As filed with the Securities and Exchange Commission on June 13, 1997
Securities Act File No. 333-12075
Investment Company Act File No. 811-07813
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment
No.
Post-Effective Amendment No. 1 X
----- ----
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 2 X
KOBREN INSIGHT FUNDS
(Exact Name of Registrant as Specified in Charter)
20 William Street, Suite 310, Wellesley Hills, Massachusetts 02181
Registrant's Telephone Number, including Area Code: (617) 573-1557
Name and Address of Agent for Service: Copies to:
Gail A. Hanson, Esq. Pamela Wilson, Esq.
Kobren Insight Funds Hale and Dorr
One Exchange Place 60 State Street
Boston, MA 02109 Boston, MA 02109
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) on pursuant to
paragraph (b) 60 days after filing pursuant to paragraph (a)(1)
on pursuant to paragraph (a)(1) 75 days after filing pursuant to
paragraph (a)(2) on __________ pursuant to paragraph (a)(2) of
Rule 485.
Registrant has registered an indefinite number of shares of beneficial interest
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, and
has filed a Rule 24f-2 Notice for its most recent fiscal year ended December 31,
1996 on February 27, 1997.
<PAGE>
==============================================================================
Kobren Insight Funds
===============================================================================
Notes to Financial Statements - (unaudited)(continued)
April 30, 1997
The purpose of this filing is to comply with an undertaking pursuant to Item
32(d) of Form N-1A to file a post-effective amendment containing unaudited
financial statements within four to six months from the effective date of the
Registration Statement of the Kobren Insight Funds.
<PAGE>
KOBREN INSIGHT FUNDS
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495 (a)
Part A.
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Expense Information
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Investment Objectives and
Policies; Additional
Information
5. Management of the Fund Management of the Funds
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Securities How to Purchase Shares; How to
Redeem Shares;
Determination of Net Asset Value;
Dividends,
Distributions and Taxes;
Additional Information
7. Purchase of Securities Being Offered How to Purchase Shares
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings Not Applicable
<PAGE>
Part B. Statement of Additional
Item No. Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Investment Objectives and
Policies; Description of the
Trust; Additional Information
13. Investment Objectives and Policies Investment Objectives and
Policies; Investment
Restrictions
14. Management of the Registrant Management of the Trust and the Funds
15. Control Persons and Principal Holders of Securities Management of the
Trust and the Funds
16. Investment Advisory and Other Services Management of the Trust and
the Funds; Custodian,
Counsel and Independent
Accountants; Portfolio
Transactions
17. Brokerage Allocation and Other Practices Portfolio Transactions
18. Capital Stock and Other Securities Description of the Trust
19. Purchase, Redemption and Pricing of Purchase, Redemption and
Securities Being Offered Determination of Net Asset Value;
Special Redemptions
20. Tax Status Dividends, Distributions and Taxes
21. Underwriters Management of the Trust and the Funds
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
<PAGE>
PART A: The Funds' Prospectus dated November 15, 1996 is incorporated
by reference to the Funds'
Pre-Effective Amendment No. 1 to the Funds' Registration Statement
filed on November 8, 1996.
Kobren Insight Funds
Supplement Dated June 15, 1997
to Prospectus Dated November 15, 1996
Kobren Growth Fund
Kobren Moderate Growth Fund
Kobren Conservative Allocation Fund
FINANCIAL HIGHLIGHTS
The following table of "Financial Highlights" relating to the Kobren
Insight Funds supplements information contained in the Prospectus dated November
15, 1996 and is derived from the unaudited Financial Statements dated April 30,
1997 and the audited Financial Statements dated December 31, 1996, which,
respectively, are contained in and incorporated by reference into the supplement
dated June 15, 1997 to the Statement of Additional Information, dated November
15, 1996.
<TABLE>
<CAPTION>
Kobren Kobren Moderate Kobren Conservative
Growth Fund Growth Fund Allocation Fund
------------------------------------------ --------------------------------------- -----------------
---------------------- ------------------- ------------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
Four Months Four Months Ended Four Months Ended
Ended 4/30/97 Period Ended 4/30/97 Period Ended 4/30/97 Period Ended
(unaudited) 12/31/96 (a) (unaudited) 12/31/96 (a) (unaudited) 12/31/96 (a)
Net asset value, beginning of period $10.24 $10.00 $10.06 $10.00 $9.98 $10.00
------ ------ ------ ------ ----- ------
Income from investment operations:
Net investment income/(loss) (0.02) 0.00 (b) 0.02 0.00 (b) 0.07 0.00 (b)
Net unrealized appreciation/ 0.39 (c) 0.24 0.30 (c) 0.06 0.24 (c) (0.02)
(depreciation) of investments ---- ---- ---- ---- ---- ------
Net increase/(decrease) in net assets
resulting from investment operations 0.37 0.24 0.32 0.06 0.31 (0.02)
---- ---- ---- ---- ---- ------
Distributions to shareholders:
Distributions from net investment income 0.00 0.00 0.00 0.00 (0.05) 0.00
---- ---- ---- ---- ------ ----
Net asset value, end of period $10.61 $10.24 $10.38 $10.06 $10.24 $9.98
====== ====== ======= ====== ====== =====
Total return (d) 3.61% 2.40% 3.18% 0.60% 3.11% (0.20)%
==== ==== ==== ==== ==== =====
Ratios to average net assets/
supplemental data:
Net assets, end of period (in 000's) $36,052 $251 $14,576 $190 $5,451 $165
Ratio of net investment income/(loss)
to average net assets (0.57)% (e) (0.97)%(e(f) 0.51% (e) 8.95% (e)(f) 3.72% (e) 1.00)% (e)(f)
Ratio of operating expenses to average
net assets 1.00% (e) 1.00% (e) 1.00% (e) 1.00% (e) 1.00% (e) 1.00% (e)
</TABLE>
(see reverse side)
<TABLE>
<CAPTION>
Kobren Kobren Moderate Kobren Conservative
Growth Fund Growth Fund Allocation Fund
------------------------------------------ --------------------------------------- --------
---------------------- ------------------- ------------------- ------------------- --------
<S> <C> <C> <C> <C> <C> <C>
Four Months Four Months Ended Four Months Ended
Ended 4/30/97 Period Ended 4/30/97 Period Ended 4/30/97 Period Ended
(unaudited) 12/31/96 (a) (unaudited) 12/31/96 (a) (unaudited) 12/31/96 (a)
Ratio of operating expenses to
average net assets before fees
waived and/or expenses reimbursed
by investment adviser, administrator
and transfer agent 1.99% (e) N/A (f) 3.87% (e) N/A (f) 8.04% (e) N/A (f)
Net investment loss per share before
fees waived and/or expenses reimbursed
by investment adviser, administrator
and transfer agent ($0.02) ($0.42) ($0.02) ($0.50) ($0.06) ($0.56)
</TABLE>
(a) Kobren Growth Fund commenced operations on December 16, 1996; Kobren
Moderate Growth Fund commenced operations on December 24, 1996; Kobren
Conservative Allocation Fund commenced operations on December 30, 1996.
(b) Amount represents less than $0.01 per share.
(c) The amount shown may not accord with the change in aggregate gains and
losses of portfolio securities due to the timing of sales and redemptions
of fund shares.
(d) Total return represents aggregate total return for the period indicated.
(e) Annualized.
(f) Since Kobren Growth Fund, Kobren Moderate Growth Fund and Kobren
Conservative Allocation Fund were in operation for a short period of time,
these ratios are not meaningful.
EXPENSES
Insight Management, Inc. has voluntarily agreed to extend its reimbu
rsement arrangement with each fund, as described on
page 8 of the Prospectus, until January 1, 2001.
This Supplement to the Prospectus changes the date of the Prospectus to
June 15, 1997.
<PAGE>
PART B: The Funds' Statement of Additional Information dated November 15, 1996
is incorporated by reference to the Funds'
Pre-Effective Amendment No. 1 to the Funds' Registration Statement
filed on November 8, 1996.
<TABLE>
<CAPTION>
Kobren Insight Funds
Kobren Growth Fund
Financial Highlights
For a Fund share outstanding throughout
each period.
<S> <C> <C>
For the
Four Months
Ended Period
04/30/97 Ended
(unaudited) 12/31/96(a)
Net asset value - beginning of period........ $10.24 $10.00
Net investment loss.......................... (0.02) (0.00)(d)
Net realized and unrealized gain on investments.... 0.39(f)
0.24
Net increase in net assets resulting from
investment operations........................ 0.37 0.24
Net Asset Value, end of period.................... $10.61 $10.24
Total return(b)................................... 3.61% 2.40%
RATIOS TO AVERAGE NET ASSETS/
SUPPLEMENTAL DATA:
Net assets, end of period (in 000's).............. $36,052 $251
Ratio of net investment loss to average net assets. (0.57)%(c) (0.97)%(c)(e)
Ratio of operating expenses to average net assets................................ 1.00%(c) 1.00%(c)
Ratio of operating expenses to average net assets
before fees waived and/or expenses reimbursed by
investment adviser, administrator and transfer
agent...... 1.99%(c) N/A (e)
Net investment loss per share before fees waived
and/or expenses reimbursed by investment
adviser, administrator and transfer agent.... ($0.02) $(0.42)
(a) Kobren Growth Fund commenced operations on December 16, 1996.
(b) Total return represents aggregate total return for the periods indicated.
(c) Annualized.
(d) Amount represents less than $0.01 per share.
(e) Since the Kobren Growth Fund was in operation for a short period of time,
these ratios are not meaningful.
(f) The amount shown may not accord with the change in aggregate gains and
losses of portfolio securities due to the timing of sales and
redemptions of Fund shares.
</TABLE>
<TABLE>
<CAPTION>
See Notes to Financial Statements.
Kobren Insight Funds
Kobren Moderate Growth Fund
Financial Highlights
For a Fund share outstanding throughout each period.
<S> <C> <C>
For the
Four Months
Ended Period
04/30/97 Ended
(unaudited) 12/31/96(a)
Net asset value - beginning of period.......... $10.06 $10.00
Net investment income.......................... 0.02 (0.00)(d)
Net realized and unrealized gain on investments............ 0.30(f) 0.06
Net increase in net assets resulting from
investment operations................................... 0.32 0.06
Net Asset Value, end of period................................$10.38 $10.06
Total return(b)............................................... 3.18% 0.60%
RATIOS TO AVERAGE NET ASSETS/
SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)......................... $14,576 $190
Ratio of net investment income to average net assets......... 0.51%(c) 8.95%(c)(e)
Ratio of operating expenses to average net assets................................ 1.00%(c) 1.00%(c)
Ratio of operating expenses to average net assets
before fees waived and/or expenses reimbursed by
investment adviser, administrator and transfer agent..... 3.87%(c) N/A (e)
Net investment loss per share before fees waived and/or
expenses reimbursed by investment adviser,
administrator and transfer agent........................... $(0.02) $(0.50)
(a) Kobren Moderate Growth Fund commenced operations on December 24, 1996.
(b) Total return represents aggregate total return for the periods indicated.
(c) Annualized.
(d) Amount represents less than $0.01 per share.
(e) Since the Kobren Moderate Growth Fund was in operation for a short period of
time, these ratios are not meaningful.
(f) The amount shown may not accord with the change in aggregate gains and
losses of portfolio securities due to the timing of sales and redemptions of
Fund shares.
</TABLE>
See Notes to Financial Statements.
<TABLE>
<CAPTION>
Kobren Insight Funds
Kobren Conservative Allocation Fund
Financial Highlights
For a Fund share outstanding throughout each period.
<S> <C> <C>
For the
Four Months
Ended Period
04/30/97 Ended
(unaudited) 12/31/96(a)
Net asset value - beginning of period............. $9.98 $10.00
Net investment income............................. 0.07 (0.00)(d)
Net realized and unrealized gain/(loss) on investments. 0.24(f) (0.02)
Net increase/(decrease) in net assets resulting from
investment operations............................. 0.31 (0.02)
Distributions to shareholders:
Distributions from net investment income.............. (0.05) -
Net Asset Value, end of period........................ $10.24 $9.98
Total return(b)....................................... 3.11% (0.20)%
RATIOS TO AVERAGE NET ASSETS/
SUPPLEMENTAL DATA:
Net assets, end of period (in 000's).................. $5,451 $165
Ratio of net investment income/(loss) to average net
assets................................ 3.72%(c) (1.00)%(c)(e)
Ratio of operating expenses to average net assets...... 1.00%(c) 1.00%(c)
Ratio of operating expenses to average net assets
before fees waived and/or expenses reimbursed by
investment adviser, administrator and transfer agent.. 8.04%(c) N/A(e)
Net investment loss per share before fees waived and/or
expenses reimbursed by investment adviser,
administrator and transfer agent.................... $(0.06) $(0.56)
(a) Kobren Conservative Allocation Fund commenced operations on December 30, 1996.
(b) Total return represents aggregate total return for the periods indicated.
(c) Annualized.
(d) Amount represents less than $0.01 per share.
(e) Since the Kobren Conservative Allocation Fund was in operation for a short
period of time, these ratios are not meaningful.
(f) The amount shown may not accord with the change in aggregate gains and
losses of portfolio securities due to the timing of sales and redemptions of
Fund shares.
See Notes to Financial Statements.
</TABLE>
Kobren Insight Funds
Kobren Conservative Allocation Fund
Portfolio of Investments
April 30, 1997 (unaudited)
Value
Shares (Note 1)
MUTUAL FUNDS -
103.9%
Large-Cap Value - 42.3%
79,937 Franklin Mutual Beacon Fund, Class Z................. $1,087,941
28,792 Scudder Growth and Income Fund....................... 698,781
22,273 T. Rowe Price Equity-Income Fund 517,621
_________
2,304,343
Real Estate - 25.1%
94,815 Morgan Stanley Institutional Real Estate Fund,
Class A 1,367,235
Bond - 13.9%
75,352 PIMCO Low Duration Fund 757,285
.....................................................
