CORE TRUST /DE, POS AMI, 1997-07-31

CORE TRUST /DE
POS AMI, 1997-07-31

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As filed with the Securities and Exchange Commission on July 31, 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. 9

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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 Avenue, N.S.
Second Floor
Washington, D.C. 20036-1800

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<PAGE>

EXPLANATORY NOTE

This Registration Statement is being filed by Registrant pursuant to Section
8(b) of the Investment Company Act of 1940, as amended. Beneficial interests in
the series of Registrant are not being registered under the Securities Act of
1933, as amended, because such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of that act. Investments in Registrant's series may only
be made by certain institutional investors, whether organized within or without
the United States (excluding individuals, S corporations, partnerships, and
grantor trusts beneficially owned by any individuals, S corporations, or
partnerships). This Registration Statement does not constitute an offer to sell,
or the solicitation of an offer to buy, any beneficial interests in any series
of Registrant.

<PAGE>

PART A
CORE TRUST (DELAWARE)

PRIME MONEY MARKET PORTFOLIO INDEX PORTFOLIO
MONEY MARKET PORTFOLIO INCOME EQUITY PORTFOLIO
POSITIVE RETURN BOND PORTFOLIO LARGE COMPANY GROWTH PORTFOLIO
STABLE INCOME PORTFOLIO SMALL COMPANY STOCK PORTFOLIO
MANAGED FIXED INCOME PORTFOLIO SMALL COMPANY GROWTH PORTFOLIO
TOTAL RETURN BOND PORTFOLIO SMALL COMPANY VALUE PORTFOLIO
INTERNATIONAL PORTFOLIO

No changes are effected by this Post-Effective Amendment No. 9 to the disclosure
regarding Prime Money Market Portfolio, Money Market Portfolio, Positive Return
Bond Portfolio, Stable Income Portfolio, Managed Fixed Income Portfolio, Total
Return Bond Portfolio, Income Equity Portfolio, Index Portfolio Large Company
Growth Portfolio, Small Company Stock Portfolio, Small Company Growth Portfolio,
Small Company Value Portfolio and International Portfolio, included in
Registrant's Registration Statement filed May 30, 1997.

<PAGE>

PART B
CORE TRUST (DELAWARE)

No changes are effected by this Post-Effective Amendment No. 9 to the disclosure
regarding Prime Money Market Portfolio, Money Market Portfolio, Positive Return
Bond Portfolio, Stable Income Portfolio, Managed Fixed Income Portfolio, Total
Return Bond Portfolio, Index Portfolio Income Equity Portfolio, Large Company
Growth Portfolio, Small Company Stock Portfolio, Small Company Growth Portfolio,
Small Company Value Portfolio and International Portfolio, included in
Registrant's Registration Statement filed May 30, 1997.

<PAGE>

PART A

CORE TRUST (DELAWARE)

TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO

No changes are effected by this Post-Effective Amendment No. 9 to the disclosure
regarding Treasury Cash Portfolio, Government Cash Portfolio and Cash Portfolio
included in Registrant's Registration Statement filed January 3, 1997.

<PAGE>

PART B
CORE TRUST (DELAWARE)

TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO

<PAGE>

PART A

CORE TRUST (DELAWARE)

TREASURY PORTFOLIO

Part A of this Registration Statement on Form N-1A, as amended through the date
hereof, relating to the Treasury Portfolio of Core Trust (Delaware) consists of
the following Private Placement Memorandum of the Treasury Portfolio. Responses
to Items 1, 2, 3 and 5A of Form N-1A have been omitted pursuant to paragraph 4
of Instruction F of the General Instructions to Form N-1A.

<PAGE>

PART B
CORE TRUST (DELAWARE)

TREASURY PORTFOLIO

Part B of this Registration Statement on Form N-1A, as amended through the date
hereof, relating to the Treasury Portfolio of Core Trust (Delaware) consists of
the following Statement of Additional Information of the Treasury Portfolio.

<PAGE>

PART A
CORE TRUST (DELAWARE)

PRIVATE PLACEMENT MEMORANDUM

TREASURY PORTFOLIO

August 1, 1997

This Private Placement Memorandum relates to beneficial interests in the
Treasury Portfolio (the "Portfolio") of Core Trust (Delaware) (the "Trust"), a
registered, open-end management investment Company.

Investments in the Portfolio may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). An investor in the
Portfolio must also be an "accredited investor," as that term is defined under
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

This Private Placement Memorandum does not constitute an offer to sell, or the
solicitation of an offer to buy, beneficial interests in the Portfolio. An
investor may subscribe for a beneficial interest in the Portfolio by contacting
Forum Financial Services, Inc., the Trust's placement agent, at Two Portland
Square, Portland, Maine 04101, (207) 879-6200, for a complete subscription
package, including a subscription agreement. The Trust and the Placement Agent
reserve the right to refuse to accept any subscription for any reason.

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<TABLE>
TABLE OF CONTENTS
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PAGE

General Description of the Trust and the Portfolio............................. 1
Introduction.......................................................... 1
Investment Objective.................................................. 1
Investment Policies................................................... 2
Management ............................................................. 4
Capital Stock and Other Securities............................................. 6
Purchase of Securities......................................................... 7
Redemption or Repurchase....................................................... 8
Other Information ............................................................. 9
</TABLE>
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THE SECURITIES OF THE TRUST DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER (1) THE TERMS OF THE TRUST INSTRUMENT OF THE
TRUST AND (2) THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

<PAGE>

PRIVATE PLACEMENT MEMORANDUM

TREASURY PORTFOLIO

August 1, 1997

GENERAL DESCRIPTION OF THE TRUST AND THE PORTFOLIO (ITEM 4 TO FORM N-1A)

INTRODUCTION

Core Trust (Delaware) (the "Trust") is a no-load, open-end management investment
company which was organized as a business trust under the laws of the State of
Delaware pursuant to a Trust Instrument dated September 1, 1994, as amended and
restated November 1, 1994.

Beneficial interests in the Trust are divided into seventeen separate
diversified subtrusts or "series," each having a distinct investment objective
and distinct investment policies. This Private Placement Memorandum (the
"Memorandum") relates to beneficial interests in the Treasury Portfolio (the
"Portfolio"), one of the subtrusts of the Trust. The Portfolio commenced
operations on February 21, 1996. The assets of the Portfolio belong only to the
Portfolio, and the assets belonging to a subtrust of the Trust shall be charged
with the liabilities of that subtrust and all expenses, costs, charges and
reserves attributable to that subtrust. The Trust is empowered to establish,
without investor approval, additional subtrusts, which may have different
investment objectives and policies.

Beneficial interests in the Portfolio are offered solely in private placement
transactions which do not involve any "public offering" within the meaning of
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act").
Investments in the Portfolio may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). This registration
statement does not constitute an offer to sell, or the solicitation of an offer
to buy, any "security" within the meaning of the 1933 Act.

Forum Advisors, Inc. ("the Adviser") serves as the investment adviser of the
Portfolio. Subject to the general supervision of Forum, Linden Asset Management,
Inc. ("Linden") serves as investment subadviser to the Portfolio. Forum
Financial Services, Inc. ("FFSI") serves as the administrator and placement
agent of the Portfolio and its affiliate Forum Financial Corp. ("FFC"), serves
as the transfer agent and fund accountant of the Portfolio.

INVESTMENT OBJECTIVE

The investment objective of the Portfolio is to provide high current income to
the extent consistent with the preservation of capital and the maintenance of
liquidity.
<PAGE>

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.

The U.S. Government Securities in which the Portfolio may invest include direct
obligations of the U.S. Treasury (such as Treasury bills and notes) and other
securities backed by the full faith and credit of the U.S. Government. Certain
U.S. Government Securities have lesser degrees of government backing. For
instance, certain obligations are supported by the right of the issuer to borrow
from the Treasury under certain circumstances and other obligations, such as
those of the Student Loan Marketing Association, are supported only by the
credit of the agency or instrumentality. There is no guarantee that the U.S.
Government will support securities not backed by its full faith and credit and,
accordingly, these securities may involve more risk than other U.S. Government
Securities.

U.S. GOVERNMENT ZERO COUPON SECURITIES. The Portfolio may invest in separately
traded principal and interest components of securities issued or guaranteed by
the U.S. Treasury under the Treasury's Separate Trading of Registered Interest
and Principal of Securities ("STRIPS") program. Zero coupon securities are sold
at original issue discount and pay no interest to holders prior to maturity.
Because of this, zero coupon securities may be subject to greater fluctuation of
market value than the other securities in which the Portfolio may invest.

GENERAL INFORMATION. The Portfolio will only invest in high quality, short-term
money market instruments that are determined by the Adviser, pursuant to
procedures approved by the Board of Trustees 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

<PAGE>

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.

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

<PAGE>

also from time to time lend securities from its portfolio to brokers, dealers
and other financial institutions.

MANAGEMENT (ITEM 5 OF FORM N-1A)

TRUSTEES AND OFFICERS

The business of the Trust is managed under the direction of the Board of
Trustees. FFSI provides persons satisfactory to the Board to serve as officers
of the Trust. The Portfolio's Statement of Additional Information, which is
available from the Trust, contains general background information about each
Trustee and officer of the Trust.

INVESTMENT ADVISERS

Forum Advisors serves as investment adviser of the Portfolio pursuant to an
investment advisory agreement between Forum Advisors and the Trust. Subject to
the general supervision of the Board, the Adviser makes investment decisions for
the Portfolios and monitors the Portfolios' investments. The Adviser is located
at Two Portland Square, Portland, Maine 04101, and is controlled by John Y.
Keffer. The Adviser currently advises five other mutual funds.

Pursuant to an investment advisory agreement among the Trust, the Adviser and
Linden, from time to time Linden provides the Adviser 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
Portfolio's investment portfolio. Linden, is located at 812 N. Linden Drive,
Beverly Hills, California 90210, and is controlled by Anthony R. Fischer, Jr.,
who acts as the Portfolio's portfolio manager. Linden advises three other mutual
funds.

The Adviser and Linden are required to furnish at their expense all services,
facilities and personnel necessary in connection with managing the Portfolio's
investments and effecting portfolio transactions for the Portfolio.

For its services under the investment advisory agreement, the Adviser receives
from the Portfolio an annual advisory fee of 0.05% of the total average daily
net assets of the Portfolio. To the extent the Adviser has delegated its
responsibilities to Linden, the Adviser pays the advisory fee accrued for such
period of time to Linden. It is currently anticipated that the Adviser will
delegate responsibility for portfolio management regularly to Linden.

CUSTODIAN

BankBoston serves as the custodian for the Portfolio and may appoint certain
subcustodians to custody the Portfolio's securities and other assets.

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT

Pursuant to an administrative agreement with the Trust, FFSI supervises the
overall management of the Portfolio, including overseeing the Portfolio's
receipt of services, advising the Trust and

<PAGE>

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, FFSI receives a fee at an annual rate of 0.10% of the
average daily net assets of the Portfolio.

FFSI is the exclusive placement agent fro the Trust and receives no compensation
for serving the Trust in this capacity.

FFC, Two Portland Square, Portland, Maine 04101, is the Trust's transfer agent
and fund accountant. For these services, FFC receives a base fee of $36,000 per
year plus $6,000 for each investor (other than FFSI and its affiliates) in the
Portfolio (in excess of one). In addition, FFSI may receive increased fees from
the Portfolio depending on the number and type of securities held by the
Portfolio.

As of March 31, 1997, FFSI and its affiliate Forum Administrative Services, LLC
acted as distributor and/or administrator of registered investment companies
with assets of approximately $18 billion. FFSI, whose principal business address
is Two Portland Square, Portland, Maine 04101, is a registered broker-dealer and
is a member of the National Association of Securities Dealers, Inc. As of March
31, 1997, FFSI, the Adviser and the FFC were each directly controlled by John Y.
Keffer, President and Chairman of the Trust.

EXPENSES

The Portfolio is obligated to pay for all of its expenses. These expenses
include: governmental fees; interest charges; taxes; brokerage fees and
commissions; insurance premiums; investment advisory, custodial, administrative
and transfer agency and fund accounting fees, as described above; compensation
of certain of the Trust's Trustees, costs of membership in trade associations;
fee and expenses of independent auditors and legal counsel to the Trust; and
expenses of calculating the net asset value of and the net income of the
Portfolios. The Portfolio's expenses comprise Trust expenses attributable to the
Portfolio, which are allocated to the Portfolio, and expenses not attributable
to the Portfolio, which are allocated among all subtrusts of the Trust in
proportion to their average net assets or as otherwise determined by the Board.

All fees of the Adviser, Linden, FFSI, FFC and the custodian are accrued daily
and paid monthly. Each service provider may each elect to waive (or continue to
waive) all or a portion of its fees and may reimburse the Portfolio for certain
expenses. Any such waivers or reimbursements will have the effect of increasing
the Portfolio's performance for the period during which the waiver or
reimbursement is in effect. No fee waivers may be recouped at a later date.

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 seventeen series; the Trust reserves the right to create and issue
additional series.
<PAGE>

Each investor in the Portfolio is entitled to participate equally in the
Portfolio's earnings and assets and to a vote in proportion to the amount of its
investment in the Portfolio or in the Trust as a whole. Investments in the
Portfolio may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value ("NAV").

Investments in the Portfolio have no preemptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Trust is not
required and has no current intention to hold annual meetings of investors, but
the Trust will hold special meetings of investors when in the Trustees' judgment
it is necessary or desirable to submit matters to an investor vote. Generally,
beneficial interests will be voted in the aggregate without reference to a
subtrust of the Trust, except if the matter affects only one subtrust, in which
case interests will be voted separately by subtrust. Investors have the right to
remove one or more Trustees without a meeting by a declaration in writing by a
specified number of investors. Upon liquidation of the Portfolio, investors will
be entitled to share pro rata in the Portfolio's net assets available for
distribution to investors.

The Portfolio's net income consists of (1) all dividends, accrued interest
(including earned discount, both original issue and market discount), and other
income, including any net realized gains on the Portfolio's assets, less (2) all
actual and accrued expenses of the Portfolio, amortization of any premium, and
net realized losses on the Portfolio's assets, all as determined in accordance
with generally accepted accounting principles. All of the Portfolio's net income
is allocated pro rata among the investors in the Portfolio. The Portfolio's net
income generally is distributed to the investors in the Portfolio on a daily
basis.

