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KOBRICK GROWTH FUND
KOBRICK CAPITAL FUND
KOBRICK EMERGING GROWTH FUND
PROSPECTUS
February 1, 1999
[Logo]
KOBRICK FUNDS
IT'S ALL ABOUT VISION(SM)
This prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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CONTENTS
Overview
Fund Goals, Strategies, Risks and Performance
Growth Fund
Capital Fund
Emerging Growth Fund
Investor Expenses
Financial Highlights
Your Account
How to Purchase Shares
How to Redeem Shares
Exchange Privileges
Shareholder Services
Fund Details
Dividends and Distributions
Taxes
Business Structure
Management of the Funds
Distribution Plan
Calculation of Share Price
Investments in Other Securities and Limitations
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Each of the Kobrick Funds uses a growth oriented strategy. Generally,
funds that use a growth oriented strategy seek to invest in stocks of companies
that are growing faster than the economy as a whole. While many growth oriented
funds invest in companies of all sizes, a growth strategy that focuses on
smaller companies is generally considered to be more aggressive than one that
focuses on large companies. You should also consider the following:
. an investment in any of the Funds should be part of a balanced
investment program
. the Funds are generally for investors with longer-term investment
horizons
. there is a risk that you could lose money by investing in any of the
Funds and there is no assurance that a Fund will achieve its
investment objectives
An investment in a Fund is not a deposit of the bank and is not insured or
guaranteed by the Deposit Insurance Corporation or any other government agency.
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FUND GOALS, STRATEGIES, RISKS AND PERFORMANCE
The Kobrick Funds family of funds is designed to offer investors a range of
growth-oriented equity investment opportunities. Each Fund has its own
objective and investment strategy, presenting you with an opportunity to invest
in funds with different investment strategies and risk profiles that may respond
differently under various market conditions.
KOBRICK GROWTH FUND: The investment objective of the Growth Fund is to
provide long-term growth of capital by investing primarily in equity securities
of companies with large capitalizations believed by the Fund's investment
manager to have better than average long-term growth potential.
The Growth Fund may be appropriate for investors who seek one or more of
the following:
. growth of capital over the long-term without the need for current
income
. a fund emphasizing more mature companies with consistent earnings
growth
. a fund to complement a portfolio of more aggressive investments
KOBRICK CAPITAL FUND: The investment objective of the Capital Fund is to
seek maximum capital appreciation by investing primarily in equity securities of
companies with small, medium and large capitalizations.
The Capital Fund may be appropriate for investors who seek one or more of
the following:
. a fund emphasizing growth stocks
. a fund with flexibility to emphasize different capitalizations of
companies as market conditions change
. a fund to complement a portfolio of more conservative investments
KOBRICK EMERGING GROWTH FUND: The investment objective of the Emerging
Growth Fund is to provide growth of capital by investing primarily in equity
securities of emerging growth companies, with emphasis on companies with small
capitalizations.
The Emerging Growth Fund may be appropriate for investors who seek one or
more of the following:
. growth of capital over the long-term
. a more aggressive fund emphasizing small and emerging companies
. a fund to complement a portfolio of more conservative investments
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GROWTH FUND
FUNDAMENTAL GOAL AND STRATEGY. The Growth Fund's goal is to provide
long-term growth of capital. It seeks to achieve this goal by investing
primarily in equity securities of large capitalization companies which the
Kobrick Funds LLC (the "Investment Manager") believes have better than average
long-term growth potential.
The Growth Fund invests in a diversified portfolio of securities of larger,
more established companies in a broad range of industries. In selecting stocks
for this Fund, the Investment Manager seeks to invest in companies which offer
the greatest potential for profitable expansion and sustained growth and which
have:
. management that can execute
. a sound business strategy
. expected growth in earnings
. compelling valuations
The valuations are based on a variety of measures including price/earnings to
growth rates, price to book value and price to sales. The Investment Manager's
decision as to which investments to buy and sell may be made based upon any one
or more of these factors. Potential income is not a major factor in the
selection of investments.
Under normal market conditions, the Growth Fund expects to be primarily
invested in equity securities of large capitalization companies. It is
anticipated that most of these securities will be traded or listed on a major
securities exchange. However, the Growth Fund may invest at any time up to 35%
of its total assets in other types of securities (including corporate bonds and
securities of the U.S. Government) and in smaller capitalization and emerging
growth companies.
PORTFOLIO RISKS As the Growth Fund invests primarily in stocks, its major
risks are those commonly associated with stock investing. As with any growth
fund, these include the potential for fluctuation in the value of your
investment resulting from the risk of changing economic and market conditions
and the risk of declining fundamentals associated with individual companies or
industries that the Growth Fund is invested in. Growth stocks are generally
more sensitive to market movements than other types of stocks, primarily because
their stock prices are based heavily on future expectations. Because of these
and other risks, the Growth Fund may underperform certain other stock funds
during periods when large company stocks in general are out of favor.
PORTFOLIO MANAGER Frederick R. Kobrick, CFA, is the portfolio manager of
the Growth Fund. See "Fund Details - Management of the Funds" for a summary of
Fred Kobrick's experience.
PERFORMANCE Since the Growth Fund has only been in existence since
September 1, 1998, its performance and its comparison to broad based indexes are
not permitted to be included
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in this prospectus. The Growth Funds' performance is generally compared to the
S&P 500 Index and the Lipper Large Company Funds Index.
CAPITAL FUND
FUNDAMENTAL GOAL AND STRATEGY The Capital Fund's goal is to seek maximum
capital appreciation. It seeks to achieve this goal by investing primarily in
equity securities of companies with small, medium and large capitalizations,
including those the Investment Manager believes are undervalued special
situations and emerging growth companies.
The Capital Fund's investment objective provides flexibility to emphasize
companies with a broad range of capitalizations as market conditions change. At
different times, the Capital Fund may emphasize a particular size or type of
company. In selecting investments for the Capital Fund, the Investment Manager
generally seeks companies in a wide variety of industries and considers a
variety of factors, including:
. the strength of a company's management team
. expected growth in earnings
. relative financial condition
. competitive position and business strategy
. entrepreneurial character
. new or innovative products, services or processes
The Investment Manager's decision as to which investments to buy and sell may be
made based upon any one or more of these factors.
The Capital Fund also invests in emerging growth companies and companies
considered by the Investment Manager to be undervalued special situations. The
Investment Manager considers a special situation company to be one which,
because of unique circumstances, is an attractive investment. For example, a
unique circumstance may be a company's ability to fill a particular business
niche. The Investment Manager considers emerging growth companies to be those
companies which are less mature and have the potential to grow substantially
faster than the economy.
Under normal market condition, the Capital Fund expects to be primarily
invested in equity securities of companies with small, medium and large
capitalizations. It is anticipated that most of those securities will be traded
or listed on a major securities exchange. However, the Capital Fund may invest
at any time up to 35% of its total assets in other types of securities,
including corporate bonds, securities of the U.S. Government and options.
PORTFOLIO RISKS As the Capital Fund invests primarily in stocks, its major
risks are those commonly associated with stock investing. As with any growth
fund, these include the potential for fluctuation in the value of your
investment. Such fluctuation may result from changing economic and market
conditions and declining fundamentals associated with individual companies or
industries that the Capital Fund is invested in. Growth stocks are generally
more sensitive to market movements than other types of stocks, primarily because
their stock prices are based heavily on future expectations.
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Because the Capital Fund invests in, among other things, undervalued
special situations, emerging growth companies and companies with small
capitalizations, an investment in this Fund involves greater than average risks.
Accordingly, the value of the Capital Fund's shares may fluctuate more widely
than the value of shares of a fund that invests in larger, more established
companies. For instance:
. stocks of small capitalization and emerging growth companies may have
limited marketability and may be subject to more abrupt or erratic
market movements over time than securities of larger companies or the
market as a whole
. these companies may also have limited product lines, markets and
financial resources, may be dependent on entrepreneurial management
and typically reinvest most of their net income in the company and do
not pay dividends
. with special situation companies, the primary risk is that they may
not achieve their expected value because events do not materialize as
anticipated.
As the Capital Fund's investment philosophy provides flexibility to
emphasize different capitalizations of companies as market conditions change, it
may cause the Capital Fund's portfolio turnover rate to be above-average for a
stock fund. High turnover will increase the Capital Fund's transaction costs
and may increase your tax liability.
PORTFOLIO MANAGER Frederick R. Kobrick, CFA, is the portfolio manager of
the Growth Fund. See "Fund Details - Management of the Funds" for a summary of
Fred Kobrick's experience.
PERFORMANCE The following information gives you some indication of the
risks of an investment in the Capital Fund by comparing its performance with two
broad based indexes of market performance.
AVERAGE ANNUAL RETURN
Capital Fund (since inception 12/31/97) +50.0%
Russell 3000 Index +22.3%
Lipper Capital Appreciation Funds Index +20.0%
CAPITAL FUND PERFORMANCE
[GRAPH APPEARS HERE]
Best quarter: up 40.32%, fourth quarter 1998 Worst quarter: down 13.86%, third
quarter 1998
The two unmanaged indexes above are shown for comparative purposes. The
Russell 3000 Index is an unmanaged index of the 3,000 largest companies based on
total market capitalization. The Lipper Capital Appreciation Funds Index shows
the performance of a category of mutual funds with similar investment
objectives. As you know, past performance does not guarantee future results.
The Capital Fund's performance reflects a partial waiver of fees without which
the total return would have been lower (see "Investor Expenses").
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EMERGING GROWTH FUND
FUNDAMENTAL GOAL AND STRATEGY The Emerging Growth Fund's goal is to
provide growth of capital by investing primarily in equity securities of
emerging growth companies, with emphasis on companies with small
capitalizations.
The Investment Manager considers emerging growth companies to be those
companies which are less mature and have the potential to grow substantially
faster than the economy. The Emerging Growth Fund primarily invests in
companies with small market capitalizations. These companies are generally of
the size of companies included in the Russell 2000 Index, which is a commonly
used index of small stock performance. The median market capitalization in this
index as of December 31, 1998 was approximately $560 million and the largest
market capitalization in this index as of such date was approximately $3.2
billion. Levels of capitalization and the companies constituting the Russell
2000 Index could vary over time because of market conditions and other factors
relating generally to small capitalization companies and investments in such
companies. While a company's market capitalization may be small at the time the
Emerging Growth Fund first invests in the company, the Emerging Growth Fund may
continue to hold and acquire shares of the company after its market
capitalization increases.
Small and emerging growth companies that are good candidates for the
Emerging Growth Fund can be found in a variety of industries. In selecting
investments for the Fund, the Investment Manager considers a variety of factors,
including:
. the strength of a company's management team
. expected growth in earnings
. relative financial condition
. cash flow
. competitive position and business strategy
. overall potential as an enterprise
. new or innovative products, services or processes.