International - 13.0%
45,241 Tweedy, Browne Global Value Fund 712,088
Money Market Fund - 9.6%
522,751 Dreyfus Cash Management Plus Fund 522,751
TOTAL INVESTMENTS
(Cost $5,729,367*) 103.9 % 5,663,702
OTHER ASSETS AND
LIABILITIES
(Net) (3.9) (212,968)
NET ASSETS 100.0 % $5,450,734
* Aggregate
cost for Federal
tax purposes.
See Notes to Financial Statements.
<PAGE>
Kobren Insight Funds
Kobren Growth Fund
Portfolio of Investments
April 30, 1997 (unaudited)
Value
Shares (Note 1)
- ------------------- ---------------
MUTUAL FUNDS - 100.9%
Large-Cap Growth - 28.0%
133,356 Fidelity Advisor Growth Opportunities Fund, Class I $4,946,174
175,360 Janus Twenty Fund 5,143,319
-----------------
10,089,493
-----------------
Large-Cap Value - 27.5%
196,149 Mas Value Fund 3,358,076
187,712 The Oakmark Fund 6,573,692
-----------------
9,931,768
-----------------
International - 22.7%
274,551 Artisan International Fund 3,676,233
47,278 Hansberger Institutional Emerging Markets Fund 496,418
34,091 Morgan Stanley Institutional Asian Equity Fund, Class A 600,000
202,498 Warburg Pincus Institutional International Equity Fund 3,387,786
-----------------
8,160,437
-----------------
Small-Cap Value - 20.4%
125,591 Longleaf Partners Small-Cap Fund 2,363,630
68,602 Neuberger & Berman Genesis Trust Fund 1,131,934
232,264 Robertson Stephens Contrarian Fund 3,834,674
1,328 Robertson Stephens Partners Fund 19,508
-----------------
-----------------
7,349,746
-----------------
Small-Cap Growth - 0.0%#
884 Turner Small-Cap Fund 16,208
-----------------
Money Market Fund - 2.3%
841,744 Dreyfus Cash Management Plus Fund 841,744
-----------------
TOTAL INVESTMENTS
(Cost $36,490,516*) 100.9 % 36,389,396
OTHER ASSETS AND
LIABILITIES
(Net) (0.9) (337,487)
--------------- -----------------
NET ASSETS 100.0 % $36,051,909.
=============== =================
- -------------------
* Aggregate
cost for Federal
tax purposes.
# Amount
represents less
than 0.1%.
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Kobren Insight Funds
Kobren Moderate Growth Fund
Portfolio of Investments
April 30, 1997 (unaudited)
<S> <C> <C> <C>
Value
Shares (Note 1)
- ------------------- -----------------
MUTUAL FUNDS -
100.3%
Large-Cap Value - 23.8%
51,604 Babson Value $2,017,703
Fund.....................................................................................................
84,678 Franklin Mutual Qualified Fund, Class 1,444,602
Z........................................................................................................
-----------------
3,462,305
-----------------
Small-Cap Value - 21.7%
90,455 Longleaf Partners Small-Cap 1,327,874
Fund.................................................................................................
51,562 Skyline Special Equities 967,811
Fund......................................................................................................
57,090 The Oakmark Small-Cap 866,050
Fund.....................................................................................................
-----------------
3,161,735
-----------------
Large-Cap Growth - 18.4%
35,401 Fidelity Advisor Growth Opportunities Fund, Class 1,313,010
I................................................................................................
71,907 PIMCO Advisors Cadence Capital Appreciation Fund, 1,373,431
Institutional
Class.......................................................................
-----------------
2,686,441
-----------------
International - 16.4%
151,842 Tweedy, Browne Global Value 2,389,986
Fund....................................................................................................
-----------------
Bond - 9.5%
135,020 Vanguard Fixed-Income Intermediate-Term U.S. Treasury 1,383,954
Fund....................................................................................................
-----------------
Real Estate - 5.6%
56,849 Morgan Stanley Institutional Real Estate Fund, Class 819,764
A......................................................
-----------------
Money Market Fund - 4.9%
719,993 Dreyfus Cash Management Plus 719,993
Fund............................................................................
-----------------
TOTAL INVESTMENTS
(Cost 100.3 % 14,624,178
$14,606,691*).................................................................................................................
OTHER ASSETS AND
LIABILITIES
(0.3) (48,253)
(Net)...........................................................................................................................
--------------- -----------------
NET 100.0 % $14,575,925
ASSETS..................................................................................................................
=============== =================
- -------------------
* Aggregate
cost for Federal
tax purposes.
</TABLE>
See Notes to Financial Statements.
Kobren Insight Funds
Statements of Assets and Liabilities (unaudited) April 30, 1997
<TABLE>
<CAPTION>
Kobren
Kobren Kobren Conservative
Growth Moderate Allocation
Fund Growth Fund Fund
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
ASSETS:
Investments, at value (Note 1)
See accompanying $ 36,389,396 $ 14,624,178 $ 5,663,702
schedules............................................................................................
Cash 817 173 677
................................................................................................
Deferred offering costs (Note 15,340 13,506 13,790
5).......................................................................
Unamortized organization costs (Note 19,435 9,717 9,787
5).......................................................
Receivable for Fund shares 493,859 50,752 79,639
sold........................................................................................
Dividends 4,884 9,260 5,451
receivable...............................................................................................
Prepaid expenses and other 2,669 794 372
receivables.................................................................................
--------------------- --------------------- ---------------------
Total 36,926,400 14,708,380 5,773,418
Assets.....................................................................................................................
--------------------- --------------------- ---------------------
LIABILITIES:
Payable for Fund shares 4,092 3,611 307,164
redeemed..................................................................................
Payable for investment securities purchased 800,000 106,205 3,557
................................................................................
Payable to/(receivable from) investment adviser (Note 2)(Note 5) 41,080 (1,972) (11,250)
.......................................................
Administration fee payable (Note 2) 5,625 5,625 5,625
............................................................................................................
Transfer agent fees payable (Note 2) 2,667 2,667 2,667
........................................................................................
Custodian fees payable (Note 2) 1,782 1,250 1,250
................................................................................................
Accrued Trustees' fees and expenses (Note 2) 4,333 4,333 4,333
.............................................................................
Accrued expenses and other 14,912 10,736 9,338
payables....................................................................................
--------------------- --------------------- ---------------------
Total Liabilities 874,491 132,455 322,684
.....................................................................................................................
--------------------- --------------------- ---------------------
NET $ 36,051,909 $ 14,575,925 $ 5,450,734
ASSETS.........................................................................................
===================== ===================== =====================
Investments, at $ 36,490,516 $ 14,606,691 $ 5,729,367
cost............................................................................................
===================== ===================== =====================
NET ASSETS consist of:
Undistributed net investment income/(accumulated net
investment $ (32,680) $ 9,977 $ 9,060
loss)...........................................................................................
Accumulated net realized gain/(loss) on investments 5,338 (45,046) -
sold...........................
Net unrealized appreciation/(depreciation) of investments. (101,120) 17,487 (65,665)
Par 3,398 1,405 532
value..........................................................................................
Paid-in capital in excess of par 36,176,973 14,592,102 5,506,807
value...............................................................................................
--------------------- --------------------- ---------------------
$ 36,051,909 $ 14,575,925 $ 5,450,734
===================== ===================== =====================
NET $ 36,051,909 $ 14,575,925 $ 5,450,734
ASSETS..............................................................................................
===================== ===================== =====================
SHARES 3,398,398 1,404,800 532,366
OUTSTANDING...........................................................................................
===================== ===================== =====================
Net asset value, offering and redemption price per $ 10.61 $ 10.38 $ 10.24
share.......................................................................
===================== ===================== =====================
See Notes to Financials Statements.
</TABLE>
<TABLE>
<CAPTION>
Kobren Insight Funds
Statements of Operations
For the Four Months Ended April 30, 1997 (unaudited)
Kobren
Kobren Kobren Conservative
Growth Moderate Allocation
Fund Growth Fund Fund
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends............ $........ .....24,248..$...............29,084 $ 38,6
--------------------- --------------------- ---------------------
Total investment 24,248 29,084 38,679
income...........................................................................................................
--------------------- --------------------- ---------------------
EXPENSES:
Investment advisory fee (Note 42,697 14,709 6,151
2)....................................................................................
Administration fee (Note 22,500 22,500 22,500
2).....................................................................................................
Transfer agent fees (Note 11,144 11,144 11,144
2)...........................................................................................................
Custodian fees (Note 1,532 1,000 1,000
2)..........................................................................................................
Professional 5,000 4,500 4,500
fees................................................................................................................
Trustees' fees and expenses (Note 4,333 4,333 4,333
2).....................................................................................
Amortization of organization costs
(Note 5) 1,381 691 690
....................................................................
Amortization of offering costs (Note 5) 7,831 6,893 6,823
....................................................................
Other 16,532 10,150 8,763
....................................................................................................................................
Fees reimbursed and/or waived by investment adviser,
administrator and transfer agent(Note (56,051) (56,739) (57,703)
2).......................................................
-------------------- --------------------- ---------------------
Total 56,899 19,181 8,201
expenses...............................................................................................
--------------------- --------------------- ---------------------
NET INVESTMENT (32,651) 9,903 30,478
INCOME/(LOSS).......................................................................
--------------------- --------------------- ---------------------
NET REALIZED AND UNREALIZED GAIN/
(LOSS) ON INVESTMENTS (Notes 1 and 4): Net realized gain/(loss) from:
Security 5,338 (45,046) -
transactions.........................................................................................
Change in unrealized appreciation/(depreciation) of:
(102,497) 17,351 (65,391)
Securities..............................................................................................
--------------------- --------------------- ---------------------
Net realized and unrealized loss on (97,159) (27,695) (65,391)
investments.......................................................................
--------------------- --------------------- ---------------------
NET DECREASE IN NET ASSETS
RESULTING FROM $ (129,810) $ (17,792) $ (34,913)
OPERATIONS.........................................................
===================== ===================== =====================
See Notes to Financials Statements.
</TABLE>
<TABLE>
<CAPTION>
Kobren Insight Funds
Statements of Changes in Net Assets
Four Months Ended April 30, 1997 (unaudited)
Kobren
Kobren Kobren Conservative
Growth Moderate Allocation
Fund Growth Fund Fund
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Net investment income/(loss) $ (32,651) $ 9,903 $ 30,478
.........................................................................................................
Net realized gain/(loss) on 5,338 (45,046) -
investments.......................................................................................
Change in unrealized appreciation/(depreciation) of
(102,497) 17,351 (65,391)
investments............................................................................................
--------------------- --------------------- ---------------------
Net decrease in net assets resulting from (129,810) (17,792) (34,913)
operations.............................................................
Distributions to shareholders from net investment - - (21,417)
income........................................
Net increase in net assets from Fund share transactions (Note 35,930,371 14,403,507 5,342,339
4)...........................
------------------ --------------------- ---------------------
Net increase in net 35,800,561 14,385,715 5,286,009
assets...............................................................................................................
NET ASSETS:
Beginning of 251,348 190,210 164,725
period..................................................................................................
------------------ --------------------- ---------------------
End of $ 36,051,909 $ 14,575,925 $ 5,450,734
period.................................................................................................
===================== ===================== =====================
Undistributed net investment income/(accumulated net
investment $ (32,680) $ 9,977 $ 9,060
loss)...........................................................................................................................
===================== ===================== =====================
See Notes to Financials Statements.
</TABLE>
<TABLE>
<CAPTION>
Kobren Insight Funds
Statements of Changes in Net Assets
Period Ended December 31, 1996*
Kobren
Kobren Kobren Conservative
Growth Moderate Allocation
Fund Growth Fund Fund
--------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Net investment income/(loss) $ (29) $ 74 $ (1)
.........................................................................................................
Net unrealized appreciation/(depreciation) of
investments during the 1,377 136 (274)
period..................................................................................................................
--------------------- --------------------- ---------------------
net increase/(decrease) in net assets resulting from 1,348 210 (275)
operations.............................................................
Net increase in net assets from fund share transactions
(Note 4)........... 200,000 165,000 140,000
--------------------- --------------------- ---------------------
Net increase in net 201,348 165,210 139,725
assets..........................................................................................
NET ASSETS:
Beginning of period (original capital November 6, 50,000 25,000 25,000
1996)..........................................................................................................................
--------------------- --------------------- ---------------------
End of $ 251,348 $ 190,210 $ 164,725
period..............................................................................
===================== ===================== =====================
Undistributed net investment income/(accumulated net
investment $ (29) $ 74 $ (1)
loss).................................................................................................
===================== ===================== =====================
- ----------------------------------------------------------------------------------
* Kobren Growth Fund, Kobren Moderate Growth Fund and Kobren Conservative
Allocation Fund
commenced operations on December 16, 1996, December 24, 1996 and December 30,
1996, respectively.
See Notes to Financials Statements.
</TABLE>
Kobren Insight Funds
Notes to Financial Statements (unaudited)
April 30, 1997
1. Significant Accounting Policies.
Kobren Insight Funds (the "Trust") was organized on September 13, 1996 as
a Massachusetts business trust. The Trust is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as a no-load, open-end
diversified management investment company. As of April 30, 1997, the Trust
offers shares of three funds, Kobren Growth Fund, Kobren Moderate Growth Fund
and Kobren Conservative Allocation Fund (individually, a "fund" and
collectively, the "funds"). Each fund seeks to achieve its investment objectives
by investing primarily in shares of other investment companies ("underlying
funds") but may also invest directly in securities that are suitable investments
for that fund.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates. The following is a
summary of significant accounting policies followed by the funds in the
preparation of their financial statements.
Portfolio Valuation - The underlying funds are valued according to their
stated net asset value. Each fund's investment securities are valued at the last
sale price on the securities exchange or national securities market on which
such securities primarily are traded. Securities not listed on an exchange or
national securities market, or securities in which there were no transactions,
are valued at the average of the most recent bid and asked prices. Bid price is
used when no asked price is available. Short-term investments are valued at
amortized cost, which approximates market value. Any securities or other assets
for which recent market quotations are not readily available are valued at fair
value as determined in good faith by the Board of Trustees.