Under the anticipated method of the Portfolio's operations, investors in the
Portfolio will not be subject to any income tax. However, each investor in the
Portfolio will be taxable on its proportionate share (as determined in
accordance with the Trust's Trust Instrument and the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations promulgated thereunder) of
the Portfolio's ordinary income and capital gain. It is intended that the
Portfolio's assets, income, and distributions will be managed in such a way that
an investor in the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code, assuming that the investor invested all of its assets
in the Portfolio.

Investor inquiries may be directed to FFSI

PURCHASE OF SECURITIES (ITEM 7 OF FORM N-1A)

Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See "Item 4. General Description of Registrant."
All investments in the Portfolio are made without a sales load, at the NAV next
determined after a subscription is accepted by the Portfolio.

The NAV of the Portfolio is determined as of 2:00 P.M., Eastern time ("Valuation
Time"), on all weekdays, except New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day, Thanksgiving and
Christmas ("Business Day").

<PAGE>
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio. At the Valuation Time on each Business Day, the value of each
investor's beneficial interest in the Portfolio will be determined by
multiplying the Portfolio's NAV by the percentage, effective for that day, that
represents that investor's share of the aggregate beneficial interests in the
Portfolio. Any additions to or withdrawals of those interests which are to be
effected on that day will then be effected. Each investor's share of the
aggregate beneficial interests in the Portfolio then will be recomputed using
the percentage equal to the fraction (1) the numerator of which is the value of
the investor's investment in the Portfolio as of the Valuation Time on that day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from such investment effected on that day and (2) the denominator of which is
the Portfolio's aggregate NAV as of the Valuation Time on that day plus or
minus, as the case may be, the amount of the net additions to or withdrawals
from the aggregate investments in the Portfolio by all investors. The
percentages so determined then will be applied to determine the value of each
investor's respective interest in the Portfolio as of the Valuation Time on the
following Business Day.

In order to more easily maintain a stable net asset value per share, the
Portfolio's portfolio securities are valued at their amortized cost (acquisition
cost adjusted for amortization of premium or accretion of discount) in
accordance with Rule 2a-7. The Portfolio will only value its portfolio
securities using this method if the Board believes that it fairly reflects the
market-based net asset value per share. The Portfolio's other assets, if any,
are valued at fair value by or under the direction of the Board.

There is no minimum initial or subsequent investment in the Portfolio. However,
since the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the return on its assets, investments
must be made in Federal funds (i.e., monies credited to the account of the
Portfolio's custodian by a Federal Reserve Bank).

The Trust reserves the right to cease accepting investments in the Portfolio at
any time or to reject any investment order.

REDEMPTION OR REPURCHASE (ITEM 8 OF FORM N-1A)

An investor in the Portfolio may withdraw all or any portion of its investment
in the Portfolio at the NAV next determined after a withdrawal request in proper
form is furnished by the investor to the Trust. The proceeds of a withdrawal
will be paid by the Portfolio in Federal funds normally on the Business Day
after the withdrawal is effected, but in any event within seven days.
Investments in the Portfolio may not be transferred. The right of redemption may
not be suspended nor the payment dates postponed for more than seven days except
when the New York Stock Exchange is closed (or when trading thereon is
restricted) for any reason other than its customary weekend or holiday closings
or under any emergency or other circumstances as determined by the Commission.
<PAGE>

Redemptions from the Portfolio may be made wholly or partially in portfolio
securities if the Board determines that payment in cash would be detrimental to
the best interests of the Portfolio. The Trust has filed an election with the
Commission pursuant to which the Portfolio will only consider effecting a
redemption in portfolio securities if the particular holder of beneficial
interest is redeeming more than $250,000 or 1% of the Portfolio's NAV, whichever
is less, during any 90-day period.

OTHER INFORMATION

This Memorandum sets forth concisely certain information concerning the Trust
and the Portfolio that a prospective investor should know before investing. The
Trust has written a Statement of Additional Information dated August 1, 1997, as
may be amended from time to time (the "SAI"), which contains more detailed
information about the Trust and the Portfolio and which is incorporated into
this Prospectus by reference. The SAI is available without charge by contacting
the Placement Agent at the address listed on the cover page to this Memorandum.

PENDING LEGAL PROCEEDINGS (ITEM 9 OF FORM N-1A)

Not applicable.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

TREASURY PORTFOLIO

August 1, 1997

This Statement of Additional Information ("SAI") relates to beneficial interests
in the Treasury Portfolio (the "Portfolio") of Core Trust (Delaware) (the
"Trust"), a registered, open-end management investment company, and supplements
the Private Placement Memorandum (the "Memorandum") relating to the Portfolio.

This Statement of Additional Information does not constitute an offer to sell,
or the solicitation of an offer to buy, beneficial interests in the Portfolio.
An investor may subscribe for a beneficial interest in the Portfolio by
contacting Forum Financial Services, Inc., the Trust's placement agent (the
"Placement Agent"), at Two Portland Square, Portland, Maine 04101, (207)
879-6200, for a complete subscription package, including the Memorandum and a
subscription agreement. The Trust and the Placement Agent reserve the right to
refuses to accept any subscription for any reason.
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<TABLE>

TABLE OF CONTENTS
<S> <C>

PAGE

General Information and History......................................................... 1
Investment Objectives and Policies...................................................... 1
Management of the Trust................................................................. 9
Control Persons and Principal Holders of Securities..................................... 11
Investment Advisory and Other Services.................................................. 11
Brokerage Allocation and Other Practices................................................ 12
Capital Stock and Other Securities...................................................... 13
Purchase, Redemption and Pricing of Securities.......................................... 13
Tax Status.............................................................................. 13
Underwriters............................................................................ 14
Financial Statements.................................................................... 14
</TABLE>
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THE SECURITIES OF THE TRUST DESCRIBED IN THIS STATEMENT OF ADDITIONAL
INFORMATION 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 POLICIES (ITEM 13 OF FORM N-1A)

The following discussion is intended to supplement the disclosure in the
Memorandum concerning the Portfolio's investments, investment techniques and
strategies and the risks associated therewith. 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:

"The Adviser" shall mean Forum Advisors, Inc.

"Linden" shall mean Linden Asset Management, Inc.

"Board" shall mean the Board of Trustees of Core Trust.

"Core Trust" or "Trust" shall mean the Core Trust (Delaware).
"FFC" shall mean Forum Financial Corp.

"FFSI" shall mean Forum Financial Services, Inc.

"NRSRO" shall mean a nationally recognized statistical rating
organization.

"Portfolio" shall mean Treasury Portfolio.

"SEC" shall mean the U.S. Securities and Exchange Commission.

"U.S. Government Securities" shall mean obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

"1940 Act" shall mean the Investment Company Act of 1940, as amended.

INVESTMENT POLICIES

Except for U.S. Government Securities (as defined in the Memorandum) and to the
limited extent otherwise permitted by Rule 2a-7 under the 1940 Act, the
Portfolio may not invest more than five percent of its total assets in (i) the
securities of any one issuer or (ii) securities that are rated (or are issued by
an issuer with comparable outstanding short-term debt that is rated) in the
second highest rating category or are unrated and determined by Forum Advisors
or Linden to be of comparable quality.

RATINGS AS INVESTMENT CRITERIA

Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and other nationally recognized statistical rating organizations NRSROs
are private services that provide ratings of the credit quality of debt
obligations, including convertible securities. A description of the certain
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
<PAGE>

obligation pursuant to procedures adopted by the Core Trust. In the event that a
security held by the Portfolio (i) is downgraded by an NRSRO below the highest
rating category (or an unrated security is determined by Forum Advisors to no
longer be comparable to a security bearing the highest rating) or (ii) to the
Adviser's knowledge has been given a rating by an NRSRO below the second highest
rating category, the Core Trust Board will promptly reassess whether the
security continues to present minimal credit risks and will take such action as
the Board determines is in the best interests of the Portfolio and its
shareholders. The reassessment required by clause (ii) will not be required,
however, if the security has been disposed of (or has matured) within five
business days of the Forum Advisor's or Linden's becoming aware of the new
rating (or comparable quality, in the case of an unrated security) and the Board
is notified of the action taken. Credit ratings attempt to evaluate the safety
of principal and interest payments and do not evaluate the risks of fluctuations
in market value. Also, rating agencies may fail to make timely changes in credit
ratings. An issuer's current financial condition may be better or worse than a
rating indicates.

WHEN-ISSUED SECURITIES AND DELAYED DELIVERY SECURITIES

The Portfolio may purchase securities on a when-issued or delayed delivery
basis. In those cases, the purchase price and the interest rate payable on the
securities are fixed on the transaction date and delivery and payment may take
place a month or more after the date of the transaction. At the time the
Portfolio makes the commitment to purchase securities on a when-issued or
delayed delivery basis, the Portfolio will record the transaction as a purchase
and thereafter reflect the value each day of such securities in determining its
net asset value. If the Portfolio chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the disposition
of any other portfolio obligation, incur a gain or loss due to market
fluctuation.

ILLIQUID SECURITIES

The Portfolio may each invest up to 10% of its net assets in illiquid
securities. The term "illiquid securities" for this purpose means securities
that cannot be disposed of within seven days in the ordinary course of business
at approximately the amount at which the Portfolio has valued the securities and
includes, among other things, repurchase agreements maturing in more than seven
days.

The Core Trust Board has the ultimate responsibility for determining whether
specific securities are liquid or illiquid. The Core Trust Board has delegated
the function of making day-to-day determinations of liquidity to the Forum
Advisors, pursuant to guidelines approved by the Core Trust Board. Forum
Advisors takes into account a number of factors in reaching liquidity decisions,
including but not limited to: (1) the frequency of trades and quotations for the
security; (2) the number of dealers willing to purchase or sell the security and
the number of other potential buyers; (3) the willingness of dealers to
undertake to make a market in the security; and (4) the nature of the
marketplace trades, including the time needed to dispose of the security, the
method of soliciting offers and the mechanics of the transfer. Forum Advisors
monitors the liquidity of the securities in the Portfolio's portfolio and
reports periodically on such decisions to the Core Trust Board.

LENDING OF PORTFOLIO SECURITIES

In order to obtain additional income, the Portfolio may from time to time lend
securities from its portfolio to brokers, dealers and financial institutions.
Securities loans must be callable at any time and must be continuously secured
by collateral from the borrower in the form of cash or U.S. Government
Securities with a market value, determined daily, at least equal to the value of
the securities being loaned. The Portfolio receives fees in respect of
securities loans from the borrower or interest from investing the cash
collateral. The Portfolio may pay fees to arrange the loans. The Portfolio may
pay fees to arrange the loans. As a fundamental policy, the Portfolio may not
lend portfolio securities in an amount greater than 33% of the value of its
total assets. The Portfolio intends to enter securities loans only with those
companies that the Adviser, under the general supervision of the Core Trust
Board, believes present minimal credit risks.

The Portfolio's use of securities lending entails certain risks not associated
with direct investments in securities. For instance, in the event that
bankruptcy or similar proceedings were commenced against a counterparty in these
<PAGE>
transactions or a counterparty defaulted on its obligations, the Portfolio might
suffer a loss. Failure by the other party to deliver a security purchased by the
Fund may result in a missed opportunity to make an alternative investment. Forum
Advisors monitors the creditworthiness of counterparties to these transactions
and intends to enter into these transactions only when it believes the
counterparties present minimal credit risks and the income to be earned from the
transaction justifies the attendant risks.

2. INVESTMENT LIMITATIONS

The Portfolio has adopted the following fundamental investment limitations which
are in addition to those contained in the Memorandum and which may not be
changed without shareholder approval. The Portfolio may not:

(1) Borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests). Total borrowings may not exceed 33 1/3% of the
Portfolio's total assets and borrowing for purposes other than meeting
redemptions may not exceed 5% of the value of the Portfolio's total assets.
Outstanding borrowings in excess of 5% of the value of the Portfolio's total
assets must be repaid before any subsequent investments are made by the
Portfolio.

(2) Make loans, except that the Portfolio may (I) purchase debt securities which
are otherwise permissible investments, (ii) enter into repurchase agreements and
(iii) lend portfolio securities.

(3) Purchase securities, other than U.S. Government Securities, if more than 25%
of the value of the Portfolio's total assets would be invested in securities of
issuers conducting their principal business activity in the same industry,
provided that consumer finance companies and industrial finance companies are
considered to be separate industries and that there is no limit on the purchase
of the securities of domestic commercial banks.

(4) With respect to 75% of its assets, purchase securities, other than U.S.
Government Securities, of any one issuer if more than 5% of the value of the
Portfolio's total assets would at the time of purchase be invested in any one
issuer.

(5) Pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness. Collateralized loans of securities are not deemed to be pledges or
hypothecations for this purpose.

(6) Act as an underwriter of securities of other issuers, except to the extent
that, in connection with the disposition of portfolio securities, the Portfolio
may be deemed to be an underwriter for purposes of the Securities Act of 1933.

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

(8) Write put and call options.

(9) Purchase securities having voting rights, except the Portfolio may invest in
securities of other investment companies to the extent permitted by the 1940
Act.

(10) Invest for the purpose of exercising control over any person.

(11) Issue senior securities except pursuant to Section 18 of the 1940 Act and
except that the Portfolio may borrow money subject to investment limitations
specified in the Portfolio's Prospectus.

(12) Purchase securities on margin, or make short sales of securities, except
for the use of short-term credit necessary for the clearance of purchases and
sales of portfolio securities.
<PAGE>

(13) Invest in securities (other than fully-collateralized debt obligations)
issued by companies that have conducted continuous operations for less than
three years, including the operations of predecessors, unless guaranteed as to
principal and interest by an issuer in whose securities the Portfolio could
invest.

(14) Invest in or hold securities of any issuer if officers and Trustees of the
Trust or the Adviser, individually owning beneficially more than 1/2 of 1% of
the securities of the issuer, in the aggregate own more than 5% of the issuer's
securities.

(15) Invest in interests in oil or gas or interests in other mineral exploration
or development programs.

(16) Purchase restricted securities
.
(17) Purchase or sell real property (including limited partnership interests,
but excluding readily marketable interests in real estate investment trusts or
readily marketable securities of companies which invest in real estate.)

If a percentage restriction on investment or utilization of assets as set forth
above is adhered to at the time an investment is made, a later change in
percentage resulting from a change in the market values of the Portfolio's
assets or redemptions of shares will not be considered a violation of the
limitation.

MANAGEMENT OF THE TRUST (ITEM 14 OF FORM N-1A)

TRUSTEES AND OFFICERS

The Trustees and officers of the Trust and their principal occupations during
the past five years are set forth below. Each Trustee who is an "interested
person" (as defined by the 1940 Act) of the Trust is indicated by an asterisk.

