As filed with the Securities and Exchange Commission on January 2, 1998
File No. 811-8858
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12
CORE TRUST (DELAWARE)
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 207-879-1900
David I. Goldstein, Esq.
Forum Financial Services, Inc.
Two Portland Square
Portland, Maine 04101
(Name and Address of Agent for Service)
Copies to:
Robert J. Zutz, Esq.
Kirkpatrick & Lockhart, LLP
1800 Massachusetts Ave., N.W. 2nd Floor
Washington, D.C. 20036-1800
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EXPLANATORY NOTE
This Registration Statement is being filed by Registrant pursuant to Section
8(b) of the Investment Company Act of 1940, as amended. Beneficial interests in
the series of Registrant are not being registered under the Securities Act of
1933, as amended, because such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of that act. Investments in Registrant's series may only
be made by certain institutional investors, whether organized within or without
the United States. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any beneficial interests in any
series of Registrant.
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PART A
CORE TRUST (DELAWARE)
Prime Money Market Portfolio, Money Market Portfolio, Positive Return Bond
Portfolio, Stable Income Portfolio, Managed Fixed Income Portfolio, Total Return
Bond Portfolio, Strategic Value Bond Portfolio, Index Portfolio, Income Equity
Portfolio, Large Company Growth Portfolio, Disciplined Growth Portfolio, Small
Cap Index Portfolio, Small Company Stock Portfolio, Small Company Growth
Portfolio, Small Company Value Portfolio, Small Cap Value Portfolio and
International Portfolio
Treasury Portfolio and Municipal Cash Portfolio
No changes are effected by this Amendment No. 12 to the Part A regarding the
above listed Portfolios included in previous amendments to Registrant's
Registration Statement.
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PART B
CORE TRUST (DELAWARE)
Prime Money Market Portfolio, Money Market Portfolio, Positive Return Bond
Portfolio, Stable Income Portfolio, Managed Fixed Income Portfolio, Total Return
Bond Portfolio, Strategic Value Bond Portfolio, Index Portfolio, Income Equity
Portfolio, Large Company Growth Portfolio, Disciplined Growth Portfolio, Small
Cap Index Portfolio, Small Company Stock Portfolio, Small Company Growth
Portfolio, Small Company Value Portfolio, Small Cap Value Portfolio and
International Portfolio
Treasury Portfolio and Municipal Cash Portfolio
No changes are effected by this Amendment No. 12 to the Part B regarding the
above listed Portfolios included in previous amendments to Registrant's
Registration Statement.
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PRIVATE PLACEMENT MEMORANDUM
TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO
January 1, 1998
This Private Placement Memorandum ("Memorandum") relates to beneficial interests
in each of Treasury Cash Portfolio, Government Cash Portfolio and Cash Portfolio
(each a "Portfolio"), separate diversified portfolios of Core Trust (Delaware)
(the "Trust"), a registered, open-end, management investment Company.
Investments in the Portfolios may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). An investor in the
Portfolio must also be an "accredited investor," as that term is defined under
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
This Private Placement Memorandum does not constitute an offer to sell, or the
solicitation of an offer to buy, beneficial interests in a Portfolio. An
investor may subscribe for a beneficial interest in a Portfolio by contacting
Forum Financial Services, Inc., the Trust's placement agent (the "Placement
Agent"), at Two Portland Square, Portland, Maine 04101, (207) 879-1900, 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. The Trust has filed with the Securities and Exchange Commission a
second half (Part B) to this Memorandum which contains more detailed information
about the Trust and the Portfolios. The Part B, which is incorporated into this
Memorandum by reference, also is available from the placement agent.
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TABLE OF CONTENTS
PAGE
Financial Information..........................................2
General Description of the Trust and the Portfolios............2
Investment Objectives.................................2
Investment Policies...................................2
Other Investment Policies and Limitations.............4
Management.....................................................5
Trustees and Officers.................................5
Advisory and Administrative Services..................5
Capital Stock and Other Securities.............................6
Purchase of Securities.........................................7
Redemptions or Repurchases.....................................7
Pending Legal Proceedings......................................8
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THE SECURITIES OF THE TRUST DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER (1) THE TERMS OF THE TRUST INSTRUMENT OF THE
TRUST AND (2) THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
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PRIVATE PLACEMENT MEMORANDUM
TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO
FINANCIAL INFORMATION
The financial statements of each Portfolio for the year ended August 31, 1997
and delivered along with this Memorandum are incorporated herein by reference.
GENERAL DESCRIPTION OF THE TRUST AND THE PORTFOLIOS
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 22 separate diversified
subtrusts or "series," each having a distinct investment objective and distinct
investment policies. Treasury Cash Portfolio, Government Cash Portfolio and Cash
Portfolio, are three of the subtrusts. The assets of each portfolio of the Trust
belong only to that portfolio, and the assets belonging to a portfolio of the
Trust shall be charged with the liabilities of that portfolio and all expenses,
costs, charges and reserves attributable to that portfolio. The Trust is
empowered to establish, without interestholder approval, additional portfolios
which may have different investment objectives and policies.
Beneficial interests in the Portfolios 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 each 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 Investment Advisors, LLC (the "Adviser"), serves as the investment adviser
of each Portfolio. Forum Administrative Services, LLC ("Forum") serves as the
administrator of each Portfolio. Forum Financial Services, Inc. ("FFSI") serves
as the placement agent of each Portfolio. Forum Accounting Services, LLC,
("Forum Accounting") serves as the interestholder recordkeeper and fund
accountant of each Portfolio.
INVESTMENT OBJECTIVES
The investment objective of each Portfolio is to provide high current income to
the extent consistent with the preservation of capital and the maintenance of
liquidity.
The investment objective of each Portfolio is fundamental and may not be changed
without interestholder approval. There can be no assurance that any Portfolio
will achieve its investment objective.
INVESTMENT POLICIES
The Portfolios invest only in high quality, U.S. dollar-denominated, short-term
money market instruments that are determined by the Adviser, pursuant to
procedures adopted by the Trust's Board of Trustees (the "Board"), to be
eligible for purchase and to present minimal credit risks. 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
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comparable quality. A description of the rating categories of certain NRSROs,
such as Standard & Poor's Corporation and Moody's Investors Service, Inc., is
contained in Part B.
Each Portfolio invests only in instruments that have a remaining maturity of 397
days or less (as calculated under Rule 2a-7 under the Investment Company Act of
1940 (the "1940 Act")) and maintains a dollar-weighted average portfolio
maturity of 90 days or less. Except to the limited extent permitted by Rule 2a-7
and except for U.S. Government Securities, each Portfolio will not invest more
than 5% of its total assets in the securities of any one issuer. To ensure
adequate liquidity, each Portfolio may not invest more than 10% of its net
assets in illiquid securities, including repurchase agreements not entitling the
Portfolio to payment of principal within seven days. As used herein, "U.S.
Government Securities" means obligations issued or guaranteed as to principal
and interest by the United States Government, its agencies or instrumentalities.
Although each Portfolio only invests in high quality money market instruments,
an investment in a 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
there is a change in interest rates, the issuer's actual or perceived
creditworthiness or the issuer's ability to meet its obligations.
Additional investment techniques, features and restrictions concerning the
Portfolios' investment programs are described in Part B.
TREASURY CASH PORTFOLIO. Treasury Cash Portfolio seeks to maintain its
investment objective by investing substantially all of its assets in Treasury
Securities and in repurchase agreements backed by Treasury Securities.
GOVERNMENT CASH PORTFOLIO. Government Cash Portfolio seeks to attain its
investment objective by investing substantially all of its assets in U.S.
Government Securities and in repurchase agreements backed by U.S. Government
Securities. The U.S. Government Securities in which the Portfolio may invest
include Treasury Securities and securities supported primarily or solely by the
creditworthiness of the issuer, such as securities of the Federal National
Mortgage Association. There is no guarantee that the U.S. Government will
support securities not backed by its full faith and credit. Accordingly,
although these securities have historically involved little risk of loss of
principal if held to maturity, they may involve more risk than securities backed
by the U.S. Government's full faith and credit.
CASH PORTFOLIO. Cash Portfolio seeks to attain its investment objective by
investing in a broad spectrum of money market instruments. The Portfolio may
invest in (i) obligations of domestic financial institutions, (ii) U.S.
Government Securities. See " General Description of Registrant - Investment
Policies - Government Cash Portfolio."
Financial institution obligations include negotiable certificates of deposit,
bank notes, bankers' acceptances and time deposits of banks (including savings
banks and savings associations) and their foreign branches. The Portfolio limits
its investments in bank obligations to banks which at the time of investment
have total assets in excess of one billion dollars. Certificates of deposit
represent an institution's obligation to repay funds deposited with it that earn
a specified interest rate over a given period. Bank notes are debt obligations
of a bank. Bankers' acceptances are negotiable obligations of a bank to pay a
draft which has been drawn by a customer and are usually backed by goods in
international trade. Time deposits are non-negotiable deposits with a banking
institution that earn a specified interest rate over a given period.
Certificates of deposit and fixed time deposits, which are payable at the stated
maturity date and bear a fixed rate of interest, generally may be withdrawn on
demand by the Portfolio but may be subject to early withdrawal penalties which
could reduce the Portfolio's yield.
Corporate debt obligations include commercial paper (short-term promissory
notes) issued by companies to finance their, or their affiliates', current
obligations. The Portfolio may also invest in commercial paper or other
corporate securities issued in "private placements" without registration under
the Securities Act of 1933. These "restricted securities" are restricted as to
disposition under the Federal securities laws in that any sale of these
securities may not be made absent registration under the Securities Act of 1933
or an appropriate exemption therefrom.
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OTHER INVESTMENT POLICIES AND LIMITATIONS
All investment policies and limitations of a Portfolio that are designated as
fundamental, and each Portfolio's investment objective, may not be changed
without approval of the holders of a majority of the outstanding voting
interests (defined in the same manner as the phrase "vote of a majority of the
outstanding voting securities is defined in the 1940 Act) of the Portfolio. All
other investment policies and limitations of the Portfolios are not fundamental
and may be changed by the Board without interestholder approval. Except as
otherwise indicated herein or in Part B, investment policies of a Portfolio may
be changed by the Board without shareholder approval.
Each 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. Each Portfolio is permitted to hold cash in any amount pending
investment in securities and may invest in other investment companies that
intend to comply with Rule 2a-7 and have substantially similar investment
objectives and policies. A further description of the Portfolios' investment
policies is contained in Part B.
REPURCHASE AGREEMENTS. Each Portfolio may seek additional income or liquidity by
entering into repurchase agreements. Repurchase agreements are transactions in
which a Portfolio purchases a security and simultaneously commits to resell that
security to the seller at an agreed-upon price on an agreed-upon future date,
normally one to seven days later. The resale price reflects a market rate of
interest that is not related to the coupon rate or maturity of the purchased
security. The Portfolios' custodian holds the underlying collateral, which is
maintained at not less than 100% of the repurchase price. Repurchase agreements
involve certain risks not associated with direct investment in securities. The
Portfolios, however, intend to enter into repurchase agreements only with
sellers which the Adviser believes present minimal credit risks in accordance
with guidelines established by the Board. In the event that a seller defaulted
on its repurchase obligation, however, a Portfolio might suffer a loss.
LIQUIDITY. To ensure adequate liquidity, each Portfolio may not invest more than
10% of its net assets in illiquid securities, including repurchase agreements
not entitling the Portfolio to payment of principal within seven days. There may
not be an active secondary market for securities held by a Portfolio. The value
of securities that have a limited market tend to fluctuate more than those that
have an active market. For this reason, a Portfolio could suffer a loss with
respect to an instrument. The Adviser monitors the liquidity of the Portfolios'
investments, but there can be no guarantee that an active secondary market will
exist.
WHEN-ISSUED SECURITIES. In order to assure itself of being able to obtain
securities at prices which the Adviser believes might not be available at a
future time, each Portfolio may purchase securities on a when-issued or delayed
delivery basis. Securities so purchased are subject to market price fluctuation
and no interest on the securities accrues to a 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. Commitments for when-issued or
delayed delivery transactions will be entered into only when a Portfolio has the
intention of actually acquiring the securities. Failure by the other party to
deliver a security purchased by a Portfolio may result in a loss or missed
opportunity to make an alternative investment.
VARIABLE AND FLOATING RATE SECURITIES. The securities in which the Portfolios
invest may have variable or floating rates of interest. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to some interest rate index or market interest
rate. The interest paid on these securities is a function primarily of the index
or market rate upon which the interest rate adjustments are based. Securities
with ultimate maturities of greater than 397 days may be purchased only in
accordance with the provisions to Rule 2a-7. Under that Rule, only those
long-term instruments that have demand features that comply with certain
requirements and certain long-term U.S. Government Securities may be purchased.
Similar to fixed rate debt instruments, variable and floating rate instruments
are subject to changes in value based on changes in market interest rates or
changes in the issuer's creditworthiness.
No Portfolio may purchase a variable or floating rate security whose interest
rate is adjusted based on a long-term interest rate or index, on more than one
interest rate or index, or on an interest rate or index that materially lags
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short-term market rates (these prohibited securities are often referred to as
"derivative" securities). All variable and floating rate securities purchased by
a Portfolio will have an interest rate that is adjusted based on a single
short-term rate or index, such as the Prime Rate.
FINANCIAL INSTITUTION GUIDELINES. Treasury Cash Portfolio and Government Cash
Portfolio invest only in instruments which, if held directly by a bank or bank
holding company organized under the laws of the United States or any state
thereof, would be assigned to a risk-weight category of no more than 20% under
the current risk based capital guidelines adopted by the Federal bank
regulators. In addition, these Portfolios limit their investments to those
permissible for Federally chartered credit unions under applicable provisions of
the Federal Credit Union Act and the applicable rules and regulations of the
National Credit Union Administration. Government Cash Portfolio limits its
investments to investments that are legally permissible for Federally chartered
savings associations without limit as to percentage and to investments that
permit Fund shares to qualify as liquid assets and as short-term liquid assets.
MANAGEMENT
TRUSTEES AND OFFICERS
The business of the Trust is managed under the direction of the Board of
Trustees. Forum provides persons satisfactory to the Board to serve as officers
of the Trust. Part B contains general background information about each Trustee
and officer of the Trust.
ADVISORY AND ADMINISTRATIVE SERVICES
INVESTMENT ADVISER. The Adviser serves as investment adviser of each Portfolio
pursuant to investment advisory agreements between the Adviser 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 required to furnish at its expense all services, facilities and
personnel necessary in connection with managing the Portfolios' investments and
effecting portfolio transactions for the Portfolios.
In addition to the Portfolios, the Adviser currently provides investment
advisory services to eight other mutual funds, including two money market funds.
Under supervision of the Adviser, Mr. Anthony R. Fischer, Jr. acts as each
Portfolio's portfolio manager pursuant to a consulting agreement with the
Adviser.
For its services, the Adviser receives from each Portfolio an advisory fee based
upon the total average daily net assets of the Portfolios ("Total Portfolio
Assets") that is calculated on a cumulative basis as follows: 0.06% of the first
$200 million of Total Portfolio Assets, 0.04% of the next $300 million of Total
Portfolio Assets, and 0.03% of the remaining Total Portfolio Assets.
ADMINISTRATION. Pursuant to an administrative agreement with the Trust, Forum
supervises the overall management of the Trust, including overseeing the Trust's
receipt of services, advising the Trust and the Trustees on matters concerning
the Trust and its affairs, and providing the Trust with general office
facilities and certain persons to serve as officers. For these services and
facilities, Forum receives a fee at an annual rate of 0.05% of the average daily
net assets of each Portfolio. Forum may, from time to time, from its own
resources pay a fee to broker-dealers or other persons for distribution or other
services related to the Portfolios.
Forum Accounting is the Trust's interestholder recordkeeper and fund accountant.
Forum Accounting is responsible for maintaining the accounts of interestholders
and calculating the Portfolios' net asset values and income, gain and other
allocations to interestholders. For these services, Forum Accounting receives a
fee with respect to each Portfolio of the lesser of 0.05% of the average daily
net assets of the Portfolio or $48,000 plus, for each interestholder in a
Portfolio above one (excluding Forum and its affiliates), $6,000 per year. In
addition, Forum Accounting may receive increased fees from a Portfolio depending
on the number and type of securities held by the Portfolio.
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THE FORUM FINANCIAL GROUP OF COMPANIES. As of January 1, 1998 Forum acted as
administrator and distributor of registered investment companies with assets of
approximately $30 billion. The Adviser, Forum and Forum Accounting are indirect
subsidiaries of Forum Financial Group, LLC. Their principal business address is
Two Portland Square, Portland, Maine 04101. As of January 1, 1998 Forum
Financial Group, LLC was controlled by John Y. Keffer, an officer and Trustee of
the Trust.
CUSTODIAN. Imperial Trust Company serves as the custodian for each Portfolio and
may appoint certain subcustodians to custody the Portfolios' securities and
other assets. Imperial Trust Company is compensated at an annual rate of 0.025%
of the average daily net assets of each Portfolio.
EXPENSES. Each Portfolio is obligated to pay for all of its expenses. These
expenses include: governmental fees; interest charges; taxes; brokerage fees and
commissions; insurance premiums; investment advisory, custodial, administrative
and accounting fees; compensation of the Trust's Trustees, costs of membership
in trade associations; and fee and expenses of independent auditors and legal
counsel to the Trust. Each Portfolio's expenses comprise Trust expenses
attributable to the Portfolio, which are allocated to the Portfolio, and
expenses not attributable to any portfolio, which are allocated among all
portfolios in proportion to their average net assets or as otherwise determined
by the Trust's management.
All fees of the Adviser, Forum, Forum Accounting and the custodian are accrued
daily and paid monthly. Each service provider may each elect to waive (or
continue to waive) all or a portion of its fees and may reimburse a 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
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 22 series; the Trust reserves the right to create and issue
additional series.
Each interestholder in a Portfolio is entitled to participate equally in the
Portfolio's earnings and assets and to a vote in proportion to the amount of its
investment in the Portfolio or in the Trust as a whole. Investments in a
Portfolio may not be transferred, but an interestholder may withdraw all or any
portion of its investment at any time at net asset value ("NAV").
Investments in a Portfolio have no preemptive or conversion rights and are fully
paid and non assessable, except as set forth below. The Trust is not required
and has no current intention to hold annual meetings of interestholders, but the
Trust will hold special meetings of interestholders when in the Trustees'
judgment it is necessary or desirable to submit matters to an interestholder
vote. Generally, beneficial interests will be voted in the aggregate without
reference to a particular Portfolio, except if the matter affects only one
Portfolio or if Portfolio voting is required, in which case interests will be
voted separately by Portfolio. Interestholders have certain rights to remove one
or more Trustees without a meeting by a declaration in writing. Upon liquidation
of a Portfolio, interestholders will be entitled to share pro rata in the
Portfolio's net assets available for distribution to investors.
A Portfolio's net income consists of (1) all dividends, accrued interest
(including original issue and market discount), net realized gains on the
Portfolio's assets and other income, less (2) all expenses, amortization of
premium, and net realized losses on the Portfolio's assets, all as determined in
accordance with generally accepted accounting principles. All of a Portfolio's
net income is allocated pro rata among the interestholders in the Portfolio.
Each Portfolio's net income generally is distributed to the interestholders in
the Portfolio on a daily basis.
Under the method of the Portfolios' operations, the Portfolio's will not be
subject to any Federal income tax. Each interestholder in a Portfolio, however,
will be taxable on its proportionate share (as determined in accordance with the
Trust's Trust Instrument, the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations promulgated thereunder) of the Portfolio's ordinary
income and capital gain. It is intended that each Portfolio will
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be managed in such a way that an interestholder in the Portfolio will be able to
satisfy the requirements of Subchapter M of the Code, assuming that the
interestholder invested all of its assets in the Portfolio.
Investor inquiries may be directed to FFSI, the placement agent of the Trust
PURCHASE OF SECURITIES
Beneficial interests in the Portfolios are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See " General Description of Registrant." All
investments in the Portfolios are made without a sales load, at the NAV next
determined after an order is received by the Portfolio.
The NAV of each Portfolio is determined as of 4:00 p.m., Eastern time
("Valuation Time"), on all weekdays, except Federal holidays and other days that
the Federal reserve bank of San Francisco is closed ("Business Day").
Each investor in a Portfolio may add to or reduce its investment in a Portfolio.
At the Valuation Time on each Business Day, the value of each investor's
beneficial interest in a 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, each
Portfolio's portfolio securities are valued at their amortized cost (acquisition
cost adjusted for amortization of premium or accretion of discount) in
accordance with Rule 2a-7. The Portfolios will only value their portfolio
securities using this method if the Board believes that it fairly reflects the
market-based net asset value per share. The Portfolios' other assets, if any,
are valued at fair value by or under the direction of the Board.
There is no minimum initial or subsequent investment in a Portfolio. Because
each Portfolio intends to be as fully invested at all times as is reasonably
practicable in order to enhance the return on its assets, investments must be
made in Federal funds (i.e., monies credited to the account of the Portfolios'
custodian by a Federal Reserve Bank).
The Trust reserves the right to cease accepting investments in a Portfolio at
any time or to reject any investment order.
The exclusive placement agent for the Trust is FFSI. FFSI receives no
compensation for serving as the exclusive placement agent for the Trust.
REDEMPTIONS OR REPURCHASES
An interestholder in a Portfolio may withdraw all or any portion of its
investment in the Portfolio at the NAV next determined after a withdrawal
request in proper form is furnished by the investor to the Trust. The proceeds
of a withdrawal will be paid by a Portfolio in Federal funds normally on the
Business Day after the withdrawal is effected, but in any event within seven
days. Investments in a Portfolio may not be transferred. The right of redemption
may not be suspended nor the payment dates postponed for more than seven days
except when the New York Stock Exchange is closed (or when trading thereon is
restricted) for any reason other than its customary weekend or holiday closings
or under any emergency or other circumstances as determined by the Securities
and Exchange Commission.
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Redemptions from a Portfolio may be made wholly or partially in portfolio
securities if the Board determines that payment in cash would be detrimental to
the best interests of the Portfolio. The Trust has filed an election with the
Commission pursuant to which each Portfolio will only consider effecting a
redemption in portfolio securities if the particular holder of beneficial
interest is redeeming more than $250,000 or 1% of the Portfolio's NAV, whichever
is less, during any 90-day period.
PENDING LEGAL PROCEEDINGS
As of January 1, 1998, there were no materials pending legal proceedings to
which the Trust or the Adviser was a party.
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PRIVATE PLACEMENT MEMORANDUM
(PART B)
TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO
January 1, 1998
This Part B to the Private Placement Memorandum ("Memorandum") relates to
beneficial interests in the Treasury Cash Portfolio, Government Cash Portfolio
and Cash Portfolio (each a "Portfolio"), separate diversified portfolios of Core
Trust (Delaware) (the "Trust"), a registered, open-end, management investment
company.
Investments in the Portfolios may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). An investor in the
Portfolio must also be an "accredited investor," as that term is defined under
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
This Part B does not constitute an offer to sell, or the solicitation of an
offer to buy, beneficial interests in a Portfolio. An investor may subscribe for
a beneficial interest in a Portfolio by contacting Forum Financial Services,
Inc., the Trust's placement agent, at Two Portland Square, Portland, Maine
04101, (207) 879-1900, for a complete subscription package, including a
subscription agreement. The Trust and the placement agent reserve the right to
refuse to accept any subscription for any reason.
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TABLE OF CONTENTS
PAGE
General Information and History............................ 2
Investment Objectives and Policies......................... 2
Management of the Trust.................................... 10
Control Persons and Principal Holders of Securities........ 12
Investment Advisory and Other Services..................... 12
Brokerage Allocation and Other Practices................... 14
Capital Stock and Other Securities......................... 15
Purchase, Redemption and Pricing of Securities............. 16
Tax Status................................................. 16
Placement Agent............................................ 17
Calculations of Performance Data........................... 17
Financial Statements....................................... 18
Appendix A -- Miscellaneous Tables......................... 19
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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
(PART B)
TREASURY CASH PORTFOLIO
GOVERNMENT CASH PORTFOLIO
CASH PORTFOLIO
GENERAL INFORMATION AND HISTORY
Each Portfolio commenced operations September 1, 1995 upon the contribution of
all of the assets of the series of another investment company. Those series
became the first interestholders in the Portfolio to which they contributed
their assets. Accordingly, for performance and certain other purposes the
Portfolios may utilize the history of those investment companies.
INVESTMENT OBJECTIVES AND POLICIES
Part A of the Memorandum contains information about the investment objectives,
policies and restrictions of each Portfolio. The following discussion is
intended to supplement the disclosure in Part A concerning the Portfolios'
investments, investment techniques and strategies and the risks associated
therewith. No Portfolio may make any investment or employ any investment
technique or strategy not referenced in Part A as it relates to that Portfolio.
This Part B should be read only in conjunction with Part A.
DEFINITIONS
As used in Part B, the following terms shall have the meanings listed:
"Adviser" shall mean Forum Investment Advisors, LLC
"Board" shall mean the Board of Trustees of Core Trust.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Core Trust" shall mean the Core Trust (Delaware).
"FFSI" shall mean Forum Financial Services, Inc., the Portfolios' placement
agent.
"Forum Accounting" shall mean Forum Accounting Services, LLC, the Portfolios'
interestholder recordkeeper and fund accountant.
"Forum" shall mean Forum Administrative Services, LLC, the Portfolios'
administrator.
"NRSRO" shall mean a nationally recognized statistical rating organization.
"Portfolio" shall mean each of Treasury Cash Portfolio, Government Cash
Portfolio and Cash Portfolio.
"SEC" shall mean the U.S. Securities and Exchange Commission.
"Treasury Securities" shall have the meaning ascribed thereto in Part A of the
Memorandum.