The Investment Manager's decision as to which investments to buy and sell may be
made based upon any one or more of these factors.
Under normal market conditions, the Emerging Growth Fund expects to be
primarily invested in equity securities of emerging growth companies, with
emphasis on companies with small capitalizations. It is anticipated that most
of the securities will be traded or listed on a major securities exchange.
However, the Emerging Growth Fund may invest at any time up to 35% of its total
assets in other types of securities (including corporate bonds and securities of
the U.S. Government) and in securities issued by larger, more mature companies
and undervalued special situation companies.
PORTFOLIO RISKS As the Emerging Growth Fund invests primarily in stocks,
its major risks are those commonly associated with stock investing. As with any
growth fund, these include the potential for fluctuation in the value of your
investment resulting from the risk of
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changing economic and market conditions and the risk of declining fundamentals
associated with individual companies or industries that the Emerging Growth Fund
is invested in. Growth stocks are generally more sensitive to market movements
than other types of stocks, primarily because their stock prices are based
heavily on future expectations.
Because the Emerging Growth Fund invests in, among other things, emerging
growth companies and companies with small capitalizations, an investment in this
Fund involves greater than average risks. Accordingly, the value of the
Emerging Growth Fund's shares may fluctuate more widely than the value of shares
of a fund that invests in larger, more established companies. For instance:
. stocks of small capitalization and emerging growth companies may have
limited marketability and may be subject to more abrupt or erratic
market movements over time than securities of larger companies or the
market as a whole
. these companies may also have limited product lines, markets and
financial resources, may be dependent on entrepreneurial management
and typically reinvest most of their net income in the company and do
not pay dividends.
The Emerging Growth Fund's investment approach, which may include short-
term trading, could cause the Emerging Growth Fund's portfolio turnover rate to
be above-average for a stock fund. High turnover will increase the Emerging
Growth Fund's transactions costs and may increase your tax liability.
PORTFOLIO MANAGER Michael T. Carmen, CFA, is the portfolio manager of the
Emerging Growth Fund. See "Fund Details - Management of the Funds" for a
summary of Michael Carmen's experience.
PERFORMANCE The following information gives you some indication of the
risks of an investment in the Emerging Growth Fund by comparing its performance
with two broad based indexes of market performance.
AVERAGE ANNUAL RETURN
Emerging Growth Fund (since inception 12/31/97) +39.5%
Russell 2000 Index - 3.4%
Lipper Small Company Funds Index - 0.8%
EMERGING GROWTH FUND PERFORMANCE
[GRAPH APPEARS HERE]
Best quarter: up 37.57%, fourth quarter 1998 Worst quarter: down 19.27%, third
quarter 1998
The two unmanaged indexes above are shown for comparative purposes. The
Russell 2000 Index is an unmanaged index of 2,000 small capitalization U.S.
stocks and is a commonly used index of U.S. small stock performance. The Lipper
Small Company Funds Index shows the performance of a category of mutual funds
with similar goals. As you know, past performance
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does not guarantee future results. The Emerging Growth performance reflects a
partial waiver of fees without which the total return would have been lower (see
"Investor Expenses").
INVESTOR EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
Kobrick Kobrick Kobrick
Growth Fund Capital Fund Emerging Growth Fund
<S> <C> <C> <C>
Sales Charge Imposed on Purchases............................................. None None None
Sales Charge Imposed on Reinvested Dividends.................................. None None None
Deferred Sales Charge......................................................... None None None
Redemption Fees (a)........................................................... None None None
Exchange Fees................................................................. None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
(estimated as a percentage of average net assets)
<TABLE>
<CAPTION>
Kobrick Kobrick Kobrick
Growth Fund Capital Fund Emerging Growth Fund
<S> <C> <C> <C>
Management Fees................................................. 1.00% 1.00% 1.00%
Distribution (12b-1 Fees)....................................... 0.25% 0.25% 0.25%
Other Expenses (b).............................................. 1.00% 0.96% 0.99%
----- ----- -----
Total Fund Operating Expenses................................... 2.25% 2.21% 2.24%
Fee Waiver and/or Expense Reimbursement (b)..................... (0.85%) (0.46%) (0.49%)
----- ----- -----
Net Expense..................................................... 1.40% 1.75% 1.75%
===== ===== =====
</TABLE>
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(a) Remittance of redemption proceeds by wire is subject to a wire transfer fee
(currently $10). Redemptions processed through securities dealers may be
subject to a processing charge by such securities dealers.
(b) The Investment Manager has agreed to cap the amount of Other Expenses at
.50% for the Capital Fund and Emerging Growth Fund and .15% for the Growth Fund.
Accordingly, to the extent Other Expenses exceed the amount of the respective
cap, the Investment Manager will reduce its fees and/or reimburse the Funds for
certain expenses. For the Capital Fund and the Emerging Growth Fund, which
commenced operations on January 2, 1998, Other Expenses are based upon expenses
incurred during its fiscal year ended September 30, 1998. For the Growth Fund
(which commenced operation on September 1, 1998), Other Expenses are based upon
projected expenses for the fiscal year ending September 30, 1999. If the
Investment Manager had not agreed to the cap and if the reimbursements and
waivers were not voluntarily reduced or eliminated for a Fund, performance would
be reduced accordingly.
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EXAMPLE
The following hypothetical example illustrates what your expenses would be
if you invested $10,000 for the time periods indicated assuming you reinvested
all dividends and distributions, operating expenses remain the same and the
average annual return is 5%. This example is for comparison purposes only, as
actual returns and expenses may be greater or less than shown.
<TABLE>
<CAPTION>
Kobrick Kobrick Kobrick
Growth Fund Capital Fund Emerging Growth Fund
<S> <C> <C> <C>
After 1 year $ 143 $ 178 $ 178
After 3 years $ 443 $ 551 $ 551
After 5 years $ 766 $ 949 $ 949
After 10 years $1,680 $2,062 $2,062
</TABLE>
FINANCIAL HIGHLIGHTS
The financial highlights table, which has been audited by PricewaterhouseCoopers
LLP, the Funds' independent accountants, is intended to help you understand the
Funds' financial performance. The top section of the table shows financial
results for a single share of a Fund. Total return figures assume reinvestment
of all dividends and distributions.
FOR THE PERIODS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
KOBRICK KOBRICK KOBRICK
CAPITAL FUND (1) EMERGING GROWTH FUND (1) GROWTH FUND (2)
----------------- -------------------------- ---------------
<S> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD.. $ 10.00 $ 10.00 $10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (3) (6)......... (0.127) (0.107) 0.003
Net Gains on Securities (both
Realized and Unrealized) (7)......... 0.837 0.247 0.317
------- ------- ------
TOTAL FROM INVESTMENT OPERATIONS........ 0.710 0.140 0.320
======= ======= ======
NET ASSET VALUE AT END OF PERIOD........ $ 10.71 $ 10.14 $10.32
======= ======= ======
TOTAL RETURN (4)........................ 7.10% 1.40% 3.20%
RATIOS & SUPPLEMENTAL DATA
Net Assets at End of Period
(in Thousands)...................... $27,463 $18,330 $1,054
Ratio of Operating Expenses to
Average Net Assets (3) (5)........... 1.75% 1.75% 1.40%
Ratio of Net Investment Income to
Average Net Assets (5)............... (1.38%) (1.16%) 0.32%
Portfolio Turnover Rate(4)............ 349.77% 286.87% 10.66%
</TABLE>
(1) For the period January 2, 1998 (commencement of investment operations)
through September 30, 1998.
(2) For the period September 1, 1998 (commencement of investment operations)
through September 30, 1998.
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(3) Net investment income (loss) is after waiver/reimbursement of certain
expenses by the Investment Manager and the transfer agent. Had the
Investment Manager and transfer agent not undertaken to waive or reimburse
expenses related to the Fund, the Net Investment Loss per share and Ratio
of Operating Expenses to Average Net Assets would have been as follows for
the Capital Fund, the Emerging Growth Fund and the Growth Fund: ($0.189),
($0.230), ($0.248) and 2.21%, 2.24%, 11.11%, respectively.
(4) Not annualized.
(5) Annualized.
(6) Computed using the average shares method.
(7) Amount shown for a share outstanding for the Emerging Growth Fund does not
correspond with aggregate net gain (loss) on investments in the Fund's
Statement of Operations for the nine month period ended September 30, 1998,
due to the timing of sales and repurchases of fund shares in relation to
fluctuating market values of the investments of the Fund.
YOUR ACCOUNT
HOW TO PURCHASE SHARES
OPENING AN ACCOUNT.
Your initial investment in a Fund must be at least $2,500 ($1,000 for tax
deferred retirement plans and accounts opened with the Automatic Investment
Plan). A Fund may accept certain accounts with less than the stated minimum
initial investment. You may open an account and make an initial investment in
any or all of the Funds by sending a completed and executed account application
together with a check for the total purchase amount to one of the following
addresses:
First Class Mail: Kobrick Funds
P.O. Box 8075
Boston, Massachusetts 02266-8075
Overnight Mail: Kobrick Funds
c/o Boston Financial Data Services, Inc.
66 Brooks Drive
Braintree, Massachusetts 02184-3839
Checks should be in U.S. dollars, drawn on a U.S. bank and made payable to
"Kobrick Funds." You may also purchase shares by instructing your bank to wire
transfer money to the Funds' custodian bank (not available for IRA accounts).
Your bank may charge you a fee for sending the wire transfer. If you are
opening a new account by wire transfer, you must first call the Funds at 1-888-
KCFUND1 (1-888-523-8631) to request a new account number. The instructions for
making a wire transfer are as follows:
State Street Bank & Trust Company
Attn: Kobrick Funds
Boston, MA 02110
Routing # 0110-0002-8
Deposit DDA # 9905-343-1
Specify the Fund, your name and the account number of your account
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Neither the Funds nor the Trust will be responsible for the consequences of
delays, including delays in the banking or Federal Reserve wire transfer
systems.
SUBSEQUENT INVESTMENTS.
Subsequent purchases of shares in a Fund may be made for a minimum of at
least $50 per purchase (or such higher amount as the Investment Manager may from
time to time determine) in any of the following ways:
BY MAIL: You may send a check made payable to Kobrick Funds with either
the stub from your Fund account confirmation statement or a note indicating
the amount of the purchase, the Fund(s) name, your account number and the
name in which your account is registered to Kobrick Funds at one of the
addresses listed above for initial investments.
BY WIRE TRANSFER: You may instruct your bank to wire transfer money to
the Funds' custodian bank (not available for IRA accounts) in the manner
described above.