Dividends and Distributions - It is the policy of Kobren Growth Fund and
Kobren Moderate Growth Fund to declare and pay dividends from net investment
income annually. Kobren Conservative Allocation Fund has a policy of paying such
dividends quarterly. Each fund will distribute net realized capital gains
(including net short-term capital gains), unless offset by any available capital
loss carryforward, annually. Additional distributions of net investment income
and capital gains for each fund may be made in order to avoid the application of
a 4% non-deductible excise tax on certain undistributed amounts of ordinary
income and capital gain. Income distributions and capital gain distributions are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments of income and gain on various investment securities held by
a fund, timing differences and differing characterizations of distributions made
by a fund.
Securities Transactions and Investment Income - Securities transactions
are recorded on a trade date basis. Realized gain and loss from securities
transactions are recorded on the specific identified cost basis. Dividend income
is recognized on the ex-dividend date. Dividend income on foreign securities is
recognized as soon as a fund is informed of the ex-dividend date. Interest
income is recognized on the accrual basis.
<PAGE>
Federal Income Tax - Each fund intends to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), by complying with the provisions available to certain
investment companies, as defined in applicable sections of the Code, and to make
distributions of taxable income to shareholders sufficient to relieve each fund
from all or substantially all federal income taxes.
Expenses - Certain of the Trust other expenses are allocated equally to
those Funds which make up the Trust. Other expenses of the Trust are allocated
among the funds based upon relative net assets of each fund. Operating expenses
directly attributable to a fund are charged to that fund's operations.
2. Investment Advisory Fee, Administration Fee and Other Transactions.
The Trust has entered into an investment advisory agreement (the "Advisory
Agreement") with Insight Management, Inc. ("Insight Management"). The Advisory
Agreement provides that each fund will pay Insight Management a fee, computed
daily and paid monthly, at the annual rate of 0.75% of each fund's average daily
net assets. This fee will be offset by any 12b-1 fee and advisory fee revenue
payable under agreements between Insight Brokerage Services, Inc. (the Trust's
distributor) and underlying funds. Insight Management has voluntarily agreed to
limit each fund's other operating expenses to 0.25% of each fund's average daily
net assets until January 1, 2001.
The Trust has also entered into an administration agreement (the
"Administration Agreement") with First Data Investor Services Group, Inc.
("FDISG"), a wholly-owned subsidiary of First Data Corporation. FDISG also
serves as the Trust's transfer agent and dividend paying agent. Boston Safe
Deposit and Trust Company, an indirect wholly-owned subsidiary of Mellon Bank
Corporation, serves as the Trust's custodian. Insight Brokerage Services, Inc.,
an affiliate of Insight Management, serves as distributor of the funds' shares
and pays all distribution costs. No distribution fees are paid by the funds.
For the four months ended April 30, 1997, the investment adviser,
administrator and transfer agent waived fees and/or reimbursed expenses as
follows:
<TABLE>
<CAPTION>
Expenses reimbursed Expenses waived Expense waived
by Investment Adviser by Administrator by Transfer Agent
<S> <C> <C> <C>
Kobren Growth Fund............................... $47,003 $6,381 $2,667
Kobren Moderate Growth Fund...................... 47,691 6,381 2,667
Kobren Conservative Allocation Fund.............. 48,655 6,381 2,667
</TABLE>
No officer, director or employee of Insight Management, Insight Brokerage
Services, Inc., FDISG, or any affiliate thereof, receives any compensation from
the Trust for serving as a trustee or officer of the Trust. Each Trustee who is
not an "affiliated person" receives an annual fee of $5,000 plus $1,000 for each
board meeting attended and $500 for each committee meeting attended. The Trust
also reimburses out-of-pocket expenses incurred by each Trustee in attending
such meetings.
<PAGE>
3. Purchases and Sales.
The aggregate amount of purchases and sales of underlying funds and
investment securities, other than U.S. government and short-term securities, for
the four months ended April 30, 1997, were as follows:
Purchases Sales
Kobren Growth Fund............. .... $35,791,772 $ 375,338
Kobren Moderate Growth Fund........ .. 14,799,372 1,056,404
Kobren Conservative Allocation Fund.... 5,101,816 42,800
At April 30, 1997, aggregate gross unrealized appreciation for all
underlying funds and securities in which there was an excess of value over tax
cost and aggregate gross unrealized depreciation for all underlying funds and
securities in which there was an excess of tax cost over value for Federal
income tax purposes were as follows:
Tax Basis Tax Basis
Unrealized Unrealized
Appreciation Depreciation
Kobren Growth Fund.................... $198,196 $299,316
Kobren Moderate Growth Fund.......... 90,520 73,033
Kobren Conservative Allocation Fund... 16,755 82,420
4. Shares of Beneficial Interest.
As of April 30, 1997, an unlimited number of shares of beneficial
interest, having a par value of $0.001, were authorized for the Trust. Changes
in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Four Months
Ended Period Ended
April 30, 1997 December 31, 1996*
<S> <C> <C> <C> <C>
Shares Amount Shares Amount
Kobren Growth Fund:
Shares Sold.......................... 3,429,705 $36,525,796 19,557 $200,000
Shares Redeemed...................... (55,864) (595,425) - -
--------- --------- ------ -
Net Increase......................... 3,373,841 $35,930,371 19,557 $200,000
=========== =========== ======== ========
Four Months
Ended Period Ended
April 30, 1997 December 31, 1996*
Shares Amount Shares Amount
Kobren Moderate Growth Fund:
Shares Sold.......................... 1,418,128 $14,734,928 16,403 $165,000
Shares Redeemed...................... (32,231) (331,421) - -
-------- --------- ------ -
Net Increase......................... 1,385,897 $14,403,507 16,403 $165,000
=========== =========== ======== ========
<PAGE>
Four Months
Ended Period Ended
April 30, 1997 December 31, 1996*
Shares Amount Shares Amount
Kobren Conservative
Allocation Fund:
Shares Sold.......................... 594,830 $6,151,120 14,000 $140,000
-------- --------
Shares Issued as Reinvestment
of 1,912 19,349 - -
Dividends..............................
Shares Redeemed...................... (80,876) (828,130) - -
-------- --------- ------ -
Net Increase......................... 515,866 $5,342,339 14,000 $140,000
========= ========== ======== ========
- ---------------
* Kobren Growth Fund, Kobren Moderate Growth Fund and Kobren Conservative
Allocation Fund commenced operations on December 16, 1996, December 24, 1996,
and December 30, 1996, respectively.
</TABLE>
For the four months ended April 30, 1997, Insight Management and their
affiliates owned 422,925, 171,818 and 7,537 shares of Kobren Growth Fund, Kobren
Moderate Growth Fund and Kobren Conservative Allocation Fund, respectively.
5. Organization Costs.
Offering costs, including the fees and expenses of registering and
qualifying its shares for distribution under Federal and state securities
regulations, have been advanced by Insight Management, and are being amortized
over the one-year period from the date upon which each fund commenced its
operations. Expenses incurred in connection with the organization of each fund
are being amortized on a straight-line basis over a period not to exceed sixty
months from the date upon which each fund commenced its operations.
6. Risk Factors of the Funds.
Investing in underlying funds through a fund involves additional and
duplicative expenses and certain tax results that would not be present if an
investor were to make a direct investment in the underlying funds. A fund,
together with the other funds and any "affiliated persons" (as such term is
defined in the 1940 Act) may purchase only up to 3% of the total outstanding
securities of an underlying fund. Accordingly, when the Trust, Insight
Management or their affiliates hold shares of any of the underlying funds, each
fund's ability to invest fully in shares of such underlying funds may be
restricted, and Insight Management must then, in some instances, select
alternative investments for the fund that would not have been its first choice.
<PAGE>
Report of Independent Accountants
To the Shareholders and Board of Trustees
of Kobren Insight Funds:
We have audited the accompanying statements of assets and liabilities of each of
the series of Kobren Insight Funds (comprised of Kobren Growth Fund, Kobren
Moderate Growth Fund and Kobren Conservative Allocation Fund (the "funds"),
including the portfolio of investments, as of December 31, 1996, and the related
statements of operation and statements of changes in net assets for the period
then ended, and the financial highlights for the period then ended. These
financial statements and financial highlights are the responsibility of the
funds' management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996 by correspondence with the Custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
funds enumerated above as of December 31, 1996, the results of its operations,
the changes in its net assets, and the financial highlights for the period then
ended, in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 14, 1997
<PAGE>
shared/3rdparty/insight/fileltr/4_6month.doc
This report is sent to shareholders of Kobren Insight Funds for their
information. It is not a Prospectus, circular or representation intended for use
in the purchase or sale of shares of the Fund or of any securities mentioned in
the report.
Kobren Insight Funds
Supplement Dated June 15, 1997
to Statement of Additional Information Dated November 15, 1996
Kobren Growth Fund
Kobren Moderate Growth Fund
Kobren Conservative Allocation Fund
FINANCIAL STATEMENTS
The following paragraphs replace the paragraph under "Financial
Statements" on page 37 of the Statement of Additional Information:
The financial statements for the periods from December 16, 1996
(commencement of operations) through December 31, 1996 for the Kobren Growth
Fund, from December 24, 1996 (commencement of operations) through December 31,
1996 for the Kobren Moderate Growth Fund and from December 30, 1996
(commencement of operations) through December 31, 1996 for the Kobren Insight
Allocation Fund are incorporated by reference to the funds' annual report dated
December 31, 1996.
The following unaudited financial statements for the funds for the four
month period ended April 30, 1997 are included herein:
Portfolio of Investments
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
List all financial statements and exhibits filed as part of the
Registration Statement.
(a) Financial Statements:
Included in Part A
The Registrant's Annual Report dated December 31,
1996 and the Report of Independent Accountants dated
February 14, 1997 are incorporated by reference to
the Rule 30b2-1 filing which was filed on February
28, 1997 as Accession No. 0000927405-97-000087.
Unaudited Financial Highlights for the period from January 1, 1997 through
April 30, 1997 are filed herein.
Included in Part B
The Registrant's Annual Report dated December 31,
1996 and the Report of Independent Accountants dated
February 14, 1997 are incorporated by reference to
the Rule 30b2-1 filing which was filed on February
28, 1997 as Accession No. 0000927405-97-000087.
The following unaudited Financial Statements for the period from January 1,
1997 through April 30, 1997 are filed herein:
Portfolio of Investments
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
<PAGE>
(b) Exhibits:
(1) Declaration of Trust is incorporated by reference to Exhibit 1 of the
Registration Statement on Form N-1A, filed on September 16, 1996 (the
"Registration Statement").
(2) By-Laws are incorporated by reference to Exhibit 2 of the
Registration Statement.
(3) Not Applicable
(4) Not Applicable
(5) Investment Advisory Agreement between Registrant and
Insight Management, Inc. to be filed by amendment.
(6) Distribution Agreement between Registrant and Insight
Brokerage Services, Inc. to be filed by amendment.
(7) Not Applicable
(8) Custody Agreement between Registrant and Boston Safe
Deposit and Trust Company to be filed by amendment.
(9)(a) Transfer Agency Agreement between Registrant and First
Data Investor Services Group, Inc. is filed herein.
(b) Administration Agreement between Registrant and First Data
Investor Services Group, Inc. is filed herein.
(c) Allocation Agreement between the Registrant, Insight
Management, Inc., Insight Brokerage Services, Inc.,
Insight Marketing Associates, Inc. and Mutual Fund
Investors Association, Inc. is filed herein.
(10) Not Applicable
(11)(a) Consent of Independent Accountants is filed herein.
(12) Not Applicable
(13)(a) Purchase Agreement relating to Initial Capital between the
Registrant, on behalf of Insight Growth Fund, and Insight Management, Inc. is
incorporated by reference to Exhibit 13(a) to Pre-Effective Amendment No. 1 to
the Registration Statement, filed on November 8, 1996 ("Pre-Effective Amendment
No. 1")
(b) Purchase Agreement relating to Initial Capital between the Registrant,
on behalf of Insight Moderate Growth Fund, and Insight Management, Inc. is
incorporated by reference to Exhibit 13(b) of Pre-Effective Amendment No. 1.
(c) Purchase Agreement relating to Initial Capital between the Registrant,
on behalf of Insight Conservative Allocation Fund, and Insight Management, Inc.
is incorporated by reference to Exhibit 13(c) of Pre-Effective Amendment No. 1.
(14) Not Applicable
(15) Not Applicable
(16) Performance Computation Schedule is filed herein.
(17) Financial Data Schedules are filed herein.
(18) Not Applicable
Item 25. Persons Controlled by or Under Common Control with Registrant.
Not Applicable
Item 26. Number of Holders of Securities.
(1)
Title of Class
Shares of Beneficial Interest,
$.001 par value
(2)
Number of Record Holders
as of May 22, 1997
Kobren Growth Fund 675
Kobren Moderate Growth Fund 349
Kobren Conservative Allocation Fund 157
Item 27. Indemnification.
The response to this Item 27 is incorporated by reference to
Item 27 of Pre-Effective Amendment No. 1.
Item 28. Business and Other Connections of Investment Adviser.
Insight Management, Inc., established in 1987, manages the
investment needs of clients seeking to invest in the fixed revenue and equity
markets.
The list required by this Item 28 of officers and directors of
Insight Management, Inc., together with the information as to any other
business, profession, vocation or employment of substantial nature engaged in by
such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by Insight Management, Inc.
pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-30125).
Item 29. Principal Underwriters.
(a) Insight Brokerage Services, Inc., the Fund's Distributor, does not act
as principal underwriter, depositor or investment adviser for any other
mutual funds.
(b) For information with respect to each Director and officer of the
principal underwriter of the Fund, see the following:
Name and Principal Position and Offices with Position and Offices
Business Address* Insight Brokerage Services, Inc. with the Registrant
Eric M. Kobren Director, President and Treasurer President
Cathy Kobren Secretary None
* The business address of the above-listed persons is 20 William
Street, Suite 310, P.O. Box 9135, Wellesley Hills,
Massachusetts 02181.
(c) Not Applicable
Item 30. Location of Accounts and Records.
