CORE TRUST /DE, POS AMI, 1999-12-29

CORE TRUST /DE
POS AMI, 1999-12-29

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As filed with the Securities and Exchange Commission on December 29, 1999

File No. 811-8858

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940

Amendment No. 19

CORE TRUST (DELAWARE)

Two Portland Square
Portland, Maine 04101
207-879-1900

Don L. Evans, Esq.
Forum Administrative Services, LLC
Two Portland Square
Portland, Maine 04101

Copies to:

Robert J. Zutz, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue NW 2nd Floor
Washington, DC 20036-1800

- --------------------------------------------------------------------------------

EXPLANATORY NOTE

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

<PAGE>

PART A

Treasury Cash Portfolio, Government Portfolio, Government Cash Portfolio, Cash
Portfolio and Municipal Cash Portfolio.

<PAGE>

PART B

Treasury Cash Portfolio, Government Portfolio, Government Cash Portfolio, Cash
Portfolio and Municipal Cash Portfolio.

<PAGE>

PART A

CORE TRUST (DELAWARE)

PRIVATE PLACEMENT MEMORANDUM

JANUARY 1, 2000

This Private Placement Memorandum relates to beneficial interests ("Interests")
in Treasury Cash Portfolio, Government Portfolio, Government Cash Portfolio,
Cash Portfolio and Municipal Cash Portfolio (each a "Portfolio" and collectively
the "Portfolios"), diversified portfolios of Core Trust (Delaware) (the
"Trust"), a registered, open-end management investment company.

Investments in a Portfolio may only be made by certain institutional investors,
whether organized within or outside the United States (excluding individuals, S
corporations, partnerships, and grantor trusts beneficially owned by any
individuals, S corporations, or partnerships). An investor in a Portfolio must
also be an "accredited investor," as that term is defined under Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended ("1933 Act").

The Trust has filed with the Securities and Exchange Commission ("SEC") a Part B
to this Private Placement Memorandum (the "Statement of Additional Information"
or "SAI") for the Portfolios dated the same date as this Private Placement
Memorandum. The SAI may be amended from time to time and contains additional
information about the Trust and each Portfolio and is incorporated into this
Private Placement Memorandum by reference. You may obtain a copy of the SAI
without charge by contacting Forum Fund Services, LLC ("FFS"), the Trust's
placement agent (the "Placement Agent") at Two Portland Square, Portland, Maine
04101 or by calling (207) 879-1900.

This Private Placement Memorandum does not constitute an offer to sell, or the
solicitation of an offer to buy Interests in any Portfolio. You may subscribe
for Interests in a Portfolio and you may obtain a complete subscription package,
including a subscription agreement, by contacting the Placement Agent at Two
Portland Square, Portland, Maine 04101, (207) 879-1900. The Trust and the
Placement Agent reserve the right to refuse to accept any subscription for any
reason.

TABLE OF CONTENTS PAGE

Glossary.......................................................................2
Investment Objectives..........................................................3
Principal Investment Strategies................................................4
Risk Considerations............................................................5
Management of the Portfolios...................................................6
Description of Beneficial Interests............................................7
Purchase of Interests..........................................................8
Redemption or Repurchase of Interests..........................................9
Information Regarding Net Income and Taxes.....................................9
Pending Legal Proceedings......................................................9

THE SECURITIES OF THE TRUST DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
SUBJECT TO RESTRICTIONS ON 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.

1
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GLOSSARY

This Glossary of frequently used terms will help in understanding the discussion
of the Portfolios' objectives, policies, risks and operations. Defined terms are
capitalized when used in this Part A.

Term Definition

Adviser Forum Investment Advisors, LLC

Board The Board of Trustees of Core Trust (Delaware).

Forum Forum Financial Group LLC. Subsidiaries of Forum
provide administrative, placement agency and unitholder
and portfolio accounting services to each Portfolio.

FIA Forum Investment Advisors, LLC, adviser to each of
Treasury Cash Portfolio, Government Portfolio,
Government Cash Portfolio, Cash Portfolio and Municipal
Cash Portfolio.

Government Security A security issued or guaranteed as to principal and
interest by the U.S. Government, its agencies, or its
instrumentalities.

Interest Beneficial interest in a Portfolio.

Money Market Security A high credit quality, short-term, U.S. dollar
denominated debt security.

Municipal Security A security the interest on which is exempt from Federal
income tax.

NRSRO A nationally recognized statistical rating
organization, such as S&P, that rates fixed-income
securities and preferred stock by relative credit risk.
NRSROs also rate money market mutual funds.

Portfolio Each of Treasury Cash Portfolio, Government Portfolio,
Government Cash Portfolio, Cash Portfolio and Municipal
Cash Portfolio.

Repurchase Agreement A transaction in which a Portfolio purchases securities
and simultaneously commits to resell the securities to
the other party at an agreed-upon date and at a price
reflecting a market rate of interest.

S&P Standard & Poor's Ratings Group

SAI Statement of Additional Information.

SEC The U.S. Securities and Exchange Commission.

Treasury Security A security issued or guaranteed by the U.S. Treasury.

Trust Core Trust (Delaware)

2
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INVESTMENT OBJECTIVES

The investment objective of each Portfolio is fundamental and may not be changed
without investor approval.

TREASURY CASH PORTFOLIO. The investment objective of Treasury Cash Portfolio is
to provide high current income to the extent consistent with the preservation of
capital and the maintenance of liquidity.

GOVERNMENT PORTFOLIO. The investment objective of Government Portfolio is to
provide high current income to the extent consistent with the preservation of
capital and the maintenance of liquidity.

GOVERNMENT CASH PORTFOLIO. The investment objective Government Cash Portfolio is
to provide high current income to the extent consistent with the preservation of
capital and the maintenance of liquidity.

CASH PORTFOLIO. The investment objective of Cash Portfolio is to provide high
current income to the extent consistent with the preservation of capital and the
maintenance of liquidity.

MUNICIPAL CASH PORTFOLIO. The investment objective of Municipal Cash Portfolio
is to provide high current income which is exempt from federal income taxes to
the extent consistent with the preservation of capital and the maintenance of
liquidity. Under normal market conditions, the Portfolio will have at least 80%
of its net assets invested in federally tax-exempt instruments.

3
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PRINCIPAL INVESTMENT STRATEGIES

Each Portfolio invests in a diversified portfolio of Money Market Securities,
seeks to maintain a stable net asset value of $1.00 per share, invests in
securities with remaining maturities of 397 days or less and maintains a dollar
weighted average maturity of its investments of 90 days or less

Each Portfolio invests only in Money Market Securities that are rated in one of
the two highest short-term ratings categories (by companies such as S&P) or
unrated and determined by the Adviser to be of comparable quality.

The Portfolios operate in accordance with "Rule 2a-7" under the Investment
Company Act of 1940. All restrictions relating to maturity, credit and
diversification are interpreted in accordance with that rule.

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 Portfolios limit these securities to those
with an interest rate that is adjusted based solely on a single short-term rate
or index, such as the Prime Rate.

The Portfolios' primary investments are:

TREASURY CASH PORTFOLIO At least 65% of total assets in Treasury Securities and
repurchase agreements backed by Treasury Securities.

GOVERNMENT PORTFOLIO Treasury Securities and Government Securities that are
exempt from state and local income taxes.

GOVERNMENT CASH PORTFOLIO At least 65% of total assets in Treasury Securities
and Government Securities and in repurchase agreements backed by these
securities.

CASH PORTFOLIO A broad spectrum of Money Market Securities including: (i)
securities issued by financial institutions, such as certificates of deposits,
bankers' acceptances and time deposits, (ii) securities issued by domestic
companies, such as commercial paper, (iii) Government Securities and (iv)
Repurchase Agreements

MUNICIPAL CASH PORTFOLIO Municipal Securities. The Portfolio may invest up to
20% of its total assets in Municipal Securities or other Money Market Securities
whose interest is subject to Federal income tax. The Portfolio may invest up to
35% of its total assets in Municipal Securities the issuers of which are located
in one state or territory.

Municipal Securities are issued by or on behalf of the states, territories and
possessions of the U.S. and their local governments and public financing
authorities. The Portfolio invests a significant portion of its assets in
Municipal Securities supported by credit and liquidity enhancements. These
investments are often comprised of long term Municipal Securities structured to
allow the Portfolio the option to sell the security back to the issuer and with
interest rates that are reset periodically. There are many different structures,
which Municipal Securities may take. The Adviser reviews and considers a
security's structure and will only purchase a Municipal Security if it believes
that third party credit and liquidity supporters possess minimal credit risk.

Pending investments, the Portfolios may hold cash in any amount. Each Portfolio
may also invest in other money market mutual funds that have substantially
similar policies.

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RISK CONSIDERATIONS

GENERAL

An investment in a Portfolio is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although each Portfolio seeks to preserve the value of your investment
at $1.00 per share, it is possible to lose money by investing in a Portfolio.

There is no assurance that any Portfolio will achieve its investment objective.
An investment in a Portfolio is not by itself a complete or balanced investment
program. The principal risks of investing in a Portfolio are described below.
These risks can result in a decrease in the value of a security or all the
securities owned by a Portfolio and, therefore, a change in the Portfolio's
$1.00 per share value. These risks also can result in lower investment
performance.

INTEREST RATE RISK

Interest rates affect the value of the Portfolios' investments. Increases in
interest rates may cause a decline in value. In addition, those increases may
cause the Portfolio's investment performance to underperform currently available
investments.

CREDIT RISK

The value of a security held by a Portfolio may decline if the security's credit
rating is downgraded or its credit quality otherwise falls. The Portfolios
invest in highly rated securities to minimize credit risk. In the worst case, an
issuer of a security or a Repurchase Agreement counterparty may default or
otherwise be unable to make timely payments of interest or principal. Not all
Government Securities are supported by the full faith and credit of the U.S.
Government as are Treasury Securities.

LOCAL ECONOMIC/POLITICAL RISK

Changes in state or regional economies or politics can adversely affect the
value of the Municipal Securities issued in that location.

MANAGEMENT RISK

As with all mutual funds, the Adviser may make poor investment decisions.

5
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MANAGEMENT OF THE PORTFOLIOS

TRUSTEES AND OFFICERS

The business of the Trust is managed under the direction of the Board. The Board
formulates the general policies of each Portfolio and meets periodically to
review each Portfolio's performance, monitor investment activities and practices
and discuss other matters affecting each Portfolio. Additional information about
the Board and the Trust's executive officers is in the SAI.

INVESTMENT ADVISER

Each Portfolio's investment adviser is Forum Investment Advisors, LLC, Two
Portland Square, Portland, Maine 04101. The Adviser's primary business is fixed
income investment management and, in addition to the Portfolios, advises two
other money market funds and five taxable and tax-free bond funds. The Adviser
is a privately owned company controlled by John Y. Keffer, who is Chairman of
the Board.

PORTFOLIO MANAGER

Since their inception, Anthony R. Fischer, Jr., has been the portfolio manager
responsible for the day to day management of the Portfolios. Mr. Fischer has
over 25 years of experience in the money market industry.

ADVISORY FEES

During the Portfolios' last fiscal year, the Adviser received advisory fees at
the following annual rates as a percentage of average net assets:

PORTFOLIO ADVISORY FEE

Treasury Cash Portfolio 0.030%
Government Portfolio 0.050%
Government Cash Portfolio 0.030%
Cash Portfolio 0.030%
Municipal Cash Portfolio 0.050%

OTHER SERVICE PROVIDERS

The Forum Financial Group of companies provides various services to each
Portfolio. As of November 30, 1999, Forum provided administration and
distribution services to investment companies and collective investment funds
with assets of approximately $94 billion.

Forum Fund Services, LLC ("FFS"), a registered broker-dealer and member of the
National Association of Securities Dealers, Inc., is the placement agent of each
Portfolio's Interests. The placement agent sells interests of each Portfolio on
behalf of the Trust.

Forum Administrative Services, LLC provides administrative services to each
Portfolio and Forum Accounting Services, LLC is each Portfolio's unitholder and
portfolio accountant.

EXPENSES

Each Portfolio pays for all of its expenses. Each Portfolio's expenses are
comprised of its own expenses as well as Trust expenses that are allocated among
the Portfolios of the Trust in proportion to their average net assets or as
otherwise determined by the Board. The Adviser or other service providers may
voluntarily waive all or any portion of their fees and/or reimburse certain

6
<PAGE>

expenses of a Portfolio. Any fee waiver or expense reimbursement increases a
Portfolio's performance for the period during which the waiver is in effect.