BY TELEPHONE: If you establish your Fund account with electronic transfer
privileges, you may make electronic transfers from your designated bank
account to purchase shares by calling the Fund at 1-888-KCFUND1 (1-888-523-
8631). This election may be made on your initial application or by
subsequently writing to the Fund, with your signature guaranteed (see
further discussion below).
BY AUTOMATIC INVESTMENT: You can make subsequent investments automatically
by electing the Automatic Investment Plan. Purchases may be made monthly or
quarterly by automatically deducting $50.00 or more from your bank checking
or savings account. The minimum initial investment required to establish an
Automatic Investment Plan for a Fund is $1,000. You may cancel the
Automatic Investment Plan at any time and the Funds reserve the right to
immediately terminate your Automatic Investment Plan in the event that any
item is returned unpaid by your financial institution.
EXCHANGE.
You may establish an account for a Fund and make subsequent purchases of
shares of the Fund by exchanging shares of another Fund, at net asset value.
Shares of the Funds may also be purchased by exchanging your shares at net asset
value of the SSgA/SM/ US Government Money Market Fund, a portfolio of the SSgA
Funds. The establishment of an account and subsequent purchases are subject to
the minimum requirements described above and to other restrictions described
below under "Exchange Privileges." Purchases by exchange may be made by mail
or by telephone in the manner described above. An exchange results in a sale of
fund shares, which may cause you to recognize a capital gain or loss. Prior to
making an exchange into the SSgA US Government Money Market Fund, you should
obtain from the Funds' transfer agent, and carefully read, the prospectus for
the SSgA US Government Money Market Fund.
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POINTS TO REMEMBER FOR ALL INITIAL AND SUBSEQUENT INVESTMENTS.
All requests received by the Funds' Transfer Agent by 4:00 p.m., Eastern
time, will be executed the same day at that day's closing share price. Orders
received after 4:00 p.m. will be executed the following day, at that day's
closing share price.
You may purchase or redeem shares of the Funds directly or through certain
investment dealers, banks or other institutions. Any such purchase or
redemption generally will not be effective until the order or request is
received by the Fund, in good order; it is the responsibility of the dealer,
bank or other institution to transmit your order or request promptly. These
institutions may impose charges for their services.
The Funds will not accept cash, drafts, third party checks or checks drawn
on banks outside of the United States. The Funds consider all requests for
purchases, checks and other forms of payment to be received when they are
received in good order by the applicable Fund. If your order to purchase shares
of any of the Funds is canceled because your check does not clear, you will be
responsible for any resulting expenses or fees incurred by such Fund or its
Transfer Agent. Certain accounts (such as trust accounts, corporate accounts
and custodial accounts) may be required to furnish additional documentation to
make an initial investment.
HOW TO REDEEM SHARES
You may redeem shares of the Funds at the applicable net asset value next
calculated after your request is received in good order by the Transfer Agent.
Redemptions must be for at least $250 or the balance of your investment in the
applicable Fund. Redemption proceeds will generally be sent within seven days
after a request in good order is received (or possibly longer if you attempt to
redeem shares within 15 days after they have been purchased).
You may redeem shares directly in any of the following ways (redemptions
processed through securities dealers may be subject to processing charges):
BY MAIL: Send your written request to one of the addresses listed for
making an initial investment. Your redemption request must include account
number, transaction amount (in dollars or shares), signatures of all owners
exactly as registered on the account, signature guarantees (if required, as
described below) and any other supporting legal documentation. Once mailed
to us, your redemption request is irrevocable and cannot be modified or
canceled.
BY TELEPHONE: You may call the Funds at 1-888-KCFUND1 (1-888-523-8631) to
redeem your shares (less than $50,000). Once made, your telephone request
cannot be modified or canceled. You will automatically have the telephone
redemption plan unless you decline it on your application. You may not
redeem shares by telephone held in an IRA account.
BY AUTOMATIC REDEMPTION: You may automatically redeem a fixed dollar
amount of shares each month or quarter and have the proceeds sent by check
to you or deposited by
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electronic transfer into your bank account by contacting the Funds to
establish such an arrangement. You can elect this feature only if the
balance in the applicable Fund is at least $10,000 and you may cancel it at
any time.
SIGNATURE GUARANTEE: A request for redemption must be made in writing and
include a signature guarantee if any of the following situations applies:
. You wish to redeem $50,000 or more worth of shares;
. Your name has changed by marriage or divorce (send a letter indicating
your account number and old and new names, signing the letter in both
the old and new names and having both signatures guaranteed);
. Your address has changed within the last 30 days;
. You request that the check be mailed to an address different from the
one on your account (address of record);
. You request that the check be made payable to someone other than the
account owner; or
. You are instructing the Fund to wire the proceeds to a bank or
brokerage account and have not signed up for the telephone redemption
by wire plan.
You should be able to obtain a signature guarantee from a bank, broker-
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency or savings association. A notary public
cannot provide a signature guarantee.
If you elect to wire transfer proceeds from a redemption to any commercial
bank or brokerage firm in the United States, a processing fee (currently $10)
will be deducted from the redemption proceeds. Your bank or brokerage firm may
also impose a fee for processing the wire. In the event the wire transfer of
funds is impossible or impractical, the redemption proceeds will be sent by mail
to the designated account.
Redemptions may be suspended or payment dates postponed on days when the
New York Stock Exchange is closed, when trading on the New York Stock Exchange
is restricted or as permitted by the Securities and Exchange Commission.
Certain accounts (such as trust accounts, corporate accounts and custodial
accounts) may be required to furnish additional documentation to complete a
redemption. Call the Funds at 1-888-KCFUND1 (1-888-523-8631) for more
information.
If a check representing redemption proceeds cannot be delivered by the U.S.
Postal Service or if your check remains uncashed for six months, the check will
be canceled and the proceeds will be reinvested in your account at the then
current applicable net asset value, In addition, if you have an Automatic
Redemption Plan, it will automatically be canceled and future withdrawals will
be permitted only when requested. The Funds also reserve the right, due to the
expenses of maintaining small accounts, to redeem shares in any Fund and send
the
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proceeds to the owner if the shares in the account do not have a value of at
least $2,500 ($1,000 for tax-deferred retirement plans and accounts opened with
the Automatic Investment Plan). A shareholder is notified that the account is
below the minimum and allowed 30 days to bring the account value up to the
minimum.
EXCHANGE PRIVILEGES
Shares of a Fund may be exchanged for shares of any other Kobrick Fund, at
net asset value. Shares of a Fund may also be exchanged for shares at net asset
value of the SSgA US Government Money Market Fund, which is a portfolio of the
SSgA Funds. The SSgA Funds is an open-end management investment company with
multiple portfolios (commonly known as a mutual fund), advised by State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and
not affiliated with the Funds, the Trust, or the distributor of the Funds'
shares. The SSgA US Government Money Market Fund's fundamental investment
objective is to maximize current income to the extent consistent with the
preservation of capital and liquidity, and the maintenance of a stable $1.00 per
share net asset value, by investing in obligations of the US Government or its
agencies or instrumentalities with remaining maturities of one year or less.
Prior to making such an exchange, you should obtain from the Funds' transfer
agent and carefully read the prospectus for the SSgA US Government Money Market
Fund. The exchange privilege does not constitute an offering or recommendation
on the part of the Funds, the Trust or the distributor of the Funds' shares of
an investment in the SSgA US Government Money Market Fund. Investments in the
SSgA Funds are neither insured nor guaranteed by the US Government. There is no
assurance that the SSgA US Government Money Market Fund will maintain a stable
net asset value of $1.00 per share. All shareholder services regarding your
investment in the SSgA US Government Money Market Fund will be handled by the
Kobrick Funds by calling 1-888-KCFUND1 (1-888-523-8631). You will not be
permitted to exchange shares of any Fund or of the SSgA US Government Money
Market Fund to any other fund portfolio of the SSgA Funds.
You may request an exchange by mail or by telephone by following the
redemption procedures described above under "How to Redeem Shares" and
indicating the shares of the fund to be purchased by exchange. Exchanges between
accounts can be made only if the accounts are registered in the same name(s),
address and social security or tax identification number. The Funds require
each exchange to be a minimum of $50 ($100 for exchanges into or out of the SSgA
US Government Money Market Fund) subject to any higher amount required by the
fund in which the shares are being acquired. An exchange will be effected at
the next determined net asset value after receipt of a request by the Fund.
Each Fund reserves the right, on 30 days prior notice, to limit the number of
times an exchange may be made by any shareholder within a specified period of
time.
Exchanges are subject to applicable requirements, including any minimum
initial investments and may only be made for shares of funds then offered for
sale in your state of residence. An exchange results in a sale of fund shares,
which may cause you to recognize a capital gain or loss. Before making an
exchange, contact the transfer agent to obtain a current prospectus and more
information about exchanges among the funds. This exchange privilege is not an
offering or recommendation of any other securities.
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SHAREHOLDER SERVICES
You may contact the Funds concerning your account or for additional
information about the shareholder services described in this prospectus by
calling 1-888-KCFUND1 (1-888-523-8631) during the Funds' business hours from
8:00 a.m. to 6:00 p.m., Eastern time, Monday through Friday. In addition to the
Automatic Investment Plan, the Automatic Redemption Plan, the exchange
privileges and the other services described in this prospectus, the Funds offer
the following shareholder services:
24 HOUR SERVICES. You may obtain your account balances, each Fund's daily
net asset value and certain other information at any time by calling the Funds
at 1-888-KCFUND1 (1-888-523-8631).
WEB SITE. You may visit the Funds' web site (http://www.kcfund.com) to
send an e-mail to the Funds, read manager profiles, market perspectives and
recent articles and obtain each Fund's daily net asset value and additional
information.
RETIREMENT PLANS AND IRA ACCOUNTS. Shares of the Funds may be purchased
directly by existing retirement plans which allow such investments. In
addition, qualified individuals may establish a traditional or Roth IRA. State
Street Bank and Trust Company acts as custodian for these IRAs and you will be
charged an annual custodian fee (currently $10).
DIRECT DEPOSIT PLANS. Shares of the Funds may be purchased through direct
deposit plans offered by certain employers and government agencies. These plans
enable a shareholder to have all or a portion of his or her payroll or social
security checks transferred automatically to purchase shares of the Funds. This
plan can be established with a minimum initial investment of $1,000 and
subsequent investments of at least $50.
REPORTING TO SHAREHOLDERS. You will receive a confirmation statement each
time you purchase, redeem or exchange shares. Shares purchased by reinvestment
of dividends and shares purchased or redeemed pursuant to an automatic plan will
be confirmed to you quarterly. The Funds will send to you quarterly reports
showing the value of your account at the close of the preceding quarter and
showing all distributions, purchases, exchanges and redemptions during the
quarter. The Funds will provide you annually with tax information and a new
prospectus. You will also receive audited annual financial statements and semi-
annual financial reports on the Funds' operations and performance.
