewith) which any Covered Person may incur
under the 1933 Act, the 1934 Act, common law or otherwise, arising out
of or based on any untrue statement of a material fact contained in
any registration
<PAGE>
statement, private placement memorandum or other offering material
("Offering Material") or arising out of or based on any omission to
state a material fact required to be stated in any Offering Material
or necessary to make the statements in any Offering Material not
misleading, provided, however,that the Trust's agreement to indemnify.
Covered Persons shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any financial and other
statements as are furnished in writing to the Trust by Forum in its
capacity as Placement Agent for use in the answers to any items of any
registration statement or in any statements made in any Offering
Material, or arising out of or based on any omission or alleged
comission to state a material fact in connection with the giving of
such information required to be stated in such answers or necessary to
make the answers not misleading; and further provided that the Trust's
agreement to Section 1(e)shall not be deemed to cover any liability to
the Trust or its investors to which a Covered Person would otherwise
be subject by reason or willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of a Covered
Person's reckless disregard of its obligations and duties under this
Agreement. The Trust shall be notified of any action brought against a
Covered Person, such notificatin to be given by letter or by telegram
addressed to the Secretary of the Trust, promptly after the summons or
other first legal process shall have been duly and completely served
upon such Covered Person. The failure to notify the Trust of any such
action shall not relieve the Trust from any liability except to the
extent that the Trust shall have been prejudiced by such failure, or
from any liability that the Trust may have to the Covered Person
against whom such action is brought by reason of any such untrue
statement or omission, otherwise than on account of the Trust's
indemnity agreement contained in this Section 1(f). The Trust will be
entitled to assume the defense of any suit brought to enforce any such
claim, demand or liability, but in such case such defense shall be
conducted by counsel chosen by the Trust and approved by Forum, the
defendant or defendants in such suit shall bear the fees and expenses
of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in
case Forum reasonably does not approve of counsel chosen by the Trust,
the Trust will reimburse the Covered Person named as defendant in such
suit, for the fees and expenses of any counsel retained by Forum or
such Covered Person. The Trust's indemnification agreement contained
in this Section (f) and the Trust's representations and warranties in
this Agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of Covered
Persons, and shall survive the delivery of any Interests. This
agreement of indemnity will inure exclusively to Covered Persons and
their successors. The Trust agrees to notify Forum promptly of the
commencement of any litigation or proceedings against the Trust or any
of its officers or Trustees in connection with the issue and sale of
any Interests.
<PAGE>
(g) Forum agrees to indemnify, defend and hold the Trust, its several
officers and trustees, and any person who controls the Trust within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act (for purposes of this Section 1(g) collectively, "Covered
Persons") free and harmless from and against any and all claims,
demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands, liabilities and any
counsel fees incurred in connection therewith) that Covered Persons
may incur under the 1933 Act, the 1934
Act, or common law or otherwise, but only to the extent that such
liability or expense incurred by a Covered Person resulting from such
claims or demands shall arise out of or be based on any untrue
statement of a material fact contained in information furnished in
writing by Forum in its capacity as Placement Agent to the Trust for
use in the answers to any of the items of any registration statement
or in any statements in any Offering Material or shall arise out of or
be based on any omission to state a material fact in connection with
such information furnished in writing by Forum to the Trust required
to be stated in such answers or necessary to make such information not
misleading. Forum shall be notified of any action brought against a
Covered Person, such notification to be given by letter or telegram
addressed to Forum, Attention: Legal Department, promptly after the
summons or other first legal process shall have been duly and
completely served upon such Covered Person. Forum shall have the right
of first control of the defense of the action with counsel of its own
choosing satisfactory to the Trust if such action is based solely on
such alleged misstatement or omission on Forum's part, and in any
other event each Covered Person shall have the right to participate in
the defense or preparation of the defense of any such action. The
failure to so notify Forum of any such action shall not relieve Forum
from any liability except to the extent that Forum shall have been
prejudiced by such failure, or from any liability that Forum may have
to Covered Persons by reason of any such untrue or alleged untrue
statement, or omission or alleged omission, otherwise than on account
of Forum's indemnity agreement contained in this Section 1(g).
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling
persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses
incurred or paid by a trustee, officer or controlling person of the
Trust in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection
with the securities being registered, the Trust will, unless in the
opinion of its
<PAGE>
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS.
NORWEST INVESTMENT MANAGEMENT, INC.
The description of Norwest Investment Management, Inc. ("NIM") in Parts A and B
of this Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of NIM,
including their business connections which are of a substantial nature. The
address of Norwest Corporation, the parent of
Norwest Bank Minnesota, N.A. ("Norwest Bank"), which is the parent of NIM, 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. 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.
William H. Queenan, Director, is also Executive Vice President of
Norwest Corporation.
<PAGE>
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.
CRESTONE CAPITAL MANAGEMENT, INC.