"U.S. Government Securities" shall have the meaning ascribed thereto in Part A
of the Memorandum.
"1940 Act" shall mean the Investment Company Act of 1940, as amended.
<PAGE>
INVESTMENT POLICIES
FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES. The Portfolios currently are
prohibited from purchasing any security issued by the Federal Home Loan Mortgage
Corporation. This does not prohibit the Portfolios from entering into repurchase
agreements collateralized with securities issued by the Federal Home Loan
Mortgage Corporation.
RATINGS AS INVESTMENT CRITERIA. Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Corporation ("S&P") and other NRSROs are private services that
provide ratings of the credit quality of debt obligations. The Portfolios use
these ratings in determining whether to purchase, sell or hold a security. It
should be emphasized, however, that 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. Subsequent to its purchase by
a Portfolio, an issue of securities may cease to be rated or its rating may be
reduced. The Adviser, and in certain cases the Board, will consider such an
event in determining whether the Portfolio should continue to hold the
obligation. 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 in
response to developments and events, so that an issuer's current financial
condition may be better or worse than the rating indicates.
CORPORATE BONDS - MOODY'S INVESTORS SERVICE, INC. ("MOODY'S"). Bonds
which are rated Aaa are judged by Moody's to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
CORPORATE BONDS - STANDARD & POOR'S CORPORATION ("S&P"). Bonds rated
AAA have the highest rating assigned by S&P. Capacity to pay interest
and repay principal is extremely strong. Bonds rated AA have a very
strong capacity to pay interest and repay principal and differ from
the highest rated issues only in small degree.
CORPORATE BONDS - FITCH INVESTORS SERVICE, INC. ("FITCH"). AAA Bonds
are considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
A Bonds are considered to be investment grade of high credit quality.
The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
Plus and minus signs are used with a rating symbol to indicate the
relative level of credit quality within the rating category. Plus and
minus signs, however, are not used in the AAA category.
COMMERCIAL PAPER - MOODY'S INVESTORS SERVICE, INC. Moody's two highest
ratings for short-term debt, including commercial paper, are Prime-1
and Prime-2; both are judged investment grade, to indicate the relative
repayment ability of rated issuers.
Issuers (or supporting institutions) rated Prime-1 have a superior
ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:
<PAGE>
- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance on debt
and ample asset protection. - Broad margins in earnings, coverage of
fixed financial charges and high internal cash generation. -
Well-established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers rated Prime-2 by Moody's have a strong ability for repayment of
senior short-term debt obligations. This will normally be evidenced by
many of the characteristics of issuers rated Prime-1 but to a lesser
degree. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.
COMMERCIAL PAPER - STANDARD & POOR'S CORPORATION. S&P's two highest
commercial paper ratings are A and B. Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree
of safety. An A-1 designation indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+)
sign designation. The capacity for timely payment on issues with an A-2
designation is satisfactory. However, the relative degree of safety is
not as high as for issues designated A-1. A-3 issues have an adequate
capacity for timely payment. They are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances than
obligations carrying the higher designations. Issues rated B are
regarded as having only a speculative capacity for timely payment.
COMMERCIAL PAPER - FITCH INVESTORS SERVICE, INC. Fitch's short-term
ratings apply to debt obligations that are payable on demand or have
original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes.
F-1+. Exceptionally Strong Credit Quality. Issues assigned this rating
are regarded as having the strongest degree of assurance for timely
payment.
F-1. Very Strong Credit Quality. Issues assigned this rating reflect
an assurance of timely payment only slightly less in degree than
issues rated F-1+.
F-2. Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the margin of
safety is not as great as for issues assigned F-1+ or F-1 ratings.
SMALL BUSINESS ADMINISTRATION SECURITIES. Each Portfolio may purchase securities
issued by the Small Business Administration ("SBA"). SBA securities are variable
rate securities that carry the full faith and credit of the United States
Government, and generally have an interest rate that resets monthly or quarterly
based on a spread to the Prime rate. SBA securities generally have maturities at
issue of up to 25 years. No Portfolio may purchase an SBA Security if,
immediately after the purchase, (i) the Portfolio would have more than 15% of
its net assets invested in SBA securities, (ii) the total unamortized premium on
SBA Securities with a premium held by the Portfolio divided by the sum of the
par amount of all SBA securities with a premium held by the portfolio would
exceed 0.25% of the Portfolios' net assets or (iii) the total unamortized
discount on SBA Securities with a discount held by the Portfolio divided by the
sum of the par amount of all SBA securities with a discount held by the
portfolio would exceed 0.25% of the Portfolios' net assets. Premium is the
amount above par for which a security is purchased and discount is the amount
below par for which a security is purchased.
MORTGAGE BACKED SECURITIES. The Portfolios may purchase adjustable rate mortgage
backed or other asset backed securities (such as SBA securities) that are U.S.
Government Securities or, in the case of Treasury Cash Portfolio, that are U.S.
Treasury Securities. These securities directly or indirectly represent a
participation in, or are secured by and payable from, adjustable rate mortgage
or other loans which may be secured by real estate or other assets. Unlike
traditional debt instruments, payments on these securities include both interest
and a partial payment of principal. Prepayments of the principal of underlying
loans may shorten the effective maturities of these securities.
<PAGE>
Some adjustable rate U.S. Government Securities (or the underlying loans) are
subject to caps or floors that limit the maximum change in interest rate during
a specified period or over the life of the security.
Adjustable rate mortgage backed securities ("MBSs") are securities that have
interest rates that are reset at periodic intervals, usually by reference to
some interest rate index or market interest rate. Government Cash Portfolio and
Cash Portfolio will only invest in adjustable rate MBSs that are U.S. Government
Securities. MBSs represent an interest in a pool of mortgages made by lenders
such as commercial banks, savings associations, mortgage bankers and mortgage
brokers and may be issued by governmental or government-related entities or by
non-governmental entities such as commercial banks, savings associations,
mortgage bankers and other secondary market issuers.
Interests in pools of MBSs differ from other forms of debt securities which
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or specified call dates. In contrast, MBSs
provide periodic payments which consist of interest and, in most cases,
principal. In effect, these payments are a "pass-through" of the periodic
payments and optional prepayments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities. Additional payments to holders of MBSs are caused by prepayments
resulting from the sale of the underlying property or the refinancing or
foreclosure of the underlying mortgage loans. Such prepayments may significantly
shorten the effective maturities of MBSs, and occur more often during periods of
declining interest rates.
Although the rate adjustment feature of MBSs may act as a buffer to reduce sharp
changes in the value of MBSs, these securities are still subject to changes in
value based on changes in market interest rates or changes in the issuer's
creditworthiness. Because the interest rate is reset only periodically, changes
in the interest rate on MBSs may lag behind changes prevailing market interest
rates. Also, some MBSs (or the underlying mortgages) are subject to caps or
floors that limit the maximum change in interest rate during a specified period
or over the life of the security.
During the periods of declining interest rates, income to the Portfolios derived
from mortgages which are not prepared will decrease as the coupon rate resets
along with the decline in interest rates in contrast to the income on fixed-rate
mortgages, which will remain constant. At times, some of the MBSs in which the
Portfolios will invest will have higher-than-market interest rates, and will
therefore be purchased at a premium above their par value. Unscheduled
prepayments, which are made at par, will cause the Portfolios to suffer a loss
equal to the unamortized premium, if any.
During periods of rising interest rates, changes in the coupon rates of the
mortgages underlying the Portfolios' investments may lag behind changes in
market interest rates. This may result in a slightly lower value until the
coupons reset to market rates. Many MBSs in the Portfolios' portfolios will have
"caps" that limit the maximum amount by which the interest rate paid by the
borrower may change at each reset date or over the life of the loan and
fluctuation in interest rates above these levels could cause these securities to
"cap out" and to behave more like fixed-rate debt securities.
The Portfolios may purchase collateralized mortgage obligations ("CMOs"), which
are collateralized by MBSs or by pools of conventional mortgages. (See
"Investment by Shareholders that are Credit Unions - Government Cash Portfolio
and Treasury Cash Portfolio.") CMOs are typically structured with a number of
classes or series that have different maturities and are generally retired in
sequence. Each class of bonds receives periodic interest payments according to
the coupon rate on the bonds. However, all monthly principal payments and any
prepayments from the collateral pool are paid first to the "Class I"
bondholders. The principal payments are such that the Class 1 bonds will be
completely repaid no later than, for example, five years after the offering
date. Thereafter, all payments of principal are allocated to the next most
senior class of bonds until that class of bonds has been fully repaid. Although
full payoff of each class of bonds is contractually required by a certain date,
any or all classes of bonds may be paid off sooner than expected because of an
acceleration in pre-payments of the obligations comprising the collateral pool.
Since the inception of the mortgage-related pass-through security in 1970, the
market for these securities has expanded considerably. The size of the primary
issuance market and active participation in the secondary market by
<PAGE>
securities dealers and many types of investors make government and
government-related pass-through pools highly liquid.
Government or private entities may create new types of MBSs in response to
changes in the market or changes in government regulation of such securities. As
new types of these securities are developed and offered to investors, the
Adviser may, consistent with the investment objective and policies of a
Portfolio, consider making investments in such new types of securities.
WHEN-ISSUED SECURITIES AND DELAYED DELIVERY SECURITIES. Each 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 a Portfolio makes the commitment
to purchase securities on a when-issued or delayed delivery basis, the Portfolio
will record the transactions as a purchase and thereafter reflect the value each
day of such securities in determining its net asset value. If a 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. Failure of an issuer
to deliver the security may result in the Portfolio incurring a loss or missing
an opportunity to make an alternative investment. When a Portfolio agrees to
purchase a security on a when-issued or delayed delivery basis, its custodian
will set aside and maintain in a segregated account cash, U.S. Government
Securities or other liquid, high-grade debt securities with a market value at
all times at least equal to the amount of its commitment.
ILLIQUID SECURITIES. Each Portfolio may invest up to 10% of its net assets in
illiquid securities. The term "illiquid securities" for this purpose means
repurchase agreements not entitling the holder to payment of principal within
seven days and securities that are illiquid by virtue of legal or contractual
restrictions on resale or the absence of a readily available market.
The Board has ultimate responsibility for determining whether specific
securities are liquid or illiquid. The Board has delegated the function of
making day-to-day determinations of liquidity to the Adviser and, with respect
to certain types of restricted securities which may be deemed to be liquid, has
adopted guidelines to be followed by the Adviser. The Adviser takes into account
a number of factors in reaching liquidity decisions, including but not limited
to (1) the frequency of trades and quotations for the security; (2) the number
of dealers willing to purchase or sell the security and the number of other
potential buyers; (3) the willingness of dealers to undertake to make a market
in the security; (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; (5) whether the security is registered; and (6) if
the security is not traded in the United States, whether it can be freely traded
in a liquid foreign securities market. The Adviser monitors the liquidity of the
securities in each Portfolio's portfolio and reports periodically to the Board.
Certificates of deposit and fixed time deposits that carry an early withdrawal
penalty or mature in greater than seven days are treated by the Portfolio as
illiquid securities if there is no readily available market for the instrument.
REPURCHASE AGREEMENTS. In connection with entering into repurchase agreements
and securities loans, the Portfolios require continual maintenance by the
Trust's custodian of the market value of the underlying collateral in amounts
equal to, or in excess of, the repurchase price plus the transaction costs
(including loss of interest) that the Portfolios could expect repurchase
obligation, a Portfolio might suffer a loss to the extent that the proceeds from
the sale of the collateral were less than the repurchase price. In the event of
a counterparty's bankruptcy, a Portfolio might be delayed in, or prevented from,
selling the collateral for the Portfolio's benefit. The Adviser monitors the
creditworthiness of its repurchase agreement counterparties and securities
borrowers under the Board's general supervision and pursuant to specific Board
adopted procedures.
VARIABLE AND FLOATING RATE SECURITIES. The yield of variable and floating rate
securities varies in relation to changes in specific money market rates, such as
the Prime Rate. A "variable" interest rate adjusts at predetermined intervals
(for example, daily, weekly or monthly), while a "floating" interest rate
adjusts whenever a specified benchmark rate (such as the bank prime lending
rate) changes. These changes are reflected in adjustments to the yields of the
variable and floating rate securities, and different securities may have
different adjustment rates.
<PAGE>
Accordingly, as interest rates increase or decrease, the capital appreciation or
depreciation may be less on these obligations than for fixed rate obligations.
To the extent that the Portfolios invest in long-term variable or floating rate
securities, the Adviser believes that the Portfolios may be able to take
advantage of the higher yield that is usually paid on long-term securities.
Cash Portfolio also may purchase variable and floating rate master notes of
corporations, which are unsecured obligations redeemable upon notice that permit
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangement with the issuer of the instrument. These obligations include
master demand notes that permit investment of fluctuating amounts at varying
rates of interest pursuant to direct arrangement with the issuer of the
instrument. The issuer of these obligations often has the right, after a given
period, to prepay their outstanding principal amount of the obligations upon a
specified number of days' notice. These obligations generally are not traded,
nor generally is there an established secondary market for these obligations. To
the extent a demand note does not have a seven day or shorter demand feature and
there is no readily available market for the obligation, it is treated as an
illiquid security.
No Portfolio may purchase a variable or floating rate security whose interest
rate is adjusted based on a long-term interest rate or index, on two interest
rates or indexes, on an interest rate or index that materially lags short-term
market rates. All variable and floating rate securities purchased by the
Portfolio have an interest rate that is adjusted based on a single short-term
rate or index, such as the Prime Rate.
INVESTMENT COMPANY SECURITIES. In connection with managing their cash positions,
the Portfolios may invest in the securities of other investment companies that
are money market funds within the limits proscribed by the 1940 Act. Under
normal circumstances, each Portfolio invests up to 15% of its assets in money
market funds. Each Portfolio only invests in money market funds when it has
excess cash and the Adviser believes that the investment is in the best interest
of the Portfolio. In addition to a Portfolio's expenses (including the various
fees), as a shareholder in another investment company, a Portfolio bears its pro
rata portion of the other investment company's expenses (including fees). Those
expenses are not part of the portfolio's (or Fund's) expense ratio, but rather
are reflected in the yield of the investment in the money market fund.
ZERO-COUPON SECURITIES. All zero-coupon securities in which the Portfolio
invests will have a maturity of less than 13 months.
INVESTMENT LIMITATIONS
FUNDAMENTAL LIMITATIONS. The Portfolios have adopted the following fundamental
investment limitations that cannot be changed without the affirmative vote of
the lesser of (i) more than 50% of the outstanding interests of the Portfolio or
(ii) 67% of the shares of the Portfolio present or represented at an
interestholders meeting at which the holders of more than 50% of the outstanding
interests of the Portfolio are present or represented. Each Portfolio may not:
(1) With respect to 75% of its assets, purchase a security other than a
U.S. Government Security if, as a result, more than 5% of the
Portfolio's total assets would be invested in the securities of a
single issuer.
(2) Purchase securities if, immediately after the purchase, more than 25%
of the value of the Portfolio's total assets would be invested in the
securities of issuers having their principal business activities in the
same industry; provided, however, that there is no limit on investments
in U.S. Government Securities.
(3) Underwrite securities of other issuers, except to the extent that the
Portfolio may be considered to be acting as an underwriter in
connection with the disposition of portfolio securities.
(4) 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.
<PAGE>
(5) Purchase or sell physical commodities or contracts relating to physical
commodities, provided that currencies and currency-related contracts
will not be deemed to be physical commodities.
(6) Borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests) and except for entering into reverse
repurchase agreements, provided that borrowings do not exceed 33 1/3%
of the value of the Portfolio's total assets.
(7) Issue senior securities except as appropriate to evidence indebtedness
that the Portfolio is permitted to incur, and provided that the
Portfolio may issue shares of additional series or classes that the
Trustees may establish.
(8) Make loans except for loans of portfolio securities, through the use of
repurchase agreements, and through the purchase of debt securities that
are otherwise permitted investments.
(9) With respect to Government Cash Portfolio, purchase or hold any
security that (i) a Federally chartered savings association may not
invest in, sell, redeem, hold or otherwise deal pursuant to law or
regulation, without limit as to percentage of the association's assets
and (ii) pursuant to 12 C.F.R. Section 566.1 would cause shares of the
Portfolio not to be deemed to be short term liquid assets when owned by
Federally chartered savings associations.
In addition the Portfolios have adopted a fundamental policy which provides
that, notwithstanding any other investment policy or restriction (whether
fundamental), the Portfolio may invest all of its assets in the securities of a
single pooled investment fund having substantially the same investment
objectives, policies and restrictions as the Portfolio.
NONFUNDAMENTAL LIMITATIONS. The Portfolios have adopted the following
nonfundamental investment limitations that may be changed by the Board without
interestholder approval. Each Portfolio may not:
(a) With respect to 100% of its assets, purchase a security other than a
U.S. Government Security if, as a result, more than 5% of the
Portfolio's total assets would be invested in the securities of a
single issuer, unless the investment is permitted by Rule 2a-7 under
the 1940 Act.
(b) Purchase securities for investment while any borrowing equaling 5% or
more of the Portfolio's total assets is outstanding; and if at any time
the Portfolio's borrowings exceed the Portfolio's investment
limitations due to a decline in net assets, such borrowings will be
promptly (within three days) reduced to the extent necessary to comply
with the limitations. Borrowing for purposes other than meeting
redemption requests will not exceed 5% of the value of the Portfolio's
total assets.
(c) Purchase securities that have voting rights, except the Portfolio may
invest in securities of other investment companies to the extent
permitted by the 1940 Act.
(d) 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.
(e) 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), if as a result, more than 5% of
the value of the Portfolio's total assets would be so invested.
(f) Invest in or hold securities of any issuer other than the Portfolio if,
to the Portfolio's knowledge, those Trustees and officers of the Trust
or the Portfolio's investment 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.
<PAGE>
(g) Invest in oil, gas or other mineral exploration or development
programs, or leases, or in real estate limited partnerships; provided
that the Portfolio may invest in securities issued by companies engaged
in such activities.
(h) Acquire securities or invest in repurchase agreements with respect to
any securities if, as a result, more than 10% of the Portfolio's net
assets (taken at current value) would be invested in repurchase
agreements not entitling the holder to payment of principal within
seven days and in securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of a readily
available market.
OTHER INFORMATION. Except as required by the 1940 Act, if a percentage
restriction on investment or utilization of assets is adhered to at the time an
investment is made, a later change in percentage resulting from a change in the
market values of a Portfolio's assets, the change in status of a security or
purchases and redemptions of shares will not be considered a violation of the
limitation. For purposes of limitation (2): (i) loan participations are
considered to be issued by both the issuing bank and the underlying corporate
borrower; (ii) utility companies are divided according to their services (for
example, gas, gas transmission, electric and telephone will each be considered a
separate industry); and (iii) financial service companies will be classified
according to the end users of their services, for example, automobile finance,
bank finance and diversified finance will each be considered a separate
industry.
FINANCIAL INSTITUTION GUIDELINES
INVESTMENT BY SHAREHOLDERS THAT ARE BANKS - GOVERNMENT CASH PORTFOLIO.
Government Cash Portfolio invests only in instruments which, if held directly by
a bank or bank holding company organized under the laws of the United States or
any state thereof, would be assigned to a risk-weight category of no more than
20% under the current risk based capital guidelines adopted by the Federal bank
regulators (the "Guidelines"). In the event that the Guidelines are revised, the
Portfolio's portfolio will be modified accordingly, including by disposing of
portfolio securities or other instruments that no longer qualify under the
Guidelines. In addition, the Portfolio does not intend to hold in its portfolio
any securities or instruments that would be subject to restriction as to amount
held by a National bank under Title 12, Section 24 (Seventh) of the United
States Code. If the Portfolio's portfolio includes any instruments that would be
subject to a restriction as to amount held by a National bank, investment in the
Portfolio may be limited.
The Guidelines provide that shares of an investment fund are generally assigned
to the risk-weight category applicable to the highest risk-weighted security or
instrument that the fund is permitted to hold. Accordingly, Portfolio shares
should quality for a 20% risk weighting under the Guidelines. The Guidelines
also provide that, in the case of an investment fund whose shares should qualify
for a risk weighting below 100% due to limitations on the assets which it is
permitted to hold, bank examiners may review the treatment of the shares to
ensure that they have been assigned an appropriate risk-weight. In this
connection, the Guidelines provide that, regardless of the composition of an
investment fund's assets, shares of a fund may be assigned to the 100%
risk-weight category if it is determined that the fund engages in activities
that appear to be speculative in nature or has any other characteristics that
are inconsistent with a lower risk weighting. The Adviser has no reason to
believe that such a determination would be made with respect to the Portfolio.
Their are various subjective criteria for making this determination and,
therefore, it is not possible to provide any assurance as to how Portfolio
shares will be evaluated by bank examiners.
Before acquiring an interest (directly or indirectly), prospective investors
that are banks or bank holding companies, particularly those that are organized
under the laws of any country other than the United States or of any state,
territory or other political subdivision of the United States, and prospective
investors that are U.S. branches and agencies of foreign banks or Edge
Corporations, should consult all applicable laws, regulations and policies, as
well as appropriate regulatory bodies, to confirm that an investment in
Portfolio interests whether is permissible and in compliance with any applicable
investment or other limits.
Interests held by National banks are generally required to be revalued
periodically and reported at the lower of cost or market value. Such shares may
also be subject to special regulatory reporting, accounting and tax treatment.
In
<PAGE>
addition, a bank may be required to obtain specific approval from its board of
directors before acquiring an interest (either directly or indirectly) , and
thereafter may be required to review its investment for the purpose of verifying
compliance with applicable Federal banking laws, regulations and policies.
National banks generally must review their investment holding at least quarterly
to ensure compliance with established bank policies and legal requirements. Upon
request, the Portfolios will make available to its interestholders information
relating to the size and composition of their portfolio for the purpose of
providing interestholders and their shareholders, if applicable, with this
information.
INVESTMENT BY SHAREHOLDERS THAT ARE CREDIT UNIONS - GOVERNMENT CASH PORTFOLIO
AND TREASURY CASH PORTFOLIO. Government Cash Portfolio and Treasury Cash
Portfolio limit their investments to investments that are legally permissible
for Federally chartered credit unions under applicable provisions of the Federal
Credit Union Act (including 12 U.S.C. Section 1757(7), (8) and (15)) and the
applicable rules and regulations of the National Credit Union Administration
(including 12 C.F.R. Part 703, Investment and Deposit Activities), as such
statutes and rules and regulations may be amended. The Portfolios limit their
investments to U.S. Government Securities (including Treasury STRIPS) and
repurchase agreements fully collateralized by U.S. Government Securities.
Certain U.S. Government Securities owned by Government Cash Portfolio may be
mortgage or asset backed , but, except to reduce interest rate risk, no such
security will be (i) a stripped mortgage backed security ("SMBS"), (ii) a
collateralized mortgaged obligation ("CMO") or real estate mortgage investment
conduit ("REMIC") that meets any of the tests outlined in 12 C.F.R. Section
703.5(g) or (iii) a residual interest in a CMO or REMIC. In order to reduce
interest rate risk Government Cash Portfolio may purchase a SMBS, CMO, REMIC or
residual interest in a CMO or REMIC but only in accordance with 12 C.F.R.
Section 703.5(i). Government Cash Portfolio has no current intention to make any
such investment. Each Portfolio also may invest in reverse repurchase agreements
in accordance with 12 C.F.R 703.4(e) to the extent otherwise permitted hereunder
and in the Prospectus.
INVESTMENTS BY SHAREHOLDERS THAT ARE SAVINGS ASSOCIATIONS - GOVERNMENT CASH
PORTFOLIO AND TREASURY CASH PORTFOLIO. Government Cash Portfolio limits its
investments to investments that are legally permissible for Federally chartered
savings associations without limit as to percentage under applicable provisions
of the Home Owners' Loan Act (including 12 U.S.C. Section 1464) and the
applicable rules and regulations of the Office of Thrift Supervision, as such
statutes and rules and regulations may be amended. In addition, the Portfolio
limits its investments to investments that are permissible for an open-end,
investment company to hold and would permit shares of the investment company to
qualify as liquid assets under 12 C.F.R. Section 566.1(g) and as short-term
liquid assets under 12 C.F.R. Section 566.1(h). These policies may be amended
only by approval of the Portfolio's interestholders.
MANAGEMENT OF THE TRUST
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,* Trustee, Chairman and President (age 55)
President, Forum Financial Group, LLC (mutual fund services company
holding company). Mr. Keffer is also a director and/or officer of
various registered investment companies for which the various Forum
Financial Group of Companies provides services. His address is Two
Portland Square, Portland, Maine 04101.
Costas Azariadis, Trustee (age 54)
Professor of Economics, University of California, Los Angeles, since
July 1992. Prior thereto, Dr. Azariadis was Professor of Economics at
the University of Pennsylvania. His address is Department of Economics,
University of California, Los Angeles, 405 Hilgard Avenue, Los Angeles,
California 90024.
<PAGE>
James C. Cheng, Trustee (age 55)
President of Technology Marketing Associates (a marketing consulting
company) since September 1991. Prior thereto, Mr. Cheng was President
and Chief Executive Officer of Network Dynamics, Incorporated (a
software development company). His address is Two Portland Square,
Portland, Maine 04101.
J. Michael Parish, Trustee (age 54)
Partner at the law firm of Reid & Priest. Prior to 1995, Mr. Parish was
a partner at Winthrop Stimson Putnam & Roberts since 1989. His address
is 40 West 57th Street, New York, New York 10019.
Sara M. Morris, Vice President and Treasurer (age 34)
Chief Financial Officer, Forum Financial Group, LLC, with which she has
been associated since 1994. Prior thereto, from 1991 to 1994, Ms. Clark
was Controller of Wright Express Corporation (a national credit card
company) and for six years prior thereto was employed at Deloitte &
Touche LLP as an accountant. Ms. Clark is also an officer of various
registered investment companies for which the Forum Financial Group of
companies provides services. Her address is Two Portland Square,
Portland, Maine 04101.