TELEPHONE TRANSACTIONS. As described in this prospectus, the Funds allow
you to transact much of your business by telephone. Neither the Trust, the
Funds, the Transfer Agent nor their respective officers, trustees, directors,
employees or agents will be responsible for any losses, fees or expenses
resulting from unauthorized transactions initiated by telephone if the Transfer
Agent follows reasonable procedures designed to verify the identity of the
caller. You should verify the accuracy of telephone conversations immediately
upon receipt of your confirmation.
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The Funds reserve the right to modify or terminate any of the services
described in this prospectus or to charge a fee for certain services if notice
is first provided to you.
FUND DETAILS
DIVIDENDS AND DISTRIBUTIONS
Each Fund expects to distribute any net realized capital gains and net
investment income at least once each year. Distributions are paid according to
one of the following options:
Reinvestment Option Income distributions and capital gains distributions
will automatically be reinvested in additional
shares of the Fund.
Income Option Income distributions and short-term capital gains
distributions will be paid in cash to you; long-term
capital gains distributions will automatically be
reinvested in additional shares of the Fund.
Cash Option Income distributions and capital gains distributions
will be paid to you in cash.
You should indicate your choice of option on your application. If no
option is specified on your application, distributions will automatically be
reinvested in additional shares of the applicable Fund. All reinvestments will
be based on the net asset value in effect on the record date of the
distribution.
If you select the Income Option or the Cash Option and the U.S. Postal
Service cannot deliver your check or if your check remains uncashed for six
months, the check will be canceled and the distributions will be reinvested in
your account at the then current applicable net asset value and your account
will be converted to the Reinvestment Option.
TAXES
Each Fund declares dividends, if any, from net investment income annually
and pays any such dividends after year end. Each Fund will also distribute
capital gain net income generally after the end of the fiscal year or as
otherwise required for compliance with tax regulations.
In general, dividends and distributions of net short-term capital gains,
whether paid in cash or reinvested in additional shares, will be taxable for
federal income tax purposes to you as ordinary income, and a portion may be
eligible for the 70% dividends-received deduction for corporations.
Distributions of other net capital gains, whether paid in cash or reinvested in
additional shares, will generally be taxable for federal income tax purposes to
you as long-term capital gains. This is true no matter how long you have owned
your shares. If shares of a Fund which are sold at a loss have been held six
months or less, the loss will be considered as a long-term capital loss to the
extent of any capital gains distributions received. Each Fund will provide
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you with annual information concerning the federal tax status of dividends and
distributions made to you during the preceding calendar year.
Dividends, distributions and proceeds of redemptions of a Fund's shares
paid to you will be subject to a 31% federal backup withholding tax if the Fund
is not provided with your correct taxpayer identification number and
certification that you are not subject to such backup withholding.
BUSINESS STRUCTURE
The Funds are organized as separate series of the Kobrick Investment Trust,
an open-end management investment company organized in October 1997 as a
Massachusetts business trust. The Trust may issue an unlimited number of
shares, in one or more series, each with its own investment objectives, policies
and restrictions, as the Board of Trustees may authorize. Each Fund's fiscal
year ends on September 30th.
The Board of Trustees, which represents shareholder interests, oversees
each Fund's operations, including the hiring of the investment manager and other
major service providers. The Trust does not hold regular shareholder meetings,
but may call meetings when matters arise that require shareholder approval, such
as amendments to the Investment Management Agreement and proposed changes in a
Fund's fundamental restrictions.
MANAGEMENT OF THE FUNDS
The Funds' investment manager is Kobrick Funds LLC, 101 Federal Street,
Boston, Massachusetts 02110. The Investment Manager is responsible for managing
the investments and business affairs of the Funds and is paid an annual
management fee equal to 1.00% of the average net assets of each Fund.
The Investment Manager was formed in December 1998 as the result of a
reorganization of the Funds' former investment manager, Kobrick-Cendant Funds,
Inc. This reorganization did not involve any change of actual control or
management of the Investment Manager. Frederick R. Kobrick and Michael T.
Carmen own all of the issued and outstanding "common" class, voting securities
of the Investment Manager. Cendant Corporation of Parsippany, New Jersey, owns,
indirectly through a wholly-owned subsidiary, all of the issued and outstanding
"preferred" class, non-voting securities of the Investment Manager, together
with warrants which, if exercised, could result in Cendant Corporation (or its
subsidiary) owning a majority of the total issued and outstanding "common"
class, voting securities of the Investment Manager.
The following individuals are the portfolio managers for the Funds:
Frederick R. Kobrick, CFA, is the portfolio manager of the Capital Fund and
the Growth Fund. He has been in the investment business for more than 27 years.
For the 12 year period immediately prior to becoming President of Kobrick Funds
LLC in 1997, he was an equity portfolio manager at State Street Research &
Management Company, where he served as Senior Vice President since 1989 and as a
member of the firm's Equity Investment Committee since 1985.
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Michael T. Carmen, CFA, is the portfolio manager of the Emerging Growth
Fund. He has been in the investment business for more than 10 years. Prior to
becoming Executive Vice President and Secretary - Treasurer of Kobrick Funds LLC
in 1997, he was an equity portfolio manager and Vice President at State Street
Research & Management Company from December 1996 to August 1997 and an associate
portfolio manager from May 1992 to April 1996. From April 1996 to November
1996, he was a portfolio manager for Montgomery Asset Management.
Messrs. Kobrick and Carmen, in addition to serving as the senior officers
of the Investment Manager, are also the principals in private investment
partnerships, and may act in that capacity with respect to other similar
investment partnerships.
Like other financial and business organizations, the Funds could be
adversely affected if computer systems they rely on do not properly process
date-related information and data involving the year 2000 and after. The Funds
and the Investment Manager have and will take steps that they believe are
reasonable to address this problem in their own computer systems and to obtain
assurances that reasonable steps are being taken by the Funds' major service
providers. The Investment Manager does not currently anticipate that the Year
2000 issue will have a material impact on its ability to fulfill its duties as
investment manager.
DISTRIBUTION PLAN
The Trust has adopted a plan of distribution under Rule 12b-1 of the
Investment Company Act of 1940 that allows the Funds to pay directly or to
reimburse the Investment Manager for distribution fees for the sale and
distribution of their shares. The annual limitation for expenses pursuant to
the Plan is .25% of the applicable Fund's average daily net assets. As these
expenses are paid out of each Fund's assets on an ongoing basis, over time these
fees will increase the cost of your investment and may cost you more than paying
other types of sales charges.
CALCULATION OF SHARE PRICE
The Funds are open for business on each day the New York Stock Exchange is
open for business. The share price (net asset value) of the shares of each of
the Funds is determined as of the close of the regular session of trading on the
New York Stock Exchange (traditionally 4:00 p.m., Eastern time). The net asset
value per share of each Fund is calculated by dividing the sum of the value of
the securities held by the applicable Fund plus cash or other assets minus all
liabilities (including estimated accrued expenses) by the total number of shares
outstanding of the applicable Fund, rounded to the nearest cent.
INVESTMENTS IN OTHER SECURITIES AND LIMITATIONS
INVESTMENTS IN OTHER SECURITIES
Although each Fund has its own investment strategy and its own risk/reward
profile, all of the Funds generally expect to invest most of their assets in
equity securities of U.S. companies. However, each Fund may, consistent with
its investment objective and investment limitations, invest in other securities
and engage in other investment practices, some of which are
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described below along with their associated risks. These securities and
practices are described in greater detail in the Statement of Additional
Information.
RESTRICTED AND ILLIQUID SECURITIES. Each Fund may, subject to certain
limitations, invest in securities that are thinly traded or whose resale is
restricted. These securities may be difficult to sell at a desired time and
price. Owning a large percentage of restricted and illiquid securities could
hamper a Fund's ability to raise cash to meet redemptions. Also, because there
may not be an established market price for these securities, the Funds may have
to estimate their value based on procedures adopted by the Board of Trustees,
which means that their valuation (and, to a much smaller extent, the valuation
of the Funds) may have a subjective element.
FOREIGN INVESTMENTS. Foreign securities are generally more volatile than their
domestic counterparts, in part because of higher political and economic risks,
lack of reliable information, and fluctuations in currency exchange rates.
These risks are usually higher in less developed countries.
OPTIONS, FUTURES AND OTHER INSTRUMENTS. The Funds may use options, futures and
other derivatives for hedging (attempting to offset a potential loss in one
position by establishing an interest in an opposite position). The Funds may
also use derivatives for speculation (investing for potential income or capital
gain). While hedging can guard against potential risks, it adds to the Funds'
expenses and can eliminate some opportunities for gains. There is also a risk
that a derivative intended as a hedge may not perform as expected. The main
risks with these securities is that some types can amplify a gain or loss,
potentially earning or losing substantially more money than the actual cost of
the derivative.
SECURITIES LENDING. Each Fund may seek additional income by lending portfolio
securities to qualified institutions having a value of up to 33 1/3% of each
Fund's assets. The Fund will receive cash or cash equivalent (e.g. U.S.
Government obligations) as collateral in an amount at least equal to 100% of the
current market value of the loaned securities plus accrued interest. The
collateral will generally be held in the form received, although cash may be
invested in securities issued or guaranteed by the U.S. Government and/or
irrevocable stand-by letters of credit. By reinvesting cash it receives in
these transactions, the Funds could magnify any gain or loss it realizes on the
underlying investment. If the borrower fails to return the securities and the
collateral is insufficient to cover the loss, the Funds could lose money.
REPURCHASE AGREEMENTS. The Funds may buy securities with the understanding that
the seller, generally an FDIC insured bank, will buy them back with interest at
a later date. If the seller is unable to honor its commitment to repurchase the
securities, the Funds could lose money, although the Funds expect to receive
collateral from the seller at least equal in value to the securities purchased.
BONDS. The value of any bonds held by the Funds is likely to decline when
interest rates rise; this risk is greater for bonds with longer maturities. A
less significant risk is that a bond issuer could default on principal or
interest payments, causing a loss for the Funds.
DEFENSIVE INVESTING. Each Fund may place up to 100% of total assets in cash or
quality short-term debt securities for temporary defensive purposes. A Fund
will only take such defensive
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action when, in the opinion of the Investment Manager, such a position is more
likely to provide protection against adverse market condition than adherence to
the Fund's other investment policies.