DESCRIPTION OF BENEFICIAL INTERESTS

The Trust is an open-end, management investment company that was organized as a
business trust under the laws of the State of Delaware. The Trust offers units
of Interest without any sales charge and units may be redeemed without charge.

The Portfolios currently comprise all the series of the Trust. The Trust is
empowered to establish, without investor approval, additional series that may
have different investment objectives and policies.

Interests in a Portfolio are offered solely in private placement transactions
which do not involve any "public offering" within the meaning of Section 4(2) of
the 1933 Act. Investments in a Portfolio may only be made by certain
institutional investors, whether organized within or outside 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" as that term is defined in the 1933 Act.

Each investor in a Portfolio is entitled to participate equally in the
Portfolio's earnings and assets and to a vote in proportion to the amount of its
investment in the Portfolio. Interests in a Portfolio may not be transferred,
but you may withdraw all or any portion of your investment at any time at net
asset value ("NAV"). In determining the outcome of interestholder votes, the
Trust normally counts votes on an Interest by Interest basis. This means that
interestholders of a Portfolio with a comparatively high net asset values will
have a comparatively smaller impact on the outcome of votes by all of the
Portfolios than do shareholders of a Portfolio with a comparatively low net
asset value.

From time to time, an investor may own a large percentage of Interests of a
Portfolio and accordingly, may be able to greatly affect (if not determine) the
outcome of an interestholder vote.

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 to
hold and has no current intention of holding annual meetings of investors, but
the Trust will hold special meetings of investors when in the Trustees' judgment
it is necessary or desirable to submit matters to an investor vote. Generally,
interests will be voted in the aggregate without reference to a particular
Portfolio, except if the matter affects only one Portfolio or Portfolio voting
is required, in which case interests will be voted separately by Portfolio.
Investors have the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon liquidation of a
Portfolio, investors will be entitled to share pro rata in the Portfolio's net
assets available for distribution to investors.

7
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PURCHASE OF INTERESTS

Beneficial interests in a Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. All investments in a Portfolio are made without a
sales load, at the NAV next determined after an order is received by the
Portfolio. A Portfolio can not accept orders that request a particular day or
price for the transaction or any other special condition.

The Portfolios do not issue certificates of interest.

The NAV of each Portfolio is determined as of 4:00 p.m., Eastern time
("Valuation Time"), on each weekday except on Federal holidays and other days
that the Federal Reserve Bank of New York is closed ("Business Day"). The time
at which NAV is calculated may change in case of an emergency. A Portfolio's NAV
per Interest is calculated by taking the market value of all securities owned by
the Portfolio (plus all other assets such as cash), subtracting the liabilities,
and dividing the results (net assets ) by the number of Interests outstanding.

Each investor in a Portfolio may add to or reduce its investment in a Portfolio
on any Business Day. Investments must be made by 2:00 p.m. Eastern time (12:00
p.m. in the case of Government Portfolio and Municipal Cash Portfolio) in order
to receive an allocation of the days' income.

At the Valuation Time on each Business Day, the value of each interestholders
beneficial interest in a Portfolio is 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
(i) 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 (ii) 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) and in U.S. dollars.

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 Portfolios is FFS. FFS receives no
compensation for serving as the exclusive placement agent for the Trust.
Investor inquiries may be directed to FFS.

8
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REDEMPTION OR REPURCHASE OF INTERESTS

You may withdraw all or any portion of your investment in the Portfolio at the
NAV next determined after a withdrawal request in proper form is received by a
Portfolio. Normally, a Portfolio will send proceeds of a withdrawal in federal
funds on the business day after the withdrawal is effected, but in any event
within a week. Delays may occur in case of a very large redemption, excessive
trading or during unusual market conditions.

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 SEC.

Each Portfolio reserves the right to pay redemption securities proceeds in
portfolio securities rather than cash. These redemptions "in kind" normally
occur if the amount to be redeemed is large enough to affect a Portfolio's
operations (for example, if it represents more than 1% of the Portfolio's
assets).

INFORMATION REGARDING NET INCOME AND TAXES

A Portfolio's net income consists of all dividends and other income, including
any net realized gains on the Portfolio's assets, less all actual and accrued
expenses of the Portfolio and net realized losses on the Portfolio's assets, all
as determined in accordance with generally accepted accounting principles. All
of a Portfolio's net income is allocated pro rata among the investors in the
Portfolio. A Portfolio's net income generally is not distributed to the
investors in the Portfolio, except as determined by the Trustees from time to
time, but instead is included in the NAV of the investors' respective Interests
in the Portfolio.

Each Portfolio operates so that it should not be subject to any income tax.
However, each investor in a Portfolio will be taxed on its proportionate share
(as determined in accordance with the Trust's Trust Instrument and the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated
thereunder) of the Portfolio's ordinary income and capital gain. Your share of a
Portfolio's distribution of capital gain is taxable to you as long-term capital
gain regardless of how long you have held your Portfolio Interests. It is
intended that each Portfolio's assets and income will be managed in such a way
that an investor in the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code, assuming that the investor invested all of its assets
in the Portfolio.

The sale of Portfolio Interests is a taxable investment for federal income tax
purposes.

Investor inquiries may be directed to FFS.

PENDING LEGAL PROCEEDINGS

None.

9
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PART B

CORE TRUST (DELAWARE)

PRIVATE PLACEMENT MEMORANDUM

STATEMENT OF ADDITIONAL INFORMATION

JANUARY 1, 2000

This Part B to the Private Placement Memorandum (the "Statement of Additional
Information" or "SAI") relates to beneficial interests in TREASURY CASH
PORTFOLIO, GOVERNMENT PORTFOLIO, GOVERNMENT CASH PORTFOLIO, CASH PORTFOLIO AND
MUNICIPAL CASH PORTFOLIO (each a "Portfolio" and collectively the "Portfolios")
of Core Trust (Delaware) (the "Trust"), a registered, open-end management
investment company. This SAI a supplements Part A of the Private Placement
Memorandum ("Part A") dated January 1, 2000, relating to the Portfolios.

This SAI does not constitute an offer to sell, or the solicitation of an offer
to buy, beneficial interests in the Portfolios. An investor may subscribe for a
beneficial interest in a Portfolio by contacting Forum Fund Services, LLC
("FFS"), the Trust's Placement Agent (the "Placement Agent"), at Two Portland
Square, Portland, Maine 04101, (207) 879-1900, for a complete subscription
package, including Part A and a subscription agreement. The Trust and the
Placement Agent reserve the right to refuses to accept any subscription for any
reason.

TABLE OF CONTENTS

Page

1. Introduction......................................................
2. Investment Policies and Risks.....................................
3. Investment Limitations............................................
4. Management of the Trust...........................................
5. Control Persons and Principal Holders of Securities...............
6 Investment Advisory and Other Services.............................
7. Brokerage Allocation and Other Practices..........................
Purchase, Redemption and Pricing of Securities........................
Tax Status............................................................
Placement Agent.......................................................
Financial Statements..................................................
Appendix A: Descriptions of Securities Ratings.......................
Appendix B: Miscellaneous Tables.....................................

1
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1. INTRODUCTION

THE PORTFOLIOS

Government Portfolio commenced operations on February 21, 1996. Treasury
Portfolio was renamed Government Portfolio on May 25, 1998. Treasury Cash
Portfolio, Government Cash Portfolio and Cash Portfolio each commenced
operations on September 1, 1995. Municipal Cash Portfolio commenced operations
on June 25, 1998.

DEFINITIONS:

"Adviser" means Forum Investment Advisors, LLC.

"Board" means the Board of Trustees of the Trust.

"Code" means the Internal Revenue Code of 1986, as amended.

"Custodian" means the custodian of each Portfolio's assets.

"FAdS" means Forum Administrative Services, LLC, administrator of each
Portfolio.

"FAcS" means Forum Accounting Services, LLC, the fund accountant of
each Portfolio.

"FFS" means Forum Fund Services, LLC, placement agent for each
Portfolio.

"Fitch" means Fitch IBCA, Inc.

"Money Market Securities" means high quality, short-term U.S. dollar
denominated debt securities

"Moody's" means Moody's Investors Service.

"NAV" means per share net asset value.

"NRSRO" means a nationally recognized statistical rating organization.

"Portfolio" means each of Treasury Cash Portfolio, Government
Portfolio, Government Cash Portfolio, Cash Portfolio and Municipal
Cash Portfolio, each a series of Core Trust.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's Corporation, a Division of McGraw Hill
Companies.

"Trust" means Core Trust (Delaware).

"Government Securities" means securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.

"Treasury Securities" means securities issued or guaranteed by the
U.S. Treasury.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

2
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2. INVESTMENT POLICIES AND RISKS

The following discussion supplements the disclosure in the prospectuses about
each Portfolio's investment techniques, strategies and risks.

A. SECURITY RATINGS INFORMATION

Under Rule 2a-7, each Portfolio must normally invest at least 95% of its total
assets in securities that are rated in the highest short-term rating category
for debt obligations, or are unrated and determined to be of comparable quality.

Unrated securities may not be as actively traded as rated securities. A
Portfolio may retain securities whose rating has been lowered below the lowest
permissible rating category (or that are unrated and determined by the Adviser
to be of comparable quality to securities whose rating has been lowered below
the lowest permissible rating category) if the Adviser determines that retaining
such security is in the best interests of the Portfolio. Because a downgrade
often results in a reduction in the market price of the security, sale of a
downgraded security may result in a loss.

Moody's, S&P and other NRSROs are private services that provide ratings of the
credit quality of debt obligations, including convertible securities. A
description of the range of ratings assigned to various types of bonds and other
securities by several NRSROs is included in Appendix A to this SAI. The
Portfolios may use these ratings to determine whether to purchase, sell or hold
a security. Ratings are general and are not absolute standards of quality.
Securities with the same maturity, interest rate and rating may have different
market prices. If an issue of securities ceases to be rated or if its rating is
reduced after it is purchased by a Portfolio, the Adviser will determine whether
the Portfolio should continue to hold the security. To the extent that the
ratings given by a NRSRO may change as a result of changes in such organizations
or their rating systems, the Adviser will attempt to substitute comparable
ratings. Credit ratings attempt to evaluate the safety of principal and interest
payments, and do not evaluate the risks of fluctuations in market value. Also,
rating agencies may fail to make timely changes in credit ratings. An issuer's
current financial condition may be better or worse than a rating indicates.

B. MONEY MARKET SECURITIES

1. VARIABLE AND FLOATING RATE SECURITIES

Each Portfolio may invest in fixed income securities with variable or floating
rates. 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.
Accordingly, as interest rates increase or decrease, the appreciation or
depreciation may be less on these obligations than for fixed rate obligations.
To the extent that a Portfolio invests in long-term variable or floating rate
securities, the Adviser believes that the Portfolio may be able to take
advantage of the higher yield that is usually paid on long-term securities.

Each Portfolio will only purchase variable or floating rate securities, whose
interest rate is adjusted based on a single short-term rate or index such as the
Prime Rate. Under Rule 2a-7 of the 1940 Act, a Portfolio may only purchase
securities with maturities of greater than 397 days if they have demand features
that meet certain requirements or they are certain long-term U.S. Government
Securities.

Cash Portfolio may purchase variable and floating rate corporate master notes.
Master notes with variable or floating interest rates are unsecured obligations
that are redeemable upon notice. You may invest fluctuating amounts in these
instruments at varying rates of interest under a direct arrangement with the
issuer. These obligations include master demand notes. The issuer of these
obligations often has the right, after a given period, to prepay its outstanding
principal obligations upon a specified number of days' notice. These obligations
generally are not traded and there is generally no 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.

2. ASSET BACKED SECURITIES

Each Portfolio may purchase adjustable rate mortgage backed or other asset
backed securities (such as Small Business Association securities) that are
Government Securities. Treasury Cash Portfolio may only purchase mortgage backed
or asset backed securities that are Treasury Securities. These securities
directly or indirectly represent a participation in, or are secured by and
payable from, adjustable rate mortgages or other loans that may be secured by
real estate or other assets. Most mortgage-related securities are pass-through
securities, which means that investors receive payments consisting of a pro-rata

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share of both principal and interest (less servicing and other fees), as well as
unscheduled prepayments, as loans in the underlying mortgage pool are paid off
by the borrowers. Additional prepayments to holders of these securities are
caused by prepayments resulting from the sale or foreclosure of the underlying
property or refinancing of the underlying loans. Prepayments of the principal of
underlying loans may shorten the effective maturities of these securities.