David I. Goldstein, Vice President and Secretary (age 36)
General Counsel, Forum Financial Group, LLC, with which he has been
associated since 1991. Prior thereto, Mr. Goldstein was associated with
the law firm of Kirkpatrick & Lockhart LLP. Mr. Goldstein also serves
as an officer of various registered investment companies for which the
various Forum Financial Group of Companies provides services. His
address is Two Portland Square, Portland, Maine 04101.
Thomas G. Sheehan, Vice President and Assistant Secretary (age 43)
Director, Relationship Management, Forum Financial Group, LLC, 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.
Renee Walker, Assistant Secretary (age 27)
Assistant Relationship Manager, Forum Financial Group, LLC, 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 is paid $1,000 for each meeting of the Board attended
(whether in person or by electronic communication) plus $100 for each active
portfolio of the Trust and is paid $1000 for each committee meeting attended on
a date when a Board meeting is not held. As of August 31, 1997, there were
fifteen active portfolios of Core Trust (including the Portfolios). Trustees are
also reimbursed for travel and related expenses incurred in attending meetings
of the Board. No officer of the Trust is compensated or reimbursed for expenses
by the Trust. Since commencement of the Trust's operations, Mr. Keffer has not
accepted any fees for his services as Trustee. Trustee expenses were less than
$5,000 for the twelve months ended August 31, 1997.
The following table provides the aggregate compensation paid to each trustee of
the Trust for the twelve months ended August 31, 1997. The Trust has not adopted
any form of retirement plan covering trustees or officers of the Trust.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Accrued Annual
Aggregate Pension Benefits Upon Total
Trustee Compensation Benefits Retirement Compensation
------- ------------ -------- ---------- ------------
Mr. Azariadis $7,900 None None $7,900
Mr. Parish $7,900 None None $7,900
Mr. Cheng $7,900 None None $7,900
Mr. Keffer None None None None
</TABLE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Treasury Cash Fund, Government Cash Fund and Cash Fund, separate series of
Monarch Funds, a Delaware business trust registered with the SEC as an open-end,
management investment company, invests all of their investable assets in
Treasury Cash Portfolio, Government Cash Portfolio and Cash Portfolio,
respectively, and may be deemed to control the Portfolios.
Each registered investment company that invests in a Portfolio has informed the
Trust that whenever it or its separate series is requested to vote on matters
pertaining to a Portfolio, it 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 investment company would be required to have a shareholder meeting
if it directly held investment securities rather than invested in a Portfolio.
It is anticipated that any other registered investment company (or series
thereof) that may in the future invest in a Portfolio will follow the same or a
similar practice.
As of January 1, 1998, the officers and trustees of the Trust as a group owned
less than 1% of the outstanding interests of each Portfolio.
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISORY SERVICES
Forum Investment Advisors, LLC acts as investment adviser to each Portfolio
pursuant to an investment advisory agreement with the Trust. The Adviser 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.
The investment advisory agreements for each 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 investment advisory agreements provide that the Adviser shall not be liable
for any error of judgment or mistake of law or for any act or omission in
connection with its services, except for willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties or by reason of reckless
disregard of the Adviser's obligations and duties under the agreement.
The Adviser's investment advisory agreement with respect to a 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. With respect to each Portfolio, the
investment advisory agreement terminates automatically upon its assignment.
The investment advisory agreements provide that the Adviser may render service
to others.
The Adviser was established in 1987 and is indirectly wholly-owned and
controlled by John Y. Keffer. In connection with the January 2, 1998 acquisition
of Linden Asset Management, Inc. ("Linden"), the former investment adviser of
each Portfolio, the Adviser has entered into a consulting agreement with a new
company solely owned by Anthony R. Fischer, Jr., former owner, president and
sole director of Linden, under which Mr.
<PAGE>
Fischer continues to provide portfolio management services to the
Portfolios under the supervision of the Adviser. Mr. Fischer has over
20 years experience in managing pools of assets. He has managed the
Portfolios' (and prior to September 1995, the Portfolios" predecessor
mutual funds) assets since October 1992. Prior thereto, he was as
Senior Vice President and Treasurer of United California Savings Bank,
Santa Ana, California from 1984 to 1989 and, immediately prior
thereto, as a Manager for five years at PaineWebber Jackson & Curtis,
New York, New York.
Table 1 in Appendix A shows the dollar amount of investment advisory fees paid
by the Portfolios.
ADMINISTRATIVE SERVICES
ADMINISTRATOR. Pursuant to an administration agreement with the Trust, Forum
supervises the overall administration of the Trust which includes, among other
responsibilities, overseeing the performance of administrative and professional
services rendered to the Trust by others, including its custodian, transfer
agent and fund accountant as well as legal and auditing services; preparing and
printing the periodic updating of the Trust's registration statement, tax
returns, and reports to interestholders and the SEC; preparing, filing and
maintaining the Trust's governing documents; preparing and disseminating
materials for meetings of the Board; and providing the Trust with general office
facilities.
The administration agreement between Forum and the Trust will continue in effect
with respect to a Portfolio only if such continuance is specifically approved at
least annually by the Board or by the interestholders of that portfolio and, in
either case, by a majority of the Trustees who are not parties to the agreement
or interested persons of any such party.
The administration agreement with respect to each 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.
The administration agreement provides that Forum shall not be liable for any
error of judgment or mistake of law or for any act or omission in the
administration of the Trust, except for willful misfeasance, bad faith or gross
negligence in the performance of Forum's duties or by reason of reckless
disregard of Forum's obligations and duties under the agreement.
At the request of the Board, Forum provides persons satisfactory to the Board to
serve as officers of the Trust. Those officers, as well as certain other
employees and Trustees of the Trust, may be directors, officers or employees of
Forum, the Adviser, FFSI or their affiliates.
Table 2 in Appendix A shows the dollar amount of administration fees paid by the
Portfolios. Prior to December 1, 1997, FFSI acted as administrator of the Trust
under an agreement substantially identical to the current administration
agreement between Forum and the Trust.
FUND ACCOUNTANT AND INTERESTHOLDER RECORDKEEPER
Pursuant to an Fund Accounting and Interestholder Recordkeeper Agreement, Forum
Accounting acts as interestholder recordkeeper and fund accountant for the
Portfolios. This agreement is automatically renewed each year for an additional
term of one year.
Under its agreement, Forum Accounting prepares and maintains books and records
of each Portfolio on behalf of the Trust that are required to be maintained
under the 1940 Act, calculates the net asset value per share of each Portfolio
(and each investor therein) and prepares periodic reports to interestholders of
the Portfolios and the SEC. For these services and its services as
interestholder recordkeeper of the Portfolios, wherein it accounts for the
interest of each investor in the Portfolios, Forum Accounting receives from the
Trust with respect to each Portfolio a fee of the lesser of 0.05% of the average
daily net assets of each Portfolio or $48,000 plus, for each interestholder in a
Portfolio above one (excluding Forum and its affiliates), $6,000 per year. In
addition, Forum Accounting is paid
<PAGE>
an additional $12,000 per year with respect to Portfolios with more
than 25% of their total assets invested in asset backed securities,
that have more than 100 security positions or that have a monthly
portfolio turnover rate of 10% or greater.
Forum Accounting is required to use its best judgment and efforts in rendering
its services and is not be liable to the Trust for any action or inaction in the
absence of bad faith, willful misconduct or gross negligence. Forum Accounting
is not responsible or liable for any failure or delay in performance of its fund
accounting obligations arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control and the Trust has agreed to
indemnify and hold harmless Forum Accounting, its employees, agents, officers
and directors against and from any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character arising out of or in any way related to
Forum Accounting's actions taken or failures to act with respect to a Portfolio
or based, if applicable, upon information, instructions or requests with respect
to a Portfolio given or made to Forum Accounting by an officer of the Trust duly
authorized. This indemnification does not apply to Forum Accounting's actions
taken or failures to act in cases of Forum Accounting's own bad faith, willful
misconduct or gross negligence.
Table 3 in Appendix A shows the dollar amount of fees paid under the Fund
Accounting and Interestholder Recordkeeper Agreement with respect to each
Portfolio.
CUSTODIAN
Pursuant to a Custodian Contract with the Trust, Imperial Trust Company, 201 N.
Figueroa Street, Suite 610, Los Angeles, California 90012 acts as the custodian
of each Portfolio's assets. The custodian's responsibilities include
safeguarding and controlling the Portfolios cash and securities and determining
income payable on and collecting interest on Portfolio investments. The Trust
pays the custodian a fee at an annual rate of 0.025% of each Portfolio's average
daily net assets. The custodian is in no way responsible for the investment of
the Portfolios' assets.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP serves as independent auditors for the Portfolios and have
so served since the Portfolios commenced operations.
EXPENSES
The Trust pays all of its expenses, including: interest charges, taxes,
brokerage fees and commissions; expenses of issue, repurchase and redemption of
shares; premiums of insurance for the Trust, its Trustees and officers and
fidelity bond premiums; applicable fees, interest charges and expenses of third
parties, including the Trust's administrators, investment advisers, custodians,
interestholder recordkeepers and fund accountant; fees of pricing, interest,
distribution, credit and other reporting services; costs of membership in trade
associations; telecommunications expenses; funds transmission expenses;
auditing, legal and compliance expenses; costs of forming the Trust and
maintaining its existence; costs of preparing and printing the Trust's offering
memoranda and interestholder reports and delivering them to interestholders;
expenses of meetings of interestholders and any proxy solicitations therefore;
costs of maintaining books and accounts and preparing tax returns; costs of
reproduction, stationery and supplies; fees and expenses of the Trust's
Trustees; compensation of the Trust's officers and employees and costs of other
personnel (who may be employees of the Adviser, Forum or their respective
affiliates) performing services for the Trust; costs of Trustee meetings; SEC
registration fees and related expenses (if any); and state or foreign securities
laws registration fees and related expenses (if any).
BROKERAGE ALLOCATION AND OTHER PRACTICES
Purchases and sales of portfolio securities for each Portfolio usually are
principal transactions. Portfolio securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities.
Purchases from underwriters 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
<PAGE>
price. There usually are no brokerage commissions paid for any
purchases. While the Trust does not anticipate that the Portfolios
will pay any amounts of commission, in the event a Portfolio pays
brokerage commissions or other transaction-related compensation, the
payments may be made to broker-dealers who pay expenses of the
Portfolio that it would otherwise be obligated to pay itself. Any
transaction for which a Portfolio pays transaction-related
compensation will be effected at the best price and execution
available, taking into account the amount of any payments made on
behalf of the Portfolio by the broker-dealer effecting the
transaction.
Allocations of transactions to dealers and the frequency of transactions are
determined for each Portfolio by the Adviser in its best judgment and in a
manner deemed to be in the best interest of shareholders of that Portfolio
rather than by any formula. The primary consideration is prompt execution of
orders in an effective manner and at the most favorable price available to the
Portfolio.
Investment decisions for the Portfolios 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. If, however, a Portfolio and other investment companies
or accounts managed by the Adviser are contemporaneously engaged in the purchase
or sale of the same security, the transactions may be averaged as to price and
allocated equitably to each account. In some cases, this policy might adversely
affect the price paid or received by a Portfolio or the size of the position
obtainable for the Portfolio. In addition, when purchases or sales of the same
security for a Portfolio and for other investment companies managed by the
Adviser occur contemporaneously, the purchase or sale orders may be aggregated
in order to obtain any price advantages available to large denomination
purchases or sales.
For the Portfolios' fiscal years ended August 31, 1996 and 1997, no Portfolio
paid any brokerage commission.
No portfolio transactions are executed with the Adviser, Forum or any of their
affiliates.
CAPITAL STOCK AND OTHER SECURITIES
Under the Trust Instrument, the Trustees are authorized to issue beneficial
interest in one or more separate and distinct series. Investments in each
Portfolio have no preference, preemptive, conversion or similar rights and are
fully paid and nonassessable, except as set forth below. Each investor in a
Portfolio is entitled to a vote in proportion to the amount of its investment
therein. Investors in the Portfolios will all vote together in certain
circumstances (e.g., election of the Trustees and ratification of auditors, as
required by the 1940 Act and the rules thereunder). One or more Portfolios could
control the outcome of these votes. Investors do not have cumulative voting
rights, and investors holding more than 50 percent of the aggregate interests in
the Trust or in a Portfolio, as the case may be, may control the outcome of
votes. The Trust is not required and has no current intention to hold annual
meetings of investors, but the Trust will hold special meetings of investors
when (1) a majority of the Trustees determines to do so or (2) investors holding
at least 10 percent of the interests in the Trust (or a Portfolio) request in
writing a meeting of investors in the Trust (or Portfolio). Except for certain
matters specifically described in the Trust Instrument, the Trustees may amend
the Trust's Trust Instrument without the vote of investors.
The Trust, with respect to a Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the Trust's Board. A Portfolio may be terminated (1) upon liquidation and
distribution of its assets, if approved by the vote of a majority of the
Portfolio's outstanding voting securities (as defined in the 1940 Act) or (2) by
the Trustees on written notice to the Portfolio's investors. Upon liquidation or
dissolution of any Portfolio, the investors therein would be entitled to share
pro rate in its net assets available for distribution to investors.
The Trust is organized as a business trust under the laws of the State of
Delaware. The Trust's interestholders are not personally liable for the
obligations of the Trust under Delaware law. The Delaware Business Trust Act
provides that an interestholder of a Delaware business trust shall be entitled
to the same limitation of liability extended to shareholders of private
corporations for profit. However, no similar statutory or other authority
limiting business trust interestholder liability exists in many other states,
including Texas. As a result, to the extent that the Trust or an interestholder
is subject to the jurisdiction of courts in those states, the courts may not
apply Delaware law, and may thereby subject the Trust to liability. To guard
against this risk, the Trust Instrument of the Trust
<PAGE>
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
Each Portfolio does not determine net asset value on the following holidays: New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving and
Christmas.
Pursuant to Rule 2a-7 under the 1940 Act, the Board has established procedures
to stabilize each Portfolio's net asset value at $1.00 per unit. These
procedures include a review of the extent of any deviation of net asset value
per share as a result of fluctuating interest rates, based on available market
rates, from each Portfolio's $1.00 amortized cost price per unit. Should that
deviation exceed 1/2 of 1%, the Board will consider whether any action should be
initiated to eliminate or reduce material dilution or other unfair results to
interestholders. Such action may include redemption of units in kind, selling
portfolio securities prior to maturity, reducing or withholding distributions
and utilizing a net asset value per unit as determined by using available market
quotations.
In determining the appropriate market value of portfolio investments, the
Portfolios may employ outside organizations, which may use a matrix or formula
method that takes into consideration market indices, matrices, yield curves and
other specific adjustments. This may result in the securities being valued at a
price different from the price that would have been determined had the matrix or
formula method not been used. All cash, receivables and current payables are
carried at their face value.
TAX STATUS
Each Portfolio is classified for federal income tax purposes as a separate
partnership that will not be a "publicly traded partnership." As a result, no
Portfolio will be subject to federal income tax; instead, each investor in a
Portfolio will be required to take into account in determining its federal
income tax liability its share of the Portfolio's income, gains, losses,
deductions, and credits, without regard to whether it has received any cash
distributions from the Portfolio. Each Portfolio also will not be subject to
Delaware income or franchise tax.
Each investor in a Portfolio will be deemed to own a proportionate share of the
Portfolio's assets, and to earn a proportionate share of the Portfolio's income.
Each Portfolio intends to conduct its operations so that interestholders that
intend to qualify as regulated investment companies under the Code will be able
to satisfy all those requirements (assuming that the interestholder invests all
of its assets in a Portfolio).
Distributions to an investor from a Portfolio (whether pursuant to a partial or
complete withdrawal or otherwise) will not result in the investor's recognition
of any gain or loss for federal income tax purposes, except that (1) gain will
be recognized to the extent any cash that is distributed exceeds the investor's
basis for its interest in the Portfolio before the distribution, (2) income or
gain will be recognized if the distribution is in liquidation of the investor's
entire interest in the Portfolio and includes a disproportionate share of any
unrealized receivables held by the Portfolio, (3) loss will be recognized if a
liquidation distribution consists solely of cash and/or unrealized receivables,
and (4) gain or loss may be recognized on a distribution to an investor that
contributed property to the Portfolio. An investor's basis for its interest in a
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.
<PAGE>
PLACEMENT AGENT
Forum Financial Services, Inc., Two Portland Square, Portland, Maine 04101
serves as the Trust's placement agent. Forum receives no compensation for such
placement agent services.
CALCULATIONS OF PERFORMANCE DATA
YIELD INFORMATION
Each Portfolio may provide current annualized and effective annualized yield
quotations. These quotations may from time to time be used in interestholder
reports or other communications to interestholders or investors. All performance
information supplied by a Portfolio is historical and is not intended to
indicate future returns.
In performance advertising, the Portfolios may compare any of their performance
information with data published by independent evaluators such as Morningstar,
Lipper Analytical Services, Inc., IBC Financial Data, Inc. or CDA/Wiesenberger
or other companies which track the investment performance of investment
companies ("Portfolio Tracking Companies"). The Portfolios may also compare any
of their performance information with the performance of recognized stock, bond
and other indexes. The Portfolios may also refer in such materials to mutual
Portfolio performance rankings and other data published by Portfolio Tracking
Companies. Performance advertising may also refer to discussion of a Portfolio
and comparative mutual Portfolio data and ratings reported in independent
periodicals, such as newspapers and financial magazines.
Although published yield information is useful to investors in reviewing
performance, interestholders should be aware that each Portfolio's yield
fluctuates from day to day and that the class' yield for any given period is not
an indication or representation by the Portfolio of future yields or rates of
return. Yields are not fixed or guaranteed, and an investment in a Portfolio is
not insured or guaranteed. Accordingly, yield information may not necessarily be
used to compare the Portfolio with investment alternatives which, like money
market instruments or bank accounts, may provide a fixed rate of interest. Also,
it may not be appropriate directly to compare a Portfolio's yield information to
similar information of investment alternatives which are insured or guaranteed.
Income calculated for the purpose of determining yield differs from income as
determined for other accounting purposes. Because of the different accounting
methods used, and because of the compounding assumed in yield calculations, the
quoted yield may differ from the rate of income reported in the Portfolio's
financial statements.
OTHER PERFORMANCE AND SALES LITERATURE MATTERS
Total returns quoted reflect all aspects of a Portfolio's return. Average annual
returns generally are calculated by determining the growth or decline in value
of a hypothetical historical investment in a Portfolio over a stated period, and
then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. While average annual returns are a convenient means of
comparing investment alternatives, investors should realize that the performance
is not constant over time but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of the Portfolios.
Average annual total return is calculated by finding the average annual
compounded rates of return of a hypothetical investment, over such periods
according to the following formula:
P(1+T)n = ERV
Where:
P = a hypothetical initial payment of $1,000 T = average
annual total return n = number of years
ERV = ending redeemable value: ERV is the value, at the end of
the applicable period, of a hypothetical $1,000 payment made
at the beginning of the applicable period.
<PAGE>
FINANCIAL STATEMENTS
The Schedules of Investments, Statements of Assets and Liabilities, Statements
of Operations, Statements of Changes in Net Assets, and notes thereto, of the
Portfolios for the fiscal year ended August 31, 1997 and the Independent
Auditors' Report thereon, attached hereto, are incorporated herein by reference.
<PAGE>
APPENDIX A
MISCELLANEOUS TABLES
TABLE 1 - INVESTMENT ADVISORY FEES
Prior to January 1, 1998, the Portfolios paid advisory fees to Linden Asset
Management, Inc., the Portfolios' investment adviser.
For the fiscal year ended August 31, 1997, the fees paid under the Investment
Advisory Agreement with respect to each Portfolio were:
Treasury Cash Portfolio $19,083
Government Cash Portfolio $196,857
Cash Portfolio $79,965
For the fiscal year ended August 31, 1996, the fees paid under the Investment
Advisory Agreement with respect to each Portfolio were:
Treasury Cash Portfolio $12,930
Government Cash Portfolio $156,552
Cash Portfolio $38,083
TABLE 2 - ADMINISTRATION FEES
For the fiscal year ended August 31, 1997, the fees payable by the Portfolios
for administrative services were:
<TABLE>
<S> <C> <C> <C>
ACCRUED FEE FEE WAIVED FEE PAID
Treasury Cash Portfolio $24,287 $14,346 $9.941
Government Cash Portfolio $252,821 $0 $252,821
Cash Portfolio $92,652 $7,621 $85,031
For the fiscal year ended August 31, 1996, the fees payable by the Portfolios
for administrative services were:
ACCRUED FEE FEE WAIVED FEE PAID
Treasury Cash Portfolio $19,902 $17,696 $1,506
Government Cash Portfolio $230,634 $0 $230,634
Cash Portfolio $56,113 $12,698 $43,415
</TABLE>
<PAGE>
TABLE 3 - FUND ACCOUNTING AND INTERESTHOLDER RECORDKEEPING FEES
For the fiscal year ended August 31, 1997, the fees payable by the Portfolios
under the Fund Accounting and Interestholder Recordkeeping Agreement were:
<TABLE>
<S> <C> <C> <C>
ACCRUED FEE FEE WAIVED FEE PAID
Treasury Cash Portfolio $24,279 $0 $24,279
Government Cash Portfolio $48,000 $0 $48,000
Cash Portfolio $48,000 $0 $48,000
For the fiscal year ended August 31, 1996, the fees payable by the Portfolios
under the Fund Accounting and Interestholder Recordkeeping Agreement were:
ACCRUED FEE FEE WAIVED FEE PAID
Treasury Cash Portfolio $28,518 $2,259 $26,259
Government Cash Portfolio $42,000 $0 $42,000
Cash Portfolio $42,000 $2,259 $39,741
</TABLE>
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
- - ------------------------------------------------------------------------------
The Board of Trustees and Interestholders
Core Trust (Delaware)
We have audited the accompanying statements of assets and liabilities of
Treasury Cash Portfolio, Government Cash Portfolio, and Cash Portfolio, series
of Core Trust (Delaware) (the Portfolios), including the schedules of
investments, as of August 31, 1997, and the related statements of operations for
the year then ended and the statements of changes in net assets for each of the
years in the two-year period then ended. These financial statements are the
responsibility of the Portfolios' management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of August 31, 1997 by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Treasury Cash Portfolio,
Government Cash Portfolio, and Cash Portfolio as of August 31, 1997, the results
of their operations for the year then ended and the changes in their net assets
for each of the years in the two-year period then ended, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick LLP
Boston, Massachusetts
October 3, 1997
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
TREASURY CASH PORTFOLIO
SCHEDULE OF INVESTMENTS
AUGUST 31, 1997
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE SECURITY
AMOUNT DESCRIPTION VALUE
- - ------------ ------------------------------ -----------
<C> <S> <C>
U.S. TREASURY BILLS (A) (73.0%)
$15,000,000 4.97%, 9/4/97................. $14,995,858
22,000,000 5.18%, 9/18/97................ 21,948,876
15,000,000 5.04%, 9/25/97................ 14,951,700
-----------
Total U.S. Treasury Bills 51,896,434
-----------
REPURCHASE AGREEMENTS (27.0%)
10,000,000 Nomura Securities, 5.53%,
9/2/97, to be repurchased at
$10,006,144; Collateralized
by $10,000,000 U.S. Treasury
Note, 5.88%, 10/31/98....... 10,000,000
9,200,000 Smith Barney, 5.50%, 9/2/97,
to be repurchased at
$9,205,622; Collateralized
by $9,210,000 U.S. Treasury
Bond, 6.75%, 8/15/25........ 9,200,000
-----------
Total Repurchase Agreements 19,200,000
-----------
Total Investments (100.0%) $71,096,434
-----------
-----------
</TABLE>
(A) Annualized yields at time of purchase.
See Notes to Financial Statements.
