EXHIBIT 5(E)
EXHIBIT 5(E)
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
February 12, 1996
Forum Advisors, Inc.
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Dear Sirs:
We, the undersigned Core Trust (Delaware), herewith confirm
our agreement with you as follows:
1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type and in
accordance with the limitations specified in Trust Instrument,
By- Laws and registration statement filed with the Securities and
Exchange Commission under the Investment Company Act of 1940 (the
"Investment Company Act") and the Securities Act of 1933 (the
"Securities Act"), including any representations made in our
prospectus and statement of additional information, all in such
manner and to such extent as may from time to time be authorized
by our Board of Trustees. We enclose copies of the documents
listed above and will from time to time furnish you with any
amendments thereof.
2. We hereby employ you, subject to the direction and
control of our Board of Trustees, to manage the investment and
reinvestment of the assets with respect to a series of our
beneficial interests as listed in Appendix A hereto (the
"Portfolio), and, without limiting the generality of the
foregoing, to provide management and other services specified
below.
(a) You will make decisions with respect to all purchases
and sales of securities in the Portfolio. To carry out such
decisions, you are hereby authorized, as our agent and attorney-
in- fact, for our account and at our risk and in our name, to
place orders for the investment and reinvestment of the assets of
the Portfolio. In all purchases, sales and other transactions in
securities in the Portfolio, you are authorized to exercise full
discretion and act for us in the same manner and with the same
force and effect as we might or could do with respect to such
purchases, sales or other transactions, as well as with respect
to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
(b) You will report to our Board of Trustees at each meeting
thereof all changes in the Portfolio since the prior report, and
will also keep us in touch with important developments affecting
the Portfolio and on your own initiative will furnish us from
time to time with such information as you may believe appropriate
for this purpose, whether concerning the individual companies
whose securities are included in the Portfolio, the industries in
which they engage, or the conditions prevailing in the economy
generally. You will also furnish us with such statistical and
analytical information with respect to securities in the
Portfolio as you may believe appropriate or as we reasonably may
request. In making such purchases and sales of securities in the
Funds, you will bear in mind the policies set from time to time
by our Board of Trustees as well as the limitations imposed by
our Trust Instrument and in our Registration Statements under the
Investment Company Act and the Securities Act the limitations in
the Investment Company Act and of the Internal Revenue Code in
respect of regulated investment companies and the investment
objective, policies and restrictions for the Portfolio.
(c) It is understood that you will from time to time employ
or associate with yourselves such persons as you believe to be
particularly fitted to assist you in the execution of your duties
hereunder, the cost of performance of such duties to be borne and
paid by you. No obligation may be incurred on our behalf in any
such respect.
3. It is further agreed that you shall be responsible for
the portion of the net expenses that relate to the Portfolio
(except interest, taxes, brokerage fees and other expenses paid
by us in accordance with an effective plan pursuant to Rule 12b-1
under the Investment Company Act and organization expenses, all
to the extent such exclusions are permitted by applicable state
law and regulation) incurred by us during each of our fiscal
years or portion thereof that this agreement is in effect between
us which, as to the Portfolio, in any such year exceeds the
limits applicable to the Portfolio under the laws or regulations
of any state in which our shares are qualified for sale (reduced
pro rata for any portion of less than a year). We hereby confirm
that, subject to the foregoing, we shall be responsible and
hereby assume the obligation for payment of all our other
expenses, including: (a) payment of the fee payable to you under
paragraph 5 hereof and the fee payable to Forum Financial
Services, Inc. pursuant to the Administration Agreement between
Forum Financial Services, Inc. and us; (b) taxes, brokerage fees
and commissions; (c) certain insurance premiums; (d) fees,
interest charges and expenses of our custodian, transfer agent
and dividend disbursing agent; (e) telecommunications expenses;
(f) auditing, legal and compliance expenses; (g) costs of forming
the corporation and maintaining corporate existence; (h) costs of
preparing and printing our Private Offering Memoranda, Statements
of Additional Information, subscription application forms and
shareholder reports and their delivery to existing and
prospective shareholders; (i) costs of maintaining books of
original entry for portfolio and fund accounting and other
required books and accounts and of calculating the net asset
value of our shares; (j) costs of reproduction, stationery and
supplies; (k) compensation of our trustees, officers and
employees and costs of other personnel performing services for us
who are not your officers or officers of Forum Financial
Services, Inc., or your and its respective affiliates; (l) costs
of corporate meetings; (m) Securities and Exchange Commission
registration fees and related expenses; (n) state securities laws
registration fees and related expenses and (o) all fees and
expenses paid by us in accordance with any distribution plan
adopted by us pursuant to Rule 12b-1 under the Investment Company
Act.