John Y. Keffer*, 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 Two Portland Square,
Portland, Maine 04101.

Costas Azariadis, Trustee (age 52).

Professor of Economics, University of California, Los Angeles, since
July 1992. His address is Department of Economics, University of
California, Los Angeles, 405 Hilgard Avenue, Los Angeles, California
90024.

James C. Cheng, Trustee (age 53).

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. His address is 27 Temple Street,
Belmont, MA 02718.

J. Michael Parish, Trustee (age 52).

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 M. Clark, Vice President, Assistant Secretary and Assistant Treasurer (age
33).
<PAGE>

Managing Director, Forum Financial Services, Inc., with which she has
been associated since 1994. From 1991 to 1994 Ms. Clark was Controller
of Wright Express Corporation (a national credit card company). 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 43).

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 41).

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. 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 26).

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. 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 each Trustee. Information is
presented for the fiscal year ended March 31, 1997.
<TABLE>

Accrued Annual
Aggregate Pension Benefits Upon Total
TRUSTEE COMPENSATION BENEFITS RETIREMENT COMPENSATION
------- ------------ -------- ---------- ------------
<S> <C> <C> <C> <C>
Mr. Keffer None None None None
Mr. Azariadis $7,200 None None $7,200
Mr. Cheng $7,200 None None $7,200
Mr. Parish $7,200 None None $7,200

</TABLE>
<PAGE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES (ITEM 15 OF FORM N-1A)

With respect to the Portfolio, Daily Assets Treasury Fund, a series of Forum
Funds, a Delaware business trust registered with the SEC as an open-end
management investment company, has invested all of its investable assets in the
Portfolio. As of August 1, 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 Portfolio pursuant to an
investment advisory agreement with the Trust and is required to furnish at its
expense all services, facilities and personnel necessary in connection with
managing the investments of, and effecting portfolio transactions for, the
Portfolios. Linden Assets Management, Inc. serves as an investment subadviser to
the Portfolio pursuant to an investment advisory agreement with Forum Advisors
and the Trust. Pursuant to its agreement, its is expected that Linden will
regularly provides the Adviser with assistance regarding certain of the
Adviser's responsibilities to the Portfolio, including management of all or part
of the Portfolio's investment portfolio.

The investment advisory agreements for the Portfolio will continue in effect
only if such continuance is specifically approved at least annually by the Board
or by vote of the interestholders of the Portfolio, and, in either case, by a
majority of the Trustees who are not parties to the agreement or interested
persons of any such party, at a meeting called for the purpose of voting on the
agreement.

The Adviser's investment advisory agreement with respect to the Portfolio is
terminable without the payment of penalty, (i) by the Board or by a vote of a
majority of the Portfolio's outstanding voting securities (as defined in the
1940 Act) on 60 days' written notice to the Adviser, or (ii) by the Adviser on
60 days' written notice to the Trust. Linden's investment advisory agreement
with respect to the Portfolio is terminable without the payment of penalty, (i)
by the Board or by a vote of a majority of the Portfolio's outstanding voting
securities (as defined in the 1940 Act) on 60 days' written notice to Linden, or
(ii) by Linden or Forum Advisors on 60 days' written notice to the Trust. With
respect to the Portfolio, each investment advisory agreement terminates
automatically upon its assignment.

The investment advisory agreements provide that the Adviser and Linden may
render service to others.

ADMINISTRATIVE SERVICES

Pursuant to an administration agreement with the Trust, FFSI supervises the
overall administration of the Trust which includes, among other
responsibilities, overseeing the performance of administrative and professional
services rendered to the Trust by others, including its custodian, transfer
agent and fund accountant as well as legal and auditing services; preparing and
printing the periodic updating of the Trust's registration statement, tax
returns, and reports to interestholders and the SEC; preparing, filing and
maintaining the Trust's governing documents; preparing and disseminating
materials for meetings of the Board; and providing the Trust with general office
facilities.

The Administration Agreement between FFSIand 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 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.

<PAGE>

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 Agreement with the Trust, BankBoston, 150 Royall Street,
Canton, MA 02021, acts as the custodian of the Portfolio's assets. The
custodian's responsibilities include safeguarding and controlling the
Portfolio's cash and securities and determining income payable on and collecting
interest on Portfolio investments. The Trust pays the custodian a fee at an
annual rate of 0.02% of the Portfolio's average daily net assets.

INDEPENDENT AUDITORS

Deloitte & Touche, LLP, 125 Summer Street, Boston, Massachusetts, 02110, serves
as independent auditors for the Portfolio.

BROKERAGE ALLOCATION AND OTHER PRACTICES (ITEM 17 OF FORM N-1A)

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

For the fiscal years ended March 31, 1997, 1996 and 1995, the Portfolio paid no
brokerage commissions.

Allocations of transactions to dealers and the frequency of transactions are
determined for the Portfolio by the Adviser in its best judgment and in a manner
deemed to be in the best interest of shareholders of the Portfolio rather than
by any formula. The primary consideration is prompt execution of orders in an
effective manner and at the most favorable price available to the Portfolio.

Investment decisions for the Portfolio will be made independently from those for
any other account or investment company that is or may in the future become
managed by the Adviser or its affiliates. If, however, the Portfolio and other
investment companies or accounts managed by the Adviser are contemporaneously
engaged in the purchase or sale of the same security, the transactions may be
averaged as to price and allocated equitably to each account. In some cases,
this policy might adversely affect the price paid or received by the Portfolio
or the size of the position obtainable for the Portfolio. In addition, when
purchases or sales of the same security for the Portfolio and for other
investment companies managed by the Adviser occur contemporaneously, the
purchase or sale orders may be aggregated in order to obtain any price
advantages available to large denomination purchases or sales.

CAPITAL STOCK AND OTHER SECURITIES (ITEM 18 OF FORM N-1A)

Under the Trust Instrument, the Trustees are authorized to issue beneficial
interest in one or more separate and distinct series. Investments in the
Portfolio have no preference, preemptive, conversion or similar rights and are
fully paid and nonassessable, except as set forth below. Each investor in the
Portfolio is entitled to a vote in proportion to the amount of its investment
therein. Investors in the Portfolio 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

<PAGE>

could control the outcome of these votes. Investors do not have cumulative
voting rights, and investors holding more than 50 percent of the aggregate
interests in the Trust or in the Portfolio, as the case may be, may control the
outcome of votes. The Trust is not required and has no current intention to hold
annual meetings of investors, but the Trust will hold special meetings of
investors when (1) a majority of the Trustees determines to do so or (2)
investors holding at least 10 percent of the interests in the Trust (or the
Portfolio) request in writing a meeting of investors in the Trust (or
Portfolio). Except for certain matters specifically described in the Trust
Instrument, the Trustees may amend the Trust's Trust Instrument without the vote
of investors.

The Trust, with respect to the Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the Trust's Board. A Portfolio may be terminated (1) upon liquidation and
distribution of its 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 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 Items 4, 7 and 8 in Part A.

TAX STATUS (ITEM 20 OF FORM N-1A)

The Portfolio is classified for federal income tax purposes as a separate
partnership that will not be a "publicly traded partnership." As a result, the
Portfolio is not subject to federal income tax; instead, each investor in the
Portfolio will be required to take into account in determining its federal
income tax liability its share of the Portfolio's income, gains, losses,
deductions, and credits, without regard to whether it has received any cash
distributions from the Portfolio. The Portfolio also is not be subject to
Delaware income or franchise tax.

Each investor in the Portfolio will be deemed to own a proportionate share of
the Portfolio's assets, and to earn a proportionate share of the Portfolio's
income, for, among other things, purposes of determining whether the investor
satisfies the requirements to qualify as a regulated investment company ("RIC").
Accordingly, the Portfolio intends to conduct its operations so that its
investors that intend to qualify as RICs ("RIC investors") will be able to
satisfy all those requirements.

Distributions to an investor from the Portfolio (whether pursuant to a partial
or complete withdrawal or otherwise) will not result in the investor's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any cash that is distributed exceeds the
investor's basis for its interest in the Portfolio before the distribution, (2)
income or gain will be recognized if the distribution is in liquidation of the
investor's entire interest in

<PAGE>

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. FFSI receives no compensation for such
placement agent services.

FINANCIAL STATEMENTS (ITEM 23 OF FORM N-1A)

The statement of assets and liabilities for the Portfolio and the notes thereto
at March 31,1997, and the report of Deloitte & Touche, LLP, independent
accountants, are included in the Annual Report to Shareholders of the Trust,
which is printed with the Annual Report to Shareholders dated March 31, 1997 for
Forum Funds, delivered along with this Statement of Additional Information, and
are incorporated herein by reference.

<PAGE>

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------

(A) FINANCIAL STATEMENTS.

INCLUDED IN PART A

Not Applicable.

INCLUDED IN PART B

Schedules of Investments, Statements of Assets and
Liabilities, Statements of Operations, Statements of Changes
in Net Assets, and notes thereto, of the Treasury Portfolio
for the fiscal year ended March 31, 1997 and the Independent
Auditors' Report thereon, were filed with the Securities and
Exchange Commission via EDGAR on June 6, 1997, accession
number 0000912057-97-019701, pursuant to Rule 30b2-1 under the
Investment Company Act of 1940, as amended, and are
incorporated herein by reference.

(B) EXHIBITS:

(1) Copy of Trust Instrument (See Note D).

(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).

(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. relating to the
Treasury Portfolio of Registrant (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 of
Registrant (See Note B).

(g) Copy of the Investment Advisory Agreement between
Registrant and Linden Asset Management, Inc. relating to
the Treasury 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).

(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).

(d) Copy of the Administration Agreement between Registrant
and Forum with respect to Treasury Cash Portfolio,
Government Cash Portfolio, Cash Portfolio and Treasury
Portfolio. (See Note B).
<PAGE>

(e) Copy of the Fund Accounting Agreement between Registrant
and Forum Financial Corp. with respect to Treasury Cash
Portfolio, Government Cash Portfolio, Cash Portfolio and
Treasury Portfolio. (See Note B).

(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.

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.

Note C: Filed in Amendment No. 7 to Registrant's Registration Statement on
January 3, 1997.

Note D: Filed herewith.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

As of May 30, 1997 substantially all of the interests in Index Portfolio, Small
Company Portfolio, International Portfolio and International Portfolio II were
owned by various series of Norwest Funds, a registered open-end management
investment company.

As of May 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.

As of May 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.
<PAGE>

As of May 30, 1997 substantially all of the interests in 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
Forum Financial Services, Inc. and its affiliates, which are controlled by John
Y. Keffer.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF MAY 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 as filed in Amendment No. 6 to
Registrant's Registration Statement on October 11, 1996, 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 Amendment No. 6 to Registrant's Registration Statement
on October 11, 1996, 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 as filed in Amendment No. 6 to
Registrant's Registration Statement on October 11, 1996, 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 statement, private placement memorandum or other offering
material ("Offering Material") or

<PAGE>

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 omission 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
notification 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.

(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

<PAGE>

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 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 Bank Minnesota, N.A.
- ----------------------------

The description of Norwest Bank Minnesota, N.A. in Parts A and B of this
Registration Statement are incorporated by reference herein.
<PAGE>

The following are the directors and principal executive officers of Norwest Bank
Minnesota, N.A., including their business connections which are of a substantial
nature. The address of Norwest Corporation, the parent of Norwest Bank
Minnesota, N.A., is Norwest Center, Sixth Street and Marquette Avenue,
Minneapolis, MN 55479. Unless otherwise indicated below, the principal business
address of any company with which the directors and principal executive officers
are connected is also Sixth Street and Marquette Avenue, Minneapolis, MN 55479.

James R. Campbell, Director, President and Chief Executive Officer, has
held this position for the last two years. Mr. 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.

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

<PAGE>

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.

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.
- ----------------------------------
<PAGE>

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 Odfficer 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.

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.
<PAGE>

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.

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.
<PAGE>

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.

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 SCMI;
Joint Chief Executive and Director of Schroder Ltd.

Richard R. Foulkes. Deputy Chairman/Executive Vice President of SCMI.

John A. Troiano. Managing Director and Senior Vice President of SCMI. Mr.
Troiano is also a Director of Schroder Ltd.
<PAGE>

David Gibson. Senior Vice President and Director of SCMI. Director of
Schroder Capital Management.

John S. Ager. Senior Vice President and Director of SCMI.

Sharon L. Haugh. Senior Vice President and Director of SCMI, Director and
Chairman of Schroder Advisors Inc.

Gavin D.L. Ralston. Senior Vice President and Managing Director of SCMI.

Mark J. Smith. Senior Vice President and Director of SCMI.

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 SCMI; Director of
Schroder Advisors Inc.; Director of Schroder Capital Management.

C. John Govett. Director of SCMI; Group Managing Director of Schroder Ltd.
And Director of Schroders plc.

Phillipa J. Gould. Senior Vice President and Director of SCMI.

Louise Croset. First Vice President and Director of SCMI.

Abdallah Nauphal, Group Vice President and Director of SCMI.

FORUM ADVISORS, INC.

The description of Forum Advisors, Inc. ("Forum Advisors") in Parts A and B of
the Registration Statement are incorporated by reference herein.

The following are the directors and principal officers of Forum Advisors, Two
Portland Square, Portland, Maine 04101, including their business connections
which are of a substantial nature.

John Y. Keffer, 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 Administrative Services, LLC serves as
administrator and for which Forum Financial Services, Inc. Sserves as
manager, administrator and/or distributor.
<PAGE>

Sara M. Morris, 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., Ms. Morris is an officer of various
registered investment companies for which Forum Financial Services,
Inc. serves as manager, administrator and/or distributor.

David I. Goldstein, Secretary.

Secretary of Forum Financial Services, Inc. and of Forum Financial
Corp., Mr. Goldstein is an officer of various registered investment
companies for which Forum Administrative Services serves as
administrator and for which Forum Financial Services, Inc. serves as
manager, administrator and/or distributor.

Margaret J. Fenderson, Assistant Treasurer.

Ms. Fenderson is Assistant Treasurer of Forum Financial Services, Inc.
and of Forum Financial Corp.

Dana Lukens, Assistant Secretary.

Mr. Lukens is Assistant Secretary of Forum Financial Services, Inc.
and of Forum Financial Corp.

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 is the director and principal officer of Linden, 812 North Linden
Drive, Beverly Hills, California 90212, including his business connections which
are of a substantial nature.

Anthony R. Fischer, Jr., Director, President and Secretary.