ADJUSTABLE RATE MORTGAGE BACKED SECURITIES Adjustable rate mortgage securities
("ARMs") are pass-through securities representing interests in pools of mortgage
loans with adjustable interest rates that are reset at periodic intervals,
usually by reference to some interest rate index or market interest rate, and
that may be subject to certain limits. Although the rate adjustment feature may
reduce sharp changes in the value of adjustable rate securities, these
securities can change in value based on changes in market interest rates or
changes in the issuer's creditworthiness. Changes in the interest rates on ARMs
may lag behind changes in prevailing market interest rates. This may result in a
slightly lower net value until the interest rate resets to market rates. Thus, a
Portfolio could suffer some principal loss if the Portfolio sold the securities
before the interest rates on the underlying mortgages were adjusted to reflect
current market rates. Some adjustable rate securities (or the underlying
mortgages) are subject to caps or floors that limit the maximum change in
interest rates during a specified period or over the life of the security.

SMALL BUSINESS ADMINISTRATION SECURITIES Small Business Administration
securities ("SBA") are variable rate securities that are backed by 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 40 years. No Portfolio
may purchase an SBA security if, immediately after the purchase, (1) the
Portfolio would have more than 15% of its net assets invested in SBA securities
or (2) the total unamortized premium (or the total unaccreted discount) on SBA
securities would exceed 0.25% of the Portfolio's net assets.

COLLATERALIZED MORTGAGE OBLIGATIONS Each Portfolio may purchase collateralized
mortgage obligations ("CMOs"), which are collateralized by ARMs or by pools of
conventional mortgages. CMOs are typically have a number of classes or series
with 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 1" 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.

3. MUNICIPAL SECURITIES

Municipal Cash Portfolio may invest in municipal securities. Municipal
securities are issued by the states, territories and possessions of the United
States, their political subdivisions (such as cities, counties and towns) and
various authorities (such as public housing or redevelopment authorities),
instrumentalities, public corporations and special districts (such as water,
sewer or sanitary districts) of the states, territories and possessions of the
United States or their political subdivisions. In addition, municipal securities
include securities issued by or on behalf of public authorities to finance
various privately operated facilities, such as industrial development bonds,
that are backed only by the assets and revenues of the non-governmental user
(such as hospitals and airports).

BONDS AND NOTES Municipal securities are issued to obtain funds for a variety of
public purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. Municipal securities are
classified as general obligation bonds, revenue bonds and notes. General
obligation securities are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. Revenue
securities are payable from revenue derived from a particular facility, class of
facilities or the proceeds of a special excise tax or other specific revenue
source but not from the issuer's general taxing power. Private activity bonds
and industrial revenue bonds do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the corporate entity on
whose behalf they are issued.

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LEASES State and local governments and authorities enter into municipal leases
to acquire equipment and facilities such as fire and sanitation vehicles,
telecommunications equipment and other assets. Municipal leases permit
governmental issuers to acquire property and equipment without meeting
constitutional and statutory requirements for the issuance of debt. The
debt-issuance limitations of many state constitutions and statutes do not apply
to municipal leases that do not require the governmental issuer to satisfy
underlying obligations unless money is appropriated for that purpose by the
state legislature on a yearly or periodic basis.

PUTS AND STANDBY COMMITMENTS ON MUNICIPAL SECURITIES The Portfolio may acquire
"puts" on municipal securities. A put gives the Portfolio the right to sell the
municipal security at a specified price at any time on or before a specified
date. The Portfolio may sell, transfer or assign a put only with the sale,
transfer or assignment of the underlying security or securities. The amount
payable to the Portfolio upon its exercise of a "put" is normally: (1) the
Portfolio's acquisition cost of the municipal securities (excluding any accrued
interest which the Portfolio paid on their acquisition), less any amortized
market premium or plus any amortized market or original issue discount during
the period the Portfolio owned the securities, plus (2) all interest accrued on
the securities since the last interest payment date during that period.

Puts may be acquired by the Portfolio to facilitate the liquidity of its
portfolio assets. Puts may also be used to facilitate the reinvestment of the
Portfolio's assets at a rate of return more favorable than that of the
underlying security. Puts may, under certain circumstances, also be used to
shorten the maturity of underlying variable rate or floating rate securities for
purposes of calculating the remaining maturity of those securities and the
dollar-weighted average portfolio maturity of the Portfolio's assets. The
Portfolio intends to enter into puts only with dealers, banks and broker-dealers
which, in the Adviser's opinion, present minimal credit risks.

The Portfolio may purchase municipal securities together with the right to
resell them to the seller or a third party at an agreed-upon price or yield
within specified periods prior to their maturity dates. Such a right to resell
is commonly known as a "stand-by commitment," and the aggregate price which the
Portfolio pays for securities with a stand-by commitment may be higher than the
price which otherwise would be paid. The primary purpose of this practice is to
permit the Portfolio to be as fully invested as practicable in municipal
securities while preserving the necessary flexibility and liquidity to meet
unanticipated redemptions. In this regard, the Portfolio acquires stand-by
commitments solely to facilitate portfolio liquidity and does not exercise its
rights thereunder for trading purposes. Stand-by commitments involve certain
expenses and risks, including the inability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised,
non-marketability of the commitment, and differences between the maturity of the
underlying security and the maturity of the commitment. The Portfolio's policy
is to enter into stand-by commitment transactions only with municipal securities
dealers which are determined to present minimal credit risks.

The acquisition of a stand-by commitment does not affect the valuation or
maturity of the underlying municipal securities which continue to be valued in
accordance with the amortized cost method. Stand-by commitments acquired by the
Portfolio are valued at zero in determining net asset value. When the Portfolio
pays directly or indirectly for a stand-by commitment, its cost is reflected as
unrealized depreciation for the period during which the commitment is held.
Stand-by commitments do not affect the average weighted maturity of the
Portfolio's portfolio of securities.

OTHER MUNICIPAL OBLIGATIONS Variable Rate Demand Notes ("VRDN") are municipal
bonds with maturities of up to 40 years. These instruments have a demand feature
that permits the holder to sell the instruments back to the issuer. A holder of
these instruments may exercise the demand feature at predetermined intervals,
usually daily or weekly. The interest rate on these securities mirror prevailing
interest rates. Tender option bonds have relatively long maturities and fixed
rates of interest. Under an agreement with a third party financial institution,
a holder of these bonds may tender them to the institution and receive the face
value of the bonds. A holder may exercise this option at periodic intervals,
usually six months to a year.

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ALTERNATIVE MINIMUM TAX Municipal securities are also categorized according to
(1) whether the interest is or is not included in the calculation of alternative
minimum taxes for individuals and corporations, (2) whether the costs of
acquiring or carrying the bonds are or are not deductible in part by banks and
other financial institutions, and (3) other criteria relevant for Federal income
tax purposes. Due to the increasing complexity of the Code and related
requirements governing the issuance of tax-exempt bonds, industry practice has
uniformly required as a condition to the issuance of such bonds, but
particularly for revenue bonds, an opinion of nationally recognized bond counsel
as to the tax-exempt status of interest on the bonds.

4. ZERO COUPON SECURITIES

Government Portfolio may invest in zero-coupon securities such as Treasury bills
and separately traded principal and interest components of Treasury Securities
issued or guaranteed under the U.S. Treasury's Separate Trading of Registered
Interest and Principal of Securities ("STRIPS") program. These securities are
sold at original issue discount and pay no interest to holders prior to
maturity. Because of this, zero-coupon securities may be subject to greater
fluctuation of market value than the other securities in which the Portfolios
may invest. All zero-coupon securities in which the Portfolio invests will have
a maturity of less than 13 months.

The Portfolio must include a portion of the original issue discount of
zero-coupon securities, if any, as income even though these securities do not
pay any interest until maturity. Because the Portfolio distributes all of its
net investment income, the Portfolio may have to sell portfolio securities to
distribute imputed income, which may occur at a time when the Adviser would not
have chosen to sell such securities and which may result in a taxable gain or
loss.

5. FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES

Each Portfolio is currently 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.

6. 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 may invest 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 rate
portion of the other investment company's expenses (including fees). Those
expenses are not part of the Portfolio's expense ration, but rather are
reflected in the yield of the investment in the money market fund.

7. GENERAL RISKS

INTEREST RATE RISK Changes in interest rates affects the market value of the
interest-bearing fixed income securities held by a Portfolio. There is normally
an inverse relationship between the market value of securities sensitive to
prevailing interest rates and actual changes in interest rates. The longer the
remaining maturity (and duration) of a security, the more sensitive the security
is to changes in interest rates. All fixed income securities, including U.S.
Government Securities, can change in value when there is a change in interest
rates.

CREDIT RISK A Portfolio's investment in fixed income securities is subject to
credit risk relating to the financial condition of the issuers of the securities
that each Portfolio holds. Credit risk is the risk that a counterparty to a
transaction will be unable to honor its financial obligation. To limit credit
risk, each Portfolio only invests in securities rated in the highest rating
category of an NRSRO or those that are unrated and deemed to be of comparable
credit quality by the Adviser.

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MORTGAGE AND ASSET BACKED SECURITIES The value of mortgage-related securities
may be significantly affected by changes in interest rates, the markets'
perception of issuers, the structure of the securities and the creditworthiness
of the parties involved. The ability of a Portfolio to successfully utilize
mortgage-related securities depends in part upon the ability of the Adviser to
forecast interest rates and other economic factors correctly. Some
mortgage-related securities have structures that make their reaction to interest
rate changes and other factors difficult to predict.

Prepayments of principal of mortgage-related securities by mortgagors or
mortgage foreclosures affect the average life of the mortgage-related
securities. Mortgage prepayments may be triggered by various factors, including
the level of interest rates, general economic conditions, the location and age
of the mortgages and other social and demographic conditions. In periods of
rising interest rates, the prepayment rate tends to decrease, lengthening the
average life of a pool of mortgage-related securities. In periods of falling
interest rates, the prepayment rate tends to increase, shortening the average
life of a pool. The volume of prepayments of principal on the mortgages
underlying a particular mortgage-related security will influence the yield of
that security and a Portfolio's yield. Because prepayments of principal
generally occur when interest rates are declining, a Portfolio may have to
reinvest the proceeds of prepayments at lower interest rates then those of their
previous investments. If this occurs, a Portfolio's yield will decline. Thus,
mortgage-related securities may have less potential for capital appreciation in
periods of falling interest rates (when prepayment of principal is more likely)
than other fixed income securities of comparable duration, although they may
have a comparable risk of decline in market value in periods of rising interest
rates. A decrease in the rate of prepayments may extend the effective maturities
of mortgage-related securities, increasing their sensitivity to changes in
market interest rates. To the extent that a Portfolio purchases mortgage-related
securities at a premium, unscheduled prepayments, which are made at par, result
in a loss equal to any unamortized premium.

C. REPURCHASE AGREEMENTS

1. GENERAL

Each Portfolio may enter into Repurchase Agreements. Repurchase Agreements are
transactions in which a Portfolio purchases securities from a bank or securities
dealer and simultaneously commits to resell the securities to the bank or dealer
at an agreed-upon date and at a price reflecting a market rate of interest
unrelated to the purchased security. During the term of a repurchase agreement,
the Portfolio's custodian or subcustodian maintains possession of the purchased
securities and any underlying collateral, which is maintained at not less than
100% of the repurchase price. Repurchase agreements allow a Portfolio to earn
income for periods as short as overnight, while retaining the flexibility to
pursue longer-term investments.

2. RISKS

Repurchase agreements involve credit risk. In the event that bankruptcy,
insolvency or similar proceedings are commenced against a counterparty, a
Portfolio may have difficulties in exercising its rights to the underlying
securities. A Portfolio may incur costs and expensive time delays in disposing
of the underlying securities and it may suffer a loss. Failure by the other
party to deliver a security or currency purchased by or lent by a Portfolio may
result in a missed opportunity to make an alternative investment. Favorable
insolvency laws that allow a Portfolio, among other things, to liquidate the
collateral held in the event of the bankruptcy of the counterparty reduce
counterparty insolvency risk with respect to repurchase agreements. A Portfolio
will only enter a repurchase agreement with a seller that the Adviser believes
present minimal credit risk.