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
GOVERNMENT CASH PORTFOLIO
SCHEDULE OF INVESTMENTS
AUGUST 31, 1997
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE SECURITY
AMOUNT DESCRIPTION VALUE
- - ------------ ------------------------------ ------------
<C> <S> <C>
U.S. GOVERNMENT SECURITIES (64.2%)
FEDERAL FARM CREDIT BANK (B)(3.8%)
$18,000,000 5.51%, 4/1/99................. $ 18,000,000
FEDERAL HOME LOAN BANK (A) (3.2%)
15,000,000 5.42%, 9/12/97................ 14,977,416
FEDERAL NATIONAL MORTGAGE ASSOCIATION (A)(25.0%)
38,590,000 5.45%, 9/12/97................ 38,531,633
67,000,000 5.45%, 9/15/97................ 66,868,153
13,565,000 5.45%, 9/29/97................ 13,509,604
------------
Total Federal National Mortgage Association 118,909,390
------------
SMALL BUSINESS ADMINISTRATION (B)(12.7%)
396,208 Pool# 500545, 8.38%,
3/25/03..................... 398,567
400,744 Pool# 500746, 7.75%,
11/25/01.................... 400,744
1,316,936 Pool# 501077, 7.00%,
11/25/14.................... 1,329,259
2,537,728 Pool# 501308, 7.00%,
10/25/15.................... 2,596,521
3,474,044 Pool# 501543, 6.88%,
7/25/16..................... 3,489,518
476,870 Pool# 501628, 8.38%,
9/25/04..................... 476,870
1,496,499 Pool# 501690, 6.63%,
12/25/16.................... 1,508,193
1,977,024 Pool# 501898, 6.75%,
7/25/17..................... 1,986,144
7,425,344 Pool# 502150, 6.50%,
2/25/18..................... 7,545,123
720,884 Pool# 502161, 6.50%,
2/25/18..................... 727,425
4,234,179 Pool# 502208, 6.50%,
2/25/18..................... 4,304,032
2,285,160 Pool# 502306, 6.50%,
2/25/18..................... 2,322,533
3,240,455 Pool# 502613, 6.50%,
4/25/19..................... 3,240,455
1,228,725 Pool# 503058, 6.38%,
7/25/15..................... 1,228,725
1,796,427 Pool# 503082, 6.38%,
8/25/20..................... 1,796,427
2,422,208 Pool# 503120, 6.38%,
11/25/20.................... 2,422,208
476,247 Pool# 503121, 6.38%,
8/25/15..................... 476,247
3,020,638 Pool# 503232, 6.13%,
12/25/15.................... 3,020,638
1,239,839 Pool# 503278, 6.13%,
2/25/21..................... 1,239,814
2,956,148 Pool# 503431, 6.25%,
7/25/21..................... 2,957,922
3,683,718 Pool# 503461, 6.25%,
9/25/21..................... 3,685,951
3,482,960 Pool# 503472, 6.25%,
8/25/21..................... 3,485,060
1,230,514 Pool# 503553, 6.13%,
11/25/21.................... 1,227,449
5,131,030 Pool# 503671, 6.13%,
3/25/22..................... 5,131,030
1,994,249 Pool# 503754, 6.13%,
5/25/22..................... 1,994,249
1,216,575 Pool# 503780, 6.13%,
3/25/22..................... 1,218,090
------------
Total Small Business Administration 60,209,194
------------
STUDENT LOAN MARKETING ASSOCIATION (B)(4.8%)
8,000,000 5.41%, 8/20/98................ 8,000,000
10,000,000 5.41%, 11/10/98............... 10,000,000
5,000,000 5.43%, 1/13/99................ 5,000,000
------------
Total Student Loan Marketing Association 23,000,000
------------
<CAPTION>
FACE SECURITY
AMOUNT DESCRIPTION VALUE
- - ------------ ------------------------------ ------------
<C> <S> <C>
STUDENT LOAN MARKETING ASSOCIATION--DISCOUNT NOTES
(A)(14.7%)
$70,000,000 5.44%, 9/2/97................. $ 70,000,000
------------
Total U.S. Government Securities 305,096,000
------------
REPURCHASE AGREEMENTS (35.8%)
45,000,000 Bear, Stearns & Co., Inc.,
5.63%, 9/2/97, to be
repurchased at $45,028,150;
Collateralized by
$66,130,386 FHLMC--GNMA 7
PO, 0%, 6/17/27............. 45,000,000
15,000,000 Nomura Securities, 5.58%,
9/2/97, to be repurchased at
$15,009,300; Collateralized
by $37,095,000 FNMA 251 PO,
0%, 11/1/23................. 15,000,000
45,150,000 Nomura Securities, 5.61%,
9/2/97, to be repurchased at
$45,178,144; Collateralized
by $61,305,000 FNMA 281 PO,
0%, 11/1/26................. 45,150,000
65,000,000 Smith Barney, 5.59%, 9/2/97,
to be repurchased at
$65,070,651; Collateralized
by $50,000,000 FHLMC 184 PO,
0%, 5/1/27; $8,700,000 FHLMC
1695 AC, 6.09%, 1/15/24;
$27,500,000 FNMA 1992-197 A,
6.50%, 7/25/18.............. 65,000,000
------------
Total Repurchase Agreements 170,150,000
------------
Total Investments (100.0%) $475,246,000
------------
------------
</TABLE>
(A) Annualized yields at time of purchase.
(B) Certain securities are deemed to have a maturity remaining until the next
readjustment of the interest rate or the longer of the demand period or
readjustment. The interest rates shown reflect the rate in effect on August
31, 1997.
FHLMC--Federal Home Loan Mortgage Corporation
FNMA--Federal National Mortgage Association
GNMA--Government National Mortgage Association
See Notes to Financial Statements.
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
CASH PORTFOLIO
SCHEDULE OF INVESTMENTS
AUGUST 31, 1997
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FACE SECURITY
AMOUNT DESCRIPTION VALUE
- - ------------ ------------------------------ ------------
<C> <S> <C>
U.S. GOVERNMENT SECURITIES (45.8%)
FEDERAL FARM CREDIT BANK (A) (14.6%)
$38,000,000 5.44%, 9/3/97................. $ 37,994,258
------------
SMALL BUSINESS ADMINISTRATION (B) (8.0%)
359,486 Pool# 500536, 7.50%,
5/25/13..................... 365,858
637,976 Pool# 500730, 8.38%,
2/25/04..................... 652,365
8,414 Pool# 500737, 7.75%,
12/25/97.................... 8,414
46,995 Pool# 501256, 7.45%,
7/25/98..................... 46,995
1,533,813 Pool# 501733, 6.50%,
2/25/17..................... 1,558,776
1,592,429 Pool# 501989, 6.63%,
10/25/12.................... 1,602,943
435,494 Pool# 502914, 6.50%,
3/25/15..................... 435,969
1,904,988 Pool# 503121, 6.38%,
9/25/15..................... 1,904,988
5,678,187 Pool# 503429, 6.25%,
6/25/16..................... 5,678,187
920,929 Pool# 503461, 6.25%,
9/25/21..................... 921,495
4,533,406 Pool# 503553, 6.13%,
11/25/21.................... 4,521,251
2,991,374 Pool# 503754, 6.13%,
5/25/22..................... 2,991,374
------------
Total Small Business Administration 20,688,615
------------
STUDENT LOAN MARKETING ASSOCIATION (B)(3.1%)
6,000,000 5.61%, 1/21/98................ 6,000,000
2,000,000 5.60%, 2/17/98................ 2,000,000
------------
Student Loan Marketing Association 8,000,000
STUDENT LOAN MARKETING ASSOCIATION DISCOUNT NOTES(A)(20.1%)
52,000,000 5.44%, 9/2/97................. 52,000,000
------------
Total U.S. Government Securities 118,682,873
------------
BANK NOTES (B)(3.1%)
7,998,304 Bankers Trust New York Corp.,
5.66%, 7/21/98.............. 7,998,304
------------
COMMERCIAL PAPER (A)(8.9%)
5,000,000 American Express Credit Corp.,
5.54%, 9/17/97.............. 4,988,458
8,000,000 Ford Motor Credit Corp.,
5.54%, 9/17/97.............. 7,981,533
10,000,000 General Electric Capital
Corp., 5.52%, 10/7/97....... 9,946,333
------------
Total Commercial Paper 22,916,324
------------
CORPORATE NOTES (8.1%)
6,000,000 Bank of America N.A., 5.65%
V/R, 4/16/98................ 6,000,000
<CAPTION>
FACE SECURITY
AMOUNT DESCRIPTION VALUE
- - ------------ ------------------------------ ------------
<C> <S> <C>
CORPORATE NOTES, CONTINUED:
$ 5,000,000 Bear, Stearns & Co., Inc.,
5.63% V/R, 1/6/98........... $ 5,000,000
5,000,000 Merrill Lynch & Co., Inc.,
5.61% V/R, 3/4/98........... 4,999,885
5,000,000 Merrill Lynch & Co., Inc.,
5.68% V/R, 7/24/98.......... 5,000,000
------------
Total Corporate Notes 20,999,885
------------
REPURCHASE AGREEMENTS (34.1%)
25,000,000 Bear, Stearns & Co., Inc.,
5.63%, 9/2/97, to be
repurchased at $25,015,639;
Collateralized by
$36,860,000 FHLMC - GNMA
7 PO, 0%, 6/17/27........... 25,000,000
28,310,000 Nomura Securities, 5.61%,
9/2/97, to be repurchased at
$28,327,647; Collateralized
by $38,440,000 FNMA 281 PO,
0%, 11/1/26................. 28,310,000
35,000,000 Smith Barney, 5.59%, 9/2/97,
to be repurchased at
$35,038,043; Collateralized
by $50,000,000 FHLMC 183 IO,
7.00%, 4/1/27; $25,000,000
FHLMC 1611 G, 6.19%,
5/15/21; $15,000,000 FNMA
1993-172 F, 6.03%,
9/25/00..................... 35,000,000
------------
Total Repurchase Agreements 88,310,000
------------
Total Investments (100.0%) $258,907,386
------------
------------
</TABLE>
(A) Annualized yields at time of purchase.
(B) Certain securities are deemed to have a maturity remaining until the next
readjustment of the interest rate or the longer of the demand period or
readjustment. The interest rates shown reflect the rate in effect on August
31, 1997.
FHLMC--Federal Home Loan Mortgage Corporation
FNMA--Federal National Mortgage Association
GNMA--Government National Mortgage Association
V/R --Variable Rate
See Notes to Financial Statements.
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES
AUGUST 31, 1997
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TREASURY GOVERNMENT
CASH CASH CASH
PORTFOLIO PORTFOLIO PORTFOLIO
------------- --------------- --------------
<S> <C> <C> <C>
ASSETS:
Investments: (Note 2)
Investments at amortized cost................................ $ 51,896,434 $ 305,096,000 $ 170,597,386
Repurchase agreements at cost................................ 19,200,000 170,150,000 88,310,000
------------- --------------- --------------
Total investments at value................................. 71,096,434 475,246,000 258,907,386
Cash........................................................... 17,471 34,002 33,236
Interest and other receivables................................. 1,459 1,572,436 579,311
Organization costs, net of amortization (Note 2)............... 718 13,169 3,562
------------- --------------- --------------
Total Assets..................................................... 71,116,082 476,865,607 259,523,495
------------- --------------- --------------
LIABILITIES:
Payable to adviser (Note 3).................................... 2,401 16,970 8,218
Payable to other related parties (Note 3)...................... 4,490 30,672 6,996
Accrued expenses............................................... 6,671 49,220 17,270
------------- --------------- --------------
Total Liabilities................................................ 13,562 96,862 32,484
------------- --------------- --------------
NET ASSETS....................................................... $ 71,102,520 $ 476,768,745 $ 259,491,011
------------- --------------- --------------
------------- --------------- --------------
COMPONENTS OF NET ASSETS:
Investors' capital............................................. $ 71,102,520 $ 476,768,745 $ 259,491,011
------------- --------------- --------------
NET ASSETS....................................................... $ 71,102,520 $ 476,768,745 $ 259,491,011
------------- --------------- --------------
------------- --------------- --------------
</TABLE>
See Notes to Financial Statements.
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 1997
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TREASURY GOVERNMENT
CASH CASH CASH
PORTFOLIO PORTFOLIO PORTFOLIO
------------ --------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income.................................................. $2,597,996 $ 27,916,906 $ 10,383,977
------------ --------------- -------------
EXPENSES:
Investment advisory (Note 3)..................................... 19,083 196,857 72,872
Administration (Note 3).......................................... 24,287 252,821 92,652
Custody.......................................................... 12,143 126,410 46,326
Accounting (Note 3).............................................. 24,279 48,000 48,000
Legal (Note 3)................................................... 1,217 13,307 4,723
Audit............................................................ 3,664 25,895 12,541
Trustees......................................................... 754 4,888 1,919
Miscellaneous.................................................... 1,786 32,388 6,572
------------ --------------- -------------
Total expenses..................................................... 87,213 700,566 285,605
Fees waived (Note 4)............................................... (14,346) -- (7,621)
------------ --------------- -------------
Net expenses....................................................... 72,867 700,566 277,984
------------ --------------- -------------
NET INVESTMENT INCOME.............................................. 2,525,129 27,216,340 10,105,993
------------ --------------- -------------
NET REALIZED GAIN (LOSS) ON INVESTMENTS SOLD....................... 2,441 (27,824) (8,648)
------------ --------------- -------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............... $2,527,570 $ 27,188,516 $ 10,097,345
------------ --------------- -------------
------------ --------------- -------------
</TABLE>
See Notes to Financial Statements.
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED AUGUST 31, 1996 AND 1997
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TREASURY GOVERNMENT
CASH CASH CASH
PORTFOLIO PORTFOLIO PORTFOLIO
--------------- ----------------- ---------------
<S> <C> <C> <C>
NET ASSETS--September 1, 1995............................... $ -- $ -- $ --
--------------- ----------------- ---------------
OPERATIONS:
Net investment income..................................... 2,035,977 25,307,996 6,173,705
Net realized gain (loss) on investments sold.............. 3,474 11,721 6,420
--------------- ----------------- ---------------
Net increase (decrease) in net assets resulting from
operations............................................ 2,039,451 25,319,717 6,180,125
--------------- ----------------- ---------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
Contributions............................................. 338,723,762 1,854,582,628 466,894,348
Withdrawals............................................... (257,291,547) (1,371,802,551) (346,791,550)
--------------- ----------------- ---------------
Net transactions in investors' beneficial interests..... 81,432,215 482,780,077 120,102,798
--------------- ----------------- ---------------
Net increase (decrease)................................. 83,471,666 508,099,794 126,282,923
--------------- ----------------- ---------------
NET ASSETS--August 31, 1996 83,471,666 508,099,794 126,282,923
--------------- ----------------- ---------------
OPERATIONS:
Net investment income..................................... 2,525,129 27,216,340 10,105,993
Net realized gain (loss) on investments sold.............. 2,441 (27,824) (8,648)
--------------- ----------------- ---------------
Net increase (decrease) in net assets resulting from
operations............................................ 2,527,570 27,188,516 10,097,345
--------------- ----------------- ---------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST:
Contributions............................................. 292,088,302 1,552,918,166 633,698,622
Withdrawals............................................... (306,985,018) (1,611,437,731) (510,587,879)
--------------- ----------------- ---------------
Net transactions in investors' beneficial interests..... (14,896,716) (58,519,565) 123,110,743
--------------- ----------------- ---------------
Net increase (decrease)................................. (12,369,146) (31,331,049) 133,208,088
--------------- ----------------- ---------------
NET ASSETS--August 31, 1997................................. $ 71,102,520 $ 476,768,745 $ 259,491,011
--------------- ----------------- ---------------
--------------- ----------------- ---------------
</TABLE>
See Notes to Financial Statements.
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1997
- - ------------------------------------------------------------------------------
NOTE 1. SUMMARY OF ORGANIZATION
Core Trust (Delaware) ("Core Trust") was formed as a Delaware business trust on
September 1, 1994. Core Trust, which is registered as an open-end, management
investment company under the Investment Company Act of 1940 (the "Act"),
currently has seventeen separate investment portfolios. These financial
statements relate to Treasury Cash Portfolio, Government Cash Portfolio and Cash
Portfolio (each a "Portfolio" and collectively the "Portfolios"), each of which
is diversified. The Portfolios commenced operations on September 1, 1995.
Interests in the Portfolios are sold in private placement transactions without
any sales charge to institutional clients, including open-end, management
investment companies.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Portfolios' financial statements are prepared in accordance with generally
accepted accounting principles which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increase and decrease in net assets from
operations during the fiscal period. Actual results could differ from those
estimates.
The following represent significant accounting policies of the Portfolios:
PORTFOLIO VALUATION-Core Trust determines the net asset value per share of each
Portfolio as of 1:00 p.m., Pacific time, on each Portfolio business day
utilizing the amortized cost method pursuant to Rule 2a-7 under the Act. Under
this method, all investments purchased at a discount or premium are valued by
accreting or amortizing, respectively, the difference between the original
purchase price and the maturity value of the investment over the period to the
investment's maturity.
REPURCHASE AGREEMENTS-The Portfolios may invest in repurchase agreements. Each
Portfolio, through its custodian, receives delivery of the underlying
securities, whose market value must always equal or exceed the repurchase price
plus accrued interest. The investment adviser is responsible for determining the
value of the underlying securities at all times. In the event of default, the
Portfolio may have difficulties with the disposition of such securities.
ORGANIZATIONAL COSTS-The costs incurred by each Portfolio in connection with its
organization have been capitalized and are being amortized using the
straight-line method over a five year period beginning on the commencement of
each Portfolio's operations. These costs were paid by Forum Financial Corp. and
were reimbursed by the Portfolios.
FEDERAL TAXES-The Portfolios are not required to pay federal income taxes on
their net investment income and net capital gain, as they are treated as
partnerships for federal income tax purposes. All interest, dividends, gain and
loss of a Portfolio are deemed to have been "passed through" to the partners in
proportion to their holdings of the Portfolio regardless of whether such
interest, dividends or gain has been distributed by the Portfolio.
SECURITIES TRANSACTIONS, INTEREST INCOME AND REALIZED GAIN AND LOSS-Securities
transactions are recorded on a trade date basis, interest income is accrued as
earned and realized gain and loss on investments sold are recorded on the basis
of identified cost. The cost basis of investments for federal income tax
purposes at August 31, 1997 is the same as for financial accounting purposes.
NOTE 3. INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISERS-The investment adviser to each Portfolio is Linden Asset
Management, Inc. (the "Adviser"). Effective January 1, 1997, pursuant to
investment advisory agreements with respect to each Portfolio, the Adviser
receives from each Portfolio an advisory fee based upon the total average daily
net
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (concluded)
AUGUST 31, 1997
- - ------------------------------------------------------------------------------
assets of the Portfolios ("Total Portfolio Assets") that is calculated on a
cumulative basis as follows: 0.06% for the first $200 million of Total Portfolio
Assets, 0.04% of the next $300 million of Total Portfolio Assets and 0.03% of
the remaining Total Portfolio Assets. The minimum total annual advisory fee is
$50,000.
Prior to January 1, 1997, the Adviser received from each Portfolio an advisory
fee based upon Total Portfolio Assets that was calculated on a cumulative basis
as follows: 0.05% for the first $200 million of Total Portfolio Assets, 0.03% of
the next $300 million of Total Portfolio Assets and 0.02% of the remaining Total
Portfolio Assets.
Pursuant to investment advisory agreements with respect to each Portfolio among
Core Trust, the Adviser and Forum Advisors, Inc.-Registered Trademark- ("Forum
Advisors"), the Adviser may delegate responsibility for portfolio management to
Forum Advisors. To the extent the Adviser has so delegated its responsibilities,
the Adviser pays its advisory fee to Forum Advisors.
ADMINISTRATOR-The administrator of each Portfolio is Forum Financial Services,
Inc.-Registered Trademark- ("Forum"), a registered broker-dealer and a member of
the National Association of Securities Dealers, Inc. For its administrative
services and facilities, Forum receives from each Portfolio an administration
fee at an annual rate of 0.05% of the average daily net assets of the Portfolio.
In addition, certain legal expenses are charged to the Funds by Forum. For the
year ended August 31, 1997, the respective amounts charged to Treasury Cash
Portfolio, Government Cash Portfolio and Cash Portfolio were $380, $3,953 and
$1,354.
OTHER SERVICE PROVIDERS-The interestholder record keeper and fund accountant of
the Portfolios is Forum Accounting Services, Limited Liability Company ("FAS").
FAS is paid an annual accounting fee of the lesser of 0.05% of the average daily
net assets of the Portfolio on an annualized basis or $48,000, plus certain
additional charges for each interestholder in the Portfolio.
PLACEMENT AGENT-Forum acts as Core Trust's placement agent pursuant to a
separate agreement with Core Trust and receives no compensation for these
services.
NOTE 4. WAIVER OF FEES
Forum has voluntarily waived a portion of its fees. For the year ended August
31, 1997, Forum waived administration fees for Treasury Cash Portfolio and Cash
Portfolio in the amount of $14,346 and $7,621, respectively.
NOTE 5. INCOME AND EXPENSE RATIOS
Portfolio income and expense ratios for the years ended August 31, 1996 and 1997
are presented below. During the period, various fees were waived. The ratio of
Gross Expenses to Average Net Assets reflects the expense ratio excluding any
waivers.
<TABLE>
<CAPTION>
RATIOS TO AVERAGE NET ASSETS
-------------------------------------
NET
INVESTMENT GROSS
EXPENSES INCOME EXPENSES
----------- ----------- -----------
<S> <C> <C> <C>
Treasury Cash Portfolio
Year Ended August 31, 1997.................................................... 0.15% 5.20% 0.18%
Year Ended August 31, 1996.................................................... 0.15% 5.30% 0.20%
Government Cash Portfolio
Year Ended August 31, 1997.................................................... 0.14% 5.38% 0.14%
Year Ended August 31, 1996.................................................... 0.14% 5.49% 0.14%
Cash Portfolio
Year Ended August 31, 1997.................................................... 0.15% 5.45% 0.15%
Year Ended August 31, 1996.................................................... 0.15% 5.50% 0.16%
</TABLE>
20
<PAGE>
CORE TRUST (DELAWARE)
- - ------------------------------------------------------------------------------
SUPPLEMENTARY INFORMATION
AUGUST 31, 1997
- - ------------------------------------------------------------------------------
SPECIAL MEETING OF INTERESTHOLDERS (unaudited)
The following matter was submitted to a vote of interestholders of each
Portfolio at a special meeting held December 27, 1996: To approve an amendment
to the Investment Advisory Agreement between Core Trust (Delaware) and Linden
Asset Management, Inc. to increase the investment advisory fee with respect to
the Portfolios. Interests in each of the Portfolios were voted as follows:
Treasury Cash Portfolio--95.88% For; 4.12% Against; 0% Abstained; Government
Cash Portfolio--70.34% For; 29.66% Against; 0% Abstained; and Cash
Portfolio--58.63% For; 41.37% Against; 0% Abstained.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS.
INCLUDED IN PART A
Not Applicable.
INCLUDED IN PART B
For Treasury Cash Portfolio, Government Cash Portfolio and Cash
Portfolio:
Audited financial statements for the fiscal period ended
August 31, 1997, including: statements of assets and
liabilities, statements of operations, statements of changes
in net assets, notes to financial statements, portfolios of
investments and independent auditor's report thereon.
(B) EXHIBITS:
(1) Copy of Trust Instrument (See Note A)
(2) Not Applicable.
(3) Not Applicable.
(4) Not Applicable.
(5) (a) Copy of the Investment Advisory Agreement between Registrant and
Norwest Investment Management, Inc. (filed herewith).
(b) Copy of the Investment Advisory Agreement between Registrant and
Schroder Capital Management International Inc.(See Note B).
(c) No Longer Effective.
(d) No Longer Effective.
(e) Copy of the Investment Advisory Agreement between Registrant and
Forum Investment Advisors, LLC (included herewith).
(f) Copy of Investment Subadvisory Agreement between Registrant,
Norwest Investment Management, Inc. and Crestone Capital
Management, Inc. (included herewith).
(g) Copy of Investment Subadvisory Agreement between Registrant,
Norwest Investment Management, Inc. and Peregrine Capital
Management, Inc. (included herewith).
(h) Copy of Investment Subadvisory Agreement between Registrant,
Norwest Investment Management, Inc. and Galliard Capital
Management, Inc. (included herewith).
(i) Copy of Investment Subadvisory Agreement between Registrant,
Norwest Investment Management, Inc. and United Capital Management
(included herewith).
(j) Copy of Investment Subadvisory Agreement between Registrant,
Norwest Investment Management, Inc. and Smith Asset Management
Group (included herewith).
(6) Not required.
(7) Not Applicable.
(8) (a) Copy of the Custodian Agreement between Registrant and Norwest
Bank Minnesota, N.A. (See Note B).
(b) Copy of the Custodian Agreement between Registrant and The Chase
Manhattan Bank, N.A. ("Chase") (See Note B).
(c) Copy of the Foreign Subcustody Agreement between Chase and
various foreign subcustodians (See Note A).
(d) Copy of the Custodian Agreement between Registrant and Imperial
Trust Company (See Note B).
(e) Copy of the Custodian Agreement between Registrant and First
National Bank of Boston, N.A. (See Note B).
<PAGE>
(9) (a) Copy of the Administration Agreement between Registrant and Forum
Administrative Services, LLC. (filed herewith).
(b) Copy of the Fund Portfolio and Unitholder Accounting Agreement
between Registrant and Forum Accounting Services, LLC. (filed
herewith).
(c) Copy of the Placement Agent Agreement between Registrant and
Forum. (See Note B).
(d) No Longer Effective.
(e) No Longer Effective.
(f) Copy of the Placement Agent Agreement between Registrant and
Forum with respect to Treasury Cash Portfolio, Government Cash
Portfolio, Cash Portfolio and Treasury Portfolio. (See Note B).
(10) Not required.
(11) Not required.
(12) Not required.
(13) Not Applicable.
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Financial Data Schedule.
(18) Not Applicable.
Note A: Filed in Registrant's Registration Statement on November 10, 1994.
Note B. Filed in Amendment No.5 to Registrant's Registration Statement on
September 30, 1996.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
As of December 31, 1997 substantially all of the interests in Prime
Money Market Portfolio, Money Market Portfolio, Positive Return Bond Portfolio,
Stable Income Portfolio, Managed Fixed Income Portfolio, Total Return Bond
Portfolio, Strategic Value Bond Portfolio, Index Portfolio, Income Equity
Portfolio, Large Company Growth Portfolio, Disciplined Growth Portfolio, Small
Cap Index Portfolio, Small Company Stock Portfolio, Small Company Growth
Portfolio, Small Company Value Portfolio, Small Cap Value Portfolio and
International Portfolio were owned by various series of Norwest Advantage Funds,
a registered open-end, management investment company.
As of December 31, 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 December 31, 1997 substantially all of the interests in Treasury
Portfolio were owned by Daily Assets Treasury Fund, a series of Forum Funds, a
registered open-end, management investment company.
As of December 31, 1997 substantially all of the interests in Municipal
Cash 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 DECEMBER 31, 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
Municipal Cash Portfolio 2
<PAGE>
Prime Money Market Portfolio 2
Money Market Portfolio 2
Positive Return Bond Portfolio 5
Stable Income Portfolio 3
Managed Fixed Income Portfolio 5
Total Return Bond Portfolio 2
Strategic Value Bond Portfolio 6
Index Portfolio 6
Income Equity Portfolio 6
Large Company Growth Portfolio 7
Disciplined Growth Portfolio 6
Small Cap Index Portfolio 0
Small Company Stock Portfolio 8
Small Company Growth Portfolio 8
Small Company Value Portfolio 7
Small Cap Value Portfolio 8
International Portfolio 7
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 officers also
are insured under the Trust's fidelity bond purchased pursuant to Rule 17j-1
under the Investment Company Act of 1940, as amended (the "Act").