All accounts books and other documents required to be maintained
by Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules thereunder will be maintained at the offices of:
Insight Management, Inc.
20 William Street, Suite 310
P.O. Box 9135
Wellesley Hills, Massachusetts 02181
(records relating to its functions as investment adviser)
Insight Brokerage Services, Inc.
20 William Street, Suite 310
P.O. Box 9135
Wellesley Hills, Massachusetts 02181
(records relating to its functions as distributor)
First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
(records relating to its functions as administrator)
First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, Massachusetts 01581
(records relating to its functions as transfer agent)
Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108
(records relating to its functions as custodian)
Item 31. Management Services.
Not Applicable
<PAGE>
Item 32. Undertakings.
(a) Not Applicable
(b) Not Applicable
(c) The undersigned Registrant will afford to shareholders of the
Fund the rights provided by Section 16(c) of the Investment Company Act of 1940
so long as Registrant does not hold annual meetings of its shareholders.
(d) The Registrant will furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, KOBREN INSIGHT FUNDS, certifies
that it meets all of the requirements for effectiveness of this Post-Effective
Amendment to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and the Registrant has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth
of Massachusetts on the 13th day of June, 1996.
KOBREN INSIGHT FUNDS
By: /s/ Eric M. Kobren
Eric M. Kobren, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ Eric M. Kobren President, Chairman of the Board and Trustee June 13, 1996
- -------------------------------
Eric M. Kobren (Principal Executive Officer)
/s/ Michael P. Castellano Treasurer and Trustee June 13, 1996
- -------------------------------
Michael P. Castellano (Principal Financial Officer and Principal
Accounting Officer)
/s/ Arthur Dubroff Trustee June 13, 1996
Arthur Dubroff
/s/ Edward B. Bloom Trustee June 13, 1996
- -------------------------------
Edward B. Bloom
/s/ Stuart J. Novick Trustee June 13, 1996
- -------------------------------
Stuart J. Novick
/s/ Scott A. Schoen Trustee June 13, 1996
- -------------------------------
Scott A. Schoen
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
9(a) Transfer Agency Agreement between Registrant and First Data Investor
Services Group, Inc.
9(b) Administration Agreement between Registrant and First Data
Investor Services Group, Inc.
11(a) Consent of Independent Accountants
16 Performance Computation Schedule
17 Financial Data Schedule
<PAGE>
TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 15th day of November, 1996
between the KOBREN INSIGHT FUNDS (the "Fund"), a Massachusetts
business trust having its principal place of business at One
Exchange Place, Boston, Massachusetts, 02109-2873 and FIRST DATA
INVESTOR SERVICES GROUP, INC. ("FDISG"), a Massachusetts
corporation with principal offices at 4400 Computer Drive,
Westboro, Massachusetts 01581.
WITNESSETH
WHEREAS, the Fund is authorized to issue Shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Fund initially intends to offer Shares in those
Portfolios identified in the attached Exhibit 1, each such
Portfolio, together with all other Portfolios subsequently
established by the Fund shall be subject to this Agreement in
accordance with Article 14;
WHEREAS, the Fund on behalf of the Portfolios, desires to appoint
FDISG as its transfer agent, dividend disbursing agent and agent
in connection with certain other activities and FDISG desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth, the Fund and FDISG agree as
follows:
Article 1 Definitions.
1.1 Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar
organizational document as the case may be, of the Fund as the
same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include (i) any
authorized officer of the Fund; or (ii) any person, whether or not
such person is an officer or employee of the Fund, duly authorized
to give Oral Instructions or Written Instructions on behalf of the
Fund as indicated in writing to FDISG from time to time.
(c) "Board of Directors" shall mean the Board of Directors or
Board of Trustees of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or
account of such a custodian pursuant to a Custodian Agreement.
(f) "1934 Act" shall mean the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, all as
amended from time to time.
(g) "1940 Act" shall mean the Investment Company Act of 1940 and
the rules and regulations promulgated thereunder, all as amended
from time to time.
(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by FDISG from a person
reasonably believed by FDISG to be an Authorized Person;
(i) "Portfolio" shall mean each separate series of shares
offered by the Fund representing interests in a separate portfolio
of securities and other assets;
(j) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any
supplements thereto, if any, which has become effective under the
Securities Act of 1933 and the 1940 Act.
(k) "Shares" refers collectively to such shares of capital stock
or beneficial interest, as the case may be, or class thereof, of
each respective Portfolio of the Fund as may be issued from time
to time.
(l) "Shareholder" shall mean a record owner of Shares of each
respective Portfolio of the Fund.
(m) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by FDISG to be an
Authorized Person and actually received by FDISG. Written
Instructions shall include manually executed originals and
authorized electronic transmissions, including telefacsimile of a
manually executed original or other process.
Article 2 Appointment of FDISG.
The Fund, on behalf of the Portfolios, hereby appoints and
constitutes FDISG as transfer agent and dividend disbursing agent
for Shares of each respective Portfolio of the Fund and as
shareholder servicing agent for the Fund and FDISG hereby accepts
such appointments and agrees to perform the duties hereinafter set
forth.
Article 3 Duties of FDISG.
3.1 FDISG shall be responsible for:
(a) Administering and/or performing the customary services of a
transfer agent; acting as service agent in connection with
dividend and distribution functions; and performing shareholder
account and administrative agent functions in connection with the
issuance, transfer and redemption or repurchase (including
coordination with the Custodian) of Shares of each Portfolio, as
more fully described in the written schedule of Duties of FDISG
annexed hereto as Schedule A and incorporated herein, and in
accordance with the terms of the Prospectus of the Fund on behalf
of the applicable Portfolio, applicable law and the procedures
established from time to time between FDISG and the Fund.
(b) Recording the issuance of Shares and maintaining pursuant to
Rule 17Ad-10(e) of the 1934 Act a record of the total number of
Shares of each Portfolio which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. FDISG
shall provide the Fund on a regular basis with the total number of
Shares of each Portfolio which are authorized and issued and
outstanding and shall have no obligation, when recording the
issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the
Fund.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, FDISG shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the
issuance or sale of any Shares or the sufficiency of the amount to
be received therefor; (ii) the legality of the redemption of any
Shares, or the propriety of the amount to be paid therefor; (iii)
the legality of the declaration of any dividend by the Board of
Directors, or the legality of the issuance of any Shares in
payment of any dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares.
3.2 In addition, the Fund shall (i) identify to FDISG in writing
those transactions and assets to be treated as exempt from blue
sky reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of FDISG for the Fund's blue sky State registration
status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the
reporting of such transactions to the Fund as provided above.
3.3 FDISG agrees to provide the services set forth herein in
accordance with the Performance Standards annexed hereto as
Exhibit 1 of Schedule A and incorporated herein (the "Performance
Standards"). Such Performance Standards may be amended from time
to time upon written agreement by the parties.
3.4 In addition to the duties set forth herein, FDISG shall
perform such other duties and functions, and shall be paid such
amounts therefor, as may from time to time be agreed upon in
writing between the Fund and FDISG.
Article 4 Recordkeeping and Other Information.
4.1 FDISG shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule A in
accordance with all applicable laws, rules and regulations,
including records required by Section 31(a) of the 1940 Act.
Where applicable, such records shall be maintained by FDISG for
the periods and in the places required by Rule 31a-2 under the
1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, FDISG
agrees that all such records prepared or maintained by FDISG
relating to the services to be performed by FDISG hereunder are
the property of the Fund and will be preserved, maintained and
made available in accordance with such section, and will be
surrendered promptly to the Fund on and in accordance with the
Fund's request.
4.3 In case of any requests or demands for the inspection of
Shareholder records of the Fund, FDISG will endeavor to notify the
Fund of such request and secure Written Instructions as to the
handling of such request. FDISG reserves the right, however, to
exhibit the Shareholder records to any person whenever it is
advised by its counsel that it may be held liable for the failure
to comply with such request.
Article 5 Fund Instructions.
5.1 FDISG will have no liability when acting upon Written or
Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have
any notice of any change of authority of any person until receipt
of a Written Instruction thereof from the Fund. FDISG will also
have no liability when processing Share certificates which it
reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Fund and the proper
countersignature of FDISG.
5.2 At any time, FDISG may request Written Instructions from the
Fund and may seek advice from legal counsel for the Fund, or its
own legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or in accordance with
the opinion of counsel for the Fund or for FDISG. Written
Instructions requested by FDISG will be provided by the Fund
within a reasonable period of time.
5.3 FDISG, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Fund only if said
representative is an Authorized Person. The Fund agrees that all
Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Fund's failure to so
confirm shall not impair in any respect FDISG's right to rely on
Oral Instructions.
Article 6 Compensation.
6.1 The Fund on behalf of each of the Portfolios will compensate
FDISG for the performance of its obligations hereunder in
accordance with the fees set forth in the written Fee Schedule
annexed hereto as Schedule B and incorporated herein.
6.2 In addition to those fees set forth in Section 6.1 above,
the Fund on behalf of each of the Portfolios agrees to pay, and
will be billed separately for, out-of-pocket expenses incurred by
FDISG in the performance of its duties hereunder. Out-of-pocket
expenses shall include, but shall not be limited to, the items
specified in the written schedule of out-of-pocket charges annexed
hereto as Schedule C and incorporated herein. Schedule C may be
modified by written agreement between the parties. Unspecified
out-of-pocket expenses shall be limited to those out-of-pocket
expenses reasonably incurred by FDISG in the performance of its
obligations hereunder.
6.3 The Fund on behalf of each of the Portfolios agrees to pay
all fees and out-of-pocket expenses within fifteen (15) days
following the receipt of the respective invoice.
6.4 Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule B, a revised Fee Schedule
executed and dated by the parties hereto.
6.5 The Fund acknowledges that the fees that FDISG charges the
Fund under this Agreement reflect the allocation of risk between
the parties, including the disclaimer of warranties in Section 9.3
and the limitations on liability and exclusion of remedies in
Section 11.2 and Article 12. Modifying the allocation of risk
from what is stated here would affect the fees that FDISG charges,
and in consideration of those fees, the Fund agrees to the stated
allocation of risk.
Article 7 Documents.
In connection with the appointment of FDISG, the Fund shall, on or
before the date this Agreement goes into effect, but in any case
within a reasonable period of time for FDISG to prepare to perform
its duties hereunder, deliver or caused to be delivered to FDISG
the documents set forth in the written schedule of Fund Documents
annexed hereto as Schedule D.
Article 8 Transfer Agent System.
8.1 FDISG shall retain title to and ownership of any and all
data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts,
expertise, patents, copyrights, trade secrets, and other related
legal rights utilized by FDISG in connection with the services
provided by FDISG to the Fund herein (the "FDISG System").
8.2 FDISG hereby grants to the Fund a limited license to the
FDISG System for the sole and limited purpose of having FDISG
provide the services contemplated hereunder and nothing contained
in this Agreement shall be construed or interpreted otherwise and
such license shall immediately terminate with the termination of
this Agreement.
Article 9 Representations and Warranties.
9.1 FDISG represents and warrants to the Fund that:
(a) it is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement;
(d) it is duly registered with its appropriate regulatory agency
as a transfer agent and such registration will remain in effect
for the duration of this Agreement; and
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
9.2 The Fund represents and warrants to FDISG that:
(a) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to
authorize it to enter into this Agreement;
(d) a registration statement under the Securities Act of 1933,
as amended, and the 1940 Act on behalf of each of the Portfolios
is currently effective and will remain effective, and all
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being
offered for sale; and
(e) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance
with the terms of the Fund's Articles of Incorporation and its
Prospectus with respect to each Portfolio, such Shares shall be
validly issued, fully paid and non-assessable.
9.3 THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT, FDISG DISCLAIMS ALL OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER
PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING
QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING,
CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED
INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. FDISG
DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS
OTHERWISE SET FORTH IN THIS AGREEMENT.
Article 10 Indemnification.
10.1 FDISG shall not be responsible for and the Fund on behalf of
each Portfolio shall indemnify and hold FDISG harmless from and
against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against
FDISG or for which FDISG may be held to be liable (a "Claim")
arising out of or attributable to any of the following:
(a) any actions of FDISG required to be taken pursuant to this
Agreement unless such Claim resulted from a negligent act or
omission to act or bad faith by FDISG in the performance of its
duties hereunder;
(b) FDISG's reasonable reliance on, or reasonable use of
information, data, records and documents (including but not
limited to magnetic tapes, computer printouts, hard copies and
microfilm copies) received by FDISG from the Fund, or any
authorized third party acting on behalf of the Fund, including but
not limited to the prior transfer agent for the Fund, in the
performance of FDISG's duties and obligations hereunder;
(c) the reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests of the
Fund on behalf of the applicable Portfolio;
(d) the offer or sales of shares in violation of any requirement
under the securities laws or regulations of any state that such
shares be registered in such state or in violation of any stop
order or other determination or ruling by any state with respect
to the offer or sale of such shares in such state; and
(e) the Fund's refusal or failure to comply with the terms of
this Agreement, or any Claim which arises out of the Fund's
negligence or misconduct or the breach of any representation or
warranty of the Fund made herein.
10.2 The Fund and each Portfolio shall not be responsible for,
and FDISG shall indemnify and hold the Fund and each Portfolio
harmless from and against, any and all Claims arising out of or
attributable to (a) FDISGs refusal or failure to comply with the
terms of this Agreement or (b) FDISGs negligence, willful
misconduct or breach of any representation or warranty made of
FDISG herein.
10.3 In any case in which a party (the "Indemnified Party") may
be asked to indemnify or hold the other party (the "Indemnifying
Party") harmless, the Indemnified Party will notify the
Indemnifying Party promptly after identifying any situation which
it believes presents or appears likely to present a claim for
indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by the Indemnified
Party and shall keep the Indemnifying Party advised with respect
to all developments concerning such situation. The Indemnifying
Party shall have the option to defend the Indemnified Party
against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so
elects, such defense shall be conducted by counsel chosen by the
Indemnifying Party and satisfactory to the Indemnified Party, and
thereupon the Indemnifying Party shall take over complete defense
of the Claim and the Indemnified Party shall sustain no further
legal or other expenses in respect of such Claim. The Indemnified
Party will not confess any Claim or make any compromise in any
case in which the Indemnifying Party will be asked to provide
indemnification, except with the Indemnifying Party's prior
written consent. The obligations of the parties hereto under this
Article 10 shall survive the termination of this Agreement.