D. BORROWING

1. GENERAL

Each Portfolio may borrow money from banks for temporary or emergency purposes
in an amount up to 33 1/3% of a Portfolio's total assets. Each Portfolio may
borrow money for other purposes so long as such borrowings do not exceed 5% of a

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Portfolio's total assets. The purchase of securities is prohibited if a
Portfolio's borrowing exceeds 5% or more of a Portfolio's total assets.

2. RISKS

The use of borrowing involves special risks, including magnified capital losses.
If a Portfolio buys securities with borrowed funds and the value of the
securities declines, a Portfolio may be required to provide the lender with
additional funds or liquidate its position in these securities to continue to
secure or repay the loan. A Portfolio may also be obligated to liquidate other
portfolio positions at an inappropriate time in order to pay off the loan or any
interest payments associated with the loan.

To the extent that the interest expense involved in a borrowing transaction
approaches the net return on a Portfolio's investment portfolio, the benefit of
borrowing will be reduced. If the interest expense due to a borrowing
transaction exceeds the net return on a Portfolio's investment portfolio, a
Portfolio's use of borrowing would result in a lower rate of return than if the
Portfolio did not borrow. The size of any loss incurred by a Portfolio due to
borrowing will depend on the amount borrowed. The greater the percentage
borrowed, the greater potential of gain or loss to a Portfolio.

E. WHEN-ISSUED SECURITIES

1. GENERAL

Each Portfolio may purchase securities offered on a when-issued or
delayed-delivery basis. When these transactions are negotiated, the price, which
is generally expressed in yield terms, is fixed at the time the commitment is
made, but delivery and payment for the securities take place at a later date.
Normally, the settlement date occurs within two months after the transaction,
but delayed settlements beyond two months may be negotiated. During the period
between a commitment and settlement, no payment is made for the securities
purchased by the purchaser and thus, no interest accrues to the purchaser from
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 transaction as a purchase and thereafter reflect the value each day of such
securities in determining its net asset value.

2. RISKS

At the time a Portfolio makes a commitment to purchase securities in this
manner, the Portfolio immediately assumes the risk of ownership, including the
risk that the value of the security may decline. The use of when-issued
transactions and forward commitments enables a Portfolio to protect against
anticipated changes in interest rates and prices, but may also increase the
volatility of the Portfolio's asset value per unit. Failure by a counterparty to
deliver a security purchased by a Portfolio on a when-issued or delayed delivery
basis may result in a loss to the Portfolio or a missed opportunity to make an
alternative investment.

F. ILLIQUID SECURITIES

1. GENERAL

Each Portfolio may invest up to 10% of its net assets in illiquid securities.
The term "illiquid securities" means repurchase agreements not entitling the
holder to payment of principal within seven days and, except as otherwise
determined by the Adviser, securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of a readily available market.

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2. RISKS

Limitations on resale may have an adverse effect on the marketability of a
security and a Portfolio might also have to register a restricted security in
order to dispose of it, resulting in expense and delay. A Portfolio might not be
able to dispose of restricted or illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions. There can
be no assurance that a liquid market will exist for any security at any
particular time. Any security, including securities determined by the Adviser to
be liquid, can become illiquid.

3. DETERMINATION OF LIQUIDITY

The Core Trust Board has delegated the function of making determinations of
liquidity to the Adviser, pursuant to guidelines approved by the Board. The
Adviser determines and monitors the liquidity of the portfolio securities and
reports periodically on its decisions to the Board. 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; and (4) the nature of the marketplace trades, including
the time needed to dispose of the security, the method of soliciting offers, and
the mechanics of the transfer.

An institutional market has developed for certain restricted securities.
Accordingly, contractual or legal restrictions on the resale of a security may
not be indicative of the liquidity of the security. If such securities are
eligible for purchase by institutional buyers in accordance with Rule 144A under
the 1933 Act or other exemptions, the Adviser may determine that the securities
are not illiquid.

Certificates of deposit and other fixed time deposits that carry an early
withdrawal penalty or mature in greater than seven days are treated as illiquid
securities if there is no readily available market for the instrument.

3. INVESTMENT LIMITATIONS

Each Portfolio has adopted the fundamental and nonfundamental investment
limitations. The investment objective of a Portfolio is fundamental. Each
Portfolio has also adopted a fundamental policy which provides that,
notwithstanding any other investment policy or restriction (whether
fundamental), the Portfolio, as applicable, 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, as
applicable.

A fundamental policy of a Portfolio cannot be changed without the affirmative
vote of the lesser of: (1) 50 percent of the outstanding interests of a
Portfolio; or (2) 67 percent of the interests of a Portfolio present or
represented at an interestholders meeting at which the holders of more than 50
percent of the outstanding interests of the interests in a Portfolio are present
or represented. The Board may change a nonfundamental policy of a Portfolio
without interestholder approval.

For purposes of all investment policies of a Portfolio: (1) the term 1940 Act
includes the rules thereunder, SEC interpretations and any exemptive order upon
which the Portfolio may rely; and (2) the term Code includes the rules
thereunder, IRS interpretations and any private letter ruling or similar
authority upon which the Portfolio may rely.

Except as required by the 1940 Act or the Code, if any 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 Fund's assets or purchases and redemptions of shares will not be considered
a violation of the limitation.

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A. FUNDAMENTAL LIMITATIONS

GOVERNMENT PORTFOLIO

The Portfolio may not:

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

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

For purposes of concentration: (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.

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

REAL ESTATE. Purchase or sell real estate or any interest therein (including
limited partnership interests), 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.

COMMODITIES. 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.

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

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

LENDING. Make loans, except that the Portfolio may (i) purchase debt securities
which are otherwise permissible investments, (ii) enter into repurchase
agreements and (iii) lend portfolio securities, but not in an amount greater
than 33 1/3% of the value of the Portfolio's total assets.

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

OPTIONS. Write put and call options.

INVESTING FOR CONTROL. Invest for the purpose of exercising control over any
person.

RESTRICTED SECURITIES. Purchase restricted securities.

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TREASURY CASH PORTFOLIO, GOVERNMENT CASH PORTFOLIO, CASH PORTFOLIO AND MUNICIPAL
CASH PORTFOLIO

The Portfolios may not:

DIVERSIFICATION. 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.

CONCENTRATION. 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.

UNDERWRITING. 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.

REAL ESTATE. 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.

BORROWING. 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.

SENIOR SECURITIES. 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.

LENDING. 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.

THRIFT INVESTOR LIMITATIONS. 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 Fund not to be deemed to be
short term liquid assets when owned by Federally chartered savings associations.

B. NONFUNDAMENTAL LIMITATIONS

GOVERNMENT CASH PORTFOLIO

The Portfolio may not:

DIVERSIFICATION. 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.

SECURITIES WITH VOTING RIGHTS. Purchase securities having voting rights, except
the Portfolio may invest in securities of other investment companies to the
extent permitted by the 1940 Act.

MARGIN; SHORT SALES. 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.

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LIQUIDITY. 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.

TREASURY CASH PORTFOLIO, GOVERNMENT CASH PORTFOLIO, CASH PORTFOLIO AND MUNICIPAL
CASH PORTFOLIO

Each Portfolio may not:

BORROWING. 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.

SECURITIES WITH VOTING RIGHTS. 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.

C. INVESTMENTS BY FINANCIAL INSTITUTIONS

1. 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 investment 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 investment 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 interests
should qualify 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

12
<PAGE>

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 Portfolio 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. There 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 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 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 holdings 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 with this information.

2. 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 Government Securities
(including Treasury STRIPS) and repurchase agreements fully collateralized by
Government Securities. Certain Government Securities owned by a Portfolio may be
mortgage or asset backed, but, no such security will be (i) a stripped mortgage
backed security ("SMBS"), (ii) a collateralized mortgage obligation ("CMO") or
real estate mortgage investment conduit ("REMIC") that does not meet all of the
tests outlined in 12 C.F.R. Section 703.100(e) or (iii) a residual interest in a
CMO or REMIC. Each Portfolio may also invest in reverse repurchase agreements in
accordance with 12 C.F.R. 703.100(j) to the extent otherwise permitted herein
and in the Prospectuses.

3. INVESTMENTS BY SHAREHOLDERS THAT ARE SAVINGS ASSOCIATIONS - GOVERNMENT CASH
PORTFOLIO

Government Cash Portfolio limits its investments to those 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).

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<PAGE>

5. MANAGEMENT OF THE TRUST

A. TRUSTEES AND OFFICERS OF THE TRUST

The names of the Trustees and officers of the Trust, their position with the
Trust, address, date of birth and 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 (*). The Board
supervises each Portfolio's activities, monitors its contractual arrangements
with various service providers and decides upon matters of general policy.

NAME, POSITION WITH THE TRUST, PRINCIPAL OCCUPATION(S) DURING
AGE AND ADDRESS PAST 5 YEARS

....................................... .....................................................
....................................... .....................................................

John Y. Keffer,* Chairman & President President, Forum Financial Group (a mutual fund
Born: July 15, 1942 services holding company)
Two Portland Square President, Forum Financial Services, Inc. (Trust's
Portland, Maine 04101 underwriter)

....................................... .....................................................
....................................... .....................................................

Costas Azariadas, Trustee Professor of Economics, University of
Born: February 15, 1943 California-Los Angeles
Department of Economics Visiting Professor of Economics, Athens University
University of California of Economics and Business 1998-1999
Los Angeles, CA 90024 Trustee, Forum Funds
....................................... .....................................................
....................................... .....................................................
James C. Cheng, Trustee President, Technology Marketing Associates
Born: July 26, 1942 (marketing company for small and medium size
27 Temple Street businesses in New England)
Belmont, MA 02718 Trustee, Forum Funds
....................................... .....................................................
....................................... .....................................................
J. Michael Parish, Trustee Partner-Reid & Priest LLP (law firm) since 1995
Born: November 9, 1943 Partner-Winthrop, Stimson, Putnam & Roberts (law
40 West 57th Street firm) 1989-1995
New York, NY 10019 Trustee, Forum Funds

....................................... .....................................................
....................................... .....................................................

Thomas G. Sheehan, Vice President Managing Director, Forum Financial Group
Born: July 15, 1954
Two Portland Square
Portland, Maine 04101

....................................... .....................................................
....................................... .....................................................

Stacey Hong, Treasurer Director, Fund Accounting, Forum Financial Group
Born: May 10, 1966
Two Portland Square
Portland, Maine 04101

....................................... .....................................................
....................................... .....................................................

David I. Goldstein, Vice President Managing Director, Counsel and General Counsel,
Born: August 3, 1961 Forum Financial Group since 1991
Two Portland Square Secretary, Forum Fund Services, LLC
Portland, Maine 04101

....................................... .....................................................
....................................... .....................................................

Don L. Evans, Secretary Assistant Counsel and Counsel, Forum Financial
Born: August 12, 1948 Group, since 1995 Associate, Weiner & Strother and
Two Portland Square Bisk & Lutz (law firms) 1995
Portland, Maine 04101

</TABLE>

B. COMPENSATION OF TRUSTEES AND OFFICERS

Each Trustee of the Trust is paid $1,000 for each Board meeting attended
(whether in person or by electronic communication) plus $100 per active
portfolio of the Trust and $1000 for each committee meeting attended on a date
when a Board meeting is not held. Trustees are also reimbursed for travel and
related expenses incurred in attending meetings of the Board. No officer of the
Trust is compensated by the Trust.

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<PAGE>

The following table provides the aggregate compensation paid to the Trustees by
the Trust for the fiscal year ended August 31, 1999.

AGGREGATE ACCRUED PENSION ANNUAL BENEFITS UPON TOTAL
TRUSTEE COMPENSATION BENEFITS RETIREMENT COMPENSATION

Mr. Azariadis $9,500 None None $9,500
Mr. Parish $9,500 None None $9,500
Mr. Cheng $9,500 None None $9,500
Mr. Keffer None None None None

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, invest all of their investable assets in Treasury
Cash Portfolio, Government Cash Portfolio and Cash Portfolio, respectively, and,
as of December 1, 1999, may be deemed to control those Portfolios. Treasury
Cash, Government Cash and Cash Fund each owned 73.94%, 93.55%, and 93.62% of the
interests in the respective Portfolios.