The general effect of Article 5 of Registrant's Trust Instrument is to
indemnify existing or former trustees and officers of the Trust to the fullest
extent permitted by law against liability and expenses. There is no
indemnification if, among other things, any such person is adjudicated liable to
the Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. This description is modified in its entirety by the provisions of
Article 5 of Registrant's Trust Instrument contained in this Registration
Statement as Exhibit 1 and incorporated herein by reference.
Provisions of each of Registrant's investment advisory agreements
provide that the respective investment adviser shall not be liable for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing shall be deemed to protect, or purport to protect, the
investment adviser against any liability to Registrant or to Registrant's
interestholders to which the investment adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the investment adviser's duties, or by reason of the investment adviser's
reckless disregard of its obligations and duties hereunder. This description is
modified in its entirety by the provisions of Registrant's Investment Advisory
Agreements contained in this Registration Statement as Exhibit 5 and
incorporated herein by reference.
As custodian to certain portfolios of the Trust, under Section 18 of
its custodian agreement Norwest is not liable for any action taken in good faith
reliance upon the advice or statements of certain experts. Under that agreement,
the Trust has agreed to indemnify and hold Norwest harmless for any loss, claim,
damage or expense arising out of the custodian relationship; provided such loss,
claim, damage or expense is not the direct result of the Custodian's negligence
or willful misconduct. This description is modified in its entirety by the
provisions of Registrant's Custodian Agreement contained in this Registration
Statement as Exhibit 8(a) and incorporated herein by reference.
<PAGE>
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 Securities Act of 1933 ("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 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 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,
<PAGE>
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 1933 Act 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 INVESTMENT MANAGEMENT, INC.
The description of Norwest Investment Management, Inc. ("NIM") in Parts A
and B of this Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of
NIM, including their business connections which are of a substantial nature. The
address of Norwest Corporation, the parent of Norwest Bank Minnesota, N.A.
("Norwest Bank"), which is the parent of NIM, is Norwest Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 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, Minnesota 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.
<PAGE>
William H. Queenan, Director, is also Executive Vice President of
Norwest Corporation.
John T. Thornton, Director, is also Executive Vice President and Chief
Financial Officer of Norwest Corporation. Mr. Thornton is also a
Director of Northern Prairie Indemnity, Limited, Grand Cayman, Cayman
Islands, British West Indies, a Director of Norwest Capital Markets,
Inc. Mr. Thornton is also a Director of Norwest Growth Fund, Inc.,
Norwest Venture Capital Management, Inc. and Norwest Equity Capital,
Inc., and Director, President and Treasurer of Norwest Investors,
Inc., and Director, President and CEO of Norwest Limited, Inc., all
located at 2800 Piper Jaffray Tower, 222 South Ninth Street,
Minneapolis, Minnesota 54402. Mr. Thornton is also Director and
President of Superior Guaranty Insurance Company and Norwest Holding
Company, and a Director of Bettendorf Asset Management, Inc. Mr.
Thornton is also a Director of Eau Claire Asset Management, Inc.,
Green Bay Asset Management, Inc., Iowa Asset Management, Inc.,
LaCrosse Asset Management, Inc., South Bend Asset Management, Inc.,
South Dakota Asset Management, Inc., Waupun Asset Management, Inc.,
all located at 100 West Commons Blvd., Suite 303, New Castle, DE
19720.
Richard C. Westergaard, Executive Vice President, has served in
various capacities as an employee of Norwest Bank Minnesota, N.A.
and/or its affiliates during the last two years. Mr.Westergaard is
also a Director of Norwest Business Credit, Inc., Norwest Credit,
Inc., First Interstate Equipment Finance, Inc. and R.D. Leasing, Inc.
and a Director of Norwest Equipment Finance, Inc. and Commonwealth
Leasing Corporation, located at Investors Building, 733 Marquette,
Suite 300, Minneapolis, Minnesota 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.
<PAGE>
PEREGRINE CAPITAL MANAGEMENT, INC.
The description of Peregrine Capital Management, Inc. ("Peregrine") in
Parts A and B of this Registration Statement are incorporated by reference
herein.
The following are the directors and principal executive officers of
Peregrine, including their business connections which are of a substantial
nature. The address of Peregrine is LaSalle Plaza, 800 LaSalle Avenue, Suite
1850, Minneapolis, Minnesota 55402 and, unless otherwise indicated below, that
address is the principal business address of any company with which the
directors and principal executive officers are connected.
James R. Campbell, Director. Mr. Campbell is President, Chief
Executive Officer and a Director of Norwest Bank. His address is Sixth
and Marquette Avenue, Minneapolis, Minnesota 55479-0116
Patricia D. Burns, Senior Vice President.
Tasso H. Coin, Senior Vice President.
John S. Dale, Senior Vice President.
Julie M. Gerend, Senior Vice President. Prior to September, 1995, Ms.
Gerend was Manager, Account Executive at Fidelity Institutional
Retirement Services, Co.
William D. Diese, Senior Vice President.
Daniel J. Hagen, Vice President. Prior to May, 1996, Mr. Hagen was
Managing Director of Piper Jaffray, Inc.
Ronald G. Hoffman, Senior Vice President and Secretary.
Frank T. Matthews, Vice President.
Jeannine McCormick, Senior Vice President.
Barbara K. McFadden, Senior Vice President.
Robert B. Mersky, Chairman, President and Chief Executive Officer.
Gary E. Nussbaum, Senior Vice President.
James P. Ross, Vice President. Prior to November, 1996, Mr. Ross was
Vice President of Norwest Bank.
Jonathan L. Scharlau, Assistant Vice President.
Jay H. Strohmaier, Senior Vice President. Prior to September, 1996,
Mr. Strohmaier was Senior Vice President/Managed Accounts for Voyageur
Asset Management.
Paul E. von Kuster, Senior Vice President.
Janelle M. Walter, Assistant Vice President.
Paul R. Wurm, Senior Vice President.
J. Daniel Vandermark, Vice President. His address is Sixth and
Marquette Avenue, Minneapolis, Minnesota 55479-1013
<PAGE>
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.
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,
<PAGE>
London EC2V 8AS, United Kingdom. Schroder Capital Management International
Limited ("Schroder Ltd.") is a United Kingdom affiliate of Schroder which
provides investment management services international clients located
principally in the United States.
David M. Salisbury. Chief Executive Officer, Director and Chairman of
Schroder Capital; Joint Chief Executive and Director of Schroder.
Richard R. Foulkes. Senior Vice President and Managing Director of
Schroder Capital.
John A. Troiano. Managing Director and Senior Vice President. Mr.
Troiano is also a Director of Schroder Ltd.
David Gibson. Senior Vice President and Director of Schroder Capital.
Director of Schroder Wertheim Investment Services Inc.
John S. Ager. Senior Vice President and Director of Schroder Capital.
Sharon L. Haugh. Senior Vice President and Director of Schroder
Capital, Director and Chairman of Schroder Advisors Inc.
Gavin D.L. Ralston. Senior Vice President and Director of Schroder
Capital.
Mark J. Smith. Senior Vice President and Director of Schroder Capital.
Robert G. Davy. Senior Vice President. Mr. Davy is also a Director of
Schroder Ltd. and an officer of open end investment companies for
which SCMI and/or its affiliates provide investment services.
Jane P. Lucas. Senior Vice President and Director of Schroder Capital;
Director of Schroder Advisors Inc.; Director of Schroder Wertheim
Investment Services, Inc.
C. John Govett. Director of Schroder Capital; Group Managing Director
of Schroder Investment Management Ltd. and Director of Schroders plc.
Phillipa J. Gould. Senior Vice President and Director of Schroder
Capital.
Louise Croset. First Vice President and Director of Schroder Capital.
Abdallah Nauphal, Group Vice President and Director.
SMITH ASSET MANAGEMENT GROUP
The description of Smith Asset Management Group ("Smith") in Parts A
and B of the Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of
Smith, including their business connections which are of a substantial nature.
The address of Smith is 500 Crescent Court, Suite 250, Dallas, Texas 75201 and,
unless otherwise indicated below, that address is the principal business address
of any company with which the directors and principal executive officers are
connected.
Stephen S. Smith, President. Mr. Smith is President and Chief
Executive Officer. Mr. Smith is also a partner of Discovery
Management.
Stephen J. Summers, Chief Operating Officer. Mr. Summers is also a
partner of Discovery Management.
<PAGE>
Sarah C. Castleman, Vice President. Ms. Castleman is also a partner of
Discovery Management and prior thereto was an Assistant Vice President
at NationsBank, 901 Main Street, 16th Floor, Dallas, Texas 75201.
FORUM INVESTMENT ADVISORS, LLC
The description of Forum Investment Advisors, LLC ("FIA") in Parts A
and B of the Registration Statement are incorporated by reference herein.
The following are the members of FIA, Two Portland Square, Portland,
Maine 04101, including their business connections which are of a substantial
nature.
Forum Holdings Corp. I, Member.
Forum Financial Group, LLC, Member.
Both Forum Holdings Corp. I and Forum Financial Group, LLC are controlled
by John Y. Keffer, Chairman and President of the Registrant. Mr. Keffer is
President of Forum Financial Group, LLC. Mr. Keffer is also a director and/or
officer of various registered investment companies for which the various Forum
Financial Group of Companies provides services.
The following are the officers of FIA including their business connections
which are of a substantial nature. Each officer may serve as an officer of
various registered investment companies for which the Forum Financial Group of
Companies provides services.
William J. Lewis, Director.
Sara M. Morris, Treasurer. Chief Financial Officer, Forum Financial
Group, LLC. Ms. Morris serves as an officer of several other Forum
affiliated companies.
David I. Goldstein, Secretary. General Counsel, Forum Financial Group,
LLC. Mr. Goldstein serves as an officer of several other Forum
affiliated companies.
Dana A. Lukens, Assistant Secretary. Corporate Counsel, Forum
Financial Group, LLC. Mr. Lukens also serves as an officer of several
other Forum affiliated companies.
Margaret J. Fenderson, Assistant Treasurer. Corporate Accounting
Manager, Forum Financial Group, LLC. Ms. Fenderson also serves as an
officer of several other Forum affiliated companies.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Not applicable.
(b) Not applicable.
(c) Not Applicable.
ITEM 30. LOCATION OF BOOKS AND RECORDS.
The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Act and the Rules thereunder are maintained
at the offices of Forum Financial Services, Inc., Forum Financial Corp. and
Forum Accounting Services, Limited Liability Company, Two Portland Square,
Portland, Maine 04104. The records required to be maintained under Rule
31a-1(b)(1) with respect to journals of receipts and deliveries of securities
and receipts and disbursements of cash are maintained at the offices of the
Registrant's custodians, as listed under "Custodian" in Part B to this
Registration Statement. The records required to be maintained under Rule
31a-1(b)(5), (6) and (9) are maintained at the offices of Registrant's
investment advisers, as listed in Item 28 hereof.
<PAGE>
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 2nd day
of January, 1998.
CORE TRUST (DELAWARE)
By: /s/ John Y. Keffer
---------------------------
John Y. Keffer
President
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
Sequential
Exhibit Page Number
- ------- -----------
(5) (a) Copy of the Investment Advisory Agreement between Registrant and Norwest
Investment Management, Inc.
(e) Copy of the Investment Advisory Agreement between Registrant and Forum
Investment Advisors, LLC
(f) Copy of Investment Subadvisory Agreement between Registrant, Norwest
Investment Management, Inc. and Crestone Capital Management, Inc.
(g) Copy of Investment Subadvisory Agreement between Registrant, Norwest
Investment Management, Inc. and Peregrine Capital Management, Inc.
(h) Copy of Investment Subadvisory Agreement between Registrant, Norwest
Investment Management, Inc. and Galliard Capital Management, Inc.
(i) Copy of Investment Subadvisory Agreement between Registrant, Norwest
Investment Management, Inc. and United Capital Management.
(j) Copy of Investment Subadvisory Agreement between Registrant, Norwest
Investment Management, Inc. and Smith Asset Management Group.
(9) (a) Copy of the Administration Agreement between Registrant and Forum
Administrative Services, LLC.
(b) Copy of the Fund Portfolio and Unitholder Accounting Agreement between
Registrant and Forum Accounting Services, LLC.
(17) Financial Data Schedule.
</TABLE>
EXHIBIT (5)(A)
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of June, 1997, between Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, and Norwest Investment Management, Inc. (the "Adviser"),
a corporation organized under the laws of State of Delaware with its principal
place of business at 733 Marquette Avenue, Minneapolis, Minnesota 55479.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "Act") as an open-end management investment company and
is authorized to issue interests (as defined in the Trust's Trust Instrument) in
separate series; and
WHEREAS, the Trust desires that the Adviser perform investment advisory
services for each Portfolio listed in Appendix A (each a "Portfolio," and
collectively the "Portfolios"), and the Adviser is willing to provide those
services on the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the Act, as may be
supplemented from time to time, all in such manner and to such extent as may
from time to time be authorized by the Trust's Board of Trustees (the "Board").
The Trust is currently authorized to issue four series of interests and the
Board is authorized to issue interests in any number of additional series. The
Trust has delivered to the Adviser copies of the Trust's Trust Instrument and
Registration Statement and will from time to time furnish Adviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
The Trust hereby employs Adviser, subject to the direction and control
of the Board, to manage the investment and reinvestment of the assets in each
Portfolio and, without limiting the generality of the foregoing, to provide
other services specified in Section 3 hereof.
<PAGE>
SECTION 3. DUTIES OF THE ADVISER
(a) The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in each Portfolio. To carry out
such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact
for the Trust, for the account of, at the risk of and in the name of the Trust,
to place orders and issue instructions with respect to those transactions of the
Portfolios. In all purchases, sales and other transactions in securities for the
Portfolios, the Adviser is authorized to exercise full discretion and act for
the Trust in the same manner and with the same force and effect as the Trust
might or could do with respect to such purchases, sales or other transactions,
as well as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.
(b) The Adviser will report to the Board at each meeting thereof all
changes in each Portfolio since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Portfolios and the
Adviser, and on its own initiative, will furnish the Board from time to time
with such information as the Adviser may believe appropriate for this purpose,
whether concerning the individual companies whose securities are included in the
Portfolios' holdings, the industries in which they engage, or the economic,
social or political conditions prevailing in each country in which the
Portfolios' maintain investments. The Adviser will also furnish the Board with
such statistical and analytical information with respect to securities in the
Portfolios as the Adviser may believe appropriate or as the Board reasonably may
request. In making purchases and sales of securities for the Portfolios, the
Adviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objectives, policies and restrictions of the Portfolios.
(c) The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be particularly fitted to assist in the
execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be incurred on the
Trust's behalf in any such respect.
(d) The Adviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Adviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Commission and the Internal Revenue
Service. The books and records pertaining to the Trust which are in possession
of the Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during the Adviser's normal business hours. Upon the reasonable request of
the Trust, copies of any such books and records shall be provided promptly by
the Adviser to the Trust or the Trust's authorized representatives.
<PAGE>
SECTION 4. EXPENSES
The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's registration statement, account application forms and
interestholder reports and delivering them to existing and prospective
interestholders; costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of calculating the net
asset value of interests in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and the
costs of other personnel performing services for the Trust who are not officers
of the Adviser or of Forum Financial Services, Inc. or affiliated persons of
either; costs of Trust meetings; registration fees and related expenses for
registration with the Commission and the securities regulatory authorities of
other countries in which the Trust's interests are sold; state securities law
registration fees and related expenses; and fees and out-of-pocket expenses
payable to Forum Financial Services, Inc. under any placement agent, management
or similar agreement.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Adviser, and the Adviser will give the
Trust the benefit of, the Adviser's best judgment and efforts in rendering its
services to the Trust, and as an inducement to the Adviser's undertaking these
services the Adviser shall not be liable hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Adviser against
any liability to the Trust or to the Trust's interestholders to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of the Adviser's duties hereunder, or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder. As used in this Section 5, the term "Adviser" shall include any
affiliates of the Adviser performing services for the Portfolios contemplated
hereby and directors, officers and employees of the Adviser as well as the
Adviser itself.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Trust shall pay the Adviser,
with respect to each of the Portfolios, a fee at an annual rate as listed in
Appendix A hereto. Such fees shall be accrued by the Trust daily and shall be
payable monthly in arrears on the first day of each calendar month for services
performed hereunder during the prior calendar month.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to a Portfolio
immediately upon approval by a majority of the outstanding voting interests of
that Portfolio.
<PAGE>
(b) This Agreement shall remain in effect with respect to a Portfolio
for a period of two years from the date of its effectiveness and shall continue
in effect for successive twelve-month periods (computed from each anniversary
date of the approval) with respect to the Portfolio; provided that such
continuance is specifically approved at least annually (i) by the Board or by
the vote of a majority of the outstanding voting interests of the Portfolio,
and, in either case, (ii) by a majority of the Trust's trustees who are not
parties to this Agreement or interested persons of any such party (other than as
trustees of the Trust); provided further, however, that if this Agreement or the
continuation of this Agreement is not approved as to a Portfolio, the Adviser
may continue to render to that Portfolio the services described herein in the
manner and to the extent permitted by the Act and the rules and regulations
thereunder.
(c) This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty, (i) by the Board or by a vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser or (ii) by the Adviser on 60 days' written notice
to the Trust. This agreement shall terminate upon assignment.
SECTION 8. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser's right, or the
right of any of the Adviser's officers, directors or employees who may also be a
trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the interestholders of each Portfolio
shall not be liable for any obligations of the Trust or of the Portfolios under
this Agreement, and the Adviser agrees that, in asserting any rights or claims
under this Agreement, it shall look only to the assets and property of the Trust
or the Portfolio to which the Adviser's rights or claims relate in settlement of
such rights or claims, and not to the Trustees of the Trust or the
interestholders of the Portfolios.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting interests of the Portfolios thereby affected. No amendment to
this Agreement or the termination of this Agreement with respect to a Portfolio
shall effect this Agreement as it pertains to any other Portfolio.
<PAGE>
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(e) This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware.
(f) The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
--------------------------
John Y. Keffer
President
NORWEST INVESTMENT MANAGEMENT, INC.
------------------------
P. Jay Kiedrowski
Executive Vice President
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
APPENDIX A
<TABLE>
<S><C> <C>
Annual Fee as a % of
the Average Daily
Portfolios of the Trust Net Assets of the Portfolio
- ----------------------- ---------------------------
Money Market Portfolio 0.20% of the first $300 million of assets
0.16% for next $400 million
0.12% of remaining net assets
Prime Money Market Portfolio 0.40% of the first $300 million of assets
0.36% for next $400 million
0.32% of remaining net assets
Index Portfolio 0.15%
Small Company Stock Portfolio 0.90%
Small Company Growth Portfolio 0.90%
Small Company Value Portfolio 0.90%
Large Company Portfolio 0.65%
Income Equity Portfolio 0.50%
Managed Fixed Income Portfolio 0.35%
Total Return Bond Portfolio 0.35%
Positive Return Bond Portfolio 0.35%
Stable Income Portfolio 0.30%
</TABLE>
EXHIBIT (5)(E)
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 30th day of December, 1997 between Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, and Forum Investment Advisors, LLC (the "Adviser"), a
corporation organized under the laws of State of Delaware with its principal
place of business at Two Portland Square, Portland, Maine 04101.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "Act") as an open-end management investment company and
is authorized to issue interests (as defined in the Trust's Trust Instrument) in
separate series; and
WHEREAS, the Trust desires that the Adviser perform investment advisory
services for the series listed in Appendix A hereto (each a "Portfolio," and
collectively the "Portfolios"), and the Adviser is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the Act, as may be
supplemented from time to time, all in such manner and to such extent as may
from time to time be authorized by the Trust's Board of Trustees (the "Board").
The Trust is currently authorized to issue eight series of interests and the
Board is authorized to issue interests in any number of additional series. The
Trust has delivered to the Adviser copies of the Trust's Trust Instrument and
Registration Statement and will from time to time furnish the Adviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
The Trust hereby employs the Adviser, subject to the direction and
supervision of the Board, to manage the investment and reinvestment of the
assets in each Portfolio and, without limiting the generality of the foregoing,
to provide other services specified in Section 3 hereof.
SECTION 3. DUTIES OF THE ADVISER
(a) The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in each Portfolio. To carry out
such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact
for the Trust, for the account of, at the risk of and in the name of the Trust,
to place orders and issue instructions with respect to those transactions of the
Portfolios. In all purchases, sales and other transactions in securities for the
Portfolios, the Adviser is authorized to exercise full discretion and act for
the Trust in the same manner and with the same force and effect as the Trust
might or could do with respect to such purchases, sales or other transactions,
as well as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.
(b) The Adviser will report to the Board at each meeting thereof all
changes in each Portfolio since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Portfolios and the
Adviser, and on its own initiative, will furnish the Board from time to time
with such information as the
<PAGE>
Adviser may believe appropriate for this purpose, whether concerning the
individual companies whose securities are included in the Portfolios' holdings,
the industries in which they engage, or the economic, social or political
conditions prevailing in each country in which the Portfolios maintain
investments. The Adviser will also furnish the Board with such statistical and
analytical information with respect to securities in the Portfolios as the
Adviser may believe appropriate or as the Board reasonably may request.
(c) In making purchases and sales of securities for the Portfolios, the
Adviser will follow and comply with the policies set from time to time by the
Board as well as the limitations imposed by the Trust's Trust Instrument and
Registration Statement under the Act, the limitations in the Act and in the
Internal Revenue Code of 1986, as amended, in respect of regulated investment
companies and the investment objectives, policies and restrictions of the
Portfolios.
(d) The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be particularly qualified to assist in the
execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be incurred on the
Trust's behalf in any such respect.
(e) The Adviser shall either monitor the performance of brokers,
dealers and other persons who introduce or execute purchases, sales and other
transactions of securities and other investment assets of the Portfolios or
select an introducing broker who shall, as part of its transaction charges,
monitor such performance. Such persons may be affiliated with the Adviser, any
investment subadviser or other affiliates of the Trust to the extent permitted
by the Act.
(f) The Adviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Adviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Commission and the Internal Revenue
Service. The books and records pertaining to the Trust which are in possession
of the Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during the Adviser's normal business hours. Upon the reasonable request of
the Trust, copies of any such books and records shall be provided promptly by
the Adviser to the Trust or the Trust's authorized representatives.
SECTION 4. DELEGATION OF THE ADVISER'S DUTIES
The Adviser may carry out any of its obligations under this Agreement
by entering into a contract with a person(s) who (i) is registered as an
investment adviser pursuant to the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), or who is exempt from registration thereunder or (ii) is
under the control of, and is supervised by, the Adviser ("Controlled Person")
with respect to any investment advisory functions performed by such Controlled
Person. The Adviser may not delegate any of its obligations under this Agreement
unless it has instituted appropriate procedures for the supervision of the
Controlled Person's activities.
SECTION 5. EXPENSES
The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's registration statement, account application forms and
interestholder reports and delivering them to existing and prospective
interestholders; costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of calculating the net
asset value of interests in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees
<PAGE>
and the costs of other personnel performing services for the Trust; costs of
Trust meetings; registration fees and related expenses for registration with the
Commission and the securities regulatory authorities of other countries in which
the Trust's interests are sold; state securities law registration fees and
related expenses; and fees and out-of-pocket expenses payable to Forum Financial
Services, Inc. under any placement agent, management or similar agreement.
SECTION 6. STANDARD OF CARE
(a) The Adviser shall give the Trust the benefit of its best judgment
and efforts in rendering its services to the Trust and shall not be liable for
error of judgment or mistake of law, for any loss arising out of any investment,
or in any event whatsoever, provided that nothing herein shall be deemed to
protect, or purport to protect, the Adviser against any liability to the Trust
or to the security holders of the Trust to which it would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder, or by reason of reckless disregard of its
obligations and duties hereunder. No provision of this Agreement shall be
construed to protect any Trustee or officer of the Trust, or the Adviser, from
liability in violation of Sections 17(h), 17(i) or 36(b) of the Act.
(b) The Adviser shall not be held responsible for any loss incurred by
reason of any act or omission of any dealer, broker or custodian; provided that
such loss is not the result of the Adviser's willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or the result of
the Adviser's reckless disregard of its obligations and duties hereunder.
(c) This Section shall survive the termination of this Agreement and
shall be binding upon the Trust's and the Adviser's successors and personal
representatives.
SECTION 7. COMPENSATION
For the services provided by the Adviser pursuant to this Agreement,
the Trust shall pay the Adviser an advisory fee as set forth in Appendix B.
SECTION 8. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to each
Portfolio on January 1, 1998.
(b) This Agreement shall remain in effect with respect to a Portfolio
for a period of two years from the date of its effectiveness and shall continue
in effect for successive twelve-month periods (computed from each anniversary
date of the approval) with respect to the Portfolio; provided that such
continuance is specifically approved at least annually (i) by the Board or by
the vote of a majority of the outstanding voting interests of the Portfolio,
and, in either case, (ii) by a majority of the Trust's trustees who are not
parties to this Agreement or interested persons of any such party (other than as
trustees of the Trust); provided further, however, that if this Agreement or the
continuation of this Agreement is not approved as to a Portfolio, the Adviser
may continue to render to that Portfolio the services described herein in the
manner and to the extent permitted by the Act and the rules and regulations
thereunder.
(c) This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty, (i) by the Board or by a vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser or (ii) by the Adviser on 60 days' written notice
to the Trust. This agreement shall terminate upon assignment.