President and Secretary of Linden Asset Management, Inc. since its
incorporation. Since September 1989 Mr. Fischer has managed his own
personal investments and performed independent research. Prior
thereto, he was Senior Vice President and Treasurer of United
California Savings Bank, Santa Ana, California.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) Not applicable.
<PAGE>

(b) Not applicable.

ITEM 30. LOCATION OF BOOKS AND RECORDS.

The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Act and the Rules thereunder are maintained
at the offices of Forum Financial Services, Inc. and Forum Financial Corp., Two
Portland Square, Portland, Maine 04104. The records required to be maintained
under Rule 31a-1(b)(1) with respect to journals of receipts and deliveries of
securities and receipts and disbursements of cash are maintained at the offices
of the Registrant's custodians, as listed under "Custodian" in Part B to this
Registration Statement. The records required to be maintained under Rule
31a-1(b)(5), (6) and (9) are maintained at the offices of Registrant's
investment advisers, as listed in Item 28 hereof.

ITEM 31. MANAGEMENT SERVICES.

Not Applicable.

ITEM 32. UNDERTAKINGS.

Registrant undertakes to contain in its Trust Instrument provisions for
assisting shareholder communications and for the removal of trustees
substantially similar to those provided for in Section 16(c) of the Act, except
to the extent such provisions are mandatory or prohibited under applicable
Delaware law.

<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 31st day
of July, 1997.

CORE TRUST (DELAWARE)

By: /S/ JOHN Y. KEFFER
---------------------------
John Y. Keffer, President

<PAGE>

INDEX TO EXHIBITS

Sequential
EXHIBIT PAGE NUMBER
- ------- -----------

(1) Copy of Trust Instrument....................................................

<PAGE>

CORE TRUST (DELAWARE)

TRUST INSTRUMENT
AS AMENDED AND RESTATED NOVEMBER 1, 1994

<PAGE>

<TABLE>

TABLE OF CONTENTS

Page

ARTICLE I -- THE TRUST

<S> <C> <C>
Section 1.1 Name........................................................................... 1
Section 1.2 Definitions.................................................................... 1

ARTICLE II -- TRUSTEES AND OFFICERS
<S> <C> <C>
Section 2.1 Number and Qualification....................................................... 3
Section 2.2 Term and Election.............................................................. 3
Section 2.3 Resignation and Removal........................................................ 3
Section 2.4 Vacancies...................................................................... 3
Section 2.5 Meetings....................................................................... 3
Section 2.6 Committees..................................................................... 4
Section 2.7 By-Laws........................................................................ 5
Section 2.8 Officers of the Trust.......................................................... 5
Section 2.9 Election, Tenure and Removal of Officers....................................... 5
Section 2.10 Chairman, President and Vice Presidents....................................... 5
Section 2.11 Secretary..................................................................... 6
Section 2.12 Treasurer..................................................................... 6
Section 2.13 Other Officers and Duties..................................................... 6

ARTICLE III -- POWERS OF TRUSTEES
<S> <C> <C>
Section 3.1 General........................................................................ 6
Section 3.2 Investments.................................................................... 6
Section 3.3 Legal Title.................................................................... 7
Section 3.4 Sale of Interests.............................................................. 7
Section 3.5 Borrow Money................................................................... 7
Section 3.6 Delegation..................................................................... 7
Section 3.7 Collection and Payment......................................................... 7
Section 3.8 Expenses....................................................................... 7
Section 3.9 Miscellaneous Powers........................................................... 8
Section 3.10 Further Powers................................................................ 8
Section 3.11 Principal Transactions........................................................ 8

ARTICLE IV -- INVESTMENT MANAGEMENT, CUSTODIAL AND PRIVATE
PLACEMENT ARRANGEMENTS
<S> <C> <C>
Section 4.1 Investment Management and Other Arrangements................................... 8
Section 4.2 Custodial Arrangements......................................................... 9
Section 4.3 Parties to Contract............................................................ 9
Section 4.4 Compliance with 1940 Act....................................................... 9

ARTICLE V -- LIMITATIONS OF LIABILITY
<S> <C> <C>
Section 5.1 No Personal Liability of Trustees, Holders..................................... 9
Section 5.2 Indemnification................................................................ 10
Section 5.3 No Bond Required of Trustees................................................... 11
Section 5.4 No Duty of Investigation; Notice in Trust Instruments, etc..................... 11
Section 5.5 Reliance on Experts, etc....................................................... 12
<PAGE>

ARTICLE VI -- INTERESTS OF THE TRUST
<S> <C> <C>
Section 6.1 Interests...................................................................... 12
Section 6.2 Rights of Holders.............................................................. 12
Section 6.3 Purchase of or Increase in Interests........................................... 12
Section 6.4 Register of Interests.......................................................... 12
Section 6.5 Non-Transferability............................................................ 12
Section 6.6 Notices........................................................................ 12
Section 6.7 Assent to Trust Instrument..................................................... 13
Section 6.8 Establishment of Series........................................................ 13
Section 6.9 Assets and Liabilities of Series............................................... 13

ARTICLE VII -- DECREASES AND WITHDRAWALS
<S> <C> <C>
Section 7.1 Decreases and Withdrawals...................................................... 14

ARTICLE VIII -- DETERMINATION OF BOOK CAPITAL ACCOUNT
BALANCES, NET ASSET VALUE, ALLOCATIONS
AND DISTRIBUTIONS
<S> <C> <C>
Section 8.1 Book Capital Account Balances.................................................. 14
Section 8.2 Net Asset Value................................................................ 14
Section 8.3 Allocation of Net Profits and Net Losses....................................... 15
Section 8.4 Distributions.................................................................. 15
Section 8.5 Power to Modify Foregoing Procedures........................................... 15

ARTICLE IX -- HOLDERS
<S> <C> <C>
Section 9.1 Meetings of Holders............................................................ 15
Section 9.2 Notice of Meetings............................................................. 16
Section 9.3 Record Date for Meetings....................................................... 16
Section 9.4 Proxies, etc................................................................... 16
Section 9.5 Inspectors of Election......................................................... 16
Section 9.6 Inspection of Records.......................................................... 17
Section 9.7 Holder Action by Written Consent............................................... 17
Section 9.8 Voting Powers.................................................................. 17

ARTICLE X -- DURATION; TERMINATION; DISSOLUTION; AMENDMENT;
MERGERS; ETC.
<S> <C> <C>
Section 10.1 Termination of Trust or any Series............................................ 17
Section 10.2 Dissolution................................................................... 18
Section 10.3 Amendment Procedure........................................................... 18
Section 10.4 Merger or Consolidation....................................................... 19
Section 10.5 Incorporation................................................................. 19

ARTICLE XI -- MISCELLANEOUS
<S> <C> <C>
Section 11.1 Governing Law................................................................. 19
Section 11.2 Counterparts.................................................................. 20
Section 11.3 Reliance by Third Parties..................................................... 20
Section 11.4 Provisions in Conflict with Law on Regulations................................ 20
Section 11.5 Signatures.................................................................... 20
<PAGE>
Section 11.6 Seal.......................................................................... 20
Section 11.7 Fiscal Year................................................................... 20
Section 11.8 Waivers of Notice............................................................. 20
Section 11.9 Reports....................................................................... 20

</TABLE>

<PAGE>

CORE TRUST (DELAWARE)

This TRUST INSTRUMENT of CORE TRUST (DELAWARE) is restated and amended
this 1st day of November, 1994 by the parties signatory hereto, as Trustees.

WHEREAS, having formed a business trust under the law of Delaware for
the investment and reinvestment of the Trust's assets the Trustees do desire to
amend and restate the Trust Instrument executed on September 1, 1994; and

WHEREAS, it is proposed that the trust assets be composed of money and
property contributed hereto by the holders of interests in the trust entitled to
ownership rights in the trust;

NOW, THEREFORE, the Trustees hereby declare that they will hold in
trust all money and property contributed to the trust fund to manage and dispose
of the same for the benefit of the holders of interests in the trust and subject
to the provisions hereof, to wit:

ARTICLE I
THE TRUST

1.1. NAME. The name of the trust created hereby (the "Trust") shall be
"Core Trust (Delaware)," and so far as may be practicable the Trustees shall
conduct the Trust's activities, execute all documents and sue or be sued under
that name, which name (and the word "Trust" wherever hereinafter used) shall
refer to the Trustees as Trustees, and not individually, and shall not refer to
the officers, agents, employees or holders of interests in the Trust. However,
should the Trustees determine that the use of the name of the Trust is not
advisable, they may select such other name for the Trust as they deem proper and
the Trust may hold its property and conduct its activities under such other
name.

1.2. DEFINITIONS. As used in this Trust Instrument, the following
terms shall have the following meanings:

The terms "Affiliated Person," "Assignment" and "Interested Person"
shall have the meanings given them in the 1940 Act, as modified by any
applicable order or orders of the Commission or interpretive releases of the
Commission thereunder.

"Book Capital Account" shall mean, for any Holder of Interests in a
particular Series at any time, the Book Capital Account of the Holder with
respect to that Series for such day, determined in accordance with Article VIII
of this Instrument.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Commission" shall mean the Securities and Exchange Commission.

"Delaware Act" shall mean Chapter 38 of Title 12 of the Delaware Code
entitled "Treatment of Delaware Business Trusts," as it may be amended from time
to time.
<PAGE>

"Fiscal Year" shall mean, with respect to any Series, an annual period
as determined by the Trustees.

"Holders" shall mean as of any particular time all holders of record of
Interests of a Series of the Trust at such time.

"Instrument" shall mean this Trust Instrument as amended from time to
time. References in this Instrument to "Instrument," "hereof," "herein" and
"hereunder" shall be deemed to refer to the Instrument rather than the article
or section in which such words appear.

"Interest(s)" shall mean, with respect to each Series, the interest of
a Holder in that Series, including all rights, powers and privileges accorded to
such Holders in this Instrument, which interest may be expressed as a
percentage, determined by calculating, at such times and on such basis, as the
Trustees shall from time to time determine, the ratio of each Holder's Book
Capital Account balance to the total of all Holders' Book Capital Account
balances in that Series. Reference herein to a specified percentage in, or
fraction of, Interests of the Holders in a Series means Holders whose combined
Book Capital Accounts represent such specified percentage or fraction of the
Book Capital Accounts of all Holders in that Series.

"Investment Manager" shall mean any person furnishing services to the
Trust or any Series pursuant to any investment management contract as described
in Section 4.1 hereof.

"Majority Interests Vote" shall mean, with respect to the Trust or a
Series thereof, the vote, at a meeting of the Holders of the Trust or Series, as
the case may be, of (i) 67% or more of the Interests present or represented at
such meeting, if the Holders of more than 50% of the Interests of the Trust or
Series, as the case may be, are present or represented by proxy or (ii) more
than 50% of the Interests of the Trust or Series, as the case may be, whichever
is less.

"Net Asset Value" shall have the meaning assigned to that term in
Section 8.2 hereof.

"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.

"Registration Statement" shall mean the Registration Statement of the
Trust under the 1940 Act, as amended from time to time.

"Series" shall mean a series of Interests of the Trust established in
accordance with the provisions of Article VI, Section 6.8 hereof.

"Trustees" shall mean the signatories to this Instrument, so long as
they shall continue in office in accordance with the terms hereof, and all other
persons who at the time in question have been duly elected or appointed and have
qualified as trustees in accordance with the provisions hereof and are then in
office, who are herein referred to as the "Trustees," and reference in this
Instrument to a Trustee or Trustees shall refer to such person or persons in
their capacity as trustees hereunder.

"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of the Trust or any Series, or the Trustees on
behalf of the Trust or any Series.

The "1940 Act" refers to the Investment Company Act of 1940, as amended
from time to time, and the rules and regulations thereunder.
<PAGE>

ARTICLE II
TRUSTEES AND OFFICERS

2.1. NUMBER AND QUALIFICATION. The number of Trustees shall be fixed
from time to time by the Trustees then in office, provided, however, that the
number of Trustees shall in no event be less than three or more than twelve. Any
vacancy created by an increase in Trustees may be filled by the appointment of
an individual having the qualifications described in this Article. Any such
appointment shall not become effective, however, until the individual appointed
shall have accepted such appointment and agreed to be bound by the terms of this
Instrument. No reduction in the number of Trustees shall have the effect of
removing any Trustee from office. Whenever a vacancy in the number of Trustees
shall occur, until such vacancy is filled as provided in Section 2.4 hereof, the
Trustees in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by this Instrument.

2.2. TERM AND ELECTION. Each Trustee named herein, or elected or
appointed hereunder, shall (except in the event of resignations or removals or
vacancies pursuant to Section 2.3 or 2.4 hereof) hold office until the Trustee's
successor has been elected and has qualified to serve as Trustee. Beginning with
the Trustees elected at the first meeting of Holders, each Trustee shall hold
office during the lifetime of this Trust and until its termination as
hereinafter provided unless such Trustee resigns or is removed as provided in
Section 2.3 below.

2.3. RESIGNATION AND REMOVAL. Any Trustee may resign their trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered or mailed to the Chairman, if any, the President or
the Secretary and such resignation shall be effective upon such delivery, or at
a later date according to the terms of the instrument. Any of the Trustees may
be removed by the affirmative vote of the Holders of two-thirds (2/3) of the
Interests or (provided the aggregate number of Trustees, after such removal and
after giving effect to any appointment made to fill the vacancy created by such
removal, shall not be less than the number required by Section 2.1 hereof) with
cause, by the action of two-thirds of the remaining Trustees. Removal with cause
includes, but is not limited to, the removal of a Trustee due to physical or
mental incapacity. Upon the resignation or removal of a Trustee, or the
Trustee's otherwise ceasing to be a Trustee, the Trustee shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of conveying to the Trust or the remaining Trustees any Trust Property held in
the name of the resigning or removed Trustee. Upon the death of any Trustee or
upon removal or resignation due to any Trustee's incapacity to serve as trustee,
the Trustee's legal representative shall execute and deliver on the Trustee's
behalf such documents as the remaining Trustees shall require as provided in the
preceding sentence.

2.4. VACANCIES. The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, adjudicated
incompetence or other incapacity to perform the duties of the office, or
removal, of a Trustee or increase in the number of Trustees. No such vacancy
shall operate to annul this Instrument or to revoke any existing agency created
pursuant to the terms of this Instrument. In the case of a vacancy, the Holders
of at least a majority of the Interests entitled to vote, acting at any meeting
of the Holders held in accordance with Section 9.1 hereof, or a majority vote of
the Trustees continuing in office, may fill such vacancy, and any Trustee so
elected by the Trustees or the Holders shall hold office as provided in this
Instrument.