Daily Assets Government Fund, Daily Assets Treasury Obligations Fund, and Daily
Assets Municipal Fund, separate series of Forum Funds, a Delaware business trust
registered with the SEC as an open-end, management investment company, invest
all of their investable assets in Government Portfolio, Treasury Cash Portfolio,
and Municipal Cash Portfolio and, as of December 1, 1999, may be deemed to
control those Portfolio. Daily Assets Government Fund, Daily Assets Treasury
Obligations Fund, and Daily Assets Municipal Fund each owned 100%, 26.06%, and
100% of the interests in their respective Portfolio. As of the same date, Daily
Assets Cash Fund and Daily Assets Government Obligations Fund, separate series
of Forum Funds invest all of their investable assets in Cash Portfolio and
Government Cash Portfolio. Daily Assets Cash Fund and Daily Assets Government
Obligations Fund each owned 6.38% and 6.45% of the interests in their respective
Portfolio.

Monarch Funds and Forum Funds are located at Two Portland Square, Portland,
Maine 04101.

Each investment company that is registered under the 1940 Act and 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 in
accordance with applicable law. 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 similarly 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 December 1, 1999, 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

A. 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 agreement 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

15
<PAGE>

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 agreement provides that the Adviser shall not be liable
for any error of judgment or mistake of law 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 investment advisory agreement with respect to a Portfolio is terminable
without the payment of penalty, (1) 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 (2) 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 agreement provides 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 (except Municipal Cash Portfolio which commenced operations in
June 1998), 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. Fischer continues to provide portfolio
management services to the Portfolios under the supervision of the Adviser. Mr.
Fischer has over 25 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 a Senior Vice President
and Treasurer of United California Savings Bank, Santa Ana, California from 1984
to 1989 and, immediately prior thereto, a Manager for five years at PaineWebber
Jackson & Curtis, New York, New York.

Table 1 in Appendix B shows the dollar amount of investment advisory fees paid
by the Portfolios.

B. ADMINISTRATOR

Pursuant to an administration agreement with the Trust, Forum Administrative
Services, LLC ("FAdS") 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 FAdS 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 a majority of voting securities 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, (1) 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 FAdS; or (2) by FAdS on 60 days' written notice to the
Trust. The administration agreement is not assignable by either party without
the written consent of the other party.

The administration agreement provides that FAdS shall not be liable for any
action or inaction in the administration of the Trust, except for willful
misfeasance, bad faith or gross negligence in the performance of FAdS' duties or
by reason of reckless disregard of FAdS' obligations and duties under the
agreement.

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<PAGE>

At the request of the Board, FAdS 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
FAdS, the Adviser, FFS or their affiliates.

Table 2 in Appendix A shows the dollar amount of administration fees paid by the
Portfolios. Prior to December 1, 1997, Forum Financial Services, Inc. acted as
administrator of the Trust under an agreement substantially identical to the
current administration agreement between FAdS and the Trust.

C. FUND ACCOUNTANT AND INTERESTHOLDER RECORDKEEPER

Pursuant to a portfolio and unitholder accounting agreement, Forum Accounting
Services, LLC ("FAcS")acts as interestholder recordkeeper and fund accountant
for the Portfolios. This agreement will continue in effect with respect to a
Portfolio until terminated; provided, that the continuance is specifically
approved at least annual by the Board. The agreement may be terminated with
respect to a Portfolio at any time, without the payment of any penalty by the
Board or FAcS on 60 days' written notice. The agreement may not be assigned by
either party except with the written consent of the other party.

Under its agreement, FAcS 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 services rendered to Treasury Cash Portfolio,
Government Cash Portfolio, and Cash Portfolio, FAcS receives a fee at an annual
rate of the lesser of 0.05% of the average daily net assets of each Portfolio or
$48,000. For services rendered to Government Portfolio and Municipal Cash
Portfolio, FAcS receives a fee of $48,000 per portfolio. Should a Portfolio have
greater than five interestholders, FAcS will receive an annual fee of $6,000 per
every five additional interestholders. In addition, FAcS is paid an additional
$1,000 per month with respect to tax-free money market portfolios such as
Municipal Cash Portfolio, Portfolios with more than 25% of their total assets
invested in asset backed securities, Portfolios that have more than 100 security
positions and Portfolios that have a monthly portfolio turnover rate of 10% or
greater.

FAcS is required to use its best judgment and efforts in rendering its services
and is not liable to the Trust for any action or inaction in the absence of bad
faith, willful misconduct, gross negligence or reckless disregard of its duties
and obligations under the agreement. FAcS 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 FAcS, 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 FacS' 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 FAcS by an officer of
the Trust duly authorized. This indemnification does not apply to FAcS actions
taken or failures to act in cases of FacS' own bad faith, willful misconduct or
gross negligence.

Table 3 in Appendix A shows the dollar amount of accounting fees paid with
respect to each Portfolio.

D. CUSTODIAN

Pursuant to a custodian contract with the Trust, Union Bank of California, 350
California Street, San Francisco, California 94104 acts as the custodian of each
Portfolio's assets. The custodian's responsibilities include safeguarding and
controlling the applicable Portfolios cash and securities and determining income
payable on and collecting interest on Portfolio investments. The Trust pays a
Union Bank of California a fee at an annual rate of 0.025% of the average daily
net assets of Municipal Cash Portfolio. The Trust also pays a fee at an annual
rate of 0.025% of the first $1.5 billion, 0.020% of the next $1.0 billion and
0.015% of the balance of the average daily net assets of all other Portfolios.

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<PAGE>

E. INDEPENDENT AUDITORS

KPMG LLP, 99 High Street, Boston, MA 02110, serves as independent auditor for
the Portfolios and has so served since the Portfolios commenced operations. The
auditors audit the annual financial statements of the Portfolios. The auditors
also review certain regulatory filings of the Portfolios and the Portfolios' tax
returns.

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. The Adviser monitors the creditworthiness of counterparties to its
Fund's transactions and intends to enter into a transaction only when it
believes that the counterparty presents minimal and appropriate credit risks. No
portfolio transactions are executed with FIA or any of its affiliates.

F. 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 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 brokerage
commissions, 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.

As of August 31, 1999, Cash Portfolio maintained equity investments in
brokers/dealers (or their parent companies) used to effect portfolio
transactions. Table 4 of Appendix B provides details of these investments.

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

18
<PAGE>

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, 1997,1998, and 1999 no
Portfolio paid any brokerage commission.

No portfolio transactions are executed with the Adviser, Forum or any of their
affiliates.

PURCHASE, REDEMPTION AND PRICING OF SECURITIES

Each Portfolio does not determine net asset value on the following holidays in
the United States: 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.

19
<PAGE>

PLACEMENT AGENT

Forum Fund Services, LLC, Two Portland Square, Portland, Maine 04101, serves as
the Trust's placement agent. FFS does not receive compensation for such
placement agent services.

FINANCIAL STATEMENTS

The financial statements of the Portfolios for the year ended August 31, 1999
which are included in the Portfolios' annual report are incorporated herein by
reference. These financial statements are comprised of the schedule of
investments, statements of assets and liabilities, statements of operations,
statements of changes in net assets, financial highlights, notes and independent
auditors' reports.

20
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PART B

CORE TRUST (DELAWARE)

PRIVATE PLACEMENT MEMORANDUM

STATEMENT OF ADDITIONAL INFORMATION

APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

A. CORPORATE BONDS

1. MOODY'S

Aaa Bonds that are rated Aaa are judged 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.

Aa Bonds that 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 that make
the long-term risk appear somewhat larger than the Aaa securities.

Note Moody's applies numerical modifiers 1, 2, and 3 in each generic
rating classification from Aa through Caa. The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower end of that generic
rating category.

2. S&P

AAA An obligation rated AAA has the highest rating assigned by Standard
& Poor's. The obligor's capacity to meet its financial commitment
on the obligation is extremely strong.

AA An obligation rated AA differs from the highest-rated obligations
only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

Note Plus (+) or minus (-). The ratings from AA to CCC may be modified
by the addition of a plus or minus sign to show relative standing
within the major rating categories.

The `r' symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or
volatility of expected returns that are not addressed in the credit
rating. Examples include: obligations linked or indexed to
equities, currencies, or commodities; obligations exposed to severe
prepayment risk-such as interest-only or principal-only mortgage
securities; and obligations with unusually risky interest terms,
such as inverse floaters.

3. DUFF & PHELPS CREDIT RATING CO.

AAA Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

A-1
<PAGE>

AA+ High credit quality. Protection factors are strong. Risk is modest
AA but may vary slightly from time to time because of economic
conditions.

4. FITCH

AAA Highest credit quality. `AAA' ratings denote the lowest expectation
of credit risk. They are assigned only in case of exceptionally
strong capacity for timely payment of financial commitments. This
capacity is highly unlikely to be adversely affected by foreseeable
events.

AA Very high credit quality. `AA' ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment
of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.

C. SHORT TERM RATINGS

1. MOODY'S

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Prime-1 Issuers rated Prime-1 (or supporting institutions) 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:

o Leading market positions in well-established industries.
o High rates of return on funds employed.
o Conservative capitalization structure with moderate reliance
on debt and ample asset protection.
o Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
o Well-established access to a range of financial markets and
assured sources of alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term debt
obligations. This will normally be evidenced by many of the
characteristics cited above 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.

Prime-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market
compositions may be more pronounced. Variability in earnings
and profitability may result in changes in the level of debt
protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.

Not Prime

Issuers rated Not Prime do not fall within any of the Prime
rating categories.

S&P

A-1 A short-term obligation rated A-1 is rated in the highest
category by Standard & Poor's. The obligor's capacity to meet
its financial commitment on the obligation is strong. Within

A-2
<PAGE>

this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet
its financial commitment on these obligations is extremely
strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories.
However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

FITCH

F1 Obligations assigned this rating have the highest capacity for
timely repayment under Fitch IBCA's national rating scale for
that country, relative to other obligations in the same country.
This rating is automatically assigned to all obligations issued
or guaranteed by the sovereign state. Where issues possess a
particularly strong credit feature, a "+" is added to the
assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the
relative degree of risk is slightly higher than for issues
classified as `A1' and capacity for timely repayment may be
susceptible to adverse change sin business, economic, or
financial conditions.

F3 Obligations supported by an adequate capacity for timely
repayment relative to other obligors in the same country. Such
capacity is more susceptible to adverse changes in business,
economic, or financial conditions than for obligations in higher
categories.

A-3
<PAGE>

PART B

CORE TRUST (DELAWARE)

PRIVATE PLACEMENT MEMORANDUM

STATEMENT OF ADDITIONAL INFORMATION

APPENDIX B - MISCELLANEOUS TABLES

TABLE 1 - INVESTMENT ADVISORY FEES

Gross Fee Fee Waived Net Fee Paid
TREASURY CASH PORTFOLIO
Year ended August 31, 1999 $105,930 $0 $105,930
Year ended August 31, 1998 55,735 0 55,735
Year ended August 31, 1997 19,083 0 19,083
GOVERNMENT PORTFOLIO
Year ended August 31, 1999 20,157 0 20,157
Year ended August 31, 1998 23,813 0 23,813
Period ended August 31, 1997 9,064 0 9,064
Year ended March 31, 1997 20,637 0 20,637
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1999 303,532 0 303,532
Year ended August 31, 1998 238,860 0 238,860
Year ended August 31, 1997 196,857 0 196,857
CASH PORTFOLIO
Year ended August 31, 1999 266,660 0 266,660
Year ended August 31, 1998 158,716 0 158,716
Year ended August 31, 1997 72,872 0 72,872
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1999 14,330 0 14,330
Year ended August 31, 1998 1,937 0 0
Year ended August 31, 1997 -- -- --

TABLE 2 - ADMINISTRATION FEES

Gross Fee Fee Waived Net Fee Paid
TREASURY CASH PORTFOLIO
Year ended August 31, 1999 $153,011 $0 $153,011
Year ended August 31, 1998 74,964 29,678 45,286
Year ended August 31, 1997 24,287 14,346 9,941
GOVERNMENT PORTFOLIO
Year ended August 31, 1999 20,197 20,197 0
Year ended August 31, 1998 28,796 28,796 0
Period ended August 31, 1997 18,128 18,128 0
Year ended March 31, 1997 41,274 41,274 0
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1999 438,060 0 438,060
Year ended August 31, 1998 317,754 0 317,754
Year ended August 31, 1997 252,821 0 252,821

B-1
<PAGE>

CASH PORTFOLIO
Year ended August 31, 1999 385,799 0 385,799
Year ended August 31, 1998 212,800 0 212,800
Year ended August 31, 1997 92,652 7,621 85,031
Year ended August 31, 1996 56,125 3,719 52,406
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1999 14,330 14,330 0
Year ended August 31, 1998 1,937 1,937 0
Year ended August 31, 1997 -- -- --

TABLE 3 - FUND ACCOUNTING FEES

Gross Fee Fee Waived Net Fee Paid

TREASURY CASH PORTFOLIO
Year ended August 31, 1999 $49,500 $0 $49,500
Year ended August 31, 1998 48,000 0 48,000
Year ended August 31, 1997 24,279 0 24,279
GOVERNMENT PORTFOLIO
Year ended August 31, 1999 49,500 39,899 9,601
Year ended August 31, 1998 48,000 37,946 10,054
Period ended August 31, 1997 20,000 0 20,000
Year ended March 31, 1997 48,000 0 48,000
GOVERNMENT CASH PORTFOLIO
Year ended August 31, 1999 49,500 0 49,500
Year ended August 31, 1998 48,000 0 48,000
Year ended August 31, 1997 48,000 0 48,000
CASH PORTFOLIO
Year ended August 31, 1999 49,500 49,500 0
Year ended August 31, 1998 48,000 0 48,000
Year ended August 31, 1997 48,000 0 48,000
MUNICIPAL CASH PORTFOLIO
Year ended August 31, 1999 49,500 46,497 3,003
Year ended August 31, 1998 8,800 8,800 0
Year ended August 31, 1997 -- -- --

Table 4 - Portfolio Holdings in Broker/Dealers

Cash Portfolio Value

Goldman Sachs $39,984,000

B-2
<PAGE>

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Trust Instrument of Registrant dated November 1, 1994 as amended and
restated November 1, 1999 (filed herewith).