10.4 Any claim for indemnification under this Agreement must be
made prior to the earlier of:
(a) one year after the Indemnified Party becomes aware of the
event for which indemnification is claimed; or
(b) one year after the earlier of the termination of this
Agreement or the expiration of the term of this Agreement.
10.5 Except for remedies that cannot be waived as a matter of law
(and injunctive or provisional relief), the provisions of this
Article 10 shall be each partys sole and exclusive remedy for
claims or other actions or proceedings to which the
indemnification obligations pursuant to this Article 10 may apply.
Article 11 Standard of Care.
11.1 FDISG shall at all times act in good faith and agrees to use
its best efforts within commercially reasonable limits to ensure
the accuracy of all services performed under this Agreement, but
assumes no responsibility for loss or damage to the Fund unless
said errors are caused by FDISG's own negligence, bad faith or
willful misconduct or that of its employees.
11.2 Notwithstanding any provision in this Agreement to the
contrary, FDISG's cumulative liability (to the Fund) for all
losses, claims, suits, controversies, breaches, or damages for any
cause whatsoever (including but not limited to those arising out
of or related to this Agreement) and regardless of the form of
action or legal theory shall not exceed the greater of (i)
$500,000 or (ii) the fees received by FDISG for services provided
under this Agreement during the twelve months immediately prior to
the date of such loss or damage. Fund understands the limitation
on FDISG's damages to be a reasonable allocation of risk and Fund
expressly consents with respect to such allocation of risk. In
allocating risk under the Agreement, the parties agree that the
damage limitation set forth above shall apply to any alternative
remedy ordered by a court in the event such court determines that
sole and exclusive remedy provided for in the Agreement fails of
its essential purpose.
11.3 Neither party may assert any cause of action against the
other party under this Agreement that accrued more than two (2)
years prior to the filing of the suit (or commencement of
arbitration proceedings) alleging such cause of action.
11.4 Each party shall have the duty to mitigate damages for which
the other party may become responsible.
Article 12 Consequential Damages.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL FDISG, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE
UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER
LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE,
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF
WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR
ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 13 Term and Termination.
13.1 This Agreement shall be effective on the date first written
above and shall continue for a period of five (5) years (the
"Initial Term").
13.2 Upon the expiration of the Initial Term, this Agreement
shall automatically renew for successive terms of three (3) years
("Renewal Terms") each, unless the Fund or FDISG provides written
notice to the other of its intent not to renew. Such notice must
be received not less than ninety (90) days and not more than one-
hundred eighty (180) days prior to the expiration of the Initial
Term or the then current Renewal Term.
13.3 Notwithstanding the forgoing, the Fund shall have the
ability to terminate this Agreement (i) upon sixty (60) days prior
written notice to FDISG in the event that Fund should dissolve and
discontinue to do business; or (ii) upon the termination of the
Administration Agreement between the Fund and FDISG.
13.4 In the event that FDISG has failed to meet a specific
performance standard category, as set forth in Exhibit 1 of
Schedule A, in four months of any rolling six month period, the
Fund may terminate this Agreement. The Fund will provide FDISG
with sixty (60) days notice in writing if the Fund intends to
exercise its option under this Section 8(d). Notwithstanding the
foregoing, the Funds right under this Section 8(d), shall not
become effective until ninety (90) days after FDISG has begun
providing services under this Agreement.
13.5 In the event a termination notice is given by the Fund, all
expenses associated with movement of records and materials and
conversion thereof to a successor transfer agent will be borne by
the Fund.
13.6 If a party hereto is guilty of a material failure to perform
its duties and obligations hereunder (a "Defaulting Party") the
other party (the "Non-Defaulting Party") may give written notice
thereof to the Defaulting Party, and if such material breach shall
not have been remedied within thirty (30) days after such written
notice is given, then the Non-Defaulting Party may terminate this
Agreement by giving thirty (30) days written notice of such
termination to the Defaulting Party. If FDISG is the
Non-Defaulting Party, its termination of this Agreement shall not
constitute a waiver of any other rights or remedies of FDISG with
respect to services performed prior to such termination or rights
of FDISG to be reimbursed for out-of-pocket expenses. In all
cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other
rights it might have under this Agreement or otherwise against the
Defaulting Party.
Article 14 Additional Portfolios.
In the event that the Fund establishes one or more Portfolios in
addition to those identified in Exhibit 1, with respect to which
the Fund desires to have FDISG render services as transfer agent
under the terms hereof, the Fund shall so notify FDISG in writing,
and if FDISG agrees in writing to provide such services, Exhibit 1
shall be amended to include such additional Portfolios.
Article 15 Confidentiality.
15.1 The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively
"Confidential Information") are confidential information of the
parties and their respective licensors. The Fund and FDISG shall
exercise at least the same degree of care, but not less than
reasonable care, to safeguard the confidentiality of the
Confidential Information of the other as it would exercise to
protect its own confidential information of a similar nature. The
Fund and FDISG shall not duplicate, sell or disclose to others the
Confidential Information of the other, in whole or in part,
without the prior written permission of the other party. The Fund
and FDISG may, however, disclose Confidential Information to their
respective parent corporation, their respective affiliates, their
subsidiaries and affiliated companies and employees, provided that
each shall use reasonable efforts to ensure that the Confidential
Information is not duplicated or disclosed in breach of this
Agreement. The Fund and FDISG may also disclose the Confidential
Information to regulatory or judicial authorities, independent
contractors, auditors, and professional advisors, provided they
first agree in writing to be bound by the confidentiality
obligations substantially similar to this Section 15.1.
Notwithstanding the previous sentence, in no event shall either
the Fund or FDISG disclose the Confidential Information to any
competitor of the other without specific, prior written consent.
15.2 Proprietary Information means:
(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but
not limited to, information about product plans, marketing
strategies, finance, operations, customer relationships, customer
profiles, sales estimates, business plans, and internal
performance results relating to the past, present or future
business activities of the Fund or FDISG, their respective
subsidiaries and affiliated companies and the customers, clients
and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords the Fund
or FDISG a competitive advantage over its competitors; and
(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how,
show-how and trade secrets, whether or not patentable or
copyrightable.
15.3 Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills of material,
equipment, prototypes and models, and any other tangible manifes-
tation of the foregoing of either party which now exist or come
into the control or possession of the other.
Article 16 Force Majeure.
No party shall be liable for any default or delay in the
performance of its obligations under this Agreement if and to the
extent such default or delay is caused, directly or indirectly, by
(i) fire, flood, elements of nature or other acts of God; (ii) any
outbreak or escalation of hostilities, war, riots or civil
disorders in any country, (iii) any act or omission of the other
party or any governmental authority; (iv) any labor disputes
(whether or not the employees' demands are reasonable or within
the party's power to satisfy); or (v) nonperformance by a third
party or any similar cause beyond the reasonable control of such
party, including without limitation, failures or fluctuations in
telecommunications or other equipment. In any such event, the
non-performing party shall be excused from any further performance
and observance of the obligations so affected only for as long as
such circumstances prevail and such party continues to use
commercially reasonable efforts to recommence performance or
observance as soon as practicable.
Article 17 Assignment and Subcontracting.
This Agreement, its benefits and obligations shall be binding upon
and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement may
not be assigned or otherwise transferred by either party hereto,
without the prior written consent of the other party, which
consent shall not be unreasonably withheld; provided, however,
that FDISG may, in its sole discretion, assign all its right,
title and interest in this Agreement to an affiliate, parent or
subsidiary. FDISG may, in its sole discretion, engage
subcontractors to perform any of the obligations contained in this
Agreement to be performed by FDISG, but such engagement will not
relieve FDISG of such obligations.
Article 18 Arbitration.
18.1 Any claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration
administered by the American Arbitration Association in Boston,
Massachusetts in accordance with its applicable rules, except that
the Federal Rules of Evidence and the Federal Rules of Civil
Procedure with respect to the discovery process shall apply.
18.2 The parties hereby agree that judgment upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction.
18.3 The parties acknowledge and agree that the performance of
the obligations under this Agreement necessitates the use of
instrumentalities of interstate commerce and, notwithstanding
other general choice of law provisions in this Agreement, the
parties agree that the Federal Arbitration Act shall govern and
control with respect to the provisions of this Article 18.
Article 19 Notice.
Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or FDISG, shall be
sufficiently given if addressed to that party and received by it
at its office set forth below or at such other place as it may
from time to time designate in writing. A written notice or
instrument may be in the form of a facsimile transmission,
electronic mail, a telegram or a telex provided that it is
actually received by the addressee.
To the Fund:
Kobren Insight Funds
20 Williams Street - Suite 310
Wellesley Hills, Massachusetts 02181
Attention: Eric J. Godes
To FDISG:
First Data Investor Services Group, Inc.
4400 Computer Drive
Westboro, Massachusetts 01581
Attention: President
with a copy to FDISG's General Counsel
Article 20 Governing Law/Venue.
The laws of the Commonwealth of Massachusetts, excluding the laws
on conflicts of laws, shall govern the interpretation, validity,
and enforcement of this agreement. All actions arising from or
related to this Agreement shall be brought in the state and
federal courts sitting in the City of Boston, and FDISG and Client
hereby submit themselves to the exclusive jurisdiction of those
courts.
Article 21 Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original; but such counterparts
shall, together, constitute only one instrument.
Article 22 Captions.
The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
Article 23 Publicity.
Neither FDISG nor the Fund shall release or publish news releases,
public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it without
the prior review and written approval of the other party;
provided, however, that either party may make such disclosures as
are required by legal, accounting or regulatory requirements after
making reasonable efforts in the circumstances to consult in
advance with the other party.
Article 24 Relationship of Parties/Non-Solicitation.
24.1 The parties agree that they are independent contractors and
not partners or co-venturers and nothing contained herein shall be
interpreted or construed otherwise.
24.2 Except as may be agreed upon by the parties, during the term
of this Agreement and for one (1) year afterward, the Fund and
FDISG agree not to recruit, solicit, employ or engage, for
themselves or others, the employees of the other party.
Article 25 Entire Agreement; Severability.
25.1 This Agreement, including Schedules, Addenda, and Exhibits
hereto, constitutes the entire Agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous proposals, agreements, contracts, representations,
and understandings, whether written or oral, between the parties
with respect to the subject matter hereof. No change,
termination, modification, or waiver of any term or condition of
the Agreement shall be valid unless in writing signed by each
party. No such writing shall be effective as against FDISG unless
said writing is executed by a Senior Vice President, Executive
Vice President, or President of FDISG. A partys waiver of a
breach of any term or condition in the Agreement shall not be
deemed a waiver of any subsequent breach of the same or another
term or condition.
25.2 The parties intend every provision of this Agreement to be
severable. If a court of competent jurisdiction determines that
any term or provision is illegal or invalid for any reason, the
illegality or invalidity shall not affect the validity of the
remainder of this Agreement. In such case, the parties shall in
good faith modify or substitute such provision consistent with the
original intent of the parties. Without limiting the generality
of this paragraph, if a court determines that any remedy stated in
this Agreement has failed of its essential purpose, then all other
provisions of this Agreement, including the limitations on
liability and exclusion of damages, shall remain fully effective.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers, as of the day
and year first above written.
KOBREN INSIGHT FUNDS
By: ERIC M. KOBREN
Title: President
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: Jerry Kokos
Title: Executive Vice President
Exhibit 1
LIST OF PORTFOLIOS
Kobren Growth Fund
Kobren Moderate Growth Fund
Kobren Conservative Allocation Fund
Schedule A
DUTIES OF FDISG
1. Shareholder Information. FDISG shall maintain a record
of the number of Shares held by each Shareholder of record which
shall include name, address, taxpayer identification and which
shall indicate whether such Shares are held in certificates or
uncertificated form.
2. Shareholder Services. FDISG shall respond as appropriate
to all inquiries and communications from Shareholders relating to
Shareholder accounts with respect to its duties hereunder and as
may be from time to time mutually agreed upon between FDISG and
the Fund.
3. Share Certificates.
(a) At the expense of the Fund, the Fund shall supply FDISG with
an adequate supply of blank Share certificates to meet FDISG
requirements therefor. Such Share certificates shall be properly
signed by facsimile. The Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the Fund whose
signature appears on such certificates, FDISG or its agent may
continue to countersign certificates which bear such signatures
until otherwise directed by Written Instructions.
(b) FDISG shall issue replacement Share certificates in lieu of
certificates which have been lost, stolen or destroyed, upon
receipt by FDISG of properly executed affidavits and lost
certificate bonds, in form satisfactory to FDISG, with the Fund
and FDISG as obligees under the bond.
(c) FDISG shall also maintain a record of each certificate
issued, the number of Shares represented thereby and the
Shareholder of record. With respect to Shares held in open
accounts or uncertificated form (i.e., no certificate being issued
with respect thereto) FDISG shall maintain comparable records of
the Shareholders thereof, including their names, addresses and
taxpayer identification numbers. FDISG shall further maintain a
stop transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials.
FDISG will address and mail to Shareholders of the Fund, all
reports to Shareholders, dividend and distribution notices and
proxy material for the Fund's meetings of Shareholders. In
connection with meetings of Shareholders, FDISG will prepare
Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on
proxies voted prior to meetings, act as inspector of election at
meetings and certify Shares voted at meetings.
5. Sales of Shares
(a) FDISG shall not be required to issue any Shares of the Fund
if it has received a Written Instruction from the Fund or official
notice from any appropriate authority that the sale of the Shares
of the Fund has been suspended or discontinued. The existence of
such Written Instructions or such official notice shall be
conclusive evidence of the right of FDISG to rely on such Written
Instructions or official notice.