2.5. MEETINGS.

(a) Meetings of the Trustees shall be held from time to time upon the
call of the Chairman, if any, the President, the Secretary, or any two Trustees.
The Trustees may act with or without a meeting. A quorum for all meetings of the
Trustees shall be a majority of the Trustees. Unless provided otherwise in this
Instrument, any action of the Trustees may be taken by vote of a majority of the
Trustees present (a quorum being present) at a meeting duly called or by
unanimous written consent of the Trustees without a meeting. In the absence of a
quorum, a majority of the Trustees present may adjourn the meeting from time to
time until a quorum shall be present. Notice of an adjourned meeting need not be
given. The Trustees by majority vote may delegate to any one or more of their
number their authority to approve particular matters or take particular actions
on behalf of the Trust.
<PAGE>

(b) Regular meetings of the Trustees may be held without call or notice
at a time and place fixed by the Trustees. Notice of any other meeting shall be
given by mail, facsimile or telegram (which term shall include a cablegram) or
delivered personally, which shall include by telephone. Notice of a meeting
designating the time, date and place of such meeting shall be mailed not less
than 72 hours or otherwise given not less than 24 hours before the meeting but
may be waived in writing by any Trustee either before or after such meeting. The
attendance of a Trustee at a meeting shall constitute a waiver of notice of such
meeting except where a Trustee attends a meeting for the express purpose of
objecting, at the commencement of such meeting, to the transaction of any
business on the ground that the meeting has not been lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Trustees need be stated in the notice or waiver of
notice of such meeting, and no notice need be given of action proposed to be
taken by unanimous written consent.

(c) All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to such
communications system shall constitute presence in person at such meeting.

(d) The Chairman, if any, shall act as chairman at all meetings of the
Trustees; in the Chairman's absence the President shall act as chairman; and, in
the absence of the Chairman and the President, the Trustees present shall elect
one of their number to act as temporary chairman. The results of all actions
taken at a meeting of the Trustees, or by unanimous written consent of the
Trustees, shall be recorded by the Secretary.

(e) With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust or otherwise
interested in any action to be taken may be counted for quorum purposes under
this Section 2.5, or with respect to committees, Section 2.6 of this Instrument,
and shall be entitled to vote to the extent permitted by the 1940 Act.

2.6. COMMITTEES.

(a) Any committee of the Trustees may act with or without a meeting. A
quorum for all meetings of any committee shall be a majority of the members
thereof or such lesser number as determined by the Trustees. Unless provided
otherwise in this Instrument, any action of any committee may be taken by a vote
of a majority of the members present (a quorum being present) at a meeting or by
unanimous written consent of the members without a meeting or by telephone
meeting.

(b) The Trustees by vote of a majority of all the Trustees may elect
from their own number an Executive Committee to consist of not less than two (2)
to hold office at the pleasure of the Trustees, which shall have the power to
conduct the current and ordinary business of the Trust while the Trustees are
not in session, including the purchase and sale of securities and the
designation of securities to be delivered upon decrease or withdrawal of
Interests of the Trust or any Series, and such other powers of the Trustees as
the Trustees may, from time to time, delegate to them except those powers which
by law or this Instrument they are prohibited from delegating. The Trustees may
also elect from their own number other Committees from time to time, the number
composing such Committees, the powers conferred upon the same (subject to the
same limitations as with respect to the Executive Committee) and the term of
membership on such Committees to be determined by the Trustees. The Trustees may
designate a Chairman of any such Committee. In the absence of such designation,
the Committee may elect its own Chairman. Each Committee shall keep regular
minutes of its meetings and records of decisions taken without a meeting and
cause them to be recorded in a book designated for that purpose and kept in the
Office of the Trust.

(c) The Trustees may (1) provide for stated meetings of any Committee;
(2) specify the manner of calling and notice required for special meetings of
any Committee; (3) specify the number of members of a Committee required to
constitute a quorum and the number of members of a Committee required to
exercise specified powers delegated to such Committee; (4) authorize the making
of decisions to exercise specified powers by written assent of the requisite
number of members of a Committee without a meeting; and (5) authorize the
members of a Committee to meet by means of a telephone conference circuit.
<PAGE>

2.7. BY-LAWS. The Trustees may, but need not, adopt By-Laws for the
conduct of the business of the Trust and may from time to time amend or
repeal any By-Laws.

2.8. OFFICERS OF THE TRUST. The Trustees shall, from time to time,
elect a President, a Secretary and a Treasurer. The Trustees may elect or
appoint, from time to time, a Chairman of the Board. The Trustees may elect or
appoint such other officers or assistant officers, including Vice Presidents, as
the business of the Trust may require. The Trustees may delegate to any officer
or committee the power to appoint any subordinate officers or agents. Any two or
more of the offices may be held by the same person, except that the same person
may not be both President and Secretary. The Trustees may designate a Vice
President as an Executive Vice President and may designate the order in which
the other Vice Presidents may act. The Chairman and the President shall be
Trustees, but no other officer of the Trust need be a Trustee. Any officer may
be required by the Trustees to be bonded for the faithful performance of the
officer's duties in such amount and with such sureties as the Trustees may
determine.

2.9. ELECTION, TENURE AND REMOVAL OF OFFICERS. At the initial
organization meeting and thereafter at each annual meeting of the Trustees, the
Trustees shall elect the Chairman, if any, President, Secretary, Treasurer. The
Trustees may from time to time elect or appoint such other officers as the
Trustees shall deem necessary or appropriate in order to carry out the business
of the Trust and such officers shall hold office until the next annual meeting
of the Trustees and until their successors have been duly elected and qualified.
The Trustees also may authorize or appoint the President to appoint such other
officers as the Trustees shall deem necessary or appropriate in order to carry
out the business of the Trust. The Trustees may fill any vacancy in office or
add any additional officers at any time. Any officer may be removed at any time,
with or without cause, by action of a majority of the Trustees. This provision
shall not prevent the making of a contract of employment for a definite term
with any officer and shall have no effect upon any cause of action which any
officer may have as a result of removal in breach of a contract of employment.
Any officer may resign at any time by notice in writing signed by such officer
and delivered or mailed to the Chairman, if any, President, or Secretary, and
such resignation shall take effect immediately, or at a later date according to
the terms of such notice in writing.

2.10. CHAIRMAN, PRESIDENT, AND VICE PRESIDENTS. The Chairman, if any,
shall, if present, preside at all meetings of the Holders and of the Trustees
and shall exercise and perform such other powers and duties as may be from time
to time assigned to him by the Trustees. Subject to such supervisory powers, if
any, as may be given by the Trustees to the Chairman, if any, the President
shall be the chief executive officer of the Trust and, subject to the control of
the Trustees, shall have general supervision, direction and control of the
business of the Trust and of its employees and shall exercise such general
powers of management as are usually vested in the office of President of a
corporation. In the absence of the Chairman, if any, the President shall preside
at all meetings of the Holders and the Trustees. Subject to direction of the
Trustees, the Chairman, if any, and the President shall each have power in the
name and on behalf of the Trust to execute any and all loan documents,
contracts, agreements, deeds, mortgages, and other instruments in writing, and
to employ and discharge employees and agents of the Trust. Unless otherwise
directed by the Trustees, the Chairman, if any, and the President shall each
have full authority and power, on behalf of all of the Trustees, to attend and
to act and to vote, on behalf of the Trust, at any meetings of business
organizations in which the Trust holds an interest, or to confer such powers
upon any other persons, by executing any proxies duly authorizing such persons.
The Chairman, if any, and the President shall have such further authorities and
duties as the Trustees shall from time to time determine. In the absence or
disability of the President, the Vice Presidents in order of their rank or the
Vice President designated by the Trustees, shall perform all of the duties of
President, and when so acting shall have all the powers of and be subject to all
of the restrictions upon the President. Subject to the direction of the
President, each Vice President shall have the power in the name and on behalf of
the Trust to execute any and all loan documents, contracts, agreements, deeds,
mortgages and other instruments in writing, and, in addition, shall have such
other duties and powers as shall be designated from time to time by the Trustees
or by the President.

2.11. SECRETARY. The Secretary shall keep the minutes of all meetings
of, and record all votes of, Holders, Trustees and the Executive Committee, if
any. The Secretary shall be custodian of the seal of the Trust, if any, and the
Secretary (and any other person so authorized by the Trustees) shall affix the
seal or, if permitted, a facsimile thereof, to any instrument executed by the
Trust which would be sealed by a Delaware corporation

<PAGE>

executing the same or a similar instrument and shall attest the seal and the
signature or signatures of the officer or officers executing such instrument on
behalf of the Trust. The Secretary shall also perform any other duties commonly
incident to such office in a Delaware business corporation, and shall have such
other authorities and duties as the Trustees shall from time to time determine.

2.12. TREASURER. Except as otherwise directed by the Trustees, the
Treasurer shall have the general supervision of the monies, funds, securities,
notes receivable and other valuable papers and documents of the Trust, and shall
have and exercise under the supervision of the Trustees and of the President all
powers and duties normally incident to the President's office. The Treasurer may
endorse for deposit or collection all notes, checks and other instruments
payable to the Trust or to its order. The Treasurer shall deposit all funds of
the Trust as may be ordered by the Trustees or the Treasurer. The Treasurer
shall deliver all funds of the Trust which may come into the Treasurer's hands
to such Custodian as the Trustees may employ pursuant to Article V of these
By-Laws. The Treasurer shall keep accurate account of the books of the Trust's
transactions which shall be the property of the Trust, and which together with
all other property of the Trust in the Treasurer's possession, shall be subject
at all times to the inspection and control of the Trustees. Unless the Trustees
shall otherwise determine, the Treasurer shall be the principal accounting
officer of the Trust and shall also be the principal financial officer of the
Trust. The Treasurer shall have such other duties and authorities as the
Trustees or President shall from time to time determine. Notwithstanding
anything to the contrary herein contained, the Trustees may authorize any
investment adviser, administrator or manager to maintain bank accounts and
deposit and disburse funds on behalf of the Trust.

2.13. OTHER OFFICERS AND DUTIES. The Trustees may elect such other
officers and assistant officers as they shall from time to time determine to be
necessary or desirable in order to conduct the business of the Trust. Assistant
officers shall act generally in the absence of the officer whom they assist and
shall assist that officer in the duties of their office. Each officer, employee
and agent of the Trust shall have such other duties and authority as may be
conferred upon him by the Trustees or delegated to him by the President.

ARTICLE III
POWERS OF TRUSTEES

3.1. GENERAL. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same extent as
if the Trustees were the sole owners of the Trust Property and business in their
own right, but with such powers of delegation as may be permitted by this
Instrument. The Trustees may perform such acts as in their sole discretion are
proper for conducting the business of the Trust. The enumeration of any specific
power herein shall not be construed as limiting the aforesaid power. Such powers
of the Trustees may be exercised without order of or resort to any court.

3.2. INVESTMENTS. The Trustees shall have power to:

(a) Conduct, operate and carry on the business of an investment
company;

(b) Subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise
deal in or dispose of any form of property including United States and foreign
currencies and related instruments including forward contracts, and securities,
including common and preferred stocks, warrants, bonds, debentures, time notes
and all other evidences of indebtedness, negotiable or non-negotiable
instruments, obligations, certificates of deposit or indebtedness, commercial
paper, repurchase agreements, reverse repurchase agreements, convertible
securities, forward contracts, options, futures contracts, and other securities,
including, without limitation, those issued, guaranteed or sponsored by any
state, territory or possession of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or by the
United States Government, any foreign government, or any agency, instrumentality
or political subdivision of the United States Government or any foreign
government, or international instrumentalities, or by any bank, savings
institution, corporation or other business entity organized under the laws of
the United States or under foreign laws; and to exercise any and all rights,
powers and privileges of ownership or interest in respect of any and all such
investments of every kind and description, including, without limitation, the
right to consent and otherwise act with respect thereto, with power to designate
one or more persons, firms, associations or

<PAGE>

corporations to exercise any of said rights, powers and privileges in respect of
any of said instruments; and the Trustees shall be deemed to have the foregoing
powers with the respect to any additional securities in which the Trustees may
determine to invest.

The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.

3.3. LEGAL TITLE. Legal title to all the Trust Property shall be vested
in the Trustees as joint tenants except that the Trustees shall have the power
to cause legal title to any Trust Property to be held by or in the name of one
or more of the Trustees, or in the name of the Trust, or in the name of any
other Person on behalf of the Trust, on such terms as the Trustees may
determine.

The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each person who may hereafter become a Trustee upon
the Trustee's due election and qualification. Upon the resignation, removal or
death of a Trustee, the Trustee shall automatically cease to have any right,
title or interest in any of the Trust Property, and the right, title and
interest of such Trustee in the Trust Property shall vest automatically in the
remaining Trustees. Such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered.

3.4. SALE OF INTERESTS. Subject to the more detailed provisions set
forth in Articles VII and VIII, the Trustees shall have the power to permit
persons to purchase Interests and to add to or reduce, in whole or in part,
their Interest in the Trust or any Series thereof.

3.5. BORROW MONEY. The Trustees shall have power to borrow money or
otherwise obtain credit and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the Trust, including the lending
of portfolio securities, and to endorse, guarantee or undertake the performance
of any obligation, contract or engagement of any other person, firm, association
or corporation.

3.6. DELEGATION. The Trustees shall have power, consistent with their
continuing exclusive authority over the management of the Trust and the Trust
Property, to delegate from time to time to such of their number or to officers,
employees or agents of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient.

3.7. COLLECTION AND PAYMENT. The Trustees shall have power to collect
all property due to the Trust; and to pay all claims, including taxes, against
the Trust Property; to prosecute, defend, compromise or abandon any claims
relating to the Trust Property; to foreclose any security interest securing any
obligations, by virtue of which any property is owed to the Trust; and to enter
into releases, agreements and other instruments.

3.8. EXPENSES. The Trustees shall have power to incur and pay all
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Instrument, and to pay reasonable
compensation from the funds of the Trust or the assets of the appropriate Series
to themselves as Trustees. The Trustees shall fix the compensation of all
officers, employees and Trustees. The Trustees may pay themselves such
compensation for special services, including legal and brokerage services, as
they in good faith may deem reasonable, and reimbursement for expenses
reasonably incurred by themselves on behalf of the Trust or any Series thereof.