(b) Not applicable.

(d) Investment Advisory Agreement between Registrant and Forum Investment
Advisors, LLC relating to Treasury Cash Portfolio, Government
Portfolio, Government Cash Portfolio, Cash Portfolio and Municipal Cash
Portfolio dated December 30, 1997 (see Note 2).

(e) Not required.

(f) Not applicable.

(g) Custodian Agreement between Registrant and Union Bank of California
dated as of May 7, 1999 (see Note 1).

(h)(1) Administration Agreement between Registrant and Forum Administrative
Services, LLC relating to Treasury Cash Portfolio, Government
Portfolio, Government Cash Portfolio, Cash Portfolio and Municipal Cash
Portfolio dated December 1, 1997 (see Note 2).

(2) Fund Portfolio and Unitholder Accounting Agreement between Registrant
and Forum Accounting Services, LLC relating Treasury Cash Portfolio,
Government Portfolio, Government Cash Portfolio, Cash Portfolio and
Municipal Cash Portfolio dated as of June 1, 1997 and amended February
11, 1999 (see Note 3).

(3) Placement Agent Agreement between Registrant and Forum Fund Services,
LLC relating to Treasury Cash Portfolio, Government Portfolio,
Government Cash Portfolio, Cash Portfolio and Municipal Cash Portfolio
dated as of February 28, 1999 (filed herewith).

(i) Not required.

(j) Independent Auditors' Report of KPMG LLP, Schedule of Investments,
Notes to Schedule of Investments, Statements of Assets and Liabilities,
Statements of Operations, Statements of Changes in Net Assets, and
Notes to Financial Statements for Treasury Cash Portfolio, Government
Portfolio, Government Cash Portfolio, Cash Portfolio and Municipal Cash
Portfolio dated August 31, 1999 (see Note 6).

(k) Not required.

(l) Not applicable.

(m) Not applicable.

(n) Not applicable.

(p) Not required.

- ---------------

Note 1 Exhibit incorporated by reference as filed in Amendment No.12 via EDGAR
on January 2, 1998 accession number 0001004402-98-000003.

Note 2 Exhibit incorporated by reference as filed in Amendment No.18 via EDGA
on September 30, 1999, accession number 0001004402-99-000394.

Note 3 Exhibit incorporated by reference as filed in Amendment No.17 via EDGAR
on February 12, 1999 accession number 0001004402-99-000129.

Note 4 Exhibit incorporated by referenced as filed in Annual Report of Forum
Funds via EDGAR on November 5, 1999 accession number
0001004402-99-000432.

1
<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

ITEM 25. 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 agreement
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
agreement contained in this Registration Statement as Exhibit 5 and incorporated
herein by reference.

The indemnification provisions set forth under Section 1
paragraphs (f) and (g) of the Placement Agent Agreement between FFSI (defined as
"Forum" under the agreement) and the Trust, specifically provide as follows:

(f) The Trust agrees to indemnify, defend and hold Forum, its several
officers and directors, and any person who controls Forum within the
meaning of Section 15 of the 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

2
<PAGE>

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, 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 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Forum Investment Advisors, LLC

The description of Forum Investment Advisors, LLC in Parts A and B of
this registration statement is incorporated by reference herein.

The following are the members of Forum Investment Advisors, LLC, Two
Portland Square, Portland, Maine 04101, including their business
connections, which are of a substantial nature.

3
<PAGE>

Forum Holdings Corp. I., Member.
Forum Trust, LLC, Member.

Both Forum Holdings Corp. I. and Forum Trust are controlled indirectly
by John Y. Keffer, Chairman and President of the Registrant. Mr.
Keffer is President of Forum Trust and 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's
operating subsidiaries provide services.

The following are the officers of Forum Investment Advisors, LLC,
including their business connections that are of a substantial nature.
Each officer may serve as an officer of various registered investment
companies for which the Forum Financial Group provides services.

Name Title Business Connection
................... .................... ..............................
David I. Goldstein Secretary Forum Investment Advisors, LLC
.................... ..............................
.................... ..............................
General Counsel Forum Financial Group, LLC
.................... ..............................
.................... ..............................
Officer other Forum affiliated
companies
................... .................... ..............................
................... .................... ..............................
John Burns Director Forum Investment Advisors, LLC
.................... ..............................
.................... ..............................
Director Forum Financial Group, LLC
.................... ..............................
.................... ..............................
Officer other Forum affiliated
companies
................... .................... ..............................
................... .................... ..............................
Marc Keffer Assistant Secretary Forum Investment Advisors, LLC
.................... ..............................
.................... ..............................
Corporate Counsel Forum Financial Group, LLC
.................... ..............................
.................... ..............................
Officer other Forum affiliated
companies

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Forum Fund Services, LLC is the Registrant's placement agent.
Registrant has no underwriters.

(b) Not applicable.

ITEM 28. LOCATION OF ACCOUNTS 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, LLC, Two Portland Square, Portland, Maine 04101. 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 custodian, 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 26 hereof.

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

None.

4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended,
the Registrant has duly caused this amendment to its registration statement to
be signed on its behalf by the undersigned, duly authorized, in the City of
Portland and the State of Maine on December 29, 1999.

CORE TRUST (DELAWARE)

By: /s/ John Y. Keffer

John Y. Keffer
President

5
<PAGE>

Index to Exhibits

(a) Trust Instrument of Registrant dated November 1, 1994 as amended and
restated November 1, 1999.

(h)(3) Placement Agent Agreement between Registrant and Forum Fund Services,
LLC relating to Treasury Cash Portfolio, Government Portfolio,
Government Cash Portfolio, Cash Portfolio and Municipal Cash Portfolio
dated as of February 28, 1999.

6
<PAGE>

Exhibit (a)

CORE TRUST (DELAWARE)

TRUST INSTRUMENT

AS AMENDED AND RESTATED ON NOVEMBER 1,1999

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I -- THE TRUST

Section 1.1 Name............................................. 1
Section 1.2 Definitions...................................... 1

ARTICLE II -- TRUSTEES AND OFFICERS

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

ARTICLE III -- POWERS OF TRUSTEES

Section 3.1 General........................................... 6
Section 3.2 Investments....................................... 6
Section 3.3 Legal Title....................................... 7
Section 3.4 Sale of Interests................................. 7
Section 3.5 Borrow Money...................................... 7
Section 3.6 Delegation........................................ 7
Section 3.7 Collection and Payment............................ 7
Section 3.8 Expenses.......................................... 7
Section 3.9 Miscellaneous Powers.............................. 7
Section 3.10 Further Powers................................... 8
Section 3.11 Principal Transactions........................... 8

ARTICLE IV -- INVESTMENT MANAGEMENT, CUSTODIAL AND PRIVATE
PLACEMENT ARRANGEMENTS

Section 4.1 Investment Management and Other Arrangements...... 8
Section 4.2 Custodial Arrangements............................ 9
Section 4.3 Parties to Contract............................... 9
Section 4.4 Compliance with 1940 Act.......................... 9

ARTICLE V -- LIMITATIONS OF LIABILITY

Section 5.1 No Personal Liability of Trustees, Holders........ 9
Section 5.2 Indemnification................................... 10
Section 5.3 No Bond Required of Trustees...................... 11
Section 5.4 No Duty of Investigation; Notice in Trust
Instruments, etc.................................. 11
Section 5.5 Reliance on Experts, etc.......................... 11
Section 5.6 Holder Offering Documents......................... 12

<PAGE>

ARTICLE VI -- INTERESTS OF THE TRUST

Section 6.1 Interests......................................... 13
Section 6.2 Rights of Holders................................. 13
Section 6.3 Purchase of or Increase in Interests.............. 13
Section 6.4 Register of Interests............................. 14
Section 6.5 Non-Transferability............................... 14
Section 6.6 Notices........................................... 14
Section 6.7 Assent to Trust Instrument........................ 14
Section 6.8 Establishment of Series........................... 14
Section 6.9 Assets and Liabilities of Series.................. 14

ARTICLE VII -- DECREASES AND WITHDRAWALS

Section 7.1 Decreases and Withdrawals......................... 15

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

AND DISTRIBUTIONS

Section 8.1 Book Capital Account Balances..................... 15
Section 8.2 Net Asset Value................................... 16
Section 8.3 Allocation of Net Profits and Net Losses.......... 16
Section 8.4 Distributions..................................... 17
Section 8.5 Power to Modify Foregoing Procedures.............. 17

ARTICLE IX -- HOLDERS

Section 9.1 Meetings of Holders............................... 17
Section 9.2 Notice of Meetings................................ 17
Section 9.3 Record Date for Meetings.......................... 17
Section 9.4 Proxies, etc...................................... 18
Section 9.5 Inspectors of Election............................ 18
Section 9.6 Inspection of Records............................. 18
Section 9.7 Holder Action by Written Consent.................. 18
Section 9.8 Voting Powers..................................... 18

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

Section 10.1 Termination of Trust or any Series............... 19
Section 10.2 Dissolution...................................... 19
Section 10.3 Amendment Procedure.............................. 20
Section 10.4 Merger, Consolidation or Asset Sale.............. 20
Section 10.5 Incorporation.................................... 20

ARTICLE XI -- MISCELLANEOUS

Section 11.1 Governing Law.................................... 21
Section 11.2 Counterparts..................................... 21
Section 11.3 Reliance by Third Parties........................ 21
Section 11.4 Provisions in Conflict with Law on Regulations... 21
Section 11.5 Signatures....................................... 22
Section 11.6 Seal............................................. 22
Section 11.7 Fiscal Year...................................... 22
Section 11.8 Waivers of Notice................................ 22
Section 11.9 Reports.......................................... 22

<PAGE>

CORE TRUST (DELAWARE)

This TRUST INSTRUMENT of CORE TRUST (DELAWARE) is restated and amended
this 1st day of November, 1999 by the parties signatory hereto, as Trustees.

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

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

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

ARTICLE I

THE TRUST

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

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

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

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

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

"Commission" shall mean the Securities and Exchange Commission.

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

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

1
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II

TRUSTEES AND OFFICERS

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

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

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

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

2.5. MEETINGS.

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

(b) Regular meetings of the Trustees may be held without call or notice
at a time and place fixed by the Trustees. Notice of any other meeting shall be
given by mail, facsimile or telegram (which term shall include a cablegram) or
delivered personally, which shall include by telephone. Notice of a meeting

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designating the time, date and place of such meeting shall be mailed not less
than 72 hours or otherwise given not less than 24 hours before the meeting but
may be waived in writing by any Trustee either before or after such meeting. The
attendance of a Trustee at a meeting shall constitute a waiver of notice of such
meeting except where a Trustee attends a meeting for the express purpose of
objecting, at the commencement of such meeting, to the transaction of any
business on the ground that the meeting has not been lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Trustees need be stated in the notice or waiver of
notice of such meeting, and no notice need be given of action proposed to be
taken by unanimous written consent.