SECTION 9. ACTIVITIES OF THE ADVISER
(a) Except to the extent necessary to perform its obligations
hereunder, nothing herein shall be deemed to limit or restrict the Adviser's
right, or the right of any of the Adviser's officers, directors or employees who
may also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to
<PAGE>
engage in any other business or to devote time and attention to the management
or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, trust, firm,
individual or association.
(b) The Adviser represents that it is currently registered, and will
during the entire period this Agreement is in effect be registered, as an
investment adviser under the Advisers Act.
SECTION 10. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the interestholders of each Portfolio
shall not be liable for any obligations of the Trust or of the Portfolios under
this Agreement, and the Adviser agrees that, in asserting any rights or claims
under this Agreement, it shall look only to the assets and property of the Trust
or the Portfolio to which the Adviser's rights or claims relate in settlement of
such rights or claims, and not to the Trustees of the Trust or the
interestholders of the Portfolios.
SECTION 11. NOTICE
Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to the Trust, at:
Two Portland Square
Portland, Maine 04101
Attention: Secretary
and if to the Adviser at:
Two Portland Square
Portland, Maine 04101
Attention: Secretary
SECTION 12. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting interests of the Portfolios thereby affected. No amendment to
this Agreement or the termination of this Agreement with respect to a Portfolio
shall effect this Agreement as it pertains to any other Portfolio.
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(e) This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Delaware.
<PAGE>
(f) The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
--------------------------
John Y. Keffer
Chairman of the Board
FORUM INVESTMENT ADVISORS, LLC
------------------------
David I. Goldstein
Secretary
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
APPENDIX A
PORTFOLIOS OF THE TRUST
Treasury Cash Portfolio
Treasury Portfolio
Government Cash Portfolio
Cash Portfolio
Municipal Cash Portfolio
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
APPENDIX B
FEE SCHEDULE
FEE AS A % OF THE
ANNUAL AVERAGE DAILY NET ASSETS
PORTFOLIOS OF THE TRUST OF THE PORTFOLIO
Treasury Portfolio 0.05%
Municipal Cash Portfolio 0.05%
FEE AS A % OF THE
ANNUAL AVERAGE DAILY NET ASSETS
PORTFOLIOS OF THE TRUST OF THE PORTFOLIOS COMBINED
Treasury Cash Portfolio, 0.06% for the first $200 million in assets,
Cash Portfolio and 0.04% of the next $300 million in assets,
Cash Portfolio and 0.03% of the remaining assets.
EXHIBIT (5)(F)
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
June 1, 1997
AGREEMENT made as of this 1st day of June, 1997, among Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Sixth Street and Marquette, Minneapolis,
Minnesota 55479, and Crestone Capital Management, Inc. (the "Subadviser"), a
corporation organized under the laws of the State of Colorado with its principal
place of business at 7720 East BelleView Avenue, Englewood, Colorado 80111.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and is
authorized to issue its beneficial interests ("Interests"), no par value, in
separate series; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each, a "Fund" and collectively, the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as
follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting the
assets of its Funds in securities of the type and in accordance with the
limitations specified in its Trust Instrument and Registration Statement filed
with the Securities and Exchange Commission (the "Commission") under the Act,
including any representations made in the Part A (prospectus) and Part B
(statement of additional information) relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Trust is currently authorized to issue seventeen series of
interests, and the Board is authorized to issue any unissued interests in any
number of additional series. The Trust has delivered copies of the documents
listed in this Section 1 and will from time to time furnish Subadviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of the Funds and provides for
certain management and services as
<PAGE>
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board and the Adviser, the
Subadviser shall manage the investment and reinvestment of the assets of each
Fund and, without limiting the generality of the foregoing, shall provide the
management and other services specified below, all in such manner and to such
extent as may be directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund. To carry out
such decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Funds. In all purchases, sales and other transactions in
securities for the Funds, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Subadviser will report to the Board at each meeting thereof all
changes in each Fund since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in a Fund's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which a
Fund maintains investments. The Subadviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Funds
as the Subadviser may believe appropriate or as the Board reasonably may
request. In making purchases and sales of securities for the Funds, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objective, policies and restrictions of each Fund.
(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement
<PAGE>
required to be prepared and maintained by the Trust pursuant to the rules and
regulations of any national, state, or local government entity with jurisdiction
over the Trust, including the Securities and Exchange Commission and the
Internal Revenue Service. The books and records pertaining to the Trust which
are in possession of the Subadviser shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during the Subadviser's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.
SECTION 4. EXPENSES
Subject to any expenses reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser shall not be liable hereunder for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
the Subadviser against any liability to the Trust or to the Trust's security
holders to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written.
(b) This Agreement shall remain in effect for a period of two years
from the date of its effectiveness and thereafter shall continue in effect for
successive one-year periods; provided that such continuance is specifically
approved at least annually: (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Subadviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
<PAGE>
(c) This Agreement may be terminated at any time, without the payment
of any penalty: (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Fund on 60 days' written notice to the Subadviser, or
(ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement
shall terminate upon assignment unless prior approval of the Board is obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Fund.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Fund thereby affected.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
(d) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
------------------
By: John Y. Keffer
President
NORWEST INVESTMENT MANAGEMENT, INC.
------------------
By: P. Jay Kiedrowski
President
CRESTONE CAPITAL MANAGEMENT, INC.
------------------
[Name]
[Title]
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A
Small Company Stock Portfolio
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
June 1, 1997
This fee agreement is made as of the 1st day of June, 1997 by and between
Norwest Investment Management, Inc. (the "Adviser") and Crestone Capital
Management, Inc. (the "Subadviser"); and
WHEREAS, the parties and Core Trust (Delaware) (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Subadvisory Agreement (each, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual percentage rates per Fund:
Small Company Stock Portfolio
a. 0.0040 on the first $30,000,000.00;
b. 0.0030 on the next $30,000,000.00;
c. 0.0020 on the next $40,000,000.00; and
d. 0.0015 on all sums in excess of $100,000,000.00;
The net assets under management against which the foregoing fees are to
be applied is the month-end average of net assets, determined at the end of each
month by dividing the sum of the average net assets managed by the Subadviser at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are to be determined by
averaging the net assets under management at the close of each business day for
each business day in the week that this fee agreement is in effect. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the average net asset value for the last day prior
to such suspension shall for this purpose be deemed to be the average net asset
value at the close of each succeeding week until it is again determined.
<PAGE>
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
NORWEST INVESTMENT MANAGEMENT, INC.
--------------------------
By: Jay Kiedrowski
President
CRESTONE CAPITAL MANAGEMENT, INC.
--------------------------
By: [Name]
[Title]
EXHIBIT (5)(G)
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
June 1, 1997
AGREEMENT made as of this 1st day of June, 1997, among Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Sixth Street and Marquette, Minneapolis,
Minnesota 55479, and Peregrine Capital Management, Inc. (the "Subadviser"), a
corporation organized under the laws of the State of Minnesota, with its
principal place of business at 800 LaSalle Avenue, Minneapolis, Minnesota 55402.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and is
authorized to issue its beneficial interests ("Interests"), no par value, in
separate series; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each, a "Fund" and collectively, the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as
follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting the
assets of its Funds in securities of the type and in accordance with the
limitations specified in its Trust Instrument and Registration Statement filed
with the Securities and Exchange Commission (the "Commission") under the Act,
including any representations made in the Part A (prospectus) and Part B
(statement of additional information) relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Trust is currently authorized to issue seventeen series of
interests, and the Board is authorized to issue any unissued interests in any
number of additional series. The Trust has delivered copies of the documents
listed in this Section 1 and will from time to time furnish Subadviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of the Funds and provides for
certain management and services as
<PAGE>
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board and the Adviser, the
Subadviser shall manage the investment and reinvestment of the assets of each
Fund and, without limiting the generality of the foregoing, shall provide the
management and other services specified below, all in such manner and to such
extent as may be directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund. To carry out
such decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Funds. In all purchases, sales and other transactions in
securities for the Funds, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Subadviser will report to the Board at each meeting thereof all
changes in each Fund since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in a Fund's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which a
Fund maintains investments. The Subadviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Funds
as the Subadviser may believe appropriate or as the Board reasonably may
request. In making purchases and sales of securities for the Funds, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objective, policies and restrictions of each Fund.
(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement
<PAGE>
required to be prepared and maintained by the Trust pursuant to the rules and
regulations of any national, state, or local government entity with jurisdiction
over the Trust, including the Securities and Exchange Commission and the
Internal Revenue Service. The books and records pertaining to the Trust which
are in possession of the Subadviser shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during the Subadviser's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.
SECTION 4. EXPENSES
Subject to any expenses reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser shall not be liable hereunder for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
the Subadviser against any liability to the Trust or to the Trust's security
holders to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written.
(b) This Agreement shall remain in effect for a period of two years
from the date of its effectiveness and thereafter shall continue in effect for
successive one-year periods; provided that such continuance is specifically
approved at least annually: (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Subadviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
<PAGE>
(c) This Agreement may be terminated at any time, without the payment
of any penalty: (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Fund on 60 days' written notice to the Subadviser, or
(ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement
shall terminate upon assignment unless prior approval of the Board is obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Fund.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Fund thereby affected.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
<PAGE>
(d) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
------------------
By: John Y. Keffer
President
NORWEST INVESTMENT MANAGEMENT, INC.
------------------
By: P. Jay Kiedrowski
President
PEREGRINE CAPITAL MANAGEMENT, INC.
------------------
[Name]
[Title]
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A
Small Company Growth Portfolio
Large Company Growth Portfolio
Small Company Value Portfolio
Positive Return Portfolio
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
June 1, 1997
This fee agreement is made as of the 1st day of June, 1997 by and between
Norwest Investment Management, Inc. (the "Adviser") and Peregrine Capital
Management, Inc. (the "Subadviser"); and
WHEREAS, the parties and Core Trust (Delaware) (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Subadvisory Agreement (each, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual percentage rates per Fund:
Small Company Growth Portfolio
a. 0.5805 on the first $40,000,000;
b. 0.4193 on the next $160,000,000;
c. 0.3225 on all sums in excess of $200,000,000
Large Company Growth Portfolio
a. 0.3628 on the first $25,000,000;
b. 0.2903 on the next $25,000,000;
c. 0.2419 on the next $225,000,000;
d. 0.1451 on all sums in excess of $275,000,000
Small Company Value Portfolio
a. 0.3225
Positive Return Portfolio
a. 0.2064 on the first $10,000,000;
b. 0.1548 on the next $15,000,000;
c. 0.1032 on all sums in excess of $25,000,000
<PAGE>
The net assets under management against which the foregoing fees are to
be applied is the month-end average of net assets, determined at the end of each
month by dividing the sum of the average net assets managed by the Subadviser at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are to be determined by
averaging the net assets under management at the close of each business day for
each business day in the week that this fee agreement is in effect. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the average net asset value for the last day prior
to such suspension shall for this purpose be deemed to be the average net asset
value at the close of each succeeding week until it is again determined.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
NORWEST INVESTMENT MANAGEMENT, INC.
--------------------------
By: Jay Kiedrowski
President
PEREGRINE CAPITAL MANAGEMENT, INC.
--------------------------
By: [Name]
[Title]
EXHIBIT (5)(H)
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
October 1, 1997
AGREEMENT made as of this 1st day of October, 1997, among Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Sixth Street and Marquette, Minneapolis,
Minnesota 55479, and Galliard Capital Management, Inc. (the "Subadviser"), a
corporation organized under the laws of the State of Minnesota, with its
principal place of business at 800 LaSalle Avenue, Suite 2060, Minneapolis,
Minnesota 55479.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and is
authorized to issue its beneficial interests ("Interests"), no par value, in
separate series; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each, a "Fund" and collectively, the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as
follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting the
assets of its Funds in securities of the type and in accordance with the
limitations specified in its Trust Instrument and Registration Statement filed
with the Securities and Exchange Commission (the "Commission") under the Act,
including any representations made in the Part A (prospectus) and Part B
(statement of additional information) relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Trust is currently authorized to issue seventeen series of
interests, and the Board is authorized to issue any unissued interests in any
number of additional series. The Trust has delivered copies of the documents
listed in this Section 1 and will from time to time furnish Subadviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of the Funds and provides for
certain management and services as
<PAGE>
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board and the Adviser, the
Subadviser shall manage the investment and reinvestment of the assets of each
Fund and, without limiting the generality of the foregoing, shall provide the
management and other services specified below, all in such manner and to such
extent as may be directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund. To carry out
such decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Funds. In all purchases, sales and other transactions in
securities for the Funds, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Subadviser will report to the Board at each meeting thereof all
changes in each Fund since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in a Fund's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which a
Fund maintains investments. The Subadviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Funds
as the Subadviser may believe appropriate or as the Board reasonably may
request. In making purchases and sales of securities for the Funds, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objective, policies and restrictions of each Fund.
(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement
<PAGE>
required to be prepared and maintained by the Trust pursuant to the rules and
regulations of any national, state, or local government entity with jurisdiction
over the Trust, including the Securities and Exchange Commission and the
Internal Revenue Service. The books and records pertaining to the Trust which
are in possession of the Subadviser shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during the Subadviser's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.
SECTION 4. EXPENSES
Subject to any expenses reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser shall not be liable hereunder for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
the Subadviser against any liability to the Trust or to the Trust's security
holders to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written.
(b) This Agreement shall remain in effect for a period of two years
from the date of its effectiveness and thereafter shall continue in effect for
successive one-year periods; provided that such continuance is specifically
approved at least annually: (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Subadviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
<PAGE>
(c) This Agreement may be terminated at any time, without the payment
of any penalty: (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Fund on 60 days' written notice to the Subadviser, or
(ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement
shall terminate upon assignment unless prior approval of the Board is obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Fund.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Fund thereby affected.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
<PAGE>
(d) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
------------------
By: John Y. Keffer
President
NORWEST INVESTMENT MANAGEMENT, INC.
------------------
By: P. Jay Kiedrowski
President
GALLIARD CAPITAL MANAGEMENT, INC.
------------------
[Name]
[Title]
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A
Strategic Value Bond Portfolio
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
October 1, 1997
This fee agreement is made as of the 1st day of October, 1997 by and
between Norwest Investment Management, Inc. (the "Adviser") and Galliard Capital
Management, Inc. (the "Subadviser"); and
WHEREAS, the parties and Core Trust (Delaware) (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Subadvisory Agreement (each, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual percentage rates per Fund:
Strategic Value Bond Portfolio:
a. 0.13 on the first $100,000,000;
b. 0.10 on the next $100,000,000;
c. 0.08 on all sums in excess of $200,000,000
The net assets under management against which the foregoing fees are to
be applied is the month-end average of net assets, determined at the end of each
month by dividing the sum of the average net assets managed by the Subadviser at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are to be determined by
averaging the net assets under management at the close of each business day for
each business day in the week that this fee agreement is in effect. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the average net asset value for the last day prior
to such suspension shall for this purpose be deemed to be the average net asset
value at the close of each succeeding week until it is again determined.
<PAGE>
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
NORWEST INVESTMENT MANAGEMENT, INC.
--------------------------
By: Jay Kiedrowski
President
GALLIARD CAPITAL MANAGEMENT, INC.
--------------------------
By: [Name]
[Title]
EXHIBIT (5)(I)
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
June 1, 1997
AGREEMENT made as of this 1st day of June, 1997, among Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Sixth Street and Marquette, Minneapolis,
Minnesota 55479, and United Capital Management, a part of Norwest Bank Colorado,
N.A. (the "Subadviser"), a corporation organized under the laws of the State of
Minnesota, with its principal place of business at One Norwest Center, 1700
Lincoln Street, Suite 3301 Denver, CO 80274.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and is
authorized to issue its beneficial interests ("Interests"), no par value, in
separate series; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each, a "Fund" and collectively, the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as
follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting the
assets of its Funds in securities of the type and in accordance with the
limitations specified in its Trust Instrument and Registration Statement filed
with the Securities and Exchange Commission (the "Commission") under the Act,
including any representations made in the Part A (prospectus) and Part B
(statement of additional information) relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Trust is currently authorized to issue seventeen series of
interests, and the Board is authorized to issue any unissued interests in any
number of additional series. The Trust has delivered copies of the documents
listed in this Section 1 and will from time to time furnish Subadviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of the Funds and provides for
certain management and services as
<PAGE>
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board and the Adviser, the
Subadviser shall manage the investment and reinvestment of the assets of each
Fund and, without limiting the generality of the foregoing, shall provide the
management and other services specified below, all in such manner and to such
extent as may be directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund. To carry out
such decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Funds. In all purchases, sales and other transactions in
securities for the Funds, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Subadviser will report to the Board at each meeting thereof all
changes in each Fund since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in a Fund's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which a
Fund maintains investments. The Subadviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Funds
as the Subadviser may believe appropriate or as the Board reasonably may
request. In making purchases and sales of securities for the Funds, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objective, policies and restrictions of each Fund.
(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement
<PAGE>
required to be prepared and maintained by the Trust pursuant to the rules and
regulations of any national, state, or local government entity with jurisdiction
over the Trust, including the Securities and Exchange Commission and the
Internal Revenue Service. The books and records pertaining to the Trust which
are in possession of the Subadviser shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during the Subadviser's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.
SECTION 4. EXPENSES
Subject to any expenses reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser shall not be liable hereunder for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
the Subadviser against any liability to the Trust or to the Trust's security
holders to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written.
(b) This Agreement shall remain in effect for a period of two years
from the date of its effectiveness and thereafter shall continue in effect for
successive one-year periods; provided that such continuance is specifically
approved at least annually: (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Subadviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
<PAGE>
(c) This Agreement may be terminated at any time, without the payment
of any penalty: (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Fund on 60 days' written notice to the Subadviser, or
(ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement
shall terminate upon assignment unless prior approval of the Board is obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Fund.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Fund thereby affected.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
<PAGE>
(d) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
------------------
By: John Y. Keffer
President
NORWEST INVESTMENT MANAGEMENT, INC.
------------------
By: P. Jay Kiedrowski
President
NORWEST BANK COLORADO, N.A.
------------------
[Name]
[Title]
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A
Total Return Bond Portfolio
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
June 1, 1997
This fee agreement is made as of the 1st day of June, 1997 by and between
Norwest Investment Management, Inc. (the "Adviser") and Norwest Bank Colorado,
N.A. (the "Subadviser"); and
WHEREAS, the parties and Core Trust (Delaware) (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Subadvisory Agreement (each, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual percentage rates per Fund:
a. 0.50 on the first $10,000,000;
b. 0.30 on the next $15,000,000;
c. 0.25 on the next $25,000,000; and
d. 0.125 on all sums in excess of $50,000,000;
The net assets under management against which the foregoing fees are to
be applied is the month-end average of net assets, determined at the end of each
month by dividing the sum of the average net assets managed by the Subadviser at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are to be determined by
averaging the net assets under management at the close of each business day for
each business day in the week that this fee agreement is in effect. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the average net asset value for the last day prior
to such suspension shall for this purpose be deemed to be the average net asset
value at the close of each succeeding week until it is again determined.
<PAGE>
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
NORWEST INVESTMENT MANAGEMENT, INC.
--------------------------
By: Jay Kiedrowski
President
NORWEST BANK COLORADO, N.A.
--------------------------
By: [Name]
[Title]
EXHIBIT (5)(J)
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
October 1, 1997
AGREEMENT made as of this 1st day of October, 1997, among Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Two Portland Square,
Portland, Maine 04101, Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Sixth Street and Marquette, Minneapolis,
Minnesota 55479, and Smith Asset Management, LP (the "Subadviser"), a limited
partnership with its principal place of business at 500 Crescent Court, Suite
250, Dallas, Texas 75201.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and is
authorized to issue its beneficial interests ("Interests"), no par value, in
separate series; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each, a "Fund" and collectively, the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as
follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting the
assets of its Funds in securities of the type and in accordance with the
limitations specified in its Trust Instrument and Registration Statement filed
with the Securities and Exchange Commission (the "Commission") under the Act,
including any representations made in the Part A (prospectus) and Part B
(statement of additional information) relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Trust is currently authorized to issue seventeen series of
interests, and the Board is authorized to issue any unissued interests in any
number of additional series. The Trust has delivered copies of the documents
listed in this Section 1 and will from time to time furnish Subadviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of the Funds and provides for
certain management and services as specified in the Investment Advisory
Agreement between the Trust and the Adviser with respect to the Funds.
<PAGE>
Subject to the direction and control of the Board and the Adviser, the
Subadviser shall manage the investment and reinvestment of the assets of each
Fund and, without limiting the generality of the foregoing, shall provide the
management and other services specified below, all in such manner and to such
extent as may be directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund. To carry out
such decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Funds. In all purchases, sales and other transactions in
securities for the Funds, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Subadviser will report to the Board at each meeting thereof all
changes in each Fund since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in a Fund's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which a
Fund maintains investments. The Subadviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Funds
as the Subadviser may believe appropriate or as the Board reasonably may
request. In making purchases and sales of securities for the Funds, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objective, policies and restrictions of each Fund.
(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Securities
<PAGE>
and Exchange Commission and the Internal Revenue Service. The books and records
pertaining to the Trust which are in possession of the Subadviser shall be the
property of the Trust. The Trust, or the Trust's authorized representatives,
shall have access to such books and records at all times during the Subadviser's
normal business hours. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by the Subadviser to the Trust
or the Trust's authorized representatives.
SECTION 4. EXPENSES
Subject to any expenses reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser shall not be liable hereunder for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
the Subadviser against any liability to the Trust or to the Trust's security
holders to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written.
(b) This Agreement shall remain in effect for a period of two years
from the date of its effectiveness and thereafter shall continue in effect for
successive one-year periods; provided that such continuance is specifically
approved at least annually: (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Subadviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
<PAGE>
(c) This Agreement may be terminated at any time, without the payment
of any penalty: (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Fund on 60 days' written notice to the Subadviser, or
(ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement
shall terminate upon assignment unless prior approval of the Board is obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Fund.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Fund thereby affected.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
<PAGE>
(d) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
------------------
By: John Y. Keffer
President
NORWEST INVESTMENT MANAGEMENT, INC.
------------------
By: P. Jay Kiedrowski
President
SMITH ASSET MANAGEMENT, LP
------------------
[Name]
[Title]
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A
Disciplined Growth Portfolio
Small Cap Value Portfolio
<PAGE>
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
October 1, 1997
This fee agreement is made as of the 1st day of October, 1997 by and
between Norwest Investment Management, Inc. (the "Adviser") and Smith Asset
Management, LP (the "Subadviser"); and
WHEREAS, the parties and Core Trust (Delaware) (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Subadvisory Agreement (each, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual percentage rates per Fund:
Disciplined Growth Portfolio 0.35%
Small Cap Value Portfolio 0.45%
The net assets under management against which the foregoing fees are to
be applied is the month-end average of net assets, determined at the end of each
month by dividing the sum of the average net assets managed by the Subadviser at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are to be determined by
averaging the net assets under management at the close of each business day for
each business day in the week that this fee agreement is in effect. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the average net asset value for the last day prior
to such suspension shall for this purpose be deemed to be the average net asset
value at the close of each succeeding week until it is again determined.
<PAGE>
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
NORWEST INVESTMENT MANAGEMENT, INC.
--------------------------
By: Jay Kiedrowski
President
SMITH ASSET MANAGEMENT, LP
--------------------------
By: [Name]
[Title]
EXHIBIT (9)(A)
CORE TRUST (DELAWARE)
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 1st day of December, 1997, by and between Core
Trust (Delaware), a Delaware Business Trust, with its principal office and place
of business at Two Portland Square (the "Trust"), and Forum Administrative
Services, Limited Liability Company, a Delaware limited liability company with
its principal office and place of business at Two Portland Square, Portland,
Maine 04101 ("Forum").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and may issue its shares of beneficial interest (the "Units"), in separate
series and classes; and
WHEREAS, the Trust offers its shares in various series as listed in
Appendix A hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Portfolio," and collectively as the
"Portfolios"); and
WHEREAS, the Trust desires that Forum perform certain administrative
services for each Portfolio thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Forum, and Forum hereby agrees, to act as
administrator of the Trust for the period and on the terms set forth in this
Agreement.
(b) In connection therewith, the Trust has delivered to Forum copies of
(i) the Trust's Trust Instrument and, if applicable, Bylaws (collectively, as
amended from time to time, "Organic Documents"), (ii) the Trust's Registration
Statement and all amendments thereto filed with the U.S. Securities and Exchange
Commission ("SEC") pursuant the 1940 Act (the "Registration Statement"), (iii)
the current Part A and Part B of each Portfolio's Registration Statement
(collectively, as currently in effect and as amended or supplemented, the
"Offering Document"), (iv) each plan of distribution or similar document adopted
by the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current
shareholder service plan or similar document adopted by the Trust ("Service
Plan"), and (v) all procedures adopted by the Trust with respect to the
Portfolios (i.e., repurchase agreement procedures), and shall promptly furnish
Forum with all amendments of or supplements to the foregoing. The Trust shall
deliver to Forum a certified
<PAGE>
copy of the resolution of the Board of Trustees of the Trust (the "Board")
appointing Forum and authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM AND THE TRUST
(a) Subject to the direction and control of the Board, Forum shall
manage all aspects of the Trust's operations with respect to the Portfolios
except those that are the responsibility of any investment adviser, or
investment subadviser to a Portfolio (collectively, the "Adviser") or any other
service provider hired by the Trust, all in such manner and to such extent as
may be authorized by the Board.