3.9. MISCELLANEOUS POWERS. The Trustees shall have the power to: (a)
employ or contract with such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust and terminate such employees or
contractual relationships as they consider appropriate; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) purchase,
and pay for out of Trust Property or the assets of the appropriate Series,
insurance policies insuring the Investment Manager, placement agent, Holders,
Trustees, officers, employees, agents, or independent contractors of the Trust
against all claims arising by reason of holding any such position or by reason
of any action taken or omitted by any such Person in such capacity, whether or
not the Trust would have the power to indemnify such Person against such
liability; (d) establish pension, profit-sharing

<PAGE>

and other retirement, incentive and benefit plans for any Trustees, officers,
employees and agents of the Trust; (e) make donations, irrespective of benefit
to the Trust, for charitable, religious, educational, scientific, civic or
similar purposes; (f) to the extent permitted by law, indemnify any Person with
whom the Trust has dealings, including the Investment Manager, placement agent,
Holders, Trustees, officers, employees, agents or independent contractors of the
Trust, to such extent as the Trustees shall determine; (g) guarantee
indebtedness or contractual obligations of others; (h) determine and change the
Fiscal Year of each Series of the Trust and the method in which its accounts
shall be kept; (i) adopt a seal for the Trust, but the absence of such seal
shall not impair the validity of any instrument executed on behalf of the Trust;
(j) establish separate and distinct Series with separately defined investment
objectives and policies and distinct investment purposes in accordance with the
provisions of Article VI hereof; (k) subject to the provisions of Section 3804
of the Delaware Act, allocate assets, liabilities and expenses of the Trust to a
particular Series or apportion the same between or among two or more Series,
provided that any liabilities or expenses incurred by a particular Series shall
be payable solely out of the assets belonging to that Series as provided for in
Article VI hereof; (l) establish, from time to time, a minimum investment for
Holders in the Trust or in one or more Series, and require the withdrawal of any
Holder whose investment is less than such minimum upon giving notice to such
Holder and; (m) appoint, or authorize any officer or officers to appoint, one or
more registrars of the Trust.

3.10. FURTHER POWERS. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices, whether within or without the State of Delaware, in any
and all states of the United States of America, in the District of Columbia, and
in any and all commonwealths, territories, dependencies, colonies, possessions,
agencies or instrumentalities of the United States of America and of foreign
governments, and to do all such other things and execute all such instruments as
they deem necessary, proper or desirable in order to promote the interests of
the Trust although such things are not herein specifically mentioned. Any
determination as to what is in the interests of the Trust made by the Trustees
in good faith shall be conclusive. In construing the provisions of this
Instrument, the presumption shall be in favor of a grant of power to the
Trustees. The Trustees will not be required to obtain any court order to deal
with Trust Property.

3.11. PRINCIPAL TRANSACTIONS. The Trustees may, on behalf of the Trust,
buy any securities from or sell any securities to, or lend any assets of the
Trust or any Series to, any Trustee or officer of the Trust or any firm of which
any such Trustee or officer is a member acting as principal, or have any such
dealings with any investment manager, placement agent or transfer agent for the
Trust or with any Interested Person of such person; and the Trust may employ any
such person, or firm or company in which such person is an Interested Person, as
broker, legal counsel, registrar, investment manager, placement agent, transfer
agent, dividend disbursing agent, custodian or in any other capacity upon
customary terms.

ARTICLE IV
INVESTMENT MANAGEMENT, CUSTODIAL
AND PLACEMENT AGENT ARRANGEMENTS

4.1. INVESTMENT MANAGEMENT AND OTHER ARRANGEMENTS. The Trustees may in
their discretion, from time to time, enter into investment management contracts
or placement agent agreements with respect to the Trust or any Series whereby
the other party to such contract or agreement shall undertake to furnish the
Trustees such investment management, placement agent and/or other services as
the Trustees shall, from time to time, consider desirable and all upon such
terms and conditions as the Trustees may in their discretion determine.
Notwithstanding any provisions of this Instrument, the Trustees may authorize
any Investment Manager (subject to such general or specific instruments as the
Trustees may, from time to time, adopt) to effect purchases, sales, loans or
exchanges of Trust Property on behalf of the Trustees or may authorize any
officer, employee or Trustee to effect such purchases, sales, loans or exchanges
pursuant to recommendations of any such Investment Manager (and all without
further action by the Trustees). Any such purchases, sales, loans and exchanges
shall be deemed to have been authorized by all of the Trustees.

4.2. CUSTODIAL ARRANGEMENTS.
<PAGE>

(a) The Trustees shall at all times employ a bank, a company that is a
member of a national securities exchange, or a trust company, each having
capital, surplus and undivided profits of at least two million dollars
($2,000,000) as custodian with authority as the Trust's agent, but subject to
such restrictions, limitations and other requirements as the Trustees shall
determine (i) to hold the securities owned by the Trust and deliver the same
upon written order or oral order confirmed in writing; (ii) to receive and
receipt for any monies due to the Trust and deposit the same in its own banking
department or elsewhere as the Trustees may direct; and (iii) to disburse such
funds upon orders or vouchers.

(b) The Trustees may direct the custodian to deposit all or any part of
the securities owned by the Trust in a system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the Commission under the Securities
Exchange Act of 1934, as amended, or such other person as may be permitted by
the Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust or its custodians, subcustodians or other agents.

(c) The funds of the Trust shall be deposited in such depositories as
the Trustees shall designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents (including any
investment adviser, administrator or manager), as the Trustees may from time to
time authorize.

4.3. PARTIES TO CONTRACT. Any contract may be entered into with any
corporation, firm, trust or association, although one or more of the Trustees or
officers of the Trust may be an officer, director, trustee, shareholder, or
member of such other party to the contract, and no such contract shall be
invalidated or rendered void or voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be disqualified
from voting on or executing the same in the Holder's and/or Trustee's capacity
as Holder and/or Trustee, nor shall any person holding such relationship be
liable merely by reason of such relationship for any loss or expense to the
Trust under or by reason of said contract or accountable for any profit realized
directly or indirectly therefrom. The same person (including a firm,
corporation, trust, or association) may be the other party to contracts entered
into pursuant to Sections 4.1 or 4.2 above or otherwise, and any person may be
financially interested or otherwise affiliated with persons who are parties to
any or all of the contracts mentioned in this Section 4.3.

4.4. COMPLIANCE WITH 1940 ACT. Any contract entered into pursuant to
Section 4.1 shall be consistent with and subject to the requirements of Section
15 of the 1940 Act, as modified by any applicable order or orders of the
Commission or interpretive releases of the Commission thereunder, with respect
to its continuance in effect, its termination and the method of authorization
and approval of such contract or renewal thereof.

ARTICLE V
LIMITATIONS OF LIABILITY

5.1. NO PERSONAL LIABILITY OF TRUSTEES, HOLDERS. No Trustee, when
acting in such capacity, shall be subject to any personal liability whatsoever
to any Person, other than the Trust or its Holders, in connection with Trust
Property or the affairs of the Trusts. No Trustee, when acting in such capacity,
shall be subject to any personal liability whatsoever, provided that nothing
contained herein or in the Delaware Act shall protect any Trustee against any
liability to the Trust or its Holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustees hereunder. No
Holder shall be subject to any personal liability whatsoever to any Person in
connection with Trust Property or the affairs of the Trust. The Trustees shall
have no power to bind any Holder personally or to call upon any Holder for the
payment of any sum of money or assessment whatsoever other than such as the
Holder may at any time personally agree to pay by way of purchase of or increase
in Interests or otherwise.

5.2. INDEMNIFICATION.
<PAGE>

(a) Subject to the exceptions and limitations contained in Section
(b) below:

(i) Every Person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him
in connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of being or having
been a Trustee or officer and against amounts paid or incurred by him
in the settlement thereof;

(ii) The words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while in
office or thereafter, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts
paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:

(i) Who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or its
Holders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the
Covered Person's office or (B) not to have acted in good faith in the
reasonable belief that Covered Person's action was in the best interest
of the Trust; or

(ii) In the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the Trustee's or officer's office,

(A) By the court or other body approving the settlement;

(B) By at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as
opposed to a full trial-type inquiry); or

(C) By written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a
full trial-type inquiry);

provided, however, that any Holder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now or
hereafter be entitled, shall continue as to a person who has ceased to be a
Covered Person and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect any
rights to indemnification to which Trust personnel, other than Covered Persons,
and other persons may be entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 5.2 may be paid by the Trust or Series from time
to time prior to final disposition thereof upon receipt of an undertaking by or
on behalf of such Covered Person that such amount will be paid over by him to
the Trust or Series if it is ultimately determined that he is not entitled to
indemnification under this Section 5.2; provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,
(b) the Trust is insured against losses arising out of any such advance payments
or (c) either a majority of the Trustees who are neither Interested Persons of
the Trust nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
(as opposed to a trial-type inquiry or full investigation), that there is reason
to believe that such Covered Person will be found entitled to indemnification
under this Section 5.2.
<PAGE>

(e) Conditional advancing of indemnification monies under this Section
5.2 for actions based upon the 1940 Act may be made only on the following
conditions: (i) the advances must be limited to amounts used, or to be used, for
the preparation or presentation of a defense to the action, including costs
connected with the preparation of a settlement; (ii) advances may be made only
upon receipt of a written promise by, or on behalf of, the recipient to repay
that amount of the advance which exceeds that amount which it is ultimately
determined that he is entitled to receive from the Trust by reason of
indemnification; and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security which assures that
any repayments may be obtained by the Trust without delay or litigation, which
bond, insurance or other form of security must be provided by the recipient of
the advance, or (b) a majority of a quorum of the Trust's disinterested,
non-party Trustees, or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that the recipient of
the advance ultimately will be found entitled to indemnification.

(f) In case any Holder or former Holder of any Series shall be held to
be personally liable solely by reason of the Holder or former Holder being or
having been a Holder of that Series and not because of the Holder or former
Holder acts or omissions or for some other reason, the Holder or former Holder
(or the Holder or former Holder's heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the assets
belonging to the applicable Series to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust, on behalf
of the affected Series, shall, upon request by the Holder, assume the defense of
any claim made against the Holder for any act or obligation of the Series and
satisfy any judgment thereon from the assets of the Series.

5.3. NO BOND REQUIRED OF TRUSTEES. No Trustee shall, as such, be
obligated to give any bond or surety or other security for the performance
of any of the Trustee's duties hereunder.

5.4. NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS, ETC. No
purchaser, lender, or other person dealing with the Trustees or any officer,
employee or agent of the Trust shall be bound to make any inquiry concerning the
validity of any transaction purporting to be made by the Trustees or by said
officer, employee or agent or be liable for the application of money or property
paid, loaned, or delivered to or on the order of the Trustees or of said
officer, employee or agent. Every obligation, contract, instrument, certificate
or other interest or undertaking of the Trust or any Series, and every other act
or thing whatsoever executed in connection with the Trust or any Series, shall
be conclusively taken to have been executed or done by the executors thereof
only in their capacity as Trustees, officers, employees or agents of the Trust.
Every written obligation, contract, instrument, certificate or other interest or
undertaking of the Trust or any Series made or sold by the Trustees or by any
officer, employee or agent of the Trust, in their capacity as such, shall
contain an appropriate recital to the effect that the Trustee, officer, employee
and agent of the Trust shall not personally be bound by or liable thereunder,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim thereunder, and appropriate references shall be made therein
to the Instrument, and may contain any further recital which they may deem
appropriate, but the omission of such recital shall not operate to impose
personal liability on any of the Trustees, officers, employees or agents of the
Trust. The Trustees may maintain insurance for the protection of the Trust
Property, its Holders, Trustees, officers, employees and agents in such amount
as the Trustees shall deem adequate to cover possible tort liability, and such
other insurance as the Trustees in their sole judgment shall deem advisable.

5.5. RELIANCE ON EXPERTS, ETC. Each Trustee and officer or employee of
the Trust shall, in the performance of the Trustee's, officer's and employee's
duties, be fully and completely justified and protected with regard to any act
or any failure to act resulting from reliance in good faith upon the books of
account or other records of the Trust or any Series, upon an opinion of counsel,
or upon reports made to the Trust or any Series by any of its officers or
employees or by any Investment Manager, accountant, appraiser or other experts
or consultants selected with reasonable care by the Trustees, officers or
employees of the Trust, regardless of whether such counsel or expert may also be
a Trustee.
<PAGE>

ARTICLE VI
INTERESTS OF THE TRUST

6.1. INTERESTS. The beneficial interest in the property of the Trust
shall be divided into Interests of one or more separate and distinct Series as
the Trustees shall from time to time create and establish. The Trustees may
permit the purchase of Interests in any Series by any number of Persons. Subject
to applicable law and to such restrictions as may be adopted by the Trustees, a
Holder may increase or decrease its Interest in any Series without limitation.

6.2. RIGHTS OF HOLDERS. The ownership of the Trust Property of every
description and the right to conduct any business hereinbefore described are
vested exclusively in the Trustees, and the Holders shall have no right or title
therein other than the beneficial interest conferred by their Interests and they
shall have no right to call for any partition or division of any property,
profits or rights of the Trust. The Interests shall be personal property giving
only the rights specifically set forth in this Instrument.

6.3. PURCHASE OF OR INCREASE IN INTERESTS. The Trustees, in their
discretion, may, from time to time, without a vote of the Holders, permit the
purchase of Interests of any Series by such party or parties (or increase in the
Interest of a Holder in any Series) and for such type of consideration,
including cash or property, at such time or times (including, without
limitation, each business day), and on such terms as the Trustees may deem best,
and may in such manner acquire other assets (including the acquisition of assets
subject to, and in connection with the assumption of, liabilities) and
businesses. The Trustees may make such additional rules and regulations, not
inconsistent with this Instrument, as they may deem expedient concerning the
purchase or increase of Interests.

6.4. REGISTER OF INTERESTS. A register shall be kept at the principal
office of the Trust under the direction of the Trustees which shall contain the
names and addresses of the Holders of each Series and the Book Capital Account
balances of each Holder of each Series. Each such register shall be conclusive
as to who are the Holders of each Series of the Trust and who shall be entitled
to payments of distributions or otherwise to exercise or enjoy the rights of
Holders. No Holder shall be entitled to receive payment of any distribution, or
to have notice given to it as herein provided, until it has given its address to
such officer or agent of the Trustees as shall keep the said register for entry
thereon.

6.5. NON-TRANSFERABILITY. Interests of a Series shall not be
transferable, unless the prospective transferor obtains the prior unanimous
consent of the Holders of that Series to the transfer. Except as otherwise
provided by law, the Trust shall be entitled to recognize the exclusive right of
a person in whose name any Interest stands on the record of Holders as the
holder of such Interest for all purposes, including, without limitation, the
rights to receive distributions, and to vote as such holder, and the Trust shall
not be bound to recognize any equitable or legal claim to or interest in any
such Interest on the part of any other person.