4. We shall expect of you, and you will give us the benefit
of, your best judgment and efforts in rendering these services to
us, and we agree as an inducement to your undertaking these
services that you shall not be liable hereunder for any mistake
of judgment or in any event whatsoever, except for lack of good
faith, provided that nothing herein shall be deemed to protect,
or purport to protect, you against any liability to us or and to
our security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you, with
respect to the Portfolio, a fee as described in Appendix A
hereto. Such fees shall be accrued by us daily and shall be
payable monthly in arrears on the first day of each calendar
month for services performed hereunder during the prior calendar
month. Your reimbursement, if any, of our expenses as provided
in paragraph 3 hereof, shall be estimated and paid to us monthly
in arrears, at the same time as our payment to you for such
month. Payment of the advisory fees will be reduced or
postponed, if necessary, with any adjustments made after the end
of the year.
6. This agreement shall become effective as to the
Portfolio immediately upon approval by a majority of the
outstanding voting securities (as defined in the Investment
Company Act) of the Portfolio and shall remain in effect for a
period of one year from the date it first becomes effective and
shall continue in effect thereafter for successive twelve-month
periods (computed from each anniversary date of the effective
date) with respect to the Portfolio, provided that such
continuance is specifically approved at least annually by our
Board of Trustees or by majority vote of the holders of the
outstanding voting securities (as defined) of the Portfolio, and,
in either case, by a majority of our trustees who are not parties
to this agreement or interested persons, as defined in the
Investment Company Act, of any such party (other than as our
trustees), provided further, however, that if the continuation of
this agreement is not approved as to the Portfolio, you may
continue to render to such portfolio the services described
herein in the manner and to the extent permitted by the Act and
the rules and regulations thereunder. Upon the effectiveness of
this agreement, it shall supersede all previous agreements
between us covering the subject matter hereof. This agreement
may be terminated with respect to the Portfolio at any time,
without the payment of any penalty, by vote of a majority of the
outstanding voting securities (as so defined) of the Portfolio,
or by a vote of a majority of our entire Board of Trustees on 60
days' written notice to you, or by you with respect to the
Portfolio on not more than 60 days' nor less than 30 days'
written notice to us.
7. This agreement may not be transferred, assigned, sold or
in any manner hypothecated or pledged by you and this agreement
shall terminate automatically in the event of any such transfer,
assignment, sale, hypothecation or pledge by you. The terms
"transfer," "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and any
interpretation thereof contained in rules or regulations
promulgated by the Securities and Exchange Commission thereunder.
8. Except to the extent necessary to perform your
obligations hereunder, nothing herein shall be deemed to limit or
restrict your right, or the right of any of your officers,
trustees or employees who may also be a trustee, officer or
employee of ours, or persons otherwise affiliated with us (within
the meaning of the Investment Company Act) to engage in any other
business or to devote time and attention to the management or
other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the
enclosed copy hereof.
Very truly yours,
CORE TRUST (DELAWARE)
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
FORUM ADVISORS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
Appendix A
Advisory Fee as a % of
the Annual Average Daily
Portfolio Net Assets of the Portfolio
Treasury Portfolio 0.05%
47180160.CQ5