(b) In the event that any check or other order for the payment of
money is returned unpaid for any reason, FDISG will endeavor to:
(i) give prompt notice of such return to the Fund or its designee;
(ii) place a stop transfer order against all Shares issued as a
result of such check or order; and (iii) take such actions as
FDISG may from time to time deem appropriate.
6. Transfer and Repurchase
(a) FDISG shall process all requests to transfer or redeem Shares
in accordance with the transfer or repurchase procedures set forth
in the Fund's Prospectus.
(b) FDISG will transfer or repurchase Shares upon receipt of Oral
or Written Instructions or otherwise pursuant to the Prospectus
and Share certificates, if any, properly endorsed for transfer or
redemption, accompanied by such documents as FDISG reasonably may
deem necessary.
(c) FDISG reserves the right to refuse to transfer or repurchase
Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. FDISG also reserves the right
to refuse to transfer or repurchase Shares until it is satisfied
that the requested transfer or repurchase is legally authorized,
and it shall incur no liability for the refusal, in good faith, to
make transfers or repurchases which FDISG, in its good judgement,
deems improper or unauthorized, or until it is reasonably
satisfied that there is no basis to any claims adverse to such
transfer or repurchase.
(d) When Shares are redeemed, FDISG shall, upon receipt of the
instructions and documents in proper form, deliver to the
Custodian and the Fund or its designee a notification setting
forth the number of Shares to be redeemed. Such redeemed shares
shall be reflected on appropriate accounts maintained by FDISG
reflecting outstanding Shares of the Fund and Shares attributed to
individual accounts.
(e) FDISG, upon receipt of the monies provided to it by the
Custodian for the redemption of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures
described in the written instruction received by FDISG from the
Fund.
(f) FDISG shall not process or effect any redemption with respect
to Shares of the Fund after receipt by FDISG or its agent of
notification of the suspension of the determination of the net
asset value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund with respect to
Shares of the Fund, the Fund shall furnish or cause to be
furnished to FDISG Written Instructions setting forth the date of
the declaration of such dividend or distribution, the ex-dividend
date, the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the amount
payable per Share to the Shareholders of record as of that date,
the total amount payable on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset
value.
(b) On or before the payment date specified in such resolution of
the Board of Directors, the Fund will provide FDISG with
sufficient cash to make payment to the Shareholders of record as
of such payment date.
(c) If FDISG does not receive sufficient cash from the Fund to
make total dividend and/or distribution payments to all
Shareholders of the Fund as of the record date, FDISG will, upon
notifying the Fund, withhold payment to all Shareholders of record
as of the record date until sufficient cash is provided to FDISG.
8. Hours of Operation. FDISGs business hours are 9:00
a.m. throught 5:00 p.m. Eastern Standard Time Monday through
Friday with respect to Shareholder communication availability by
telephone. Any after hours Shareholder communication by telephone
will be covered in a separate Teleservicing Agreement between the
Fund and FDISG.
9. In addition to and neither in lieu nor in contravention of
the services set forth above, FDISG shall: (i) perform all the
customary services of a transfer agent, registrar, dividend
disbursing agent and agent of the dividend reinvestment and cash
purchase plan as described herein consistent with those
requirements in effect as at the date of this Agreement. The
detailed definition, frequency, limitations and associated costs
(if any) set out in the attached fee schedule, include but are not
limited to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, tabulating proxies,
mailing Shareholder reports to current Shareholders, withholding
taxes on U.S. resident and non-resident alien accounts where
applicable, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
Shareholders.
Exhibit 1 of Schedule A
PERFORMANCE STANDARDS
FDISGs obligation to meet the following Performance Standards
shall be measured in the aggregate with respect to all Portfolios.
FDISG will report to Insight on a quarterly basis the percent of
items completed within standard as well as a quality rating. A
pass/fail determination for contractual purposes will however be
based on the categories listed below based on monthly performance.
For example, the accuracy of purchases, redemptions, exchanges and
adjustments will be reported to the Fund on an individual basis
and as a collective group. FDISG will receive a "fail" for the
month if the collective score for all financials falls below the
contractual level. Note that completion standards are measured in
business days.
Category Components (to be reported individually)
Financials: Purchases, Redemptions, Exchanges, Adjustments
(both financial
and non-financial adjustments)
Collective Quality Score: 98.25%
Minimum Acceptable
Collective
Score by Category:
Weighting:
Transaction Throughput - 99%
50%
Transaction Quality - 97.5%
50%
Shareholder Services: Telephones, Correspondence
Collective Quality Score: 98%
Minimum Acceptable
Collective
Score by Category:
Weighting:
Telephone Abandoned Rate - 3%
25%
Average Speed of Answer - 20 seconds
25%
Financial Correspondence - Receipt +2
25%
Non-financial Correspondence - Receipt + 4
25%
Schedule B
FEE SCHEDULE
1. ANNUAL FEES
A. Open Account Fees: $14.00 per open account
(subject to minimum fees set forth below)
B. Fund Minimums: $32,000 per Portfolio
per year, provided however, the Fund shall pay a minimum of
$64,000 per annum regardless of the number of Portfolios
C. Out of Pocket Expenses As set forth in Schedule
C
D. Individual Retirement
Accounts $20.00 per Shareholder Account
(multiple accounts across Portfolios with the same account number
will be treated as a single Shareholder Account)
GENERAL
After the completion of the third year of the Agreement, First
Data may adjust any annual or monthly fees once per calendar year,
upon thirty (30) days prior written notice in an amount not to
exceed the previous years cumulative percentage increase in the
Consumer Price Index for All Urban Consumers (CPI-U) U.S. City
Average, All items (unadjusted) - (1982-84=100), published by the
U.S Department of Labor since the last such adjustment in the
Client's monthly fees (or the Effective Date absent a prior such
adjustment).
Schedule C
OUT-OF-POCKET EXPENSES
The Fund shall reimburse FDISG monthly for applicable
out-of-pocket expenses, including, but not limited to the
following items:
Microfiche/microfilm production
Magnetic media tapes and freight
Printing costs, including certificates, envelopes, checks
and stationery
Postage (bulk, pre-sort, ZIP+4, barcoding, first class)
direct pass through to the Fund
Due diligence mailings
Telephone and telecommunication costs, including all lease,
maintenance and line costs
Ad hoc reports
Proxy solicitations, mailings and tabulations
Daily & Distribution advice mailings
Shipping, Certified and Overnight mail and insurance
Year-end form production and mailings
Terminals, communication lines, printers and other equipment
and any expenses incurred in connection with such terminals and
lines
Duplicating services
Courier services
Incoming and outgoing wire charges
Federal Reserve charges for check clearance
Overtime, as approved by the Fund
Temporary staff, as approved by the Fund
Travel and entertainment, as approved by the Fund
Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged by third party
record keeping vendors
Third party audit reviews
Ad hoc SQL time
All Systems enhancements after the conversion at the rate of
$135.00 per hour
Insurance
Such other miscellaneous expenses reasonably incurred by
FDISG in performing its duties and responsibilities under this
Agreement.
The Fund agrees that postage and mailing expenses will be paid on
the day of or prior to mailing as agreed with FDISG. In addition,
the Fund will promptly reimburse FDISG for any other unscheduled
expenses incurred by FDISG whenever the Fund and FDISG mutually
agree that such expenses are not otherwise properly borne by FDISG
as part of its duties and obligations under the Agreement.
Schedule D
FUND DOCUMENTS
Certified copy of the Articles of Incorporation of the Fund,
as amended
Certified copy of the By-laws of the Fund, as amended,
Copy of the resolution of the Board of Directors authorizing
the execution and delivery of this Agreement
Specimens of the certificates for Shares of the Fund, if
applicable, in the form approved by the Board of Directors of the
Fund, with a certificate of the Secretary of the Fund as to such
approval
All account application forms and other documents relating
to Shareholder accounts or to any plan, program or service offered
by the Fund
Certified list of Shareholders of the Fund with the name,
address and taxpayer identification number of each Shareholder,
and the number of Shares of the Fund held by each, certificate
numbers and denominations (if any certificates have been issued),
lists of any accounts against which stop transfer orders have been
placed, together with the reasons therefore, and the number of
Shares redeemed by the Fund
All notices issued by the Fund with respect to the Shares in
accordance with and pursuant to the Articles of Incorporation or
By-laws of the Fund or as required by law and shall perform such
other specific duties as are set forth in the Articles of
Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required
thereby.
Exhibit 1 of Schedule A
Performance Standards
FDISGs obligation to meet the following Performance Standards
shall be measured in the aggregate with respect to all Funds.
First Data will report to Insight on a quarterly basis the percent
of items completed within standard as well as a quality rating. A
pass/fail determination for contractual purposes will however be
based on the categories listed below based on monthly performance.
For example, the accuracy of purchases, redemptions, exchanges and
adjustments will be reported to Insight on an individual basis and
as a collective group. First Data will receive a "fail" for the
month if the collective score for all financials falls below the
contractual level. Note that completion standards are measured in
business days.
Category Components (to be reported individually)
Financials Purchases, Redemptions, Exchanges, Adjustments
(both financial
and non-financial adjustments)
Minimum Acceptable Scores:
Transaction Throughput - 99%
Transaction Quality - 97.5%
Shareholder Service Telephones, Correspondence
Minimum Acceptable Scores:
Telephone Abandoned Rate - 3%
Average Speed of Answer - 20 seconds
Financial Correspondence - 2 day
turnaround
Non-financial Correspondence - 4 day
turnaround
24
contract\ta\forms\series5.wpd Rev. 4/96
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of November 15,
1996 (the "Agreement"), by and between FIRST DATA INVESTOR
SERVICES GROUP, INC., a Massachusetts corporation ("FDISG"), and
KOBREN INSIGHT FUNDS, a Massachusetts business trust (the
"Company").
WHEREAS, the Company is registered as a diversified open-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Company desires to retain FDISG to render
certain administrative services with respect to each investment
portfolio listed in Schedule A hereto, as the same may be amended
from time to time by the parties hereto (collectively, the
"Funds"), and FDISG is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. The Company hereby appoints FDISG to act
as Administrator of the Company on the terms set forth in this
Agreement. FDISG accepts such appointment and agrees to render
the services herein set forth for the compensation herein
provided. In the event that the Company decides to retain FDISG
to act as Administrator hereunder with respect to one or more
portfolios other than the Funds, the Company shall notify FDISG in
writing. If FDISG is willing to render such services, it shall
notify the Company in writing whereupon such portfolio shall
become a Fund hereunder.
2. Delivery of Documents. The Company has furnished
FDISG with copies properly certified or authenticated of each of
the following:
(a) Resolutions of the Company's Board of Trustees
authorizing the appointment of FDISG to provide certain
administrative services required by the Company for each Fund and
approving this Agreement;
(b) The Company's Declaration of Trust (the
"Declaration of Trust") filed with the Commonwealth of
Massachusetts and all amendments thereto;
(c) The Company's By-Laws and all amendments thereto
(the "By-Laws");
(d) The Investment Advisory Agreement between
Insight Management, Inc. (the "Adviser") and the Company dated as
of _______________ and all amendments thereto (the "Advisory
Agreement");
(e) The Custody Agreement between
____________________ (the "Custodian") and the Company dated as of
_______________ and all amendments thereto (the "Custody
Agreement");
(f) The Transfer Agency and Registrar Agreement
between First Data Investor Services Group, Inc. (the "Transfer
Agent") and the Company dated as of November 15, 1996 and all
amendments thereto;
(g) The Company's Registration Statement on Form N-
1A (the "Registration Statement") under the Securities Act of 1933
and under the 1940 Act (File Nos. ________ and ________), as
declared effective by the Securities and Exchange Commission
("SEC") on ______________, relating to shares of the Company's
Shares of Beneficial Interest, $.___ par value per share, and all
amendments thereto; and
(h) Each Fund's most recent prospectus and Statement
of Additional Information and all amendments and supplements
thereto (collectively, the "Prospectuses").
The Company will furnish FDISG from time to time with
copies, properly certified or authenticated, of all amendments of
or supplements to the foregoing. Furthermore, the Company will
provide FDISG with any other documents that FDISG may reasonably
request and will notify FDISG as soon as possible of any matter
materially affecting the performance of FDISG of its services
under this Agreement.
3. Duties as Administrator. Subject to the supervision
and direction of the Board of Trustees of the Company, FDISG, as
Administrator, will assist in supervising various aspects of the
Company's administrative operations and undertakes to perform the
following specific services:
(a) Maintaining office facilities (which may be in
the offices of FDISG or a corporate affiliate) and furnishing
corporate officers for the Company ;
(b) Performing the functions ordinarily performed by
a mutual fund groups internal legal department as described in
Schedule D to this Agreement, furnishing data processing services,
clerical services, and executive and administrative services and
standard stationery and office supplies in connection with the
foregoing;
(c) Accounting and bookkeeping services (including
maintenance of such accounts, books and records of the Company as
may be required by Section 31(a) of the 1940 Act and the rules
thereunder);
(d) Internal auditing;
(e) Performing all functions ordinarily performed by
the office of a corporate treasurer, and furnishing the services
and facilities ordinarily incident thereto, including calculating
the net asset value of the shares in conformity with the fund(s)
prospectus;
(f) Preparing reports to the Company's shareholders
of record and the SEC including, but not necessarily limited to,
Annual Reports and Semi-Annual Reports on Form N-SAR;
(g) Preparing and filing various applications,
registration statements, reports or other documents required by
federal, and state laws and regulations, other than those filed or
required to be filed by the Adviser or Transfer Agent;
(h) Preparing and filing the Company's tax returns;
(i) At the Adviser's request, monitoring and
developing compliance procedures for the Company which will
include, among other matters, monitoring compliance with each
Fund's investment objective, policies, restrictions, tax
requirements and applicable laws and regulations;
(j) Performing all functions ordinarily performed by
the office of a corporate secretary, and furnishing the services
and facilities incident thereto, including all functions
pertaining to matters organic to the organization, existence and
maintenance of the corporate franchise of the Company, including
preparation for, conduct of, and recording trustees' meetings and
shareholder meetings. Trustees' meetings in excess of five in any
calendar year and shareholder meetings in excess of one in any two
year period shall be for an additional reasonable charge as may be
agreed upon by the Administrator and FDISG;
(k) Performing "Blue Sky" compliance functions,
including maintaining notice filings, registrations or "Blue Chip"
exemptions (if available) in all U.S. jurisdictions requested by
the Company, monitoring sales of shares in all such jurisdictions
and filing such additional notice or applying for such additional
or amended registrations as may be reasonably anticipated to be
necessary to permit continuous sales of the shares of the Funds in
all such jurisdictions, filing sales literature and advertising
materials to the extent required, with such Blue Sky authorities,
and making and filing all other applications, reports, notices,
documents and exhibits in connection with the foregoing; and
(l) Furnishing all other services identified on
Schedule B annexed hereto and incorporated herein which are not
otherwise specifically set forth above.