6.6. NOTICES. Any and all notices to which any Holder hereunder may be
entitled and any and all communications shall be deemed duly served or given if
mailed, postage prepaid, addressed to any Holder of record at its last known
address as recorded on the register of the Trust.

6.7. ASSENT TO TRUST INSTRUMENT. Every Holder, by virtue of having
become a Holder,shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto.

6.8. ESTABLISHMENT OF SERIES. The Trust created hereby shall consist of
one or more Series and separate and distinct records shall be maintained by the
Trust for each Series and the assets associated with any such Series shall be
held and accounted for separately from the assets of the Trust or any other
Series. The Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of the Holders
of any Series of the Trust, to establish and designate and to change in any
manner any such Series of Interests and to fix such preferences, voting powers,
right and privileges of such Series as the Trustees may from time to time
determine, to classify or reclassify any unissued Interests or any Series into
one or more Series, and to take such other action with respect to the Interests
as the Trustees may deem desirable. The establishment and designation of any
Series shall be effective upon the adoption of a resolution by a majority of the
Trustees setting

<PAGE>

forth such establishment and designation and the relative rights and preferences
of the Interests of such Series. At any time that there are no Interests
outstanding of any particular Series previously established and designated, the
Trustees may by a majority vote abolish that Series and the establishment and
designation thereof.

All references to Interests in this Trust Instrument shall be deemed to
be Interests of any or all Series, as the context may require. All provisions
herein relating to the Trust shall apply equally to each Series of the Trust,
except as the context otherwise requires.

6.9. ASSETS AND LIABILITIES OF SERIES. All consideration received by
the Trust for the issuance or sale of Interests of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may be,
shall be held and accounted for separately from the other assets of the Trust
and of every other Series and may be referred to herein as "assets belonging to"
that Series. The assets belonging to a particular Series shall belong to that
Series for all purposes, and to no other Series, subject only to the rights of
creditors of that Series. In addition, any assets, income, earnings, profits or
funds, or payments and proceeds with respect thereto, which are not readily
identifiable as belonging to any particular Series shall be allocated by the
Trustees between and among one or more of the Series in such manner as the
Trustees, in their sole discretion, deem fair and equitable. Each such
allocation shall be conclusive and binding upon the Holders of all Series for
all purposes, and such assets, income, earnings, profits or funds, or payments
and proceeds with respect thereto shall be assets belonging to that Series. The
assets belonging to a particular Series shall be so recorded upon the books of
the Trust, and shall be held by the Trustees in trust for the benefit of the
Holders of Interests of that Series. The assets belonging to each particular
Series shall be charged with the liabilities of that Series and all expenses,
costs, charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series shall be allocated
and charged by the Trustees between or among any one or more of the Series in
such manner as the Trustees in their sole discretion deem fair and equitable.
Each such allocation shall be conclusive and binding upon the Holders of all
Series for all purposes. Without limitation of the foregoing provisions of this
Section 6.9, but subject to the right of the Trustees in their discretion to
allocate general liabilities, expenses, costs, changes or reserves as herein
provided, the debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to a particular Series shall be
enforceable against assets of such Series only, and not against the assets of
the Trust generally. Notice of this contractual limitation on inter-Series
liabilities may, in the Trustee's sole discretion, be set forth in the
certificate of trust of the Trust (whether originally or by amendment) as filed
or to be filed in the Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such notice in the
certificate of trust, the statutory provisions of Section 3804 of the Delaware
Act relating to limitations on inter-Series liabilities (and the statutory
effect under Section 3804 of the Delaware Act setting forth such notice in the
certificate of trust) shall become applicable to the Trust and each Series. Any
person extending credit to, contracting with or having any claim against any
Series may look only to the assets of that Series to satisfy or enforce any debt
with respect to that Series. No Holder or former Holder of any Series shall have
a claim on or any right to any assets allocated or belonging to any other
Series.

ARTICLE VII
DECREASES AND WITHDRAWALS

7.1. DECREASES AND WITHDRAWALS. A Holder shall have the authority to
decrease or withdraw its Interest in any Series of the Trust, at such Holder's
option, subject to the terms and conditions provided in this Article VII. The
Trust shall, upon application of any Holder or pursuant to authorization from
any Holder, and subject to this Article VII, decrease or withdraw such Holder's
Interest for an amount (which shall be treated as a distribution for purposes of
Section 8.1) determined by the application of a formula adopted for such purpose
by resolution of the Trustees; provided that (a) such amount shall not exceed
the positive balance in such Holder's Book Capital Account (determined after
taking into account such adjustments as are required by Treasury Department
Regulation (beta) 1.704-1(b) (2) (ii) (B) (2) but before reduction thereof to
reflect the distribution of such amount) and (b) if so authorized by the
Trustees, the Trust may, at any time and from time to time, charge fees for
effecting such decrease or withdrawal, at such rates as the Trustees may
establish, and may, at any time and from

<PAGE>

time to time, suspend such right of decrease or withdrawal. The procedures for
effecting decreases or withdrawals shall be as determined by the Trustees from
time to time.

ARTICLE VIII
DETERMINATION OF BOOK CAPITAL ACCOUNT
BALANCES, NET ASSET VALUE, ALLOCATIONS AND DISTRIBUTIONS

8.1. BOOK CAPITAL ACCOUNT BALANCES. A Book Capital Account shall be
maintained for each Holder of each Series. With respect to each Series, each
Book Capital Account shall be credited with the amounts of consideration paid by
the Holder to purchase or increase its Interest in the Series and with its share
of the Series' Net Profits (defined below), shall be charged with such Holder's
share of the Series' Net Losses (defined below), distributions and withholding
taxes (if any) and shall otherwise appropriately reflect transactions of the
Series and the Holders. No interest shall be paid on any amount of consideration
paid to the Trust to purchase or increase Interests.

"Net Profits" of a Series for any given time period shall mean the
excess of the Net Asset Value of the Series (defined in Section 8.2) at the
close of business on the last day of the period, prior to any distribution being
made with respect to such period, over the Net Asset Value of the Series as of
the opening of business on the first day of such period, after any additional
contributions made on such date.

"Net Losses" of a Series for any given time period shall mean the
excess of the Net Asset Value of the Series as of the opening of business on the
first day of the period, after any additional contributions made on such date,
over the Net Asset Value of the Series at the close of business on the last day
of such period, prior to any distribution being made with respect to such
period.

The Book Capital Account balances of Holders of each Series shall be
determined periodically at such time or times as the Trustees may determine. The
power and duty to make calculations necessary to determine these balances may be
delegated by the Trustees to the Investment Manager, custodian, or such other
person as the Trustees may determine.

Notwithstanding anything herein to the contrary, the Book Capital
Accounts and any related accounts (including without limitation tax capital
accounts, gross appreciation [unrealized gain] accounts, and gross depreciation
[unrealized loss] accounts) of the Holders and of any series shall at all times
during the full term of such Series be determined and maintained in accordance
with the rules of Treasury Department Regulation (beta) 1.704-1 (b) (2) (iv).
The Trustees are authorized to prescribe, in their absolute discretion, such
policies for the establishment and maintenance of such accounts ("Policies") as
they, in consultation with the Trust's professional advisers, consider to be in
accordance with the requirements of such rules.

8.2. NET ASSET VALUE. The term "Net Asset Value" shall mean, with
respect to any Series, that amount by which the assets of the Series exceed its
liabilities, all as determined by or under the direction of the Trustees. In
making this determination, the Trustees, without Holder approval, may alter the
method of valuing portfolio securities insofar as permitted under the 1940 Act
and the rules, regulations and interpretations thereof promulgated or issued by
the Commission or insofar as permitted by any order of the Commission applicable
to the Series. The Trustees may delegate any of their powers and duties under
this Section 8.2 with respect to valuation of assets and liabilities.

8.3. ALLOCATION OF NET PROFITS AND NET LOSSES.

(a) Net Profits and Net Losses of each Series shall be determined and
allocated daily as of the close of business to and among the Holders of that
Series in proportion to their respective Interests in the Series, determined as
of the opening of business on such day.

(b) Except as otherwise provided in this Section 8.3, for each fiscal
year, items of income, deduction, gain, loss or credit that are recognized by a
Series for tax purposes shall be allocated pursuant to Treasury

<PAGE>

Department Regulations (beta) 1.704-1(b) in such manner as to equitably reflect
amounts credited or debitEd to the Book Capital Account of each Holder of that
Series for such year. Allocations of such items also shall be made, where
appropriate, in accordance with section 704(c) of the Code and the regulations
thereunder, as may be provided in any Policies adopted by the Trustees pursuant
to Section 8.1.

(c) Expenses of a Series, if any, which are borne by any Holder of that
Series in its individual capacity shall be specially allocated to that Holder.

(d) Notwithstanding anything in Section 8.3(b) or (c) to the contrary,
in the event any Holder of a Series unexpectedly receives any adjustments,
allocations or distributions described in Treasury Department Regulations
(beta)1.704-1(b)(2)(ii)(d)(4), (beta)1.704-1(b)(2)(ii)(d)(5) or
(beta)1.704-1(b)(2)(ii)(d)(6), items oF income (including gross income) and gain
of that Series shall be specially allocated to such Holder in an amount and
manner sufficient to eliminate the deficit balance in the Holder's Book Capital
Account (as determined in accordance with Treasury Department Regulation (beta)
1.704-1 (b)(2)(ii)(D)) created by such adjustments, allocatiOns or distributions
as quickly as possible. Any special allocations of income and gain of a Series
pursuant to this Section 8.3(d) shall be taken into account in computing
subsequent allocations of income and gain of that Series pursuant to this
Article VIII, so that the net amount of any items of that Series so allocated
and the income, gain, loss, deduction and all other items of that Series
allocated to each Holder pursuant to this Article VIII shall, to the extent
possible, equal the net amount that would have been allocated to each such
Holder pursuant to the provisions of this Article VIII if such special
allocations had not been made.

8.4. DISTRIBUTIONS. The Trustees may from time to time agree to the payment
of distributions to Holders of a Series. The amount of such distributions and
the payment of them and whether they are in cash or in any other assets of the
Series shall be wholly in the discretion of the Trustees.

8.5. POWER TO MODIFY FOREGOING PROCEDURES. Notwithstanding any of the
foregoing provisions of this Article VIII, the Trustees may prescribe, in their
absolute discretion, such other bases and times for determining, for financial
reporting and/or tax accounting purposes, (a) the Net Profits, Net Losses,
taxable income, tax loss, and/or net assets of any Series (or, where appropriate
in the Trustees' judgment, of the Trust as a whole), and/or (b) the allocation
of the Net profits or Net Losses and taxable income or tax loss so determined
among, or the payment of distributions to, the Holders of any Series as they
deem necessary or desirable to enable the Trust or any Series to comply with any
provision of the 1940 Act, the Code, any rule or regulation thereunder, or any
order of exemption issued by the Commission, all as in effect now or as
hereafter amended or modified.

ARTICLE IX
HOLDERS

9.1. MEETINGS OF HOLDERS. Meetings of the Holders of any Series may be
called at any time by a majority of the Trustees and shall be called by any
Trustee upon written request of Holders holding, in the aggregate, not less than
10% of the Interests of that Series, such request specifying the purpose or
purposes for which such meeting is to be called. Any such meeting shall be held
within or without the State of Delaware on such day and at such time as the
Trustees shall designate. Holders of one-third of the Interests entitled to
vote, present in person or by proxy, shall constitute a quorum for the
transaction of any business, except as may otherwise be required by law or by
this Instrument. The Chairman, if any, shall act as chairman at all meetings of
the Holders; in the Chairman's absence, the President shall act as chairman; and
in the absence of the Chairman and the President, the Trustee or Trustees
present at each meeting may elect a temporary chairman for the meeting, who may
be one of themselves. Holders may vote either in person or by duly executed
proxy and each Holder shall be entitled to vote proportionate to the Holder's
Interest in the Trust or affected Series. If a quorum is present at a meeting,
an affirmative vote of a majority of interest of the Holders present and
entitled to vote thereon, either in person or by proxy, at such meeting
constitutes the action of the Holders, unless law or this Instrument requires a
greater number of affirmative votes.

9.2. NOTICE OF MEETINGS. Notice of all meetings of the Holders of any
Series, stating the time, place and purposes of the meeting, shall be given by
the Trustees by mail to each Holder of that Series, at the Holder's

<PAGE>

registered address, mailed at least 10 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice. No notice need be given
to any Holder who shall have failed to inform the Trust of the Holder's current
address or if a written waiver of notice, executed before or after the meeting
by the Holder or the Holder's attorney thereunto authorized, is filed with the
records of the meeting.

9.3. RECORD DATE FOR MEETINGS. For the purpose of determining the
Holders who are entitled to notice of and to vote at any meeting, including any
adjournment thereof, or to participate in any distribution, or for the purpose
of any other action, the Trustees may from time to time fix a date, not more
than 90 days prior to the date of any meeting of the Holders or payment of
distributions or other action, as the case may be, as a record date for the
determination of the Persons to be treated as Holders of record for such
purposes. If the Trustees do not, prior to any meeting of Holders, so fix a
record date, then the date of mailing notice of the meeting shall be the record
date.

9.4. PROXIES, ETC. At any meeting of Holders, any Holder entitled to
vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote shall be taken. A proxy may be
given in writing, by any electronic or telecommunications device or in any other
manner. Pursuant to a resolution of a majority of the Trustees, proxies may be
solicited in the name of one or more Trustees or one or more of the officers of
the Trust. Only Holders of record shall be entitled to vote. Each Holder shall
be entitled to a vote proportionate to its Interest in the Trust or applicable
Series, as the case may be. When Interests are held jointly by several persons,
any one of them may vote at any meeting in person or by proxy in respect of such
Interest, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so present disagree
as to any vote to be cast, such vote shall not be received in respect of such
Interest. A proxy purporting to be executed by or on behalf of a Holder shall be
deemed valid unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. If the Holder is a minor or a
person of unsound mind, and subject to guardianship or to the legal control of
any other person as regards the charge or management of its Interest, the Holder
may vote by the Holder's guardian or such other person appointed or having such
control, and such vote may be given in person or by proxy. No proxy shall be
valid after eleven (11) months from the date of its execution, unless a longer
period is expressly stated in such proxy.