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

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

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

2.6. COMMITTEES.

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

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

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

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

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

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

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

2.11. SECRETARY. The Secretary shall keep the minutes of all meetings
of, and record all votes of, Holders, Trustees and the Executive Committee, if
any. The Secretary shall be custodian of the seal of the Trust, if any, and the
Secretary (and any other person so authorized by the Trustees) shall affix the
seal or, if permitted, a facsimile thereof, to any instrument executed by the
Trust which would be sealed by a Delaware corporation executing the same or a
similar instrument and shall attest the seal and the signature or signatures of
the officer or officers executing such instrument on behalf of the Trust. The
Secretary shall also perform any other duties commonly incident to such office
in a Delaware business corporation, and shall have such other authorities and
duties as the Trustees shall from time to time determine.

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

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

ARTICLE III

POWERS OF TRUSTEES

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

3.2. INVESTMENTS. The Trustees shall have power to:

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

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

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

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

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

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

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

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

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

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

3.9. MISCELLANEOUS POWERS. The Trustees shall have the power to: (a)
employ or contract with such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust and terminate such employees or
contractual relationships as they consider appropriate; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) purchase,
and pay for out of Trust Property or the assets of the appropriate Series,
insurance policies insuring the Investment Manager, placement agent, Holders,
Trustees, officers, employees, agents, or independent contractors of the Trust
against all claims arising by reason of holding any such position or by reason
of any action taken or omitted by any such Person in such capacity, whether or
not the Trust would have the power to indemnify such Person against such
liability; (d) establish pension, profit-sharing and other retirement, incentive
and benefit plans for any Trustees, officers, employees and agents of the Trust;
(e) make donations, irrespective of benefit to the Trust, for charitable,
religious, educational, scientific, civic or similar purposes; (f) to the extent
permitted by law, indemnify any Person with whom the Trust has dealings,
including the Investment Manager, placement agent, Holders, Trustees, officers,
employees, agents or independent contractors of the Trust, to such extent as the
Trustees shall determine; (g) guarantee indebtedness or contractual obligations
of others; (h) determine and change the Fiscal Year of each Series of the Trust
and the method in which its accounts shall be kept; (i) adopt a seal for the
Trust, but the absence of such seal shall not impair the validity of any
instrument executed on behalf of the Trust; (j) establish separate and distinct
Series with separately defined investment objectives and policies and distinct
investment purposes in accordance with the provisions of Article VI hereof; (k)

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subject to the provisions of Section 3804 of the Delaware Act, allocate assets,
liabilities and expenses of the Trust to a particular Series or apportion the
same between or among two or more Series, provided that any liabilities or
expenses incurred by a particular Series shall be payable solely out of the
assets belonging to that Series as provided for in Article VI hereof; (l)
establish, from time to time, a minimum investment for Holders in the Trust or
in one or more Series, and require the withdrawal of any Holder whose investment
is less than such minimum upon giving notice to such Holder and; (m) appoint, or
authorize any officer or officers to appoint, one or more registrars of the
Trust.

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

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

ARTICLE IV

INVESTMENT MANAGEMENT, CUSTODIAL AND PRIVATE PLACEMENT ARRANGEMENTS

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

4.2. CUSTODIAL ARRANGEMENTS.

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

(b) The Trustees may direct the custodian to deposit all or any part of
the securities owned by the Trust in a system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the Commission under the Securities
Exchange Act of 1934, as amended, or such other person as may be permitted by
the Commission, or otherwise in accordance with the 1940 Act, pursuant to which

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system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust or its custodians, subcustodians or other agents.

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

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

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

ARTICLE V

LIMITATIONS OF LIABILITY

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

5.2. INDEMNIFICATION.

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

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

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

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

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

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

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

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

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

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

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

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

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

(f) In case any Holder or former Holder of any Series shall be held to
be personally liable solely by reason of the Holder or former Holder being or
having been a Holder of that Series and not because of the Holder or former
Holder acts or omissions or for some other reason, the Holder or former Holder

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(or the Holder or former Holder's heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the assets
belonging to the applicable Series to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust, on behalf
of the affected Series, shall, upon request by the Holder, assume the defense of
any claim made against the Holder for any act or obligation of the Series and
satisfy any judgment thereon from the assets of the Series.

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

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

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

5.6 HOLDER OFFERING DOCUMENTS. (a) Each Holder of an Interest shall
indemnify and hold harmless the Trust and each Covered Person against any
losses, claims, damages or liabilities, joint or several, to which the Trust or
such Covered Person may become subject, under the 1933 Act or otherwise,
specifically including but not limited to losses, claims, damages or liabilities
related to negligence on the part of the Trust or any Covered Person, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any Misstatement in a Holder Statement; and each
Holder further agrees to reimburse the Trust and each Covered Person for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however that the Holder of an Interest shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any Misstatement made in such Holder Statement in reliance upon
and in conformity with written information furnished to such Holder by the Trust
or such Covered Person for use in the preparation thereof. The foregoing proviso
shall not apply to exculpate a Holder under this Section 5.6(a) with respect to
any losses, claims, damages or liabilities to which the Trust or any such
Covered Person may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
Misstatement in any Holder Statement or portion thereof of such Holder, if such
Misstatement only relates to (i) any investment company or series thereof that
does not and does not propose, as of the time the Misstatement is made, to
invest all or a portion of its assets in a Series of the Trust or (ii) to an
offering of securities (as defined under the 1933 Act) of such Holder or its
affiliates the proceeds from which are not and are not proposed, as of the time
the Misstatement is made, to be invested in a Series of the Trust.

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The indemnity provisions of this Section 5.6(a) shall inure to the
benefit of each person, if any, who controls the Trust or any Covered Person
within the meaning of the 1933 Act.

(b) The Trust shall indemnify and hold harmless each Holder against any
losses, claims, damages or liabilities, joint or several, to which such Holder
may become subject under the 1933 Act or otherwise, specifically including but
not limited to losses, claims, damages or liabilities (or actions in respect
thereof) that arise out of or are based upon any Misstatement in the Holder
Statement of such Holder, in each case to the extent, but only to the extent,
that such Misstatement was made in reliance upon and in conformity with written
information furnished to such Holder by the Trust for inclusion therein, and
will reimburse such Holder for any legal or other expenses reasonably incurred
by such Holder in connection with investigating or defending any such loss,
claim, damage, liability or action.

This indemnity provision in this Section 5.6(b) shall extend upon the
same terms and conditions to, and shall inure to the benefit of, each officer
and director of each Holder and each person, if any, who controls such Holder
within the meaning of the 1933 Act.

(c) Promptly after receipt by an indemnified party under this Section
5.6 of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party under
Section 5.6(a) or 5.6(b), notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under Section 5.6(a) or 5.6(b). In case any such action is
brought against any indemnified party, and it notified the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified parties and the
indemnifying party and the indemnified party shall have reasonably concluded
that there are legal defenses available to it and/or other indemnified parties
that are different from or additional to those available to the indemnifying
party and that as a result thereof, the indemnified party shall reasonably
conclude that it is inadvisable for it to be represented by counsel for the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of the indemnifying party's election so to assume the defense of such
action and approval by the indemnified party of counsel (or the unreasonable
withholding of such approval), the indemnifying party will not be liable to such
indemnified party under Section 5.6(a) or 5.6(b) for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel approved by the indemnifying party,
representing all the indemnified parties under Section 5.6(a) or 5.6(b) hereof
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of commencement of
the action, or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party. In
no event shall any indemnifying party be liable in respect of any amounts paid
in settlement of any action unless the indemnifying party shall approved the
terms of such settlement; provided, however, that such consent shall not be
unreasonably withheld or delayed.

(d) For purposes of this Section 5.6, the following terms shall have
the following meanings:

"Holder Statement" shall mean any registration statement or prospectus,
as such terms are defined under the 1933 Act, or any other material or
information, written or oral, distributed or communicated to shareholders or
partners, or prospective shareholders or partners, of a Holder by or at the
direction of such Holder, including, without limitation, proxies and proxy
statements, as such terms are defined under the 1940 Act and the Securities
Exchange Act of 1934, as amended.

"Misstatement" shall mean, with respect to any Holder Statement, any
untrue statement or alleged untrue statement of any material fact, or any
omission or alleged omission to state a material fact required to be stated

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therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

"1933 Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

"1940 Act" shall mean the Investment Company Act of 1940, as amended,
and the rules and regulations thereunder.

(e) The provisions of this Section 5.6 shall apply to each Holder
effective on the date such Holder becomes a shareholder of the Trust and shall
survive after such Holder no longer holds an interest in the Trust.

(f) Notwithstanding anything else herein, no amendment to Section 5.6
shall be effective until at least 30 days after the Trust has delivered all
Holders (as of the date of such notice) written notice of such amendment.

ARTICLE VI

INTERESTS OF THE TRUST

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

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

6.3. PURCHASE OF OR INCREASE IN INTERESTS. The Trustees, in their
discretion, may, from time to time, without a vote of the Holders, permit the
purchase of Interests of any Series by such party or parties (or increase in the
Interest of a Holder in any Series) and for such type of consideration,
including cash or property, at such time or times (including, without
limitation, each business day), and on such terms as the Trustees may deem best,
and may in such manner acquire other assets (including the acquisition of assets
subject to, and in connection with the assumption of, liabilities) and
businesses; provided, however, that the Trustees may not permit the purchase of
Interests of any Series if any Series would have more than 500 Holders. The
Trustees may make such additional rules and regulations, not inconsistent with
this Instrument, as they may deem expedient concerning the purchase or increase
of Interests.

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

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

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

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

6.8. ESTABLISHMENT OF SERIES. The Trust created hereby shall consist of
one or more Series and separate and distinct records shall be maintained by the
Trust for each Series and the assets associated with any such Series shall be
held and accounted for separately from the assets of the Trust or any other
Series. The Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of the Holders
of any Series of the Trust, to establish and designate and to change in any
manner any such Series of Interests and to fix such preferences, voting powers,
right and privileges of such Series as the Trustees may from time to time
determine, to classify or reclassify any unissued Interests or any Series into
one or more Series, and to take such other action with respect to the Interests
as the Trustees may deem desirable. The establishment and designation of any
Series shall be effective upon the adoption of a resolution by a majority of the
Trustees setting forth such establishment and designation and the relative
rights and preferences of the Interests of such Series. At any time that there
are no Interests outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that Series and the
establishment and designation thereof.

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

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

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ARTICLE VII

DECREASES AND WITHDRAWALS

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

ARTICLE VIII

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

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

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

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

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

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

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

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the Commission or insofar as permitted by any order of the Commission applicable
to the Series. The Trustees may delegate any of their powers and duties under
this Section 8.2 with respect to valuation of assets and liabilities.

8.3. ALLOCATION OF NET PROFITS AND NET LOSSES.

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

(b) Except as otherwise provided in this Section 8.3, for each fiscal
year, items of income, deduction, gain, loss or credit that are recognized by a
Series for tax purposes shall be allocated pursuant to Treasury Department
Regulations ss. 1.704-1(b) in such manner as to equitably reflect amounts
credited or debited to the Book Capital Account of each Holder of that Series
for such year. Allocations of such items also shall be made, where appropriate,
in accordance with section 704(c) of the Code and the regulations thereunder, as
may be provided in any Policies adopted by the Trustees pursuant to Section 8.1.

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

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

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

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

ARTICLE IX

HOLDERS

9.1. MEETINGS OF HOLDERS. Meetings of the Holders of any Series may be
called at any time by a majority of the Trustees and shall be called by any
Trustee upon written request of Holders holding, in the aggregate, not less than
10% of the Interests of that Series, such request specifying the purpose or
purposes for which such meeting is to be called. Any such meeting shall be held
within or without the State of Delaware on such day and at such time as the
Trustees shall designate. Holders of one-third of the Interests entitled to
vote, present in person or by proxy, shall constitute a quorum for the
transaction of any business, except as may otherwise be required by law or by
this Instrument. The Chairman, if any, shall act as chairman at all meetings of

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the Holders; in the Chairman's absence, the President shall act as chairman; and
in the absence of the Chairman and the President, the Trustee or Trustees
present at each meeting may elect a temporary chairman for the meeting, who may
be one of themselves. Holders may vote either in person or by duly executed
proxy and each Holder shall be entitled to vote proportionate to the Holder's
Interest in the Trust or affected Series. If a quorum is present at a meeting,
an affirmative vote of a Majority Interest Vote of the Holders present and
entitled to vote thereon, either in person or by proxy, at such meeting
constitutes the action of the Holders, unless law or this Instrument requires a
greater number of affirmative votes.