INVESTMENT LIMITATIONS
In order to reduce investment risk, each Fund operates under certain
fundamental and nonfundamental investment restrictions. Fundamental
restrictions may not be changed without shareholder approval. Nonfundamental
restrictions may be changed by the Board of Trustees. The following are
certain fundamental and nonfundamental restrictions (see the Statement of
Additional Information for more details) that govern each Fund:
Fundamental Restrictions. Each Fund will not:
. invest more than 25% of its total assets in any particular industry
. purchase any securities on margin
. make short sales of securities or maintain a short position/(1)/
Nonfundamental Restrictions. Each Fund will not:
. invest more than 15% of its net assets in illiquid securities
. invest more than 10% of its net assets in restricted securities/(2)/
. purchase a security of a company if it would result in more than 10%
of the Fund's total assets being invested in the company
(1) Other than short sales against the box.
(2) Excludes Rule 144A securities.
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FOR ADDITIONAL INFORMATION
You can read additional information about the Kobrick Funds from the
following documents:
STATEMENT OF ADDITIONAL INFORMATION (SAI). The SAI contains more detailed
information about the Funds and their investment limitations and policies.
A current SAI has been filed with the Securities and Exchange Commission
and is incorporated by reference into this Prospectus (is legally part of
this prospectus). The SEC maintains a web site (http://www.sec.gov) that
contains the Funds' SAI, material incorporated by reference and other
information regarding the Funds.
ANNUAL AND SEMIANNUAL REPORTS. Additional information about the Funds'
investments is available in the Funds' Annual and Semiannual reports to
shareholders. In the Annual Report, you will find a discussion of the
market conditions and investment strategy that significantly affected the
Funds' performance during its last fiscal year.
You may obtain a free copy of the Funds' current Annual/Semiannual report
or SAI by writing or calling us at:
Kobrick Funds
P.O. Box 8075
Boston, MA 02266-8075
1-888-KCFUND1 (1-888-523-8631)
www.kcfund.com
--------------
The Funds' Investment Company Act File Number: 811-08435
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KOBRICK INVESTMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
February 1, 1999
Kobrick Growth Fund
Kobrick Capital Fund
Kobrick Emerging Growth Fund
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the current Prospectus for the Funds of Kobrick Investment
Trust. A copy of the Funds' current Prospectus can be obtained by writing the
Trust at Boston Financial Data Services, Inc. 66 Brooks Drive, Braintree,
Massachusetts 02184-3839, or by calling the Trust nationwide toll-free 888-523-
8631.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Kobrick Investment Trust
101 Federal Street
Boston, Massachusetts 02110
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
THE TRUST............................................................ 1
ADDITIONAL INFORMATION CONCERNING
CERTAIN INVESTMENT TECHNIQUES........................................ 2
DEBT INSTRUMENTS AND PERMITTED CASH INVESTMENTS...................... 9
QUALITY RATINGS OF CORPORATE BONDS AND PREFERRED STOCKS.............. 13
INVESTMENT LIMITATIONS............................................... 15
TRUSTEES AND OFFICERS................................................ 17
THE INVESTMENT MANAGER............................................... 19
DISTRIBUTION PLAN.................................................... 20
SECURITIES TRANSACTIONS.............................................. 21
PORTFOLIO TURNOVER................................................... 23
CALCULATION OF SHARE PRICE........................................... 23
TAXES................................................................ 24
REDEMPTION IN KIND................................................... 25
HISTORICAL PERFORMANCE INFORMATION................................... 25
CUSTODIAN............................................................ 27
AUDITORS............................................................. 27
TRANSFER AGENT....................................................... 28
ADMINISTRATOR........................................................ 28
DISTRIBUTOR.......................................................... 28
FINANCIAL STATEMENTS................................................. 29
</TABLE>
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THE TRUST
Kobrick Investment Trust (the "Trust") was organized as a Massachusetts
business trust on October 10, 1997. The Trust currently offers three series of
shares to investors: the Kobrick Growth Fund, the Kobrick Capital Fund and the
Kobrick Emerging Growth Fund (referred to individually as a "Fund" and
collectively as the "Funds"). Each Fund has its own investment objective and
policies.
Each share of a Fund represents an equal proportionate interest in the
assets and liabilities belonging to that Fund with each other share of that Fund
and is entitled to such dividends and distributions out of the income belonging
to the Fund as are declared by the Trustees. The shares do not have cumulative
voting rights or any preemptive or conversion rights, and the Trustees have the
authority from time to time to divide or combine the shares of any Fund into a
greater or lesser number of shares of that Fund so long as the proportionate
beneficial interest in the assets belonging to that Fund and the rights of
shares of any other Fund are in no way affected. In case of any liquidation of
a Fund, the holders of shares of the Fund being liquidated will be entitled to
receive as a class a distribution out of the assets, net of the liabilities,
belonging to that Fund. Expenses attributable to any Fund are borne by that
Fund. Any general expenses of the Trust not readily identifiable as belonging
to a particular Fund are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. Generally, the
Trustees allocate such expenses on the basis of relative net assets or number of
shareholders. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.
Under Massachusetts law, under certain circumstances, shareholders of a
Massachusetts business trust could be deemed to have the same type of personal
liability for the obligations of the Trust as does a partner of a partnership.
However, numerous investment companies registered under the Investment Company
Act of 1940 have been formed as Massachusetts business trusts and the Trust is
not aware of any instance where such result has occurred. In addition, the
Master Trust Agreement disclaims shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or the
Trustees. The Master Trust Agreement also provides for the indemnification out
of the Trust property for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Moreover, it provides that
the Trust will, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Trust and satisfy any judgment
thereon. As a result, and particularly because the Trust assets are readily
marketable and ordinarily substantially exceed liabilities, management believes
that the risk of shareholder liability is slight and limited to circumstances in
which the Trust itself would be unable to meet its obligations. Management
believes that, in view of the above, the risk of personal liability is remote.
Under the Master Trust Agreement of the Trust, no annual or regular meeting
of shareholders is required. Thus, there will ordinarily be no shareholder
meetings unless required by the Investment Company Act of 1940. At that time, a
meeting of shareholders will be called. Under the Master Trust Agreement, any
Trustee may be removed by vote of two-thirds of the outstanding Trust shares;
holders of 10% or more of the outstanding shares of the Trust can require that
the Trustees call a meeting of shareholders for purposes of voting on the
removal of
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one or more Trustees. In connection with such meetings called by shareholders,
shareholders will be assisted in shareholder communications to the extent
required by applicable law.
ADDITIONAL INFORMATION CONCERNING
CERTAIN INVESTMENT TECHNIQUES
Among other investments described below, each Fund may buy and sell futures
contracts, options on securities, options on securities indices, options on
futures contracts, foreign investments, currencies, repurchase agreements,
reverse repurchase agreements, swap arrangements, and "when issued" securities
and may enter into closing transactions with respect to each of the foregoing,
and invest in other derivatives, under circumstances in which such instruments
and techniques are expected by Kobrick Funds LLC (the "Investment Manager") to
aid in achieving the investment objective of the Funds. Each Fund on occasion
may also purchase instruments with characteristics of both futures and
securities (e.g., debt instruments with interest and principal payments
determined by reference to the value of a currency at a future time) and which,
therefore, possess the risks of both futures and securities investments.
FUTURES CONTRACTS.
Futures contracts are publicly traded contracts to buy or sell underlying
assets, such as certain securities, currencies, or an index of securities, at a
future time at a specified price. A contract to buy establishes a "long"
position while a contract to sell establishes a "short" position.
The purchase of a futures contract on securities or an index of securities
normally enables a buyer to participate in the market movement of underlying
asset or index after paying a transaction charge and posting margin in an amount
equal to a small percentage of the value of the underlying asset or index. Each
Fund will initially be required to deposit with the Trust's custodian or the
broker effecting the futures transaction an amount of "initial margin" in cash
or U.S. Treasury obligations.
Initial margin in futures transactions is different from margin in
securities transactions in that the former does not involve the borrowing of
funds by the customer to finance the transaction. Rather, the initial margin is
like a performance bond or good faith deposit on the contract. Subsequent
payments (called "maintenance margin") to and from the broker will be made on a
daily basis as the price of the underlying assets fluctuates. This process is
known as "marking to market." For example, when a Fund has taken a long
position in a futures contract and the value of the underlying asset has risen,
that position will have increased in value and the applicable Fund will receive
from the broker a maintenance margin payment equal to the increase in value of
the underlying asset. Conversely, when a Fund has taken a long position in a
futures contract and the value of the underlying instrument has declined, the
position would be less valuable, and the applicable Fund would be required to
make a maintenance margin payment to the broker.
At any time prior to expiration of the futures contract, the Fund may elect
to close the position by taking an opposite position which will terminate the
Fund's position in the futures contract. A final determination of maintenance
margin is then made, additional cash is required
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to be paid by or released to the Fund, and the Fund realizes a loss or a gain.
While futures contracts with respect to securities do provide for the delivery
and acceptance of such securities, such delivery and acceptance are seldom made.
Futures contracts will be executed primarily (a) to establish a short
position, and thus protect the Fund from experiencing the full impact of an
expected decline in market value of portfolio holdings without requiring the
sale of holdings, or (b) to establish a long position, and thus to participate
in an expected rise in market value of securities or currencies which the Fund
intends to purchase. Subject to the limitations described below, each Fund may
also enter into futures contracts for purposes of enhancing return. In
transactions establishing a long position in a futures contract, money market
instruments equal to the face value of the futures contract will be identified
by the Fund to the Trust's custodian for maintenance in a separate account to
insure that the use of such futures contracts is unleveraged. Similarly, a
representative portfolio of securities having a value equal to the aggregate
face value of the futures contract will be identified with respect to each short
position. Each Fund will employ any other appropriate method of cover which is
consistent with applicable regulatory and exchange requirements.
OPTIONS ON SECURITIES.
Each Fund may use options on securities to implement its investment
strategy. A call option on a security, for example, gives the purchaser of the
option the right to buy, and the writer the obligation to sell, the underlying
asset at the exercise price during the option period. Conversely, a put option
on a security gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying asset at the exercise price during the option
period.
Purchased options have defined risk, i.e., the premium paid for the option,
no matter how adversely the price of the underlying asset moves, while affording
an opportunity for gain corresponding to the increase or decrease in the value
of the optioned asset.
Written options have varying degrees of risk. An uncovered written call
option theoretically carries unlimited risk, as the market price of the
underlying asset could rise far above the exercise price before its expiration.
This risk is tempered when the call option is covered, i.e., when the option
writer owns the underlying asset. In this case, the writer runs the risk of the
lost opportunity to participate in the appreciation in value of the asset rather
than the risk of an out-of-pocket loss. A written put option has defined risk,
i.e., the difference between the agreed-upon price that a Fund must pay to the
buyer upon exercise of the put and the value, which could be zero, of the asset
at the time of exercise.