(b) With respect to the Trust or each Portfolio, as applicable, Forum
shall:
(i) at the Trust's expense, provide the Trust with, or arrange for the
provision of, the services of persons competent to perform such legal,
administrative and clerical functions not otherwise described in this
Section 2(b) as are necessary to provide effective operation of the
Trust;
(ii) oversee (A) the preparation and maintenance by the Advisers and
the Trust's custodian, interestholder recordkeeper and fund accountant
in such form, for such periods and in such locations as may be required
by applicable United States law, of all documents and records relating
to the operation of the Trust required to be prepared or maintained by
the Trust or its agents pursuant to applicable law; (B) the
reconciliation of account information and balances among the Advisers
and the Trust's custodian, interestholder recordkeeper and fund
accountant; (C) the transmission of purchase and redemption orders for
Units; (D) the notification to the Advisers of available funds for
investment; and (E) the performance of fund accounting, including the
calculation of the net asset value of the Units;
(iii) oversee the performance of administrative and professional
services rendered to the Trust by others, including its custodian and
interestholder recordkeeper as well as legal, auditing, interestholder
recordkeeping and other services performed for the Portfolios;
(iv) file or oversee the filing of each document required to be filed
by the Trust in either written or, if required, electronic format
(e.g., electronic data gathering analysis and retrieval system or
"EDGAR") with the SEC;
(v) assist in and oversee the preparation, filing and printing and the
periodic updating of the Registration Statement and Offering Documents;
(vi) oversee the preparation and filing of the Trust's tax returns;
(vii) oversee the preparation of financial statements and related
reports to the Trust's interestholders, the SEC and state and other
securities administrators;
<PAGE>
(xiii) assist in and oversee the preparation and printing of proxy and
information statements and any other communications to interestholders;
(ix) provide the Trust with adequate general office space and
facilities and provide persons suitable to the Board to serve as
officers of the Trust;
(x) assist the Advisers in monitoring Portfolio holdings for compliance
with Offering Document investment restrictions and assist in
preparation of periodic compliance reports;
(xi) prepare, file and maintain the Trust's Organic Documents and
minutes of meetings of Trustees, Board committees and interestholders;
(xii) with the cooperation of the Trust's counsel, Advisers, the
officers of the Trust and other relevant parties, prepare and
disseminate materials for meetings of the Board;
(xiii) maintain the Trust's existence and good standing under
applicable state law;
(xiv) if required, monitor sales of Units, ensure that the Units are
properly and duly registered with the SEC and register, or prepare
applicable filings with respect to, the Units with the various state
and other securities commissions;
(xv) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Trust and other appropriate purposes;
(xvi) oversee the determination of the amount of and supervise
distributions to interestholders and prepare and distribute to
appropriate parties notices announcing the Trust's distributions to
interestholders;
(xvii) advise the Trust and the Board on matters concerning the Trust
and its affairs;
(xviii) calculate, review and account for Portfolio expenses and report
on Portfolio expenses on a periodic basis;
(xix) authorize the payment of Trust expenses and pay, from Trust
assets, all bills of the Trust;
(xx) prepare Portfolio budgets, pro-forma financial statements, expense
and profit/loss projections and fee waiver/expense reimbursement
projections on a periodic basis;
(xxi) prepare financial statement expense information;
<PAGE>
(xxii) assist the Trust in the selection of other service providers,
such as independent accountants, law firms and proxy solicitors; and
(xxii) perform such other recordkeeping, reporting and other tasks as
may be specified from time to time in the procedures adopted by the
Board; provided, that Forum need not begin performing any such task
except upon 65 days' notice and pursuant to mutually acceptable
compensation agreements.
(c) Forum shall provide such other services and assistance relating to
the affairs of the Trust as the Trust or an Adviser may, from time to time,
reasonably request pursuant to mutually acceptable compensation agreements.
(d) Forum shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be maintained
under the 1940 Act and Rule 31a-1 thereunder. The books and records pertaining
to the Trust that are in possession of Forum shall be the property of the Trust.
The Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during Forum's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by Forum to the Trust or the Trust's authorized
representatives. In the event the Trust designates a successor that assumes any
of Forum's obligations hereunder, Forum shall, at the expense and direction of
the Trust, transfer to such successor all relevant books, records and other data
established or maintained by Forum under this Agreement.
(e) Nothing contained herein shall be construed to require Forum to
perform any service that could cause Forum to be deemed an investment adviser
for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
or that could cause a Portfolio to act in contravention of the Portfolio's
Offering Document or any provision of the 1940 Act. Except with respect to
Forum's duties as set forth in this Section 2 and except as otherwise
specifically provided herein, the Trust assumes all responsibility for ensuring
that the Trust complies with all applicable requirements of the 1940 Act and any
laws, rules and regulations of governmental authorities with jurisdiction over
the Trust. All references to any law in this Agreement shall be deemed to
include reference to the applicable rules and regulations promulgated under
authority of the law and all official interpretations of such law or rules or
regulations.
(f) In order for Forum to perform the services required by this Section
2, the Trust (i) shall cause all service providers to the Trust to furnish any
and all information to Forum, and assist Forum as may be required and (ii) shall
ensure that Forum has access to all records and documents maintained by the
Trust or any service provider to the Trust.
SECTION 3. STANDARD OF CARE AND RELIANCE
(a) Forum shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Forum in
writing. Forum shall use its best judgment and efforts in rendering the services
described in this Agreement. Forum shall not be liable to the Trust or any of
the Trust's interestholders for any action or inaction of Forum
<PAGE>
relating to any event whatsoever in the absence of bad faith, willful
misfeasance or gross negligence in the performance of Forum's duties or
obligations under this Agreement or by reason of Forum's reckless disregard of
its duties and obligations under this Agreement.
(b) The Trust agrees to indemnify and hold harmless Forum, its
employees, agents, directors, officers and managers and any person who controls
Forum within the meaning of section 15 of the Securities Act of 1933, as
amended, or section 20 of the Securities Exchange Act of 1934, as amended,
("Forum Indemnitees") against and from any and all claims, demands, actions,
suits, judgments, liabilities, losses, damages, costs, charges, reasonable
counsel fees and other expenses of every nature and character arising out of or
in any way related to Forum's actions taken or failures to act with respect to a
Portfolio that are consistent with the standard of care set forth in Section
3(a) or based, if applicable, on good faith reliance upon an item described in
Section 3(d) (a "Claim"). The Trust shall not be required to indemnify any Forum
Indemnitee if, prior to confessing any Claim against the Forum Indemnitee, Forum
or the Forum Indemnitee does not give the Trust written notice of and reasonable
opportunity to defend against the claim in its own name or in the name of the
Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Trust, its
employees, agents, trustees and officers against and from any and all claims,
demands, actions, suits, judgments, liabilities, losses, damages, costs,
charges, reasonable counsel fees and other expenses of every nature and
character arising out of Forum's actions taken or failures to act with respect
to a Portfolio that are not consistent with the standard of care set forth in
Section 3(a). Forum shall not be required to indemnify the Trust if, prior to
confessing any Claim against the Trust, the Trust does not give Forum written
notice of and reasonable opportunity to defend against the claim in its own name
or in the name of the Trust.
(d) A Forum Indemnitee shall not be liable for any action taken or
failure to act in good faith reliance upon:
(i) the advice of the Trust or of counsel, who may be counsel to the
Trust or counsel to Forum;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by the person or persons
authorized by the Board to give such oral instruction. Forum shall have
no duty or obligation to make any inquiry or effort of certification of
such oral instruction;
(iii) any written instruction or certified copy of any resolution of
the Board, and Forum may rely upon the genuineness of any such document
or copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust
or other proper party or parties;
<PAGE>
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the administrative services provided by Forum
pursuant to this Agreement, the Trust shall pay Forum, with respect to each
Portfolio, the fees set forth in Appendix B hereto. These fees shall be accrued
by the Trust daily and shall be payable monthly in arrears on the first day of
each calendar month for services performed under this Agreement during the prior
calendar month. Any of the legal services identified in Appendix C hereto may be
provided to the Trust by personnel of the Legal Department of Forum, subject to
satisfaction of the conditions contained in Section 7(c). Forum shall not charge
the Trust for providing the legal services identified in Appendix C, except for
those matters designated as Special Legal Services, as to which Forum may
charge, and, subject to review and approval by the Chairman of the Audit
Committee or Trust Counsel, the Trust shall pay, an additional amount as
reimbursement of the cost to Forum of providing the Special Legal Services.
Reimbursement shall be payable monthly in arrears on the first day of each
calendar month for services performed under this Agreement during the prior
calendar month. Nothing in this Agreement shall require Forum to provide any of
the services listed in Appendix C, and each of those services may be performed
by an outside vendor if appropriate in the judgment of Forum.
If fees begin to accrue in the middle of a month or if this Agreement
terminates before the end of any month, all fees for the period from that date
to the end of that month or from the beginning of that month to the date of
termination, as the case may be, shall be prorated according to the proportion
that the period bears to the full month in which the effectiveness or
termination occurs. Upon the termination of this Agreement with respect to a
Portfolio, the Trust shall pay to Forum such compensation as shall be payable
prior to the effective date of termination.
(b) The Trust shall be responsible for and assumes the obligation for
payment of all of its expenses, including: (a) the fee payable under this
Agreement; (b) the fees payable to each Adviser under an agreement between the
Adviser and the Trust; (c) expenses of issue, repurchase and redemption of
Units; (d) interest charges, taxes and brokerage fees and commissions; (e)
premiums of insurance for the Trust, its trustees and officers and fidelity bond
premiums; (f) fees, interest charges and expenses of third parties, including
the Trust's independent accountant, custodian, interestholder recordkeeper and
fund accountant; (g) fees of pricing, interest, dividend, credit and other
reporting services; (h) costs of membership in trade associations; (i)
telecommunications expenses; (j) funds transmission expenses; (k) auditing,
legal and compliance expenses; (l) costs of forming the Trust and maintaining
its existence; (m) costs of preparing, filing and printing the Trust's Offering
Documents, subscription application forms and interestholder reports and other
communications and delivering them to existing interestholders,
<PAGE>
whether of record or beneficial; (n) expenses of meetings of interestholders and
proxy solicitations therefor; (o) costs of maintaining books of original entry
for portfolio and fund accounting and other required books and accounts, of
calculating the net asset value of Units and of preparing tax returns; (p) costs
of reproduction, stationery, supplies and postage; (q) fees and expenses of the
Trust's trustees; (r) compensation of the Trust's officers and employees and
costs of other personnel (who may be employees of the Adviser, Forum or their
respective affiliated persons) performing services for the Trust; (s) costs of
Board, Board committee, interestholder and other corporate meetings; (t) SEC
registration fees and related expenses; (u) state, territory or foreign
securities laws registration fees and related expenses; and (v) all fees and
expenses paid by the Trust in accordance with any Plan or Service Plan or
agreement related to similar manners.
(c) Should the Trust exercise its right to terminate this Agreement,
the Trust, on behalf of the applicable Portfolio, shall reimburse Forum for all
out-of-pocket expenses and employee time (at 150% of salary) associated with the
copying and movement of records and material to any successor person and
providing assistance to any successor person in the establishment of the
accounts and records necessary to carry out the successor's responsibilities.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each
Portfolio on December 1, 1997. Upon effectiveness of this Agreement, it shall
supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as such Agreement may have been deemed to relate
to the Portfolios.
(b) This Agreement shall continue in effect with respect to a Portfolio
until terminated; provided, that continuance is specifically approved at least
annually (i) by the Board or by a vote of a majority of the outstanding voting
securities of the Portfolio and (ii) by a vote of a majority of Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party (other than as Trustees of the Trust).
(c) This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty (i) by the Board on 60 days' written
notice to Forum or (ii) by Forum on 60 days' written notice to the Trust. The
obligations of Sections 3 and 4 shall survive any termination of this Agreement.
(d) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Forum or the Trust except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
<PAGE>
SECTION 6. ADDITIONAL PORTFOLIOS
In the event that the Trust establishes one or more series of Units
after the effectiveness of this Agreement, such series of Units shall become
Portfolios under this Agreement. Forum or the Trust may elect not to make any
such series subject to this Agreement.
SECTION 7. CONFIDENTIALITY. Forum agrees to treat all records and other
information related to the Trust as proprietary information of the Trust and, on
behalf of itself and its employees, to keep confidential all such information,
except that Forum may
(a) prepare or assist in the preparation of periodic reports to
interestholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) without limiting the generality of the Sections 7(a) and (b), the
Trust acknowledges that certain legal services may be provided to it by lawyers
who are employed by Forum or its affiliates and who render services to Forum and
its affiliates. A lawyer who provides such services to the Trust, and any lawyer
who supervises such lawyer, although employed generally by Forum or its
affiliates, will have a direct professional attorney/client relationship with
the Trust. Those services for which such a direct relationship will exist are
listed in Appendix C hereto. Provided (i) Forum agrees with any attorney
performing legal services for the Trust to not direct the professional judgment
of the attorney in performing those legal services and (ii) the attorney agrees
to disclose to the Chairman of the Audit Committee or to Trust counsel any
circumstance in which a legal service the attorney proposes to provide relates
to a matter in which the Trust and Forum have divergent legal or economic
interests, each of Forum and the Trust hereby consents to the simultaneous
representation by the attorney of both Forum and the Trust and waives any
general conflict of interest existing in such simultaneous representation, and
the Trust agrees that, in the event the attorney ceases to represent the Trust,
whether at the request of the Trust or otherwise, the attorney may continue
thereafter to represent Forum, and the Trust expressly consents to such
continued representation.
SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
<PAGE>
SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of the Trust, or persons who are otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
(b) Forum may subcontract any or all of its responsibilities pursuant
to this Agreement to one or more corporations, trusts, firms, individuals or
associations, which may be affiliated persons of Forum, who agree to comply with
the terms of this Agreement; provided, that any such subcontracting shall not
relieve Forum of its responsibilities hereunder. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation from the
Trust.
(c) Without limiting the generality of the Sections 9(a) and (b), the
trust acknowledges that certain legal services may be rendered to it by lawyers
who are employed by Forum or its affiliates and who render services to Forum and
its affiliates. A lawyer who renders such services to the Trust, and any lawyer
who supervises such lawyer, although employed generally by Forum or its
affiliates, will have a direct professional attorney/client relationship with
the Trust. Those services for which such a direct relationship will exist are
listed in Appendix C hereto. Each of Forum and the Trust hereby consents to the
simultaneous representation by such lawyers of both Forum and the Trust, and
waives any conflict of interest existing in such simultaneous representation.
Furthermore, the Trust agrees that, in the event such lawyer ceases to represent
the Trust, whether at the request of the Trust or otherwise, the lawyer may
continue thereafter to represent Forum, and the Trust expressly consents to such
continued representation.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Portfolio's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the accountants'
duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity under this Agreement, to perform any functions or duties
on any day other than a business day of the Trust or of a Portfolio. Functions
or duties normally scheduled to be performed on any day which is not a business
day of the Trust or of a Portfolio shall be performed on, and as of, the next
business day, unless otherwise required by law.
<PAGE>
SECTION 12. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the interestholders of each Portfolio
shall not be liable for any obligations of the Trust or of the Portfolios under
this Agreement, and Forum agrees that, in asserting any rights or claims under
this Agreement, it shall look only to the assets and property of the Trust or
the Portfolio to which Forum's rights or claims relate in settlement of such
rights or claims, and not to the trustees of the Trust or the interestholders of
the Portfolios.
SECTION 13. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Portfolios in accordance with
Section 6, no provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(g) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Portfolio of the Trust are
separate and distinct from the assets and liabilities of each other Portfolio
and that no Portfolio shall be liable or shall be charged for any
<PAGE>
debt, obligation or liability of any other Portfolio, whether arising under this
Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager
of Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) The terms "vote of a majority of the outstanding voting
securities," "interested person," and "affiliated person" shall have the
meanings ascribed thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
CORE TRUST (DELAWARE)
By:________________________
David I. Goldstein
Secretary
FORUM ADMINISTRATIVE SERVICES,
LIMITED LIABILITY COMPANY
By: Forum Advisors, Inc., as Manager
By:________________________
John Y. Keffer
President
<PAGE>
CORE TRUST (DELAWARE)
ADMINISTRATION AGREEMENT
APPENDIX A
PORTFOLIOS OF THE TRUST
AS OF SEPTEMBER 22, 1997
International Portfolio
Index Portfolio
Small Company Stock Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Large Company Portfolio
Income Equity Portfolio
Managed Fixed Income Portfolio
Total Return Bond Portfolio
Positive Return Bond Portfolio
Stable Income Portfolio
Prime Money Market Portfolio
Money Market Portfolio
Cash Portfolio
Government Cash Portfolio
Treasury Cash Portfolio
Treasury Portfolio
Municipal Cash Portfolio
<PAGE>
CORE TRUST (DELAWARE)
ADMINISTRATION AGREEMENT
APPENDIX B
FEES
Fee as a % of the Annual Average
Portfolio Daily Net Assets of the Portfolio
--------- ---------------------------------
International Portfolio 0.15%
Index Portfolio 0.05%
Small Company Stock Portfolio 0.05%
Small Company Growth Portfolio 0.05%
Small Company Value Portfolio 0.05%
Large Company Portfolio 0.05%
Income Equity Portfolio 0.05%
Managed Fixed Income Portfolio 0.05%
Total Return Bond Portfolio 0.05%
Positive Return Bond Portfolio 0.05%
Stable Income Portfolio 0.05%
Prime Money Market Portfolio 0.05%
Money Market Portfolio 0.05%
Cash Portfolio 0.05%
Government Cash Portfolio 0.05%
Treasury Cash Portfolio 0.05%
Treasury Portfolio 0.05%
Municipal Cash Portfolio 0.05%
<PAGE>
CORE TRUST (DELAWARE)
ADMINISTRATION AGREEMENT
APPENDIX C
LEGAL SERVICES
Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are WITHIN the ordinary course of the Trust's
business.
Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are OUTSIDE the ordinary course of the Trust's
business(*).
Liaison with the SEC.
Draft correspondences to SEC and respond to SEC comments.
Liaison with the Trust's outside counsel.
Provide attorney letters to the Trust's auditors.
Assist Trust outside counsel in the preparation of exemptive applications,
no-action letters, registration statements and proxy statements and related
material.
Prepare exemptive applications, no-action letters, registration statements
and proxy statements and related material, and draft correspondences to SEC
and respond to SEC comments with respect thereto(*).
Prepare registration statement supplements.
Prepare and/or review agendas and minutes for and respond to inquiries at
board and interestholder meetings regarding applicable U.S. laws and
regulations.
Prepare and/or review agreements between the Trust and any third parties.
Note: Items designated with an (*) are Special Legal Services.
EXHIBIT (9)(B)
CORE TRUST (DELAWARE)
PORTFOLIO AND UNITHOLDER
ACCOUNTING AGREEMENT
AGREEMENT made as of the 1st day of June, 1997 and amended this 5th day
of December, 1997, by and between Core Trust (Delaware), a business trust
organized under the laws of the State of Delaware, with its principal office and
place of business at Two Portland Square, Portland, Maine 04101 (the "Trust"),
and Forum Accounting Services, Limited Liability Company, a Delaware limited
liability company with its principal office and place of business at Two
Portland Square, Portland, Maine 04101 ("Forum").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and may issue units (as defined in the Trust's Trust Instrument) (the "Units")
in separate series; and
WHEREAS, the Trust offers Units in various series as listed in Appendix
A hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Portfolio," and collectively as the
"Portfolios"); and
WHEREAS, the Trust desires that Forum perform certain portfolio
accounting and unitholder recordkeeping services for each Portfolio and Forum is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Forum, and Forum hereby agrees, to act as
portfolio accountant and unitholder recordkeeper for the Units of the Portfolios
for the period and on the terms set forth in this Agreement.
(b) In connection therewith, the Trust has delivered to Forum copies of
(i) the Trust's Trust Instrument and, if applicable, Bylaws (collectively, as
amended from time to time, "Organic Documents"), (ii) the Trust's Registration
Statement and all amendments thereto filed with the U.S. Securities and Exchange
Commission ("SEC") pursuant the 1940 Act (the "Registration Statement"), (iii)
the current Part A and Part B of the Trust's Registration Statement
(collectively, as currently in effect and as amended or supplemented, the
"Offering Document") and (iv) all procedures adopted by the Trust with respect
to the Portfolios (i.e., repurchase agreement procedures), and shall promptly
furnish Forum with all amendments of or supplements to the foregoing. The Trust
shall deliver to Forum a certified copy of the resolution of the Board of
Trustees of the Trust (the "Board") appointing Forum and authorizing the
execution and delivery of this Agreement.
SECTION 2A. PORTFOLIO ACCOUNTING DUTIES
With respect to each Portfolio, Forum shall perform the following
services:
(i) calculate the net asset value per unit with the frequency
prescribed in each Portfolio's then current Offering Document;
(ii) calculate each item of income, expense, deduction, credit, gain
and loss, if any, as required by the Trust and in conformance with
generally accepted accounting principles ("GAAP"), the SEC's Regulation
<PAGE>
S-X (or any successor regulation) and the Internal Revenue Code of
1986, as amended (or any successor laws)(the "Code");
(iii) maintain each Portfolio's general ledger and record all income,
expenses, capital share activity and security transactions of each
Portfolio;
(iv) calculate the yield, effective yield, tax equivalent yield and
total return for each Portfolio as applicable, and such other measure
of performance as may be agreed upon between the parties hereto;
(v) provide the Trust and such other persons as the Administrator may
direct with the following reports (A) a current security position
report, (B) a summary report of transactions and pending maturities
(including the principal, cost, and accrued interest on each portfolio
security in maturity date order), and (C) a current cash position and
projection report;
(vi) prepare and record, as of each time when the net asset value of a
Portfolio is calculated or as otherwise directed by the Trust, either
(A) a valuation of the assets of the Portfolio (in accordance with the
Trust's valuation procedures) or (B) a calculation confirming that the
market value of the Portfolio's assets does not deviate from the
amortized cost value of those assets by more than a specified
percentage;
(vii) make such adjustments over such periods as Forum deems necessary
to reflect over-accruals or under-accruals of estimated expenses or
income;
(viii) request any necessary information from the Administrator and the
Trust's placement agent in order to prepare, and prepare, the Trust's
Form N-SAR;
(ix) provide appropriate records to the Trust's independent accountants
and, upon approval of the Trust or the Administrator, any regulatory
body in any requested review of the Trust's books and records
maintained by Forum;
(x) prepare semi-annual financial statements and oversee the production
of the semi-annual financial statements and any related report to the
Trust's shareholders prepared by the Trust or its investment advisers;
(xi) file the Portfolios' semi-annual financial statements with the SEC
or ensure that the Portfolios' semi-annual financial statements are
filed with the SEC;
(xii) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information with respect to investment companies;
(xiii) provide the Trust or the Administrator with the data requested
by the Administrator that is required to update the Registration
Statement;
(xiv) provide the Trust or independent accountants with all information
requested with respect to the preparation of the Trust's income and
other tax returns;
(xv) prepare or prepare, execute and file all Federal income tax
returns and state income and other tax returns, including any
extensions or amendments, each as agreed between the Trust and Forum;
(xvi) produce quarterly compliance reports for investment advisers to
the Trust and the Board and provide information to the Administrator,
investment advisers to the Trust and other appropriate persons with
respect to questions of Portfolio compliance;
(xvii) provide tax attribute information to the appropriate agents of
each investor in the Portfolio that seeks to qualify as a regulated
investment company under the Code;
<PAGE>
(xviii) daily reconcile Units outstanding and other data with the
records of the holders of Units ("Unitholders");
(xiv) periodically reconcile all appropriate data with each Portfolio's
custodian;
(xv) verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for
each security; and
(xvi) perform such other recordkeeping, reporting and other tasks as
may be specified from time to time in the procedures adopted by the
Board; provided, that Forum need not begin performing any such task
except upon 65 days' notice and pursuant to mutually acceptable
compensation agreements.
SECTION 2B. UNITHOLDER RECORDKEEPING DUTIES
(a) In accordance with procedures established from time to time by
agreement between the Trust and Forum, with respect to each Portfolio Forum
shall perform the following services:
(i) provide the services of a transfer agent and, as relevant, agent in
connection with accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal
program) that are customary for open-end management investment
companies including: (A) maintaining all accounts for Unitholders, (B)
preparing Unitholder meeting lists, (C) mailing proxies to Unitholders,
(D) mailing Unitholder reports and prospectuses to current Unitholders,
(E) withholding taxes on U.S. resident and non-resident alien accounts,
(F) preparing and mailing statements of account to Unitholders for all
purchases and redemptions of Units and other transactions in Unitholder
accounts, (G) preparing and mailing activity statements for
Unitholders, and (H) providing Unitholder account information;
(ii) receive for acceptance orders for the purchase of Units and
promptly deliver payment and appropriate documentation therefor to the
custodian of the applicable Portfolio (the "Custodian");
(iii) pursuant to purchase orders, issue the appropriate number of
Units and hold such Units in the appropriate Unitholder account;
(iv) receive for acceptance redemption requests and deliver the
appropriate documentation therefor to the Custodian;
(v) as and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required by
the prospectus pursuant to which the redeemed Units were offered and as
instructed by the redeeming Unitholders;
(vi) effect transfers of Units upon receipt of appropriate instructions
from Unitholders and instructions from the Trust;
(vii) receive from Unitholders or debit Unitholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (i.e., wire redemption charges) and prepare
and transmit payments to underwriters, selected dealers and others for
commissions and service fees received;
(xiii) prepare and transmit payments to underwriters, selected dealers
and others for trail commissions, Rule 12b-1 fees, shareholder service
fees and other payments based on the amount of assets in Unitholder
accounts;
<PAGE>
(ix) maintain records of account for and provide reports and
statements to the Trust and Unitholders as to the foregoing;
(x) record the issuance of Units of the Trust and maintain pursuant to
Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended
("1934 Act") a record of the total number of Units of the Trust and
each Portfolio that are authorized, based upon data provided to it by
the Trust, and are issued and outstanding and provide the Trust on a
regular basis a report of the total number of Units that are authorized
and the total number of Units that are issued and outstanding; and
(xi) provide a system which will enable the Trust to monitor the total
number of Units of each Portfolio sold in each State.