(m) FDISG agrees to provide the services set forth
herein in accordance with the Performance Standards annexed hereto
as Exhibit 1 of Schedule D and incorporated herein (the
"Performance Standards"). Such Performance Standards may be
amended from time to time upon written agreement by the parties.
(n) The Company hereby instructs FDISG to rely upon
the underlying fund company, NASDAQ or third parties (the "Pricing
Source") for obtaining daily underlying fund valuations and
periodic dividend distributions. In the event the Pricing Source
incorrectly states the value of the underlying fund company or a
dividend, FDISG agrees to reprocess the price of the affected
Funds shares. The Company agrees to bear the cost of any such
reprocessing by FDISG.
In performing all services under this Agreement, FDISG: (a)
shall act in conformity with the Articles, the Prospectuses and
the instructions and directions of the Administrator, and will
conform to and comply with the requirements of the 1940 Act and
all other applicable federal or state laws and regulations; and
(b) will consult with legal counsel to the Fund, as necessary or
appropriate in light of FDISGs duty to perform customary internal
legal and corporate secretary functions. Furthermore, FDISG shall
not have or be required to have any authority to supervise the
investment or reinvestment of the securities or other properties
which comprise the assets of the Company or any of its Funds and
shall not provide any investment advisory services to the Company
or any of its Funds.
4. Compensation and Allocation of Expenses. FDISG shall
bear all expenses in connection with the performance of its
services under this Agreement, except as indicated below.
(a) FDISG will from time to time employ or associate
with itself such person or persons as FDISG may believe to be
particularly suited to assist it in performing services under this
Agreement. Such person or persons may be officers and employees
who are employed by both FDISG and the Company. The compensation
of such person or persons shall be paid by FDISG and no obligation
shall be incurred on behalf of the Company in such respect.
(b) FDISG shall not be required to pay any of the
following expenses incurred by the Company: membership dues in
the Investment Company Institute or any similar organization;
investment advisory expenses; costs of printing and mailing stock
certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage commissions; stock exchange listing
fees; taxes and fees payable to Federal, state and other
governmental agencies; fees of Trustees of the Company who are not
affiliated with FDISG; outside auditing expenses; outside legal
expenses; or other expenses not specified in this Section 4 which
may be properly payable by the Company.
(c) The Company on behalf of each of the Funds will
compensate FDISG for the performance of its obligations hereunder
in accordance with the fees set forth in the written Fee Schedule
annexed hereto as Schedule B and incorporated herein. Schedule B
may be amended to add fee schedules for any additional Funds for
which FDISG has been retained as Administrator.
(d) The Company will compensate FDISG for its
services rendered pursuant to this Agreement in accordance with
the fees set forth above. Such fees do not include out-of-pocket
disbursements of FDISG for which FDISG shall be entitled to bill
separately. Out-of-pocket disbursements shall include, but shall
not be limited to, the items specified in Schedule C, annexed
hereto and incorporated herein, which schedule may be modified by
FDISG upon not less than thirty days' prior written notice to the
Company and the Special Projects outlined in Schedule D hereto.
(e) FDISG will bill the Company as soon as
practicable after the end of each calendar month, and said
billings will be detailed in accordance with the out-of-pocket
schedule. The Company will promptly pay to FDISG the amount of
such billing.
(f) The Company acknowledges that the fees that
FDISG charges the Company under this Agreement reflect the
allocation of risk between the parties, including the disclaimer
of warranties in Section 7 and the limitations on liability in
Section 5. Modifying the allocation of risk from what is stated
here would affect the fees that FDISG charges, and in
consideration of those fees, the Company agrees to the stated
allocation of risk.
5. Limitation of Liability.
(a) FDISG shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company in
connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from FDISG's willful
misfeasance, bad faith or gross negligence in the performance of
such obligations and duties, or by reason of its reckless
disregard thereof.
(b) Notwithstanding any provision in this Agreement to the
contrary, FDISG's cumulative liability (to the Company) for all
losses, claims, suits, controversies, breaches, or damages for any
cause whatsoever (including but not limited to those arising out
of or related to this Agreement) and regardless of the form of
action or legal theory shall not exceed the greater of (i)
$500,000 or (ii) the fees received by FDISG for services provided
under this Agreement during the twelve months immediately prior to
the date of such loss or damage. The Company understands the
limitation on FDISG's damages to be a reasonable allocation of
risk and the Company expressly consents with respect to such
allocation of risk.
(c) Neither party may assert any cause of action against
the other party under this Agreement that accrued more than two
(2) years prior to the filing of the suit (or commencement of
arbitration proceedings) alleging such cause of action.
(d) Each party shall have the duty to mitigate damages for
which the other party may become responsible.
(e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL FDISG, ITS AFFILIATES OR ANY OF ITS OR
THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE
LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, EXEMPLARY,
PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES,
EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES
REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER
EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
6. Indemnification.
(a) Each party (the "Indemnifying Party") shall
indemnify and hold the other party (the "Indemnified Party")
harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges,
payments and liabilities of any sort or kind which may be asserted
against Indemnified Party or for which Indemnified Party may be
held to be liable in connection with this Agreement or Indemnified
Party's performance hereunder (a "Claim"), unless such Claim
resulted from an intentional, reckless or grossly negligent act or
omission to act or bad faith by Indemnified Party in the
performance of its obligations hereunder.
(b) In any case in which the Indemnifying Party may
be asked to indemnify or hold Indemnified Party harmless,
Indemnified Party will notify the Indemnifying Party promptly
after identifying any situation which it believes presents or
appears likely to present a claim for indemnification against the
Indemnifying Party although the failure to do so shall not prevent
recovery by Indemnified Party and shall keep the Indemnifying
Party advised with respect to all developments concerning such
situation. The Indemnifying Party shall have the option to defend
Indemnified Party against any Claim which may be the subject of
this indemnification, and, in the event that the Indemnifying
Party so elects, such defense shall be conducted by counsel chosen
by the Indemnifying Party and satisfactory to Indemnified Party,
and thereupon the Indemnifying Party shall take over complete
defense of the Claim and Indemnified Party shall sustain no
further legal or other expenses in respect of such Claim.
Indemnified Party will not confess any Claim or make any
compromise in any case in which the Indemnifying Party will be
asked to provide indemnification, except with the Indemnifying
Party's prior written consent. The obligations of the parties
hereto under this Section 6 shall survive the termination of this
Agreement.
7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FDISG DISCLAIMS
ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE
TO THE FUND OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY
COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR
ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS
AGREEMENT. FDISG DISCLAIMS ANY WARRANTY OF TITLE OR NON-
INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
8. Termination of Agreement.
(a) This Agreement shall be effective on the date
first written above and shall continue for a period of five (5)
years (the "Initial Term"), except as otherwise provided herein.
(b) Upon the expiration of the Initial Term, this
Agreement shall automatically renew for successive terms of three
(3) years ("Renewal Terms") each, unless the Company or FDISG
provides written notice to the other of its intent not to renew.
Such notice must be received not less than ninety (90) days and
not more than one-hundred eighty (180) days prior to the
expiration of the Initial Term or the then current Renewal Term.
(c) Notwithstanding the forgoing, the Company shall
have the ability to terminate this Agreement (i) upon sixty (60)
days prior written notice to FDISG in the event that Company
should dissolve and discontinue to do business; or (ii) upon the
termination of the Transfer Agency and Services Agreement dated
November 15, 1996, 1996 between the Company and FDISG.
(d) In the event that FDISG has failed to meet a
specific performance standard category, as set forth in Exhibit 1
of Schedule D, in four months of any rolling six month period, the
Company may terminate this Agreement. The Company will provide
FDISG with sixty (60) days notice in writing if the Company
intends to exercise its option under this Section 8(d).
Notwithstanding the foregoing, the Companys right under this
Section 8(d), shall not become effective until ninety (90) days
after FDISG has begun providing services under this Agreement.
(e) In the event a termination notice is given by
the Company, all expenses associated with movement of records and
materials and conversion thereof will be borne by the Company.
(f) If a party hereto is guilty of a material
failure to perform its duties and obligations hereunder (a
"Defaulting Party") resulting in a material loss to the other
party, such other party (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, and if such
material breach shall not have been remedied within thirty (30)
days after such written notice is given, then the Non-Defaulting
Party may terminate this Agreement by giving thirty (30) days
written notice of such termination to the Defaulting Party. If
FDISG is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any other rights or
remedies of FDISG with respect to services performed prior to such
termination or rights of FDISG to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting Party
shall not constitute a waiver by the Non-Defaulting Party of any
other rights it might have under this Agreement or otherwise
against the Defaulting Party.
9. Modifications and Waivers. No change, termination,
modification, or waiver of any term or condition of the Agreement
shall be valid unless in writing signed by each party. No such
writing shall be effective as against FDISG unless said writing is
executed by a Senior Vice President, Executive Vice President or
President of FDISG. A party's waiver of a breach of any term or
condition in the Agreement shall not be deemed a waiver of any
subsequent breach of the same or another term or condition.
10. No Presumption Against Drafter. FDISG and the Company
have jointly participated in the negotiation and drafting of this
Agreement. The Agreement shall be construed as if drafted jointly
by the Company and FDISG, and no presumptions arise favoring any
party by virtue of the authorship of any provision of this
Agreement.
11. Publicity. Neither FDISG nor the Company shall
release or publish news releases, public announcements,
advertising or other publicity relating to this Agreement or to
the transactions contemplated by it without prior review and
written approval of the other party; provided, however, that
either party may make such disclosures as are required by legal,
accounting or regulatory requirements after making reasonable
efforts in the circumstances to consult in advance with the other
party.
12. Severability. The parties intend every provision of
this Agreement to be severable. If a court of competent
jurisdiction determines that any term or provision is illegal or
invalid for any reason, the illegality or invalidity shall not
affect the validity of the remainder of this Agreement. In such
case, the parties shall in good faith modify or substitute such
provision consistent with the original intent of the parties.
Without limiting the generality of this paragraph, if a court
determines that any remedy stated in this Agreement has failed of
its essential purpose, then all other provisions of this
Agreement, including the limitations on liability and exclusion of
damages, shall remain fully effective.
13. Miscellaneous.
(a) Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Company
or FDISG shall be sufficiently given if addressed to the party and
received by it at its office set forth below or at such other
place as it may from time to time designate in writing. A written
notice or instrument may be in the form of a facsimile
transmission, electronic mail, telegram or telex; provided that it
is actually received by the addressee.
To the Company:
Kobren Insight Funds
20 Williams Street
Wellesley Hills, Massachusetts 02181
Attention: President
with a copy to:
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
Attention: Pamela Wilson
To FDISG:
First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, Massachusetts 01581
Attention: President
with a copy to FDISGs General Counsel
(b) This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and permitted assigns and is not intended to confer
upon any other person any rights or remedies hereunder. This
Agreement may not be assigned or otherwise transferred by either
party hereto, without the prior written consent of the other
party, which consent shall not be unreasonably withheld; provided,
however, that FDISG may, in its sole discretion, assign all its
right, title and interest in this Agreement to an affiliate,
parent or subsidiary. FDISG may, in its sole discretion, engage
subcontractors to perform any of the obligations contained in this
Agreement to be performed by FDISG, but such engagement will not
relieve FDISG of such obligations.
(c) The laws of the Commonwealth of Massachusetts,
excluding the laws on conflicts of laws, shall govern the
interpretation, validity, and enforcement of this Agreement. All
actions arising from or related to this Agreement shall be brought
in the state and federal courts sitting in the City of Boston, and
FDISG and the Company hereby submit themselves to the exclusive
jurisdiction of those courts.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and
which collectively shall be deemed to constitute only one
instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or
effect.
(f) The Company and FDISG agree that the obligations
of the Company under the Agreement shall not be binding upon any
of the Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Company
individually, but are binding only upon the assets and property of
the Company, as provided in the Declaration of Trust. The
execution and delivery of this Agreement have been authorized by
the Trustees of the Company, and signed by an authorized officer
of the Company, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them or any
shareholder of the Company individually or to impose any liability
on any of them or any shareholder of the Company personally, but
shall bind only the assets and property of the Company as provided
in the Declaration of Trust. No series of the Company shall be
responsible for the obligations of any other series under this
Agreement.
14. Confidentiality.
(a) The parties agree that the Proprietary
Information (defined below) and the contents of this Agreement
(collectively "Confidential Information") are confidential
information of the parties and their respective licensers. The
Company and FDISG shall exercise reasonable care to safeguard the
confidentiality of the Confidential Information of the other. The
Company and FDISG may each use the Confidential Information only
to exercise its rights or perform its duties under this Agreement.
The Company and FDISG shall not duplicate, sell or disclose to
others the Confidential Information of the other, in whole or in
part, without the prior written permission of the other party. The
Company and FDISG may, however, disclose Confidential Information
to its employees who have a need to know the Confidential
Information to perform work for the other, provided that each
shall use reasonable efforts to ensure that the Confidential
Information is not duplicated or disclosed by its employees in
breach of this Agreement. The Company and FDISG may also disclose
the Confidential Information to regulatory or judicial
authorities, independent contractors, auditors and professional
advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section
14. Notwithstanding the previous sentence, in no event shall
either the Company or FDISG disclose the Confidential Information
to any competitor of the other without specific, prior written
consent.