9.2. NOTICE OF MEETINGS. Notice of all meetings of the Holders of any
Series, stating the time, place and purposes of the meeting, shall be given by
the Trustees by mail to each Holder of that Series, at the Holder's registered
address, mailed at least 10 days and not more than 90 days before the meeting.
At any such meeting, any business properly before the meeting may be considered
whether or not stated in the notice of the meeting. Any adjourned meeting may be
held as adjourned without further notice. No notice need be given to any Holder
who shall have failed to inform the Trust of the Holder's current address or if
a written waiver of notice, executed before or after the meeting by the Holder
or the Holder's attorney thereunto authorized, is filed with the records of the
meeting.

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

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

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

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<PAGE>

if any, of the meeting, or of any Holder or a Holder's proxy, the Inspectors of
Election shall make a report in writing of any challenge or question or matter
determined by them and shall execute a certificate of any facts found by them.

9.6. INSPECTION OF RECORDS. The records of the Trust shall be open to
inspection by Holders during normal business hours for any purpose not harmful
to the Trust. At each meeting of the Holders of the Trust or any Series there
shall be open for inspection the minutes of the last previous meeting of Holders
of the Trust or Series, as the case may be, and a list of the Holders of the
Trust or Series, certified to be true and correct by the Secretary or other
proper agent of the Trust, as of the record date of the meeting. Such list of
Holders shall contain the name of each Holder and the address and the percentage
of the total Interests owned by such Holder.

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

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

ARTICLE X

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

10.1. TERMINATION OF TRUST OR ANY SERIES.

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

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

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

(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection, the
Trustees shall distribute the remaining assets of the Trust or any
affected Series, in cash or in kind or partly each, among the Holders
of the Trust or the affected Series in proportion to their respective
Interests in the Trust or Series (that is, in accordance with the
positive Book Capital Account balances of the Holders), after taking

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<PAGE>

into account such adjustments as are required by Treasury Department
Regulation ss. 1.704-1(b) (2) (ii) (b) (2).

(b) Upon termination of the Trust or any Series and distribution to the
Holders as herein provided, a majority of the Trustees shall execute and lodge
among the records of the Trust an instrument in writing setting forth the fact
of such termination. Upon termination of the Trust or any Series, the Trustees
shall thereupon be discharged from all further liabilities and duties hereunder
with respect to the Trust or Series, and the rights and interests of all Holders
of the Trust or Series shall thereupon cease.

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

10.3. AMENDMENT PROCEDURE.

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

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

(c) Notwithstanding anything else herein, no amendment to Section 5.6
shall be effective until at least 30 days after the Trust has delivered all
Holders (as of the date of such notice) written notice of such amendment.

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

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

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

10.5. INCORPORATION. Notwithstanding anything else herein, the Trustees
may, without the prior consent or vote of the Holders, cause to be organized or
assist in organizing a corporation or corporations under the laws of any

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jurisdiction or any other trust, partnership, association or other organization
to take over all of the Trust Property or the assets of any Series or to carry
on any business in which the Trust or any Series shall directly or indirectly
have any interest, and to sell, convey and transfer the Trust Property or the
assets of any Series to any such corporation, trust, association or organization
in exchange for the equity interests thereof or otherwise, and to lend money to,
subscribe for the equity interests of, and enter into any contracts with any
such corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
or any Series holds or is about to acquire equity interests. The Trustees may
also cause a merger or consolidation between the Trust or any Series or any
successor thereto and any such corporation, trust, partnership, association or
other organization if and to the extent permitted by law, as provided under the
law then in effect. In addition, nothing contained herein shall be construed as
requiring approval of the Holders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring a portion of the Trust
Property or the assets of any Series to such organizations or entities.

ARTICLE XI

MISCELLANEOUS

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

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

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

11.4. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of this Instrument are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with any applicable laws or regulations, the

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<PAGE>

conflicting provision shall be deemed never to have constituted a part of this
Instrument; provided, however, that such determination shall not affect any of
the remaining provisions of this Instrument or render invalid or improper any
action taken or omitted prior to such determination.

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

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

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

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

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

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

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

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IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of date first written above.

/s/ Costas Azariadis

Costas Azariadis, as Trustee
and not individually

/s/ James C. Cheng
------------------
James C. Cheng, as Trustee
and not individually

/s/ John Y. Keffer
------------------
John Y. Keffer, as Trustee
and not individually

/s/ J. Michael Parish
---------------------
J. Michael Parish, as Trustee
and not individually

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APPENDIX A

Portfolios of the Trust

as of November 1, 1999

Prime Money Market Portfolio

Money Market Portfolio

Small Cap Index Portfolio

Small Company Growth Portfolio

Small Company Value Portfolio

Large Company Growth Portfolio

Disciplined Growth Portfolio

Small Cap Value Portfolio

Strategic Value Bond Portfolio

Income Equity Portfolio

Managed Fixed Income Portfolio

Positive Return Bond Portfolio

Stable Income Portfolio

International Portfolio

Index Portfolio

International Equity Portfolio

Treasury Cash Portfolio

Government Cash Portfolio

Cash Portfolio

Government Portfolio

Municipal Cash Portfolio

<PAGE>

Exhibit (h)(3)
CORE TRUST (DELAWARE)

PLACEMENT AGENT AGREEMENT

AGREEMENT made this 28th day of February, 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 Fund Services, LLC ("Forum"), a Delaware limited
liability 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 Forum perform placement agent services
for each of the portfolios of the Trust as listed in Appendix A hereto (each a
"Portfolio," and collectively the "Portfolios") and Forum 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. SERVICES AS PLACEMENT AGENT

(a) Forum will act as Placement Agent of the Interests of the
Portfolios. As Placement Agent, Forum shall have the right to sell Interests of
the Portfolios upon the terms set forth in the Trust's registration statement,
as such registration statement is amended and in effect from time to time. In
acting as Placement Agent, neither Forum nor its employees nor any agents
thereof shall make any offer or sale of Interests in a manner which would
require the Interests to be registered under the Securities Act of 1933, as
amended (the "1933 Act"). As used in this Agreement the term "registration
statement" shall mean any registration statement filed with the Securities and
Exchange Commission (the "Commission") as modified by any amendments thereto
that at any time shall have been filed with the Commission by or on behalf of
the Trust.

(b) All activities by Forum and its agents and employees as Placement
Agent of Interests shall comply with all applicable laws, rules and regulations,
including without limitation, all rules and regulations adopted pursuant to the
1940 Act by the Commission.

(c) Nothing herein shall be construed to require the Trust to accept
any offer to purchase any Interests, all of which shall be subject to approval
by the Trust's Board of Trustees.

(d) The Trust shall furnish from time to time for use in connection
with the sale of Interests such information with respect to the Trust and
Interests as Forum may reasonably request. The Trust shall also furnish Forum
upon request with: (a) audited annual and unaudited semiannual statements of the
Trust's books and accounts prepared by the Trust, and (b) from time to time such
additional information regarding the Trust's financial or regulatory condition
as Forum may reasonably request.

(e) The Trust represents to Forum that all registration statements
filed by the Trust with the Commission under the 1940 Act with respect to
Interests have been prepared in conformity with the requirements of such statute
and rules and regulations of the Commission thereunder. The Trust represents and
warrants to Forum that any registration statement will contain all statements
required to be stated herein in conformity with both such statute and the rules
and regulations of the Commission; that all statements of fact contained in any
registration statement will be true and correct in all material respects at the
time of filing of such registration statements or amendments thereto; and that
no registration statement will include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading to a purchaser of Interests. The Trust may
but shall not be obligated to, propose from time to time such amendment to any
registration statement as in the light of future developments may, in the
opinion of the Trust's counsel, be necessary or advisable. If the Trust shall
not propose such amendment and/or supplement within fifteen days after receipt
by the Trust of a written request from Forum to do so, Forum may, at its option,
terminate this Agreement. The Trust shall not file any amendment to any

1
<PAGE>

registration statement without giving Forum reasonable notice thereof in
advance; provided, however, that nothing contained in this Agreement shall in
any way limit the Trust's right to file at any time such amendment to any
registration statement as the Trust may deem advisable, such right being in all
respects absolute and unconditional.

(f) The Trust agrees to indemnify, defend and hold Forum, its several
officers and directors, and any person who controls Forum within the meaning of
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934
(the "1934 Act") (for purposes of this Section 1(f), collectively, "Covered
Persons") free and harmless from and against any and all claims, demands,
liabilities and any counsel fees incurred in connection therewith) which any
Covered Person may incur under the 1933 Act, the 1934 Act, common law or
otherwise, arising out of or based on any untrue statement of a material fact
contained in any registration statement, private placement memorandum or other
offering material ("Offering Material") or 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 indemnification 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 1(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, 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).

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(h) No Interests shall be offered by either Forum or the Trust under
any of the provisions of this Agreement and no orders for the purchase or sale
of Interests hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement or any necessary amendments thereto
shall be suspended under any of the provisions of the 1940 Act; provided,
however, that nothing contained in this Section 1(h) shall in any way restrict
or have an application to or bearing on the Trust's obligation to redeem
Interests from any investor in accordance with the provisions of the Trust's
registration statement or Trust Instrument, as amended from time to time.

(i) The Trust agrees to advise Forum as soon as reasonably practical by
a notice in writing delivered to Forum or its counsel:

(i) of any request by the Commission for amendment to the registration
statement then in effect or for additional information;

(ii) in the event of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement then in
effect or the initiation by service of process on the Trust of any
proceeding for that purpose;

(iii) of the happening of any event that makes untrue any statement of
a material fact made in the registration statement then in effect or
that requires the making of a change in such registration statement in
order to make the statements therein not misleading; and

(iv) of all action of the Commission with respect to any amendment to
any registration statement that may from time to time be filed with the
Commission.

For purposes of this Section 1(i), informal requests by or acts of the
Staff of the Commission shall not be deemed actions or requests by the
Commission.

(j) Forum agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information not otherwise publicly available relative to the Trust and its
prior, present or potential investors and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval 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 comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.

(k) In addition to Forum's duties as Placement Agent, the Trust
understands that Forum may, in its discretion, perform additional functions in
connection with transactions in Interests.

(l) Forum shall receive no fee for its services hereunder.

(m) The processing of Interest transactions may include, but is not
limited to, compilation of all transactions; creation of a transaction tape and
timely delivery of it to the Trust's transfer agent for processing;
reconciliation of all transactions delivered to the Trust's transfer agent; and
the recording and reporting of these transactions executed by the Trust's
transfer agent in customer statements; and rendering of periodic customer
statements.

(n) Forum may also provide other investor services, such as
communicating with Trust investors and other functions in administering customer
accounts for Trust investors.

(o) Nothing herein is intended, nor shall be construed, as requiring
Forum to perform any of the foregoing functions.

SECTION 2. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to each
Portfolio on the date hereof and with respect to each future portfolio of the
Trust on the date this Agreement or Appendix A hereto is amended. 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.

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(b) This Agreement shall continue in effect with respect to a Portfolio
for a period of one year from its effectiveness and shall continue in effect for
successive twelve-month periods; provided, however, that continuance is
specifically approved at least annually (i) by the Board or by a vote of a
majority of the outstanding voting interests 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);
provided further, however, that if the continuation of this agreement is not
approved as to a Portfolio, Forum may continue to render to the 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 on 60 days' written
notice to Forum or (ii) by Forum on 60 days' written notice to the Trust. This
agreement shall terminate upon assignment.

SECTION 3. REPRESENTATIONS AND WARRANTIES

Forum and the Trust each hereby represents and warrants to the other
that it has all requisite authority to enter into, execute, deliver and perform
its obligations under this Agreement and that, with respect to it, this
Agreement is legal, valid and binding, and enforceable in accordance with its
terms.

SECTION 4. ACTIVITIES OF FORUM

Except to the extent necessary to perform Forum's obligations
hereunder, nothing herein shall be deemed to limit or restrict Forum's right, or
the right of any of Forum'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 5. 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 6. 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.

(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 New York.

(f) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

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(g) 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)

/s/ David I. Goldstein

David I. Goldstein
Vice President

FORUM FUND SERVICES, LLC.

/s/ John Y. Keffer

John Y. Keffer

President

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CORE TRUST (DELAWARE)

PLACEMENT AGENT AGREEMENT

Appendix A

as of February 28, 1999

Treasury Cash Portfolio

Government Cash Portfolio

Cash Portfolio

Treasury Portfolio

Municipal Cash Portfolio