The obligation of the writer of an option continues until the writer
effects a closing purchase transaction or until the option expires. To secure
his obligation to deliver the underlying asset in the case of a call option, or
to pay for the underlying asset in the case of a put option, a covered writer is
required to deposit in escrow the underlying security or other assets in
accordance with the rules of the' applicable clearing corporation and exchanges.
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OPTIONS ON SECURITIES INDICES.
Each Fund may engage in transactions in call and put options on securities
indices. For example, a Fund may purchase put options on indices of securities
in anticipation of or during a market decline to attempt to offset the decrease
in market value of its securities that might otherwise result.
Put options on indices of securities are similar to put options on the
securities themselves except that the delivery requirements are different.
Instead of giving the right to make delivery of a security at a specified price,
a put option on an index of securities gives the holder the right to receive an
amount of cash upon exercise of the option if the value of the underlying index
has fallen below the exercise price. The amount of cash received will be equal
to the difference between the closing price of the index and the exercise price
of the option expressed in dollars times a specified multiple. As with options
on securities, a Fund may offset its position in index options prior to
expiration by entering into a closing transaction on an exchange or it may let
the option expire unexercised.
A securities index assigns relative values to the securities included in
the index and the index options are based on a broad market index. Although
there are at present few available options on indices of fixed income
securities, other than tax-exempt securities, or futures and related options
based on such indices, such instruments may become available in the future. In
connection with the use of such options, a Fund may cover its position by
identifying a representative portfolio of securities having a value equal to the
aggregate face value of the option position taken. However, a Fund may employ
any appropriate method to cover its positions that is consistent with applicable
regulatory and exchange requirements.
OPTIONS ON FUTURES CONTRACTS.
An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the period of the option.
OPTIONS STRATEGY.
A basic option strategy for protecting a Fund against a decline in
securities prices could involve (a) the purchase of a put - - thus "locking in"
the selling price of the underlying securities or securities indices -- or (b)
the writing of a call on securities or securities indices held by the Fund - -
thereby generating income (the premium paid by the buyer) by giving the holder
of such call the option to buy the underlying asset at a fixed price. The
premium will offset, in whole or in part, a decline in portfolio value; however,
if prices of the relevant securities or securities indices rose instead of
falling, the call might be exercised, thereby resulting in losing the ability to
participate in the appreciation of the underlying securities or securities
indices.
A basic option strategy when a rise in securities prices is anticipated is
the purchase of a call - - thus "locking in" the purchase price of the
underlying security or other asset. In transactions involving the purchase of
call options by a Fund, money market instruments equal to
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the aggregate exercise price of the options will be identified by the Fund to
the Trust's custodian to insure that the use of such investments is unleveraged.
Each Fund may write options in connection with buy-and-write transactions;
that is, the Fund may purchase a security and concurrently write a call option
against that security. If the call option is exercised in such a transaction,
the Fund's maximum gain will be the premium received by it for writing the
option, adjusted upward or downward by the difference between the Fund's
purchase price of the security and the exercise price of the option. If the
option is not exercised and the price of the underlying security declines, the
amount of such decline will be offset in part, or entirely, by the premium
received.
The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, the Fund's return will be the premium received from
writing the put option minus the amount by which the market price of the
security is below the exercise price.
LIMITATIONS AND RISKS OF OPTIONS AND FUTURES ACTIVITY.
Each Fund will engage in transactions in futures contracts or options
primarily as a hedge against changes resulting from market conditions which
produce changes in the values of its securities or the securities which it
intends to purchase (e.g., to replace portfolio securities which will mature in
the near future) or subject to the limitations described below, to enhance
return. No Fund will purchase any futures contract or purchase any call option
if, immediately thereafter, more than one third of such Fund's net assets would
be represented by long futures contracts or call options. No Fund will write a
covered call or put option if, immediately thereafter, the aggregate value of
the assets (securities in the case of written calls and cash or cash equivalents
in the case of written puts) underlying all such options, determined as of the
dates such options were written, would exceed 25% of such Fund's net assets. In
addition, no Fund may establish a position in a commodity futures contract or
purchase or sell a commodity option contract for other than bona fide hedging
purposes if immediately thereafter the sum of the amount of initial margin
deposits and premiums required to establish such positions for such nonhedging
purposes would exceed 5% of the market value of such Fund's net assets.
Although effective hedging can generally capture the bulk of a desired risk
adjustment, no hedge is completely effective. A Fund's ability to hedge
effectively through transactions in futures and options depends on the degree to
which price movements in its holdings correlate with price movements of the
futures and options.
Some positions in futures and options may be closed out only on an exchange
which provides a secondary market therefor. There can be no assurance that a
liquid secondary market will exist for any particular futures contract or option
at any specific time. Thus, it may not be possible to close such an option or
futures position prior to maturity. The inability to close options and futures
positions also could have an adverse impact on the Fund's ability to effectively
hedge its securities and might in some cases require the Fund to deposit cash to
meet
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applicable margin requirements. The Funds will enter into an option or futures
position only if it appears to be a liquid investment.
FOREIGN INVESTMENTS.
The Funds reserve the right to invest without limitation in securities of
non-U.S. issuers directly, or indirectly in the form of American Depositary
Receipts ("ADRs"), European Depositary Receipts ("EDRs") or similar securities
representing interests in the securities of foreign issuers. Under current
policy, however, each Fund limits such investments, including ADRs and EDRs, to
a maximum of 35% of its total assets.
ADRs are receipts, typically issued by a U.S. bank or trust company, which
evidence ownership of underlying securities issued by a foreign corporation or
other entity. EDRs are receipts issued in Europe which evidence a similar
ownership arrangement. Generally, ADRs in registered form are designed for use
in U.S. securities markets and EDRs are designed for use in European securities
markets. The underlying securities are not always denominated in the same
currency as the ADRs or EDRs. Although investment in the form of ADRs or EDRs
facilitates trading in foreign securities, it does not mitigate all the risks
associated with investing in foreign securities.
ADRs are available through facilities which may be either "sponsored" or
"unsponsored." In a sponsored arrangement, the foreign issuer establishes the
facility, pays some or all of the depository's fees, and usually agrees to
provide shareholder communications. In an unsponsored arrangement, the foreign
issuer is not involved, and the ADR holders pay the fees of the depository.
Sponsored ADRs are generally more advantageous to the ADR holders and the issuer
than are unsponsored ADRs. More and higher fees are generally charged in an
unsponsored program compared to a sponsored facility. Only sponsored ADRs may
be listed on the New York or American Stock Exchanges. Unsponsored ADRs may
prove to be more risky, due to (a) the additional costs involved to the Funds;
(b) the relative illiquidity of the issue in U.S. markets ; and (c) the
possibility of higher trading costs in the over-the-counter market as opposed to
exchange based trading. Each Fund will take these and other risk considerations
into account before making an investment in an unsponsored ADR.
To the extent a Fund invests in securities of issuers in less developed
countries or emerging foreign markets, it will be subject to a variety of
additional risks, including risks associated with political instability,
economies based on relatively few industries, lesser market liquidity, high
rates of inflation, significant price volatility of portfolio holdings and high
levels of external debt in the relevant country.
Although each Fund may invest in securities denominated in foreign
currencies, each Fund values its securities and other assets in U.S. dollars.
As a result, the net asset value of a Fund's shares may fluctuate with U.S.
dollar exchange rates as well as with price changes of the Fund's securities in
the various local markets and currencies. Thus, an increase in the value of the
U.S. dollar compared to the currencies in which a Fund makes its investments
could reduce the effect of increases and magnify the effect of decreases in the
prices of the Fund's securities in their local markets. Conversely, a decrease
in the value of the U.S. dollar will have the opposite
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effect of magnifying the effect of increases and reducing the effect of
decreases in the prices of a Fund's securities in the local markets.
CURRENCY TRANSACTIONS.
Each Fund's dealings in forward currency exchange contracts will be limited
to hedging involving either specific transactions or aggregate portfolio
positions. A forward currency contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are not commodities and are entered into
in the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. Although spot and forward
contracts will be used primarily to protect the Fund from adverse currency
movements, they also involve the risk that anticipated currency movements will
not be accurately predicted, which may result in losses to each Fund. This
method of protecting the value of a Fund's portfolio securities against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange
that can be achieved at some future point in time. Although such contracts tend
to minimize the risk of loss due to a decline in the value of hedged currency,
they tend to limit any potential gain that might result should the value of such
currency increase.
REPURCHASE AGREEMENTS.
Each Fund may enter into repurchase agreements. Repurchase agreements
occur when a Fund acquires a security and the seller, which may be either (i) a
primary dealer in U.S. Government securities or (ii) an FDIC-insured bank having
gross assets in excess of $500 million, simultaneously commits to repurchase it
at an agreed-upon price on an agreed-upon date within a specified number of days
(usually not more than seven) from the date of purchase. The repurchase price
reflects the purchase price plus an agreed-upon market rate of interest which is
unrelated to the coupon rate or maturity of the acquired security. A Fund will
only enter into repurchase agreements involving U.S. Government securities.
Repurchase agreements could involve certain risks in the event of default or
insolvency of the other party, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities. Repurchase
agreements with maturities greater than seven days when combined with other
illiquid securities will be limited to 15% of each Fund's net assets.
REVERSE REPURCHASE AGREEMENTS.
Each Fund may enter into reverse repurchase agreements. However, a Fund
may not engage in reverse repurchase agreements in excess of 5% of the
applicable Fund's total assets. In a reverse repurchase agreement the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed-upon rate. The ability to use
reverse repurchase agreements may enable, but does not ensure the ability of, a
Fund to avoid selling portfolio instruments at a time when a sale may be deemed
to be disadvantageous.
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When effecting reverse repurchase agreements, assets of the applicable Fund
in a dollar amount sufficient to make payment of the obligations to be purchased
are segregated on the applicable Fund's records at the trade date and maintained
until the transaction is settled.
SWAP ARRANGEMENTS.
Each Fund may enter into various forms of swap arrangements with
counterparties with respect to interest rates, currency rates, securities or
indices, including purchase of caps, floors and collars as described below. In
an interest rate swap a Fund could agree for a specific period to pay a bank or
investment banker the floating rate of interest on a so-called notional
principal amount (i.e., an assumed figure selected by the parties for this
purpose) in exchange for agreement by the bank or investment banker to pay the
Fund a fixed rate of interest on the notional principal amount. In a currency
swap a Fund would agree with the other party to exchange cash flows based on the
relative differences in values of a notional amount of two (or more) currencies;
in an index swap, a Fund would agree to exchange cash flows on a notional amount
based on changes in the values of the selected indices. Purchase of a cap
entitles the purchaser to receive payments from the seller on a notional amount
to the extent that the selected index exceeds an agreed upon interest rate or
amount whereas purchase of a floor entitles the purchaser to receive such
payments to the extent the selected index falls below an agreed upon interest
rate or amount. A collar combines a cap and a floor.