(b) Proprietary Information means:
(i) any data or information that is completely
sensitive material, and not generally known to the public,
including, but not limited to, information about product plans,
marketing strategies, finance, operations, customer relationships,
customer profiles, sales estimates, business plans, and internal
performance results relating to the past, present or future
business activities of the Company or FDISG, their respective
subsidiaries and affiliated companies and the customers, clients
and suppliers of any of them;
(ii) any scientific or technical information,
design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its
confidentiality affords the Company or FDISG a competitive
advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software,
source code, object code, flow charts, databases, inventions,
know-how, show-how and trade secrets, whether or not patentable or
copyrightable.
(c) Confidential Information includes, without
limitation, all documents, inventions, substances, engineering and
laboratory notebooks, drawings, diagrams, specifications, bills of
material, equipment, prototypes and models, and any other tangible
manifestation of the foregoing of either party which now exist or
come into the control or possession of the other.
(d) The Company acknowledges that breach of the
restrictions on use, dissemination or disclosure of any
Confidential Information would result in immediate and irreparable
harm, and money damages would be inadequate to compensate FDISG
for that harm. FDISG shall be entitled to equitable relief, in
addition to all other available remedies, to redress any such
breach.
15. Force Majeure. No party shall be liable for any
default or delay in the performance of its obligations under this
Agreement if and to the extent such default or delay is caused,
directly or indirectly, by (i) fire, flood, elements of nature or
other acts of God; (ii) any outbreak or escalation of hostilities,
war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv)
any labor disputes (whether or not the employees' demands are
reasonable or within the party's power to satisfy); or (v)
nonperformance by a third party or any similar cause beyond the
reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment.
In any such event, the non-performing party shall be excused from
any further performance and observance of the obligations so
affected only for so long as such circumstances prevail and such
party continues to use commercially reasonable efforts to
recommence performance or observance as soon as practicable.
16. Entire Agreement. This Agreement, including all
Schedules hereto, constitutes the entire Agreement between the
parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous proposals, agreements, contracts,
representations, and understandings, whether written or oral,
between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed and delivered by their duly
authorized officers as of the date first written above.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: RICHARD A. SILVER
Name: Richard A. Silver
Title: Executive Vice President
KOBREN INSIGHT FUNDS
By: ERIC M. KOBREN
Name: Eric M. Kobren
Title: President
SCHEDULE A
LIST OF FUNDS
Kobren Growth Fund
Kobren Moderate Growth Fund
Kobren Conservative Allocation Fund
SCHEDULE B
FEE SCHEDULE
For the services to be rendered, the facilities to be
furnished and the payments to be made by FDISG, as provided for in
this Agreement, the Company, on behalf of each Fund, will pay
FDISG on the first business day of each month a fee for the
previous month at the rates listed below. The fee for the period
from the the earlier of commencment of operations of a Fund or
December 15, 1996 to the end of such month shall be prorated
according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
Flat fee of $67,500 per Fund per annum, provided however,
the Company shall pay a minimum of $125,000 per annum regardless
of the number of Funds; First Data reserves the right to terminate
this agreement should the fund family consist of only 1 Fund.
FDISG shall be entitled to collect all out-of-pocket fees
described in Schedule C.
$1 per mutual fund quotation for prices manually retrieved
or a pro-rata fee will be assessed for prices retrieved from an
automated vendor feed.
FDISG agrees to waive the first $40,000 of fees FDISG is
entitled to receive under this Agreement during the first year of
this Agreement.
SCHEDULE C
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, the
following:
- - Postage of Board meeting materials and other materials to
the Company's
Board members and service providers (including overnight or
other courier
services)
- - Telecommunications charges (including FAX) with respect to
communications with the Company's directors, officers and
service
providers
- - Duplicating charges with respect to filings with federal and
state authorities
and Board meeting materials
- - Courier services
- - Pricing services
- - Forms and supplies for the preparation of Board meetings and
other
materials for the Company
- - Vendor set-up charges for Blue Sky services
- - Such other expenses as are agreed to by FDISG and the
Administrator
SCHEDULE D
Fund Accounting and Administrative Services
Routine Projects
o Daily, Weekly, and Monthly Reporting
o Portfolio and General Ledger Accounting
o Daily Pricing of all Securities
o Daily Valuation and NAV Calculation
o Comparison of NAV to market movement
o Review of price tolerance/fluctuation report
o Research items appearing on the price exception report
o Weekly cost monitoring along with market-to-market
valuations in accordance with Rule 2a7
o Preparation of monthly ex-dividend monitor
o Daily cash reconciliation with the custodian bank
o Daily updating of price and rate information to the Transfer
Agent/Insurance Agent
o Daily support and report delivery to Portfolio Management
o Daily calculation of fund advisor fees and waivers
o Daily calculation of distribution rates
o Daily maintenance of each fund's general ledger including
expense accruals
o Daily price notification to other vendors as required
o Calculation of 30-day adjusted SEC yields
o Preparation of month-end reconciliation package
o Monthly reconciliation of fund expense records
o Preparation of monthly pay down gain/loss summaries
o Preparation of all annual and semi-annual audit work papers
o Preparation and Printing of Financial Statements
o Providing Shareholder Tax Information to Transfer Agent
o Producing Drafts of IRS and State Tax Returns
o Treasury Services including:
Provide Officer for the fund
Expense Accrual Monitoring
Determination of Dividends
Prepare materials for review by the board, e.g., 2a-
7,10f-3, 17a-7, 17e-1, Rule 144a
Tax and Financial Counsel
o Monthly Compliance Testing including section 817H
Distribution and Legal, Regulatory and Board of Trustees Support
Routine Projects
o Provide 1940 Act Attorney to assist in organization
o Prepare agenda and background materials for legal approval
at Board Meetings; make
presentations where appropriate; prepare minutes; follow up
on issues
o Review and filing of Form N-SAR
o Review and filing of Annual and Semi-Annual Financial
Reports
o Assistance in Preparation of Fund Registration Statements
o Review of all Sales Material and Advertising
o Coordinate all aspects of the printing and mailing process
with outside printers for all
shareholder publications
o Support for all quarterly board meetings
o Preparation of proxy materials for one meeting per two year
period
o Annual update Post-Effective Amendment (PEA)
o Prospectus supplements as needed
o Consultations regarding legal issues as needed
o SEC audit report
o Arrange insurance and fidelity bond coverage
o Support for one special board meeting per year and consent
votes where needed
o One additional PEA (other than annual update)
o One exemptive order application
o Assist with marketing strategy and product development
Special Projects*
o Proxy material preparation for additional meetings beyond
one per two year period
o N-14 preparation (merger document)
o Additional PEAs beyond two per year
o Prospectus simplification
o Additional exemptive order applications beyond one per year
o Extraordinary non-recurring projects - e.g., arranging CDSC
financing programs
o Basic sales, mutual funds, and product training to branch
and sales representatives
*Charged on a project-by-project basis.
Exhibit 1
of
Schedule D
Performance Standards
(i) The Funds auditors recommend termination and demonstrate
fundamental control weakness at FDISG - cure period - 90 days;
(ii) The accuracy rate of reporting prices to the wire services
during any calendar quarter is below 98%, subject to FDISGs
ability to obtain timely and accurate prices/net asset values
of the underlying investments in the funds - cure period - 90
days.
- -8-
SHARED\TLEGAL\CONTRACT\ISG\ADM\INSIGHTS5.DOC
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Kobren Insight Funds:
Kobren Growth Fund
Kobren Moderate Fund
Kobren Conservative Allocation Fund
We consent to the inclusion of our report dated February 14, 1997 on our audits
of the financial statements and financial highlights of the above referenced
funds, which report is included in the Annual Report to Shareholders for the
period ended December 31, 1996, which is in turn incorporated by reference into
the Supplement Dated June 15, 1997 to the Registration Statement on Form N-1A
Dated November 15, 1996.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 10, 1997
KOBREN MODERATE GROWTH FUND
SAMPLE TOTAL RETURN COMPUTATION
Fiscal period from commencement of operations on December 24, 1996 through April
30, 1997.
i. Assumed investment of $10,000.
ii. Divide assumed investment by initial offering price to ascertain
number of shares:
$10,000 / $10 = 1000 shares
iii. Multiply shares by per share dividend/distributions:
0 x 1000 = 0
iv. Divide dividend/distribution amount by offering price for reinvestment:
0 / 10.00 = 0 shares
v. Shares now total 1,000 + 0 or 1,000.00 shares
vi. Multiply 04-30-97 per share redemption price by total shares to find
redemption value:
$10.38 x 1,000.00 = $10,380.00
vii. Subtract initial investment to find total return for period:
$10,380.00 - $10,000 = $380.00
viii. Divide total return by initial investment to find rate of return for
period:
$380.00 / $10,000 = 3.80%
KOBREN MODERATE GROWTH FUND
SAMPLE TOTAL RETURN COMPUTATION
Fiscal period from commencement of operations on December 30, 1996 through April
30, 1997.
i. Assumed investment of $10,000.
ii. Divide assumed investment by initial offering price to ascertain number
of shares:
$10,000 / $10 = 1000 shares
iii. Multiply shares by per share dividend/distributions:
0 x 1000 = 0
iv. Divide dividend/distribution amount by offering price for reinvestment:
0 / 10.38 = 0 shares
v. Shares now total 1,000 + 0.00 or 1,000.00 shares
vi. Multiply 04-30-97 per share redemption price by total shares to find
redemption value:
$10.38 x 1,000 = $10,380.00
vii. Subtract initial investment to find total return for period:
$10,380.00 - $10,000 = $380.00
viii. Divide total return by initial investment to find rate of return for
period:
$380.00 / $10,000 = 3.80%
KOBREN CONSERVATIVE ALLOCATION FUND
SAMPLE TOTAL RETURN COMPUTATION
Fiscal period from commencement of operations on December 30, 1996 through April
30, 1997.
i. Assumed investment of $10,000.
ii. Divide assumed investment by initial offering price to ascertain
number of shares:
$10,000 / $10 = 1000 shares
iii. Multiply shares by per share dividend/distributions:
.0510 x 1000 = 51.00
iv. Divide dividend/distribution amount by offering price for reinvestment:
51.00 / 10.24 = 4.98 shares
v. Shares now total 1,000 + 4.98 or 1,004.98 shares
vi. Multiply 04-30-97 per share redemption price by total shares to find
redemption value:
$10.24 x 1,004.98 = $10,291.00
vii. Subtract initial investment to find total return for period:
$10,291.00 - $10,000 = $291.00
viii. Divide total return by initial investment to find rate of return for
period:
$291.00 / $10,000 = 2.91%
<TABLE> <S> <C>
<ARTICLE> 6
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<NUMBER> 011
<NAME> Kobren Growth Fund
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> APR-30-1997
<INVESTMENTS-AT-COST> 36,490,516
<INVESTMENTS-AT-VALUE> 36,389,396
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<NET-CHANGE-FROM-OPS> (129,810)
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<NUMBER-OF-SHARES-SOLD> 3,429,705
<NUMBER-OF-SHARES-REDEEMED> (55,864)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 35,800,561
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> (29)
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<GROSS-EXPENSE> 112,950
<AVERAGE-NET-ASSETS> 17,306,792
<PER-SHARE-NAV-BEGIN> 10.24
<PER-SHARE-NII> (0.02)
<PER-SHARE-GAIN-APPREC> 0.39
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 021
<NAME> Kobren Moderate Growth Fund
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> APR-30-1997
<INVESTMENTS-AT-COST> 14,606,691
<INVESTMENTS-AT-VALUE> 14,624,178
<RECEIVABLES> 61,984
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 24,190
<TOTAL-ASSETS> 14,710,352
<PAYABLE-FOR-SECURITIES> 106,205
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,222
<TOTAL-LIABILITIES> 134,427
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,593,507
<SHARES-COMMON-STOCK> 1,404,800
<SHARES-COMMON-PRIOR> 18,903
<ACCUMULATED-NII-CURRENT> 9,977
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (45,046)
<ACCUM-APPREC-OR-DEPREC> 17,487
<NET-ASSETS> 14,575,925
<DIVIDEND-INCOME> 29,084
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 19,181
<NET-INVESTMENT-INCOME> 9,903
<REALIZED-GAINS-CURRENT> (45,046)
<APPREC-INCREASE-CURRENT> 17,351
<NET-CHANGE-FROM-OPS> (17,792)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,418,128
<NUMBER-OF-SHARES-REDEEMED> (32,231)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,385,715
<ACCUMULATED-NII-PRIOR> 74
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,709
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 75,920
<AVERAGE-NET-ASSETS> 5,962,197
<PER-SHARE-NAV-BEGIN> 10.06
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.30
<PER-SHARE-DIVIDEND> 0.00
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<PER-SHARE-NAV-END> 10.38
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
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<NAME> Kobren Conservative Allocation Fund
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> APR-30-1997
<INVESTMENTS-AT-COST> 5,729,367
<INVESTMENTS-AT-VALUE> 5,663,702
<RECEIVABLES> 96,340
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 24,626
<TOTAL-ASSETS> 5,784,668
<PAYABLE-FOR-SECURITIES> 3,557
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 330,377
<TOTAL-LIABILITIES> 333,934
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,507,339
<SHARES-COMMON-STOCK> 532,366
<SHARES-COMMON-PRIOR> 16,500
<ACCUMULATED-NII-CURRENT> 9,060
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (65,665)
<NET-ASSETS> 5,450,734
<DIVIDEND-INCOME> 38,679
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 8,201
<NET-INVESTMENT-INCOME> 30,478
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (65,391)
<NET-CHANGE-FROM-OPS> (34,913)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (21,417)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 594,830
<NUMBER-OF-SHARES-REDEEMED> (80,876)
<SHARES-REINVESTED> 1,912
<NET-CHANGE-IN-ASSETS> 5,286,009
<ACCUMULATED-NII-PRIOR> 0
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<PER-SHARE-NII> 0.07
<PER-SHARE-GAIN-APPREC> 0.24
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