The description of Crestone Capital Management, Inc. ("Crestone") in Parts A and
B of this Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of Crestone,
including their business connections which are of a substantial nature. The
address of Crestone is 7720 East Belleview Avenue, Suite 220, Englewood Colorado
80111 and, unless otherwise indicated below, that address is the principal
business address of any company with which the directors and principal executive
officers are connected.
Kirk McCown, President and Director.
<PAGE>
Mark Steven Sunderhuse, Senior Vice President and Director.
P. Jay Kiedrowski, Director. Mr. Kiedrowski is also President and
Chairman of the Board of Norwest and an Executive Vice President of
Norwest Bank. His address is Sixth and Marquette Avenue, Minneapolis,
Minnesota 55479.
Steven P. Gianoli, Director. Mr. Gianoli is a Vice President of
Norwest and Norwest Bank. His address is Sixth and Marquette Avenue,
Minneapolis, Minnesota 55479.
Susan Koonsman, Director. Ms. Koonsman is President of Norwest
Investments & Trust. Her address is 1740 Broadway, Denver, Colorado
80274.
PEREGRINE CAPITAL MANAGEMENT, INC.
The description of Peregrine Capital Management, Inc. ("Peregrine") in Parts A
and B of this Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of Peregrine,
including their business connections which are of a substantial nature. The
address of Peregrine is LaSalle Plaza, 800 LaSalle Avenue, Suite 1850,
Minneapolis, Minnesota 55402 and, unless otherwise indicated below, that address
is the principal business address of any company with which the directors and
principal executive officers are connected.
James R. Campbell, Director. Mr. Campbell is President, Chief
Executive Officer and a Director of Norwest Bank. His address is Sixth
and Marquette Avenue, Minneapolis, Minnesota 55479-0116.
Patricia D. Burns, Senior Vice President.
Tasso H. Coin, Senior Vice President.
John S. Dale, Senior Vice President.
Julie M. Gerend, Senior Vice President. Prior to September, 1995, Ms.
Gerend was Manager, Account Executive at Fidelity Institutional
Retirement Services, Co.
William D. Diese, Senior Vice President.
Daniel J. Hagen, Vice President. Prior to May, 1996, Mr. Hagen was
Managing Director of Piper Jaffray, Inc.
Ronald G. Hoffman, Senior Vice President and Secretary.
<PAGE>
Frank T. Matthews, Vice President.
Jeannine McCormick, Senior Vice President.
Barbara K. McFadden, Senior Vice President.
Robert B. Mersky, Chairman, President and Chief Executive Officer.
Gary E. Nussbaum, Senior Vice President.
James P. Ross, Vice President. Prior to November, 1996, Mr. Ross was
Vice President of Norwest Bank.
Jonathan L. Scharlau, Assistant Vice President.
Jay H. Strohmaier, Senior Vice President. Prior to September, 1996,
Mr. Strohmaier was Senior Vice President/Managed Accounts for Voyageur
Asset Management.
Paul E. von Kuster, Senior Vice President.
Janelle M. Walter, Assistant Vice President.
Paul R. Wurm, Senior Vice President.
J. Daniel Vandermark, Vice President. His address is Sixth and
Marquette Avenue, Minneapolis, Minnesota 55479-1013
GALLIARD CAPITAL MANAGEMENT, INC.
The description of Galliard Capital Management, Inc. ("Galliard") in Parts A and
B of this Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of Galliard,
including their business connections which are of a substantial nature. The
address of Galliard is LaSalle Plaza, Suite 2060, 800 LaSalle Avenue,
Minneapolis, Minnesota 55479 and, unless otherwise indicated below, that address
is the principal business address of any company with which the directors and
principal executive officers are connected.
Peter Jay Kiedrowski, Chairman. Mr. Kiedrowski is President and Chief
Executive Officer of NIM; Chairman of Crestone and Executive Vice
President of Norwest Bank.
Richard Merriam, Principal. Mr. Merriam is Chief Investment Officer of
Insight Investment Management.
<PAGE>
John Caswell, Principal. Mr. Caswell is Chief Investment Officer of
Norwest Bank, N.A.
Karl Tourville, Principal. Mr. Tourville is Vice President/Head of
Fixed Income of Norwest Bank.
Laura Gideon, Senior Vice President of Marketing. Ms. Gideon is Vice
President of Marketing for American Express.
Leela Scattum, Vice President of Operations. Ms. Scattum is a Fund
Accountant for Norwest Bank.
UNITED CAPITAL MANAGEMENT
The description of United Capital Management ("UCM") in Parts A and B of this
Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of UCM,
including their business connections which are of a substantial nature. The
address of UCM is 1700 Lincoln Street, Suite 3301, Denver, Colorado 80274 and,
unless otherwise indicated below, that address is the principal business address
of any company with which the directors and principal executive officers are
connected.
W. Lon Schreur, President. Mr. Schreur is Senior Vice President of
Norwest Bank Colorado, N.A..