Most swaps entered into by a Fund will be on a net basis; for example, in
an interest rate swap, amounts generated by application of the fixed rate and
the floating rate to the notional principal amount would first offset one
another, with the Fund either receiving or paying the difference between such
amounts. In order to be in a position to meet any obligations resulting from
swaps, the applicable Fund will set up a segregated custodial account to hold
appropriate liquid assets, including cash; for swaps entered into on a net
basis, assets will be segregated having a daily net asset value equal to any
excess of the applicable Fund's accrued obligations over the accrued obligations
of the other party, while for swaps on other than a net basis assets will be
segregated having a value equal to the total amount of the applicable Fund's
obligations.
These arrangements will be made primarily for hedging purposes, to preserve
the return on an investment or on a portion of the applicable Fund's portfolio.
However, a Fund may enter into such arrangements for income purposes to the
extent permitted by the Commodities Futures Trading Commission for entities
which are not commodity pool operators, such as the Fund. In entering a swap
arrangement, a Fund is dependent upon the creditworthiness and good faith of the
counterparty. Each Fund attempts to reduce the risks of nonperformance by the
counterparty by dealing only with established, reputable institutions. The swap
market is still relatively new and emerging; positions in swap arrangements may
become illiquid to the extent that nonstandard arrangements with one
counterparty are not readily transferable to another counterparty or if a market
for the transfer of swap positions does not develop. The use of interest rate
swaps is a highly specialized activity which involves investment techniques and
risks different from those associated with ordinary portfolio securities
transactions. If the Investment Manager is incorrect in its forecasts of market
values, interest rates and other applicable factors, the investment performance
of the applicable Fund would diminish compared with what it would have been if
these investment techniques were not used. Moreover, even if
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the Investment Manager is correct in its forecast, there is a risk that the swap
position may correlate imperfectly with the price of the asset or liability
being hedged.
WHEN-ISSUED SECURITIES.
Each Fund may purchase "when-issued" equity securities, which are traded on
a price basis prior to actual issuance. Such purchases will be made only to
achieve a Fund's investment objective and not for leverage. The when-issued
trading period generally lasts from a few days to months, or over a year or
more; during this period dividends on equity securities are not payable. No
dividend income accrues to the Fund prior to the time it takes delivery. A
frequent form of when-issued trading occurs when corporate securities to be
created by a merger of companies are traded prior to the actual consummation of
the merger. Such transactions may involve a risk of loss if the value of the
securities fall below the price committed to prior to the actual issuance. The
Trust's custodian will establish a segregated account for each Fund when it
purchases securities on a when- issued basis consisting of cash or liquid
securities equal to the amount of the when-issued commitments. Securities
transactions involving delayed deliveries or forward commitments are frequently
characterized as when-issued transactions and are similarly treated by each
Fund.
RULE 144A SECURITIES.
Subject to the percentage limitation on illiquid securities noted below
under Investment Limitations, each Fund may buy or sell restricted securities in
accordance with Rule 144A under the Securities Act of 1933 ("Rule 144A
Securities"). Securities may be resold pursuant to Rule 144A under certain
circumstances only to qualified institutional buyers as defined in the rule, and
the markets and trading practices for such securities are relatively new and
still developing; depending on the development of such markets, such Rule 144A
Securities may be deemed to be liquid as determined by or in accordance with
methods adopted by the Trustees. Under such methods the following factors are
considered, among others: the frequency of trades and quotes for the security,
the number of dealers and potential purchasers in the market, marketmaking
activity, and the nature of the security and marketplace trades. Investments in
Rule 144A Securities could have the effect of increasing the level of a Fund's
illiquidity to the extent that qualified institutional buyers become, for a
time, uninterested in purchasing such securities. Also, a Fund may be adversely
impacted by the possible illiquidity and subjective valuation of such securities
in the absence of a market for them.
DEBT INSTRUMENTS AND PERMITTED CASH INVESTMENTS
As indicated in the Funds' Prospectus, a Fund may invest in long-term and
short-term debt securities. Certain debt securities and money market
instruments in which a Fund may invest are described below.
U.S. GOVERNMENT AND RELATED SECURITIES.
U.S. Government securities are securities which are issued or guaranteed as
to principal or interest by the U.S. Government, a U.S. Government agency or
instrumentality, or certain
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mixed-ownership Government corporations as described herein. The U.S. Government
securities in which each Fund invests include, among others:
. direct obligations of the U.S. Treasury, i.e., U.S. Treasury bills,
notes, certificates and bonds;
. obligations of U.S. Government agencies or instrumentalities such as
the Federal Home Loan Banks, the Federal Farm Credit Banks, the
Federal National Mortgage Association, the Government National
Mortgage Association and the Federal Home Loan Mortgage Corporation;
and
. obligations of mixed-ownership Government corporations such as
Resolution Funding Corporation.
U.S. Government securities which each Fund may buy are backed in a variety
of ways by the U.S. Government, its agencies or instrumentalities. Some of
these obligations, such as Government National Mortgage Association mortgage-
backed securities, are backed by the full faith and credit of the U.S. Treasury.
Other obligations, such as those of the Federal National Mortgage Association,
are backed by the discretionary authority of the U.S. Government to purchase
certain obligations of agencies or instrumentalities, although the U.S.
Government has no legal obligation to do so. Obligations such as those of the
Federal Home Loan Banks, the Federal Farm Credit Banks, the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation are backed
by the credit of the agency or instrumentality issuing the obligations. Certain
obligations of Resolution Funding Corporation, a mixed-ownership Government
corporation, are backed with respect to interest payments by the U.S. Treasury,
and with respect to principal payments by U.S. Treasury obligations held in a
segregated account with a Federal Reserve Bank. Except for certain mortgage-
related securities, each Fund will only invest in obligations issued by mixed-
ownership Government corporations where such securities are guaranteed as to
payment of principal or interest by the U.S. Government or a U.S. Government
agency or instrumentality, and any unguaranteed principal or interest is
otherwise supported by U.S. Government obligations held in a segregated account.
U.S. Government securities may be acquired by each Fund in the form of
separately traded principal and interest components of securities issued or
guaranteed by the U.S. Treasury. The principal and interest components of
selected securities are traded independently under the Separate Trading of
Registered Interest and Principal of Securities ("STRIPS") program. Under the
STRIPS program, the principal and interest components are individually numbered
and separately issued by the U.S. Treasury at the request of depository
financial institutions, which then trade the component parts independently.
Obligations of Resolution Funding Corporation are similarly divided into
principal and interest components and maintained as such on the book entry
records of the Federal Reserve Banks.
In addition, each Fund may invest in custodial receipts that evidence
ownership of future interest payments, principal payments or both on certain
U.S. Treasury notes or bonds in connection with programs sponsored by banks and
brokerage firms. Such notes and bonds are held in custody by a bank on behalf
of the owners of the receipts. These custodial receipts are
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known by various names, including "Treasury Receipts" ("TRs"), "Treasury
Investment Growth Receipts" ("TIGRs") and "Certificates of Accrual on Treasury
Securities" ("CATS") , and may not be deemed U.S. Government securities.
Each Fund may also invest from time to time in collective investment
vehicles, the assets of which consist principally of U.S. Government securities
or other assets substantially collateralized or supported by such securities,
such as Government trust certificates.
BANK MONEY INVESTMENTS.
Bank money investments include but are not limited to certificates of
deposit, bankers' acceptances and time deposits. Certificates of deposit are
generally short-term (i.e., less than one year), interest-bearing negotiable
certificates issued by commercial banks or savings and loan associations against
funds deposited in the issuing institution. A banker's acceptance is a time
draft drawn on a commercial bank by a borrower, usually in connection with an
international commercial transaction (to finance the import, export, transfer or
storage of goods). A banker's acceptance may be obtained from a domestic or
foreign bank, including a U.S. branch or agency of a foreign bank. The borrower
is liable for payment as well as the bank, which unconditionally guarantees to
pay the draft at its face amount on the maturity date. Most acceptances have
maturities of six months or less and are traded in secondary markets prior to
maturity. Time deposits are nonnegotiable deposits for a fixed period of time
at a stated interest rate. The Funds will not invest in any such bank money
investment unless the investment is issued by a U.S. bank that is a member of
the Federal Deposit Insurance Corporation ("FDIC"), including any foreign branch
thereof, a U.S. branch or agency of a foreign bank, a foreign branch of a
foreign bank, or a savings bank or savings and loan association that is a member
of the FDIC and which at the date of investment has capital, surplus and
undivided profits (as of the date of its most recently published financial
statements) in excess of $50 million. The Funds will not invest in time
deposits maturing in more than seven days and will not invest more than 10% of
the total assets of the applicable Fund in time deposits maturing in two to
seven days.
U.S. branches and agencies of foreign banks are offices of foreign banks
and are not separately incorporated entities. They are chartered and regulated
either federally or under state law. U.S. federal branches or agencies of
foreign banks are chartered and regulated by the Comptroller of the Currency,
while state branches and agencies are chartered and regulated by authorities of
the respective states or the District of Columbia. U.S. branches of foreign
banks may accept deposits and thus are eligible for FDIC insurance; however, not
all such branches elect FDIC insurance. Unlike U.S. branches of foreign banks,
U.S. agencies of foreign banks may not accept deposits and thus are not eligible
for FDIC insurance. Both branches and agencies can maintain credit balances,
which are funds received by the office incidental to or arising out of the
exercise of their banking powers and can exercise other commercial functions,
such as lending activities.
SHORT-TERM CORPORATE DEBT INSTRUMENTS.
Short-term corporate debt instruments include commercial paper to finance
short-term credit needs (i.e., short-term, unsecured promissory notes) issued by
corporations including but not limited to (a) domestic or foreign bank holding
companies or (b) their subsidiaries or
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affiliates where the debt instrument is guaranteed by the bank holding company
or an affiliated bank or where the bank holding company or the affiliated bank
is unconditionally liable for the debt instrument. Commercial paper is usually
sold on a discounted basis and has a maturity at the time of issuance not
exceeding nine months.
COMMERCIAL PAPER RATINGS.
Commercial paper investments at the time of purchase will be rated within
the "A" major rating category by Standard & Poor's Corporation ("S&P") or within
the "Prime" major rating category by Moody's Investor's Service, Inc.
("Moody's"), or, if not rated, issued by companies having an outstanding long-
term unsecured debt issue rated at least within the "A" rating category by S&P
or by Moody's. The money market investments in corporate bonds and debentures
(which must have maturities at the date of settlement of one year or less) must
be rated at the time of purchase at least within the "A" rating category by S&P
or by Moody's.