(b) Forum shall provide the following additional services on behalf of
the Trust and such other services agreed to in writing by the Trust and Forum:
(i) monitor and make appropriate filings with respect to the
escheatment laws of the various states and territories of the United
States;
(ii) receive and tabulate proxy votes; and
(iii) solicit Unitholders with respect to Unitholder meetings.
(c) The Trust or the Administrator or other agent (i) shall identify to
Forum in writing those transactions and assets to be treated as exempt from
reporting for each state and territory of the United States and for each foreign
jurisdiction (collectively "States") and (ii) shall monitor the sales activity
with respect to Unitholders domiciled or resident in each State. The
responsibility of Forum for the Trust's State registration status is solely
limited to the reporting of transactions to the Trust, and Forum shall have no
obligation, when recording the issuance of Units, to monitor the issuance of
such Units or to take cognizance of any laws relating to the issue or sale of
such Units, which functions shall be the sole responsibility of the Trust.
(d) Forum shall establish and maintain facilities and procedures
reasonably acceptable to the Trust for the safekeeping, control, preparation and
use of share certificates (if authorized to be issued by the Trust), check
forms, and facsimile signature imprinting devices. Forum shall establish and
maintain facilities and procedures reasonably acceptable to the Trust for
safekeeping of all records maintained by Forum pursuant to this Agreement.
(e) Forum shall procure, at its cost, the services of an affiliate that
is registered as a transfer agent under the 1934 Act to perform those services
hereunder that must be performed by a registered transfer agent, if any.
SECTION 2C. OTHER DUTIES
(a) Forum shall prepare and maintain on behalf of the Trust the
following books and records of each Portfolio pursuant to Rule 31a-1 under the
1940 Act (the "Rule"):
(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, purchase and redemption of Units by
the Portfolios, all receipts and disbursements of cash and all other
debits and credits, as required by subsection (b)(1) of the Rule;
(ii) Journals and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by
subsection (b)(2) of the Rule (including the Unitholder ledgers
required by subsection (b)(2)(iv);
<PAGE>
(iii) A record of each brokerage order given by or on behalf of the
Trust for, or in connection with, the purchase or sale of securities,
and all other portfolio purchases or sales, as required by subsections
(b)(5) and (b)(6) of the Rule;
(iv) A record of all options, if any, in which the Trust has any direct
or indirect interest or which the Trust has granted or guaranteed and a
record of any contractual commitments to purchase, sell, receive or
deliver any property as required by subsection (b)(7) of the Rule;
(v) A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule;
(vi) The applicable books and records required to be maintained under
Section 17A(d) of the 1934 Act and the rules and regulations
thereunder; and
(vi) Other records required by the Rule or any successor rule or
pursuant to interpretations thereof to be kept by open-end management
investment companies, but limited to those provisions of the Rule
applicable to portfolio transactions and as agreed upon between the
parties hereto.
(b) The books and records maintained pursuant to Section 2C(a) shall be
prepared and maintained in such form, for such periods and in such locations as
may be required by the 1940 Act and the 1934 Act. The books and records
pertaining to the Trust required to be maintained by and that are in possession
of Forum shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during Forum's normal business hours. Upon the reasonable request of the
Trust or the Administrator, copies of any such books and records shall be
provided promptly by Forum to the Trust or the Trust's authorized
representatives at the Trust's expense. In the event the Trust designates a
successor that shall assume any of Forum's obligations hereunder, Forum shall,
at the expense and direction of the Trust, transfer to such successor all
relevant books, records and other data established or maintained by Forum under
this Agreement.
(c) In case of any requests or demands for the inspection of the
records of the Trust maintained by Forum, Forum will endeavor to notify the
Trust and to secure instructions from an authorized officer of the Trust as to
such inspection. Forum shall abide by the Trust's instructions for granting or
denying the inspection; provided, however, that Forum may grant the inspection
without instructions if Forum is advised by counsel to Forum that failure to do
so will result in liability to Forum.
SECTION 3. STANDARD OF CARE; RELIANCE
(a) Forum shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Forum in
writing. Forum shall use its best judgment and efforts in rendering the services
described in this Agreement. Forum shall not be liable to the Trust or any of
the Trust's shareholders for any action or inaction of Forum relating to any
event whatsoever in the absence of bad faith, willful misfeasance or gross
negligence in the performance of Forum's duties or obligations under this
Agreement or by reason of Forum's reckless disregard of its duties and
obligations under this Agreement.
(b) The Trust agrees to indemnify and hold harmless Forum, its
employees, agents, directors, officers and managers and any person who controls
Forum within the meaning of section 15 of the Securities Act or section 20 of
the Securities Exchange Act of 1934, as amended, ("Forum Indemnitees") against
and from any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, reasonable counsel fees and other expenses of
every nature and character arising out of or in any way related to Forum's
actions taken or failures to act with respect to a Portfolio that are consistent
with the standard of care set forth in Section 3(a) or based, if applicable, on
good faith reliance upon an item described in Section 3(d)(a "Forum Claim"). The
Trust shall not be required to indemnify any Forum Indemnitee if, prior to
confessing any Forum Claim against the Forum Indemnitee, Forum or the Forum
Indemnitee does not give the Trust written notice of and reasonable opportunity
to defend against the Forum Claim in its own name or in the name of the Forum
Indemnitee.
<PAGE>
(c) Forum agrees to indemnify and hold harmless the Trust, its
employees, agents, directors, officers and managers ("Trust Indemnitees")
against and from any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, reasonable counsel fees and other
expenses of every nature and character arising out of or in any way related to
Forum's actions taken or failures to act with respect to a Portfolio that are
not consistent with the standard of care set forth in Section 3(a)("Trust
Claim"). Forum shall not be required to indemnify any Trust Indemnitee if, prior
to confessing any Trust Claim against the Trust Indemnitee, the Trust or the
Trust Indemnitee does not give Forum written notice of and reasonable
opportunity to defend against the Trust Claim in its own name or in the name of
the Trust Indemnitee.
(d) A Forum Indemnitee shall not be liable for any action taken or
failure to act in good faith reliance upon:
(i) the advice of the Trust or of counsel, who may be counsel to the
Trust or counsel to Forum;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by the person or persons
authorized by the Board to give such oral instruction (Forum shall have
no duty or obligation to make any inquiry or effort of certification of
such oral instruction.);
(iii) any written instruction or certified copy of any resolution of
the Board, and Forum may rely upon the genuineness of any such document
or copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust
or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Except to the extent it has breached the provisions of this
Agreement, Forum shall not be liable for the errors of other service providers
to the Trust, including the errors of pricing services (other than to pursue all
reasonable claims against the pricing service based on the pricing services'
standard contracts entered into by Forum) and errors in information provided by
an investment adviser (including prices and pricing formulas and the untimely
transmission of trade information), custodian or transfer agent to the Trust.
(f) With respect to Portfolios which do not value their assets in
accordance with Rule 2a-7 under the 1940 Act, notwithstanding anything to the
contrary in this Agreement, Forum shall not be liable to the Trust or any
shareholder of the Trust for (i) any loss to the Trust if an NAV Difference for
which Forum would otherwise be liable under this Agreement is less than or equal
to 0.001 (1/10 of 1%) or (ii) any loss to a shareholder of the Trust if the NAV
Difference for which Forum would otherwise be liable under this Agreement is
less than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder's
account with the Trust is less than or equal to $10. Any loss for which Forum is
determined to be liable hereunder shall be reduced by the amount of gain which
inures to shareholders, whether to be collected by the Trust or not.
(g) For purposes of this Agreement, (i) the NAV Difference shall mean
the difference between the NAV at which a shareholder purchase or redemption
should have been effected ("Recalculated NAV") and the NAV at which the purchase
or redemption is effected, divided by the Recalculated NAV, (ii) NAV Differences
and any Forum liability therefrom are to be calculated each time a Portfolio's
NAV is calculated, (iii) in calculating any NAV Difference for which Forum would
otherwise be liable under this Agreement for a particular NAV error, Portfolio
losses and gains shall be netted and (iv) in calculating any NAV Difference for
which Forum would otherwise be liable under this Agreement for a particular NAV
error that continues for a period covering more than one NAV determination,
Portfolio losses and gains for the period shall be netted.
<PAGE>
(h) Nothing contained herein shall be construed to require Forum to
perform any service that could cause Forum to be deemed an investment adviser
for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
or that could cause a Portfolio to act in contravention of a Portfolio's
Prospectus or any provision of the 1940 Act. Except as otherwise specifically
provided herein, the Trust assumes all responsibility for ensuring that the
Trust complies with all applicable requirements of the Securities Act, the 1940
Act and any laws, rules and regulations of governmental authorities with
jurisdiction over the Trust. All references to any law in this Agreement shall
be deemed to include reference to the applicable rules and regulations
promulgated under authority of the law and all official interpretations of such
law or rules or regulations.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Forum pursuant to this
Agreement, the Trust shall pay Forum, with respect to each Portfolio, the fees
set forth in Clause (i) of Appendix B hereto. In consideration of the services
provided by Forum to begin the operations of a new Portfolio, the Trust shall
pay Forum, with respect to each Portfolio, the fees set forth in clause (ii) of
Appendix B hereto. In consideration of additional services provided by Forum to
perform certain functions, the Trust shall pay Forum, with respect to each
Portfolio the fees set forth in clause (iii) of Appendix B hereto. Nothing in
this Agreement shall require Forum to perform any of the services listed in
clause (iii) of Appendix B hereto, as such services may be performed by the
Portfolio's independent accountant if appropriate.
All fees payable hereunder shall be accrued daily by the Trust. The
fees payable for the services listed in clauses (i) and (iii) of Appendix B
hereto shall be payable monthly in advance on the first day of each calendar
month for services to be performed during the following calendar month. The fees
payable for the services listed in clause (ii) and for all reimbursements as
described in Section 4(b) shall be payable monthly in arrears on the first day
of each calendar month (the first day of the calendar month after the Portfolio
commences operations in the case of the fees listed in clause (ii) of Appendix B
hereto) for services performed during the prior calendar month. If fees payable
for the services listed in clause (i) begin to accrue in the middle of a month
or if this Agreement terminates before the end of any month, all fees for the
period from that date to the end of that month or from the beginning of that
month to the date of termination, as the case may be, shall be prorated
according to the proportion that the period bears to the full month in which the
effectiveness or termination occurs. Upon the termination of this Agreement with
respect to a Portfolio, the Trust shall pay to Forum such compensation as shall
be payable prior to the effective date of termination.
(b) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Portfolio, agrees to reimburse Forum for
the expenses set forth in Clause (iv) of Appendix B hereto. In addition, the
Trust, on behalf of the applicable Portfolio, shall reimburse Forum for all
expenses and employee time (at 150% of salary) attributable to any review of the
Trust's accounts and records by the Trust's independent accountants or any
regulatory body outside of routine and normal periodic reviews. Should the Trust
exercise its right to terminate this Agreement, the Trust, on behalf of the
applicable Portfolio, shall reimburse Forum for all out-of-pocket expenses and
employee time (at 150% of salary) associated with the copying and movement of
records and material to any successor person and providing assistance to any
successor person in the establishment of the accounts and records necessary to
carry out the successor's responsibilities.
(d) Forum may, with respect to questions of law relating to its
services hereunder, apply to and obtain the advice and opinion of counsel to the
Trust or counsel to Forum. The costs of any such advice or opinion shall be
borne by the Trust.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each
Portfolio on June 1, 1997 and shall become effective with respect to Portfolios
created after that date on the later of the date on which the Trust's
Registration Statement relating to the Units of the Portfolio becomes effective
or the date of the commencement of operations of the Portfolio . Upon
effectiveness of this Agreement, it shall supersede all previous agreements
<PAGE>
between the parties hereto covering the subject matter hereof insofar as such
Agreement may have been deemed to relate to the Portfolios.
(b) This Agreement shall continue in effect with respect to a Portfolio
until terminated; provided, that continuance is specifically approved at least
annually by the Board.
(c) This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty (i) by the Board on 60 days' written
notice to Forum or (ii) by Forum on 60 days' written notice to the Trust. The
obligations of Sections 3 and 4 shall survive any termination of this Agreement.
(d) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Forum or the Trust except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
SECTION 6. ADDITIONAL PORTFOLIOS
In the event that the Trust establishes one or more series of Units
after the effectiveness of this Agreement, such series of Units shall become a
Portfolio under this Agreement. Forum or the Trust may elect not to make any
such series subject to this Agreement.
SECTION 7. PROPRIETARY INFORMATION; CONFIDENTIALITY
(a) The Trust acknowledges that the databases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals maintained by Forum on databases under the control and ownership of
Forum or a third party constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to Forum or the third party. The Trust agrees to treat all Proprietary
Information as proprietary to Forum and further agrees that it shall not divulge
any Proprietary Information to any person or organization except as may be
provided under this Agreement.
(b) Forum acknowledges that the Unitholder list and all information
related to Unitholders furnished to Forum by the Trust or by a Unitholder in
connection with this Agreement constitute proprietary information (collectively,
"Customer Data") of substantial value to the Trust. In no event shall
Proprietary Information be deemed Customer Data. Forum agrees to treat all
Customer Data as proprietary to the Trust and further agrees that it shall not
divulge any Customer Data to any person or organization except as may be
provided under this Agreement or as may be directed by the Trust.
(c) Forum agrees to treat all records and other information related to
the Trust as proprietary information of the Trust and, on behalf of itself and
its employees, to keep confidential all such information, except that Forum may
(i) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(ii) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(iii) release such other information as approved in writing by the
Trust, which approval shall not be unreasonably withheld and may not be
withheld where Forum may be exposed to civil or criminal contempt
proceedings for failure to release the information, when requested to
divulge such information by duly constituted authorities or when so
requested by the Trust.
<PAGE>
SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots, failure of the mails,
transportation, communication or power supply or equipment failures; provided,
that Forum shall, at no additional expense to the Trust, take reasonable steps
to minimize service interruptions.
SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of the Trust, or persons who are otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
(b) Forum may subcontract any or all of its responsibilities pursuant
to this Agreement to one or more corporations, trusts, firms, individuals or
associations, which may be affiliated persons of Forum, who agree to comply with
the terms of this Agreement; provided, that any such subcontracting shall not
relieve Forum of its responsibilities hereunder. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation from the
Trust.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Portfolio's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the accountants'
duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity under this Agreement, to perform any functions or duties
on any day other than a business day of the Trust or of a Portfolio. Functions
or duties normally scheduled to be performed on any day which is not a business
day of the Trust or of a Portfolio shall be performed on, and as of, the next
business day, unless otherwise required by law.
SECTION 12. ISSUANCE AND TRANSFER OF UNITS; CERTIFICATES
(a) Forum shall make original issues of Units of each Portfolio in
accordance with the Offering Document only upon receipt of (i) instructions
requesting the issuance, (ii) a certified copy of a resolution of the Board
authorizing the issuance and (iii) necessary funds for the payment of any
original issue tax applicable to such Units.
(b) Transfers of Units of each Portfolio shall be registered on the
Unitholder records maintained by Forum. In registering transfers of Units, Forum
may rely upon the Uniform Commercial Code as in effect in the State of Delaware
or any other statutes that, in the opinion of Forum's counsel, protect Forum and
the Trust from liability arising from (i) not requiring complete documentation,
(ii) registering a transfer without an adverse claim inquiry, (iii) delaying
registration for purposes of such inquiry or (iv) refusing registration whenever
an adverse
<PAGE>
claim requires such refusal. As Unitholder recordkeeper, Forum will be
responsible for delivery to the transferor and transferee of such documentation
as is required by the Uniform Commercial Code.
(c) Units shall be issued to investors in a Portfolio at the net asset
value per unit next determined after Forum receives a completed purchase order.
A purchase order shall be complete at the time specified in the Prospectus
pursuant to which the Units are offered and when Forum or its agent receives (i)
an instruction directing investment in a Portfolio, (ii) a wire or other
electronic payment in the amount designated in the instruction and (iii) in the
case of an initial purchase, a completed account application.
(d) The Trust shall not issue Unit certificates.
SECTION 13. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the shareholders of each Portfolio shall
not be liable for any obligations of the Trust or of the Portfolios under this
Agreement, and Forum agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Portfolio to which Forum's rights or claims relate in settlement of such rights
or claims, and not to the trustees of the Trust or the shareholders of the
Portfolios.
SECTION 14. REPRESENTATIONS AND WARRANTIES
(a) Forum represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing and
in good standing under the laws of the State of Delaware and it is duly
qualified to carry on its business in the State of Maine;
(ii) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
(iii) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
(iv) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of Forum, enforceable against Forum
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
(b) The Trust represents and warrants to Forum that:
(i) It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware;
(ii) It is empowered under applicable laws and by its Organic Documents
to enter into and perform this Agreement;
(iii) All proceedings required by the Organic Documents have been taken
to authorize it to enter into and perform this Agreement;
(iv) It is an open-end management investment company registered under
the 1940 Act;
(v) All units of the Portfolios, when issued, shall be validly issued,
fully paid and non-assessable; and
(vi) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of the Trust, enforceable against
the Trust in accordance with its terms, subject to bankruptcy,
insolvency,
<PAGE>
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
SECTION 15. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Portfolios in accordance with
Section 6, no provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(g) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Portfolio of the Trust are
separate and distinct from the assets and liabilities of each other Portfolio
and that no Portfolio shall be liable or shall be charged for any debt,
obligation or liability of any other Portfolio, whether arising under this
Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager
of Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) The terms "vote of a majority of the outstanding voting
securities," "interested person" and "affiliated person" shall have the meanings
ascribed thereto in the 1940 Act.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
CORE TRUST (DELAWARE)
By:________________________
David I. Goldstein
Vice President
FORUM ACCOUNTING SERVICES,
LIMITED LIABILITY COMPANY
By: Forum Advisors, Inc., as Manager
By:________________________
John Y. Keffer
President
<PAGE>
CORE TRUST (DELAWARE)
PORTFOLIO AND UNITHOLDER
ACCOUNTING AGREEMENT
APPENDIX A
PORTFOLIOS OF THE TRUST
AS OF [ ]
International Portfolio
Index Portfolio
Small Company Stock Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Large Company Portfolio
Income Equity Portfolio
Managed Fixed Income Portfolio
Total Return Bond Portfolio
Positive Return Bond Portfolio
Stable Income Portfolio
Prime Money Market Portfolio
Money Market Portfolio
Cash Portfolio
Government Cash Portfolio
Treasury Cash Portfolio
Treasury Portfolio
<PAGE>
CORE TRUST (DELAWARE)
PORTFOLIO AND UNITHOLDER
ACCOUNTING AGREEMENT
APPENDIX B
FEES AND EXPENSES
<TABLE>
<S> <C>
(I) BASE FEE
Standard Fee per Portfolio with up to five Unitholders (other than
nominal interests of any initial Unitholders and
Unitholders that are affiliated persons of Forum)....................................... $4,000/month
Fee for each additional five Unitholders................................................ $500/month
Plus Additional Surcharges for each of:
(1) Tax-Free Money Market Portfolios............................................... $1,000/month
(2) Global or International Portfolios............................................. $2,000/month
(3) Portfolios with more than 25% of their total assets
invested in asset backed securities............................................ $1,000/month
(4) Portfolios with more than 50% of their total assets
invested in asset backed securities............................................ $1,000/month
(5) Portfolios with more than 100 security positions
For each 100 positions (or portion thereof) above 100...................... $1,000/month
(6) Portfolios with a monthly portfolio
turnover rate of 10% or greater................................................ $1,000/month
(7) Money Market Portfolios with asset levels exceeding:
$500 million............................................................... $500/month
$1 billion................................................................. $500/month
$2 billion................................................................. $500/month
(8) Non-Money Market Portfolios with asset levels exceeding:
$100 million............................................................... $500/month
$250 million............................................................... $500/month
$500 million............................................................... $500/month
$1 billion................................................................. $500/month
$2 billion................................................................. $500/month
(9) Portfolios holding futures or options contracts................................ $1,000/month
(10) Portfolios (other than those subject to (2) above)
holding forward currency contracts or more than
10 international positions..................................................... $1,000/month
Portfolios (other than those subject to (2) above)
holding forward currency contracts or more than
30 international positions..................................................... $1,000/month
</TABLE>
Note 1: Surcharges are determined based upon the total assets,
security positions or other factors as of the end of the prior month
and on the portfolio turnover rate for the prior month. Portfolio
turnover rate shall have the meaning ascribed thereto in SEC Form
N-1A.
Note 2: The rates set forth above shall remain fixed through December
31, 1997. On January 1, 1998, and on each successive January 1, the
rates may be adjusted automatically by Forum without action of the
Trust to reflect changes in the Consumer Price Index for the preceding
calendar year, as published by the U.S.
<PAGE>
Department of Labor, Bureau of Labor Statistics. Forum shall notify
the Trust each year of the new rates, if applicable.
Note 3. Cash Portfolio, Government Cash Portfolio and Treasury Cash
Portfolio's standard fee with up to five Unitholders is the lesser of
$4,000/month or 0.05% of the Portfolio's average annual daily net
assets.
(II) START-UP FEE
Portfolio Start-Up Fee................................... $2,000
(III) OTHER SERVICES (payable in equal installments monthly)
TAX SERVICES. Preparation of Federal income and excise tax returns and
preparation, execution and filing of state income tax returns,
including any extensions or amendments
PORTFOLIOS ADVISED BY NORWEST INVESTMENT
MANAGEMENT, INC. OR ITS AFFILIATES......... $3,500/fiscal period
OTHER MONEY MARKET PORTFOLIOS.............. $1,500/fiscal period
(IV) OUT-OF-POCKET AND RELATED EXPENSES
The Trust, on behalf of the applicable Portfolio, shall reimburse Forum
for all out-of-pocket and ancillary expenses in providing the services described
in this Agreement, including but not limited to the cost of (or appropriate
share of the cost of): (i) pricing, paydown, corporate action, credit and other
reporting services, (ii) taxes, (iii) postage and delivery services, (iv)
telephone services, (v) electronic or facsimile transmission services, (vi)
reproduction, (vii) printing and distributing financial statements, (xiii)
microfilm and microfiche and (ix) Trust record storage and retention fees. In
addition, any other expenses incurred by Forum at the request or with the
consent of the Trust, will be reimbursed by the Trust on behalf of the
applicable Portfolio.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MONARCH
FUNDS AND FORUM FUNDS ANNUAL REPORT DATED AUGUST 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000929958
<NAME> CORE TRUST (DELAWARE)
<SERIES>
<NUMBER> 005
<NAME> GOVERNMENT CASH PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 475,246,000
<INVESTMENTS-AT-VALUE> 475,246,000
<RECEIVABLES> 1,572,436
<ASSETS-OTHER> 34,002
<OTHER-ITEMS-ASSETS> 13,169
<TOTAL-ASSETS> 476,865,607
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 96,862
<TOTAL-LIABILITIES> 96,862
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 476,768,745
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 476,768,745
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 27,916,906
<OTHER-INCOME> 0
<EXPENSES-NET> 700,566
<NET-INVESTMENT-INCOME> 27,216,340
<REALIZED-GAINS-CURRENT> (27,824)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 27,188,516
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,552,918,166
<NUMBER-OF-SHARES-REDEEMED> 1,611,437,731
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (31,331,049)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 196,857
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 700,566
<AVERAGE-NET-ASSETS> 505,641,170
<PER-SHARE-NAV-BEGIN> 0
<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> 0
<EXPENSE-RATIO> .14
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MONARCH
FUNDS AND FORUM FUNDS ANNUAL REPORT DATED AUGUST 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000929958
<NAME> CORE TRUST (DELAWARE)
<SERIES>
<NUMBER> 006
<NAME> CASH PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 258,907,386
<INVESTMENTS-AT-VALUE> 258,907,386
<RECEIVABLES> 579,311
<ASSETS-OTHER> 33,236
<OTHER-ITEMS-ASSETS> 3,562
<TOTAL-ASSETS> 259,523,495
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32,484
<TOTAL-LIABILITIES> 32,484
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 259,491,011
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 259,491,011
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,383,977
<OTHER-INCOME> 0
<EXPENSES-NET> 277,984
<NET-INVESTMENT-INCOME> 10,105,993
<REALIZED-GAINS-CURRENT> (8,648)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 10,097,345
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 633,698,622
<NUMBER-OF-SHARES-REDEEMED> 510,587,879
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 133,208,088
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 72,872
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 285,605
<AVERAGE-NET-ASSETS> 185,303,750
<PER-SHARE-NAV-BEGIN> 0
<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> 0
<EXPENSE-RATIO> .15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MONARCH
FUNDS AND FORUM FUNDS ANNUAL REPORT DATED AUGUST 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000929958
<NAME> CORE TRUST (DELAWARE)
<SERIES>
<NUMBER> 007
<NAME> TREASURY CASH PORTF0LIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> AUG-31-1997
<INVESTMENTS-AT-COST> 71,096,434
<INVESTMENTS-AT-VALUE> 71,096,434
<RECEIVABLES> 1,459
<ASSETS-OTHER> 17,471
<OTHER-ITEMS-ASSETS> 718
<TOTAL-ASSETS> 71,116,082
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,562
<TOTAL-LIABILITIES> 13,562
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 71,102,520
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 71,102,520
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,597,996
<OTHER-INCOME> 0
<EXPENSES-NET> 72,867
<NET-INVESTMENT-INCOME> 2,525,129
<REALIZED-GAINS-CURRENT> 2,441
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 2,527,570
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 292,088,302
<NUMBER-OF-SHARES-REDEEMED> 306,985,018
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (12,369,146)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19,083
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 87,213
<AVERAGE-NET-ASSETS> 48,573,159
<PER-SHARE-NAV-BEGIN> 0
<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> 0
<EXPENSE-RATIO> .15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