John T. Groton, Vice President. Mr. Groton is Vice President of
Norwest Bank Colorado, N.A.
David B. Kinney, Vice President. Mr. Kinney is Vice President of
Norwest Bank Colorado, N.A.
James C. Peery, Senior Vice President. Mr. Peery is Vice President of
Norwest Bank Colorado, N.A.
Leona F. Bennett, Vice President. Ms. Bennett is Vice President of
Norwest Bank Colorado, N.A.
Denise B. Johnson, Vice President. Mr. Johnson is Vice President of
Norwest Bank Colorado, N.A.
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.
<PAGE>
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.
David M. Salisbury. Chief Executive Officer, Director and Chairman of
Schroder Capital; Joint Chief Executive and Director of Schroder.
Richard R. Foulkes. Senior Vice President and Managing Director of
Schroder Capital.
John A. Troiano. Managing Director and Senior Vice President. Mr.
Troiano is also a Director of Schroder Ltd.
David Gibson. Senior Vice President and Director of Schroder Capital.
Director of Schroder Wertheim Investment Services Inc.
John S. Ager. Senior Vice President and Director of Schroder Capital.
Sharon L. Haugh. Senior Vice President and Director of Schroder
Capital, Director and Chairman of Schroder Advisors Inc.
Gavin D.L. Ralston. Senior Vice President and Director of Schroder
Capital.
Mark J. Smith. Senior Vice President and Director of Schroder Capital.
Robert G. Davy. Senior Vice President. Mr. Davy is also a Director of
Schroder Ltd. and an officer of open end investment companies for
which SCMI and/or its affiliates provide investment services.
Jane P. Lucas. Senior Vice President and Director of Schroder Capital;
Director of Schroder Advisors Inc.; Director of Schroder Wertheim
Investment Services, Inc.
C. John Govett. Director of Schroder Capital; Group Managing Director
of Schroder Investment Management Ltd. And Director of Schroders plc.
Phillipa J. Gould. Senior Vice President and Director of Schroder
Capital.
Louise Croset. First Vice President and Director of Schroder Capital.
Abdallah Nauphal, Group Vice President and Director.
<PAGE>
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 executive officers of Forum
Advisors, including their business connections which are of a substantial
nature. The address of Forum Advisors is Two Portland Square, Portland, Maine
04101 and, unless otherwise indicated below, that address is the principal
business address of any company with which the directors and principal executive
officers are connected.
John Y. Keffer, Director, President and Secretary.
Chairman and President of the Registrant; President and Secretary of
Forum Financial Services, Inc. and of Forum Financial Corp. Mr. Keffer
is a director and/or officer of various registered investment
companies for which Forum Financial Services, Inc. serves as manager,
administrator and/or distributor.
David R. Keffer, Vice President and Treasurer.
Vice President, Assistant Secretary and Assistant Treasurer of the
Registrant; Vice President and Treasurer of Forum Financial Services,
Inc. and of Forum Financial Corp. Mr. Keffer is an officer of various
registered investment companies for which Forum Financial Services,
Inc. serves as manager, administrator and/or distributor.
LINDEN ASSET MANAGEMENT, INC.
The description of Linden Asset Management, Inc. ("Linden") in Parts A and B of
the Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of Linden,
including their business connections which are of a substantial nature. The
address of Linden is 812 N. Linden Street, Beverly Hills, California 90212 and,
unless otherwise indicated below, that address is the principal business address
of any company with which the directors and principal executive officers are
connected.
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.
<PAGE>
SMITH ASSET MANAGEMENT GROUP
The description of Smith Asset Management Group ("Smith") ") in Parts A and B of
the Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of Smith,
including their business connections which are of a substantial nature. The
address of Smith is 500 Crescent Court, Suite 250, Dallas, Texas 75201 and,
unless otherwise indicated below, that address is the principal business address
of any company with which the directors and principal executive officers are
connected.
Stephen S. Smith, President. Mr. Smith is President and Chief
Executive Officer. Mr. Smith is also a partner of Discovery
Management.
Stephen J. Summers, Chief Operating Officer. Mr. Summers is also a
partner of Discovery Management.
Sarah C. Castleman, Vice President. Ms. Castleman is also a partner of
Discovery Management and prior thereto was an Assistant Vice President
at NationsBank, 901 Main Street, 16th Floor, Dallas, Texas 75201.
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., Forum Financial Corp. and
Forum Accounting Services, Limited Liability Company, 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.
<PAGE>
ITEM 32. UNDERTAKINGS.
Registrant undertakes to contain in its Trust Instrument provisions
for assisting shareholder communications and for the removal of trustees
substantially similar to those provided for in Section 16(c) of the Act, except
to the extent such provisions are mandatory or prohibited under applicable
Delaware law.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, Core Trust (Delaware), has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Portland and the State of Maine on the 17th day
of November, 1997.
CORE TRUST (DELAWARE)
BY: /s/ John Y. Keffer
------------------------
John Y. Keffer
President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MONARCH
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