Commercial paper rated within the "A" category (highest quality) by S&P is
issued by entities which have liquidity ratios which are adequate to meet cash
requirements. Long-term senior debt is rated within the "A" category or better,
although in some cases credits within the BBB category may be allowed. The
issuer has access to at least two additional channels of borrowing. Basic
earnings and cash flow have an upward trend with allowance made for unusual
circumstances. Typically, the issuer's industry is well established and the
issuer has a strong position within the industry. The reliability and quality
of management are unquestioned. The relative strength or weakness of the above
factors determines whether the issuer's commercial paper is rated A-l, A-2 or A-
3. (Those A-l issues determined to possess overwhelming safety characteristics
are denoted with a plus (+) sign: A-l+.)
The rating Prime is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: evaluation of the management of the issuer; economic evaluation of
the issuer's industry or industries and an appraisal of speculative-type risks
which may be inherent in certain areas; evaluation of the issuer's products in
relation to competition and customer acceptance; liquidity; amount and quality
of long-term debt; trend of earnings over a period of 10 years; financial
management of obligations which may be present or may arise as a result of
public interest questions and preparations to meet such obligations. These
factors are all considered in determining whether the commercial paper is rated
Prime-l, Prime-2 or Prime-3.
QUALITY RATINGS OF CORPORATE BONDS AND PREFERRED STOCKS
CORPORATE BONDS.
The ratings of Moody's Investors Service, Inc. and Standard & Poor's
Ratings Group for corporate bonds in which the Funds may invest are as follows:
Moody's Investors Service, Inc.
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments
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are protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Standard & Poor's Ratings Group
AAA - Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is extremely
strong.
AA - Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
PREFERRED STOCKS.
The ratings of Moody's Investors Service, Inc. and Standard & Poor's
Ratings Group for preferred stocks in which the Funds may invest are as follows:
Moody's Investors Service, Inc.
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aaa - An issue which is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.
aa - An issue which is rated aa is considered a high-grade preferred stock.
This rating indicates that there is reasonable assurance that earnings and asset
protection will remain relatively well maintained in the foreseeable future.
a - An issue which is rated a is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the
"aaa" and "aa" classifications, earnings and asset protection are, nevertheless,
expected to be maintained at adequate levels.
baa - An issue which is rated baa is considered to be medium grade, neither
highly protected nor poorly secured. Earnings and asset protection appear
adequate at present but may be questionable over any great length of time.
Standard & Poor's Ratings Group
AAA - This is the highest rating that may be assigned by Standard & Poor's
to a preferred stock issue and indicates an extremely strong capacity to pay the
preferred stock obligations.
AA - A preferred stock issue rated AA also qualifies as a high-quality
fixed income security. The capacity to pay preferred stock obligations is very
strong, although not as overwhelming as for issues rated AAA.
A - An issue rated A is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the diverse
effects of changes in circumstances and economic conditions.
BBB - An issue rated BBB is regarded as backed by an adequate capacity to
pay the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to make payments for a preferred
stock in this category than for issues in the A category.
INVESTMENT LIMITATIONS
The Trust has adopted certain fundamental investment limitations designed
to reduce the risk of an investment in the Funds. These limitations may not be
changed with respect to any Fund without the affirmative vote of a majority of
the outstanding shares of that Fund. The vote of a majority of the outstanding
voting shares of a Fund means the vote (A) of 67% or more of the voting shares
present at a meeting, if the holders of more than 50% of the outstanding voting
shares of the Trust are present or represented by proxy; or (B) of more than 50%
of the outstanding voting shares of the Trust, whichever is less.
The limitations applicable to each Fund are:
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1. Borrowing Money. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is asset coverage of
300% for all borrowings of the Fund; or (b) from a bank for temporary purposes
only, provided that, when made, such temporary borrowings are in an amount not
exceeding 5% of the Fund's total assets.
2. Pledging. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any security owned or held by the
Fund except as may be necessary in connection with borrowings described in
limitation (1) above. The Fund will not mortgage, pledge or hypothecate more
than one-third of its assets in connection with borrowings. Deposit of payment
by the Fund of initial or maintenance margin in connection with futures
contracts and related options is not considered a pledge or hypothecation of
assets.
3. Margin Purchases. The Fund will not purchase any securities on
"margin" (except such short-term credits as are necessary for the clearance of
transactions). The deposit of funds in connection with transactions in options,
futures contracts, and options on such contracts will not be considered a
purchase on "margin."
4. Short Sales. The Fund will not make short sales of securities, or
maintain a short position, other than short sales "against the box."
5. Commodities. The Fund will not purchase or sell commodities or
commodity contracts including futures, or purchase or write put or call options
on commodities, except that the Fund may purchase or sell financial futures
contracts and related options.
6. Underwriting. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities, a Fund may be deemed
an underwriter under certain federal securities laws.
7. Real Estate. The Fund will not purchase, hold or deal in real estate
or real estate mortgage loans, including real estate limited partnership
interests, except that the Fund may purchase (a) securities of companies (other
than limited partnerships) which deal in real estate or (b) securities which are
secured by interests in real estate or by interests in mortgage loans including
securities secured by mortgage-backed securities.
8. Loans. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, or (b) by engaging in repurchase agreements. For
purposes of this limitation, the term "loans" shall not include the purchase of
bonds, debentures, commercial paper or corporate notes, and similar marketable
evidences of indebtedness.
9. Industry Concentration. The Fund will not invest more than 25% of its
total assets in any particular industry, except in the case of U.S. Government
securities.
10. Senior Securities. The Fund will not issue or sell any senior
security as defined by the Investment Company Act of 1940 except in so far as
any borrowing that the Fund may engage in may be deemed to be an issuance of a
senior security.
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<PAGE>
The Trust does not intend to pledge, mortgage or hypothecate the assets of
either Fund. The statements of intention in this paragraph reflect
nonfundamental policies which may be changed by the Board of Trustees without
shareholder approval.
Other current investment policies of each of the Funds, which are not
fundamental and which may be changed by action of the Board of Trustees without
shareholder approval, are as follows:
1. Illiquid Investments. The Fund will not purchase securities for which
no readily available market exists or engage in a repurchase agreement maturing
in more than seven days if, as a result thereof, more than 15% of the value of
the net assets of the Fund would be invested in such securities and the Fund
will not purchase restricted securities (excluding securities eligible for
resale under Rule 144A under the Securities Act of 1933) if, as a result
thereof, more than 10% of the value of the net assets of the Fund would be
invested in such securities.
2. Investing for Control. The Fund will not invest in companies for the
purpose of exercising control or management.
3. Issuer Concentration. The Fund will not purchase a security of any
one issuer if such purchase at the time thereof would cause (a) more than 10% of
the Fund's total assets to be invested in the securities of any one issuer or
(b) cause more than 10% of any class of securities of such issuer to be held by
the Fund.
4. Other Investment Companies. The Fund will not invest more than 10%
of its total assets in securities of other investment companies. The Fund will
not invest more than 5% of its total assets in the securities of any single
investment company. The Fund will not hold more than 3% of the outstanding
voting stock of any single investment company.
With respect to the percentages adopted by the Trust as maximum limitations
on a Fund's investment policies and restrictions, an excess above the fixed
percentage (except for the percentage limitations relative to the borrowing of
money and the holding of illiquid securities) will not be a violation of the
policy or restriction unless the excess results immediately and directly from
the acquisition of any security or the action taken.
TRUSTEES AND OFFICERS
The following is a list of the Trustees and executive officers of the
Trust. Each Trustee who is an "interested person" of the Trust, as defined by
the Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
<S> <C> <C>
*Frederick R. Kobrick 55 President/Trustee
*Michael T. Carmen 37 Treasurer/Trustee
Jay H. Atlas 54 Trustee
Samuel L. Hayes, III 63 Trustee
Joseph P. Paster 53 Trustee
</TABLE>
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<PAGE>
The principal occupations of the Trustees and executive officers of the
Trust during the past five years are set forth below:
*Frederick R. Kobrick, 101 Federal Street, Boston, MA 02110, serves as a
Trustee and President of the Trust. He is 55. His principal occupation
currently is President of Kobrick Funds LLC. During the past five years he
served as a senior vice president and portfolio manager for State Street
Research & Management Company. He is also currently a principal in certain
private investment partnerships.
*Michael T. Carmen, 101 Federal Street, Boston, MA 02110, serves as a
Trustee and Treasurer of the Trust. He is 37. His principal occupation
currently is Executive Vice President and Secretary-Treasurer of Kobrick Funds
LLC. From May 1992 to April 1996, he served as an associate portfolio manager
for State Street Research & Management Company. From April 1996 to November
1996, he served as a portfolio manager for Montgomery Asset Management. From
December 1996 to August 1997, he served as a vice president and portfolio
manager for State Street Research & Management Company. He is also currently a
principal in certain private investment partnerships.
Jay H. Atlas, 2540 Route 130, Cranbury, NJ 08512, serves as a Trustee of
the Trust. He is 54. His principal occupation is as Chief Executive Officer,
President and Director of Ariel Corporation. During the past five years, he has
provided consulting services as a sole proprietor to information technology
businesses and served as a Vice President and General Manager of Sales and
Marketing for Convex Computer Corporation and a Vice President of Computervision
Corporation.
Samuel L. Hayes, III, Harvard University, Graduate School of Business
Administration, Soldiers Field Road, Boston, MA 02163, serves as a Trustee of
the Trust. He is 63. His principal occupation is as a Professor at the Harvard
Business School. Professor Hayes has taught at Harvard since 1972.
Joseph P. Paster, John Hancock Place, Post Office Box 111, Boston, MA
02117, serves as a Trustee of the Trust. He is 53. His principal occupation is
as a Vice President of John Hancock Mutual Life Insurance Company, where he has
served in various capacities since 1967.
*Messrs. Kobrick and Carmen, as principals of Kobrick Funds LLC, the
Trust's Investment Manager, are "interested persons" of the Trust within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940.
As of December 31, 1998, Cendant Corporation was the record holder of 64%
of the shares of the Capital Fund, 76% of the shares of the Emerging Growth Fund
and 71% of the shares of the Growth Fund. Cendant Corporation is incorporated
under the laws of the State of Delaware and has its principal corporate office
in Parsippany, New Jersey. Ownership of 25% or more of a voting security is
deemed "control" as defined in the 1940 Act. So long as 25% of each Funds
shares are so owned, such owners will be presumed to be in control of such
shares for purposes of voting on certain matters submitted to a vote of
shareholders.
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<PAGE>
Each non-interested Trustee (Messrs. Atlas, Hayes and Paster) will receive
an annual retainer of $4,000 and a $500 fee for each Fund for each Board meeting
and committee meetings attended and will be reimbursed for travel and other
expenses incurred in the