9.5. INSPECTORS OF ELECTION. In advance of any meeting of Holders, the
Trustees may appoint Inspectors of Election to act at the meeting or any
adjournment thereof. If Inspectors of Election are not so appointed, the
Chairman, if any, of any meeting of Holders may, and on the request of any
Holder or the Holder's proxy shall, appoint Inspectors of Election of the
meeting. The number of Inspectors shall be either one or three. If appointed at
the meeting on the request of one or more Holders or proxies, a majority of the
Interests present shall determine whether one or three Inspectors are to be
appointed, but failure to allow such determination by the Holders shall not
affect the validity of the appointment of Inspectors of Election. In case any
person appointed as Inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment made by the Trustees in advance of the
convening of the meeting or at the meeting by the person acting as Chairman. The
Inspectors of Election shall determine the percentage of the total Interests
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, shall receive votes, ballots or consents, shall
hear and determine all challenges and questions in any way arising in connection
with the right to vote, shall count and tabulate all votes or consents,
determine the results, and do such other acts as may be proper to conduct the
election or vote with fairness to all Holders. If there are three Inspectors of
Election, the decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all. On request of the Chairman,
if any, of the meeting, or of any Holder or a Holder's proxy, the Inspectors of
Election shall make a report in writing of any challenge or question or matter
determined by them and shall execute a certificate of any facts found by them.

9.6. INSPECTION OF RECORDS. The records of the Trust shall be open to
inspection by Holders during normal business hours for any purpose not harmful
to the Trust. At each meeting of the Holders of the Trust or any Series there
shall be open for inspection the minutes of the last previous meeting of Holders
of the Trust or Series,

<PAGE>

as the case may be, and a list of the Holders of the Trust or Series, certified
to be true and correct by the Secretary or other proper agent of the Trust, as
of the record date of the meeting. Such list of Holders shall contain the name
of each Holder and the address and the percentage of the total Interests owned
by such Holder.

9.7. HOLDER ACTION BY WRITTEN CONSENT. Any action which may be taken by
Holders may be taken without a meeting if Holders shall unanimously consent to
the action in writing and the written consents are filed with the records of the
meetings of Holders. Such consent shall be treated for all purposes as a vote
taken at a meeting of Holders.

9.8. VOTING POWERS. The Holders shall have power to vote only (i) for
the election of Trustees as provided in Sections 2.2 and 2.4; (ii) for the
removal of Trustees as provided in Section 2.3; (iii) with respect to any
investment management contract entered into pursuant to Section 4.1; (iv) with
respect to termination of the Trust as provided in Section 10.1; and (v) with
respect to any such additional matters relating to the Trust as may be required
by this Instrument or any registration of the Trust as an investment company
under the 1940 Act with the Commission (or any successor agency) or as the
Trustees may consider necessary or desirable. On any matter submitted to a vote
of the Holders, all Interests shall be voted separately by individual Series,
except (i) when required by the 1940 Act, Interests shall be voted in the
aggregate and not by individual Series; and (ii) when the Trustees have
determined that the matter affects the interests of more than one Series, then
the Holders of all such Series shall be entitled to vote thereon. There shall be
no cumulative voting in the election of Trustees. Until Interests are issued and
at any time wherein no Interests are outstanding, the Trustees may exercise all
rights of Holders and may take any action required by law or this Instrument to
be taken by Holders.

ARTICLE X
DURATION; TERMINATION; DISSOLUTION;
AMENDMENT; MERGERS; ETC.

10.1. TERMINATION OF TRUST OR ANY SERIES.

(a) The Trust or any Series may be terminated by (i) a Majority Interests
Vote of each Series affected by the matter or, if applicable, a Majority
Interests vote of the Trust, or (ii) the Trustees by written notice to the
Holders. Upon any such termination,

(i) The Trust or any affected Series shall carry on no
business except for the purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the affairs of the
Trust or any affected Series and all of the powers of the Trustees
under this Instrument with respect to the Trust or any affected Series
shall continue until the affairs of the Trust or any such Series shall
have been wound up, including the power to fulfill or discharge the
contracts of the Trust or any such Series, collect its assets, sell,
convey, assign, exchange, or otherwise dispose of all or any part of
the remaining assets of the Trust or any such Series to one or more
persons at public or private sale for consideration which may consist
in whole or in part of cash, securities or other property of any kind,
discharge or pay its liabilities, and do all other acts appropriate to
liquidate its business.

(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection, the
Trustees shall distribute the remaining assets of the Trust or any
affected Series, in cash or in kind or partly each, among the Holders
of the Trust or the affected Series in proportion to their respective
Interests in the Trust or Series (that is, in accordance with the
positive Book Capital Account balances of the Holders), after taking
into account such adjustments as are required by Treasury Department
Regulation (beta) 1.704-1(b) (2) (ii) (B) (2).

(b) Upon termination of the Trust or any Series and distribution to the
Holders as herein provided, a majority of the Trustees shall execute and lodge
among the records of the Trust an instrument in writing setting

<PAGE>

forth the fact of such termination. Upon termination of the Trust or any Series,
the Trustees shall thereupon be discharged from all further liabilities and
duties hereunder with respect to the Trust or Series, and the rights and
interests of all Holders of the Trust or Series shall thereupon cease.

10.2. DISSOLUTION. Any Series shall be dissolved 120 days after a
Holder of an Interest in such Series either (a) makes an assignment for the
benefit of creditors, (b) files a voluntary petition in bankruptcy, (c) is
adjudicated a bankrupt or insolvent, (d) files any pleading admitting or failing
to contest the material allegations of a petition filed against it in any
bankruptcy or insolvency proceeding, or (e) seeks, consents to, or acquiesces in
the appointment of a trustee, receiver, or liquidator of such Holder or of all
or any substantial part of its assets, unless, within such 120 days, Holders
(excluding the Holder with respect to whom such event occurs) owning a majority
of the Interests in such Series vote to continue the Series. Upon any
dissolution pursuant to this section, the provisions of Section 10.1(a) (i),
(ii), and (iii) shall apply as if such dissolution were a termination described
in Section 10.1.

10.3. AMENDMENT PROCEDURE.

(a) Except as specifically provided herein, the Trustees may, without
the vote or consent of Holders, amend or otherwise supplement this Instrument by
making an amendment, a trust instrument supplemental hereto or an amended and
restated trust instrument. Holders shall have the right to vote (i) on any
amendment which would affect their right to vote granted in Section 9.8, (ii) on
any amendment to this Section 10.3, (iii) on any amendment as may be required by
law or by the Trust's registration statement filed with the Commission, and (iv)
on any amendment submitted to them by the Trustees. Any amendment required or
permitted to be submitted to Holders which, as the Trustees determine, shall
affect the Holders of one or more Series shall be authorized by vote of the
Holders of each Series affected, and no vote of Holders of a Series not affected
shall be required.

(b) Notwithstanding anything else herein, any Amendment to Article 5
hereof shall not limit the rights to indemnification or insurance provided
therein with respect to action or omission of Covered Persons prior to such
amendment. Nothing contained in this Instrument shall permit the amendment of
this Instrument to impair the exemption from personal liability of the Holders
or Trustees of the Trust.

(c) A certification signed by a majority of the Trustees setting forth
an amendment and reciting that it was duly adopted by the Holders or by the
Trustees as aforesaid or a copy of the Instrument, as amended, executed by a
majority of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.

Notwithstanding any other provision hereof, until such time as
Interests are first sold, this Instrument may be terminated or amended in any
respect by the affirmative vote of a majority of the Trustees or by an
instrument signed by a majority of the Trustees.

10.4. MERGER OR CONSOLIDATION. Notwithstanding anything else herein,
the Trustees may, without the prior consent or vote of the Holders, cause the
Trust or any Series to merge or consolidate with any other partnership, trust or
other organization. Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the contrary
contained in this Instrument, any such agreement of merger or consolidation may
effect any amendment to the Instrument or effect the adoption of a new trust
instrument of the Trust if the Trust or Series is the surviving or resulting
entity in the merger or consolidation.

10.5. INCORPORATION. Notwithstanding anything else herein, the Trustees
may, without the prior consent or vote of the Holders, cause to be organized or
assist in organizing a corporation or corporations under the laws of any
jurisdiction or any other trust, partnership, association or other organization
to take over all of the Trust Property or the assets of any Series or to carry
on any business in which the Trust or any Series shall directly or indirectly
have any interest, and to sell, convey and transfer the Trust Property or the
assets of any Series to any such corporation, trust, association or organization
in exchange for the equity interests thereof or otherwise, and to lend money to,
subscribe for the equity interests of, and enter into any contracts with any
such corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
or any Series holds or is about to acquire equity interests. The Trustees may
also cause a merger or

<PAGE>

consolidation between the Trust or any Series or any successor thereto and any
such corporation, trust, partnership, association or other organization if and
to the extent permitted by law, as provided under the law then in effect. In
addition, nothing contained herein shall be construed as requiring approval of
the Holders for the Trustees to organize or assist in organizing one or more
corporations, trusts, partnerships, associations or other organizations and
selling, conveying or transferring a portion of the Trust Property or the assets
of any Series to such organizations or entities.

ARTICLE XI
MISCELLANEOUS

11.1. GOVERNING LAW. The trust set forth in this instrument is made in
the State of Delaware, and the Trust and this Instrument, and the rights and
obligations of the Trustees and Holders hereunder, are to be governed by and
construed and administered according to the Delaware Act and the laws of said
State; provided, however, that there shall not be applicable to the Trust, the
Trustees or this Instrument (a) the provisions of Section 3540 of Title 12 of
the Delaware Code or (b) any provisions of the laws (statutory or common) of the
State of Delaware (other than the Delaware Act) pertaining to trusts which
relate to or regulate (i) the filing with any court or governmental body or
agency of trustee accounts or schedules of trustee fees and charges, (ii)
affirmative requirements to post bonds for trustees, officers, agents or
employees of a trust, (iii) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or disposition of real
or personal property, (iv) fees or other sums payable to trustees, officers,
agents or employees of a trust, (v) the allocation of receipts and expenditures
to income or principal, (vi) restrictions or limitations on the permissible
nature, amount or concentration of trust investments or requirements relating to
the titling, storage or other manner of holding of trust assets, or (vii) the
establishment of fiduciary or other standards or responsibilities or limitations
on the acts or powers of trustees, which are inconsistent with the limitations
or liabilities or authorities and powers of the Trustees set forth or referenced
in this Instrument. The Trust shall be of the type commonly called a "business
trust," and without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust under Delaware law. The
trust specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by trusts under
the Delaware Act, and the absence of a specific reference herein to any such
power, privilege or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.

11.2. COUNTERPARTS. This Instrument may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.

11.3. RELIANCE BY THIRD PARTIES. Any certificate executed by an
individual who, according to the records of the Trust or of any recording office
in which this Instrument may be recorded, appears to be a Trustee hereunder,
certifying to: (a) the number or identity of Trustees or Holders; (b) the due
authorization of the execution of any instrument or writing; (c) the form of any
vote passed at a meeting of Trustees or Holders; (d) the fact that the number of
Trustees or Holders present at any meeting or executing any written instrument
satisfies the requirements of this Instrument; (e) the form of any By-Laws
adopted by or the identity of any officers elected by the Trustees, or; (f) the
existence of any fact or facts which in any manner relate to the affairs of the
Trust, shall be conclusive evidence as to the matters so certified in favor of
any person dealing with the Trustees and their successors.

11.4. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of this Instrument are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with any applicable laws or regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Instrument; provided, however, that such determination shall not affect any of
the remaining provisions of this Instrument or render invalid or improper any
action taken or omitted prior to such determination.
<PAGE>

(b) If any provision of this Instrument shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Instrument in any jurisdiction.

(c) It is intended that each Series of the Trust be classified as a
partnership for federal income tax purposes. The Trustees, in their sole
discretion and without the vote or consent of the Holders, may amend this
Instrument and do whatever else they determine to be necessary to ensure that
this objective is achieved.

11.5. SIGNATURES. All contracts and other instruments shall be executed on
behalf of the Trust by such officer, officers, agent or agents, as provided in
this Instrument or as the Trustees may from time to time by resolution provide.

11.6. SEAL. The seal of the Trust, if any, may be affixed to any
document, and the seal and its attestation may be lithographed, engraved or
otherwise printed on any document with the same force and effect as if it had
been imprinted and attested manually in the same manner and with the same effect
as if done by a Delaware business corporation.

11.7. FISCAL YEAR. The fiscal year of the Trust and each Series shall begin
on June 1, provided, however, that the Trustees may from time to time change the
fiscal year of the Trust or of any Series.

11.8. WAIVERS OF NOTICE. Whenever any notice whatever is required to be
given by law or this Instrument, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. A notice shall be deemed to
have been telegraphed, cabled or wirelessed for the purposes of this Instrument
when it has been delivered to a representative of any telegraph, cable or
wireless company with instructions that it be telegraphed, cabled or wirelessed.

11.9. REPORTS. The Trustees shall cause to be prepared, at least
annually, a report of operations containing those financial statements as may be
required by laws or as the Trustees may direct for each Series prepared in
conformity with generally accepted accounting principles and an opinion of an
independent public accountant on such financial statements. The Trustees shall,
in addition, furnish to the Holders of each Series at least semi-annually
interim reports containing unaudited financial statements as may be required by
laws or as the Trustees may direct.

IN WITNESS WHEREOF, the undersigned have caused this amended and
restated Trust Instrument to be executed as of the day and year first above
written.

-----------------------------
Thomas G. Sheehan
as Trustee and not individually

-----------------------------
Max Berueffy
as Trustee and not individually

-----------------------------
David I. Goldstein
as Trustee and not individually

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORUM FUNDS
ANNUAL REPORT DATED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH REPORT.
</LEGEND>
<CIK> 0000929958
<NAME> CORE TRUST (DELAWARE)
<SERIES>
<NUMBER> 080
<NAME> TREASURY PORTFOLIO OF CORE TRUST (DE)

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 44,028,487
<INVESTMENTS-AT-VALUE> 44,028,487
<RECEIVABLES> 161,022
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44,189,509
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,224
<TOTAL-LIABILITIES> 5,224
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44,184,945
<SHARES-COMMON-STOCK> 44,184,945
<SHARES-COMMON-PRIOR> 43,296,823
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (660)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 44,184,285
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,143,644
<OTHER-INCOME> 0
<EXPENSES-NET> 61,917
<NET-INVESTMENT-INCOME> 2,081,727
<REALIZED-GAINS-CURRENT> (1,082)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 2,080,645
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 54,385,867
<NUMBER-OF-SHARES-REDEEMED> 55,579,050
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 887,462
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,637
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 137,194
<AVERAGE-NET-ASSETS> 41,273,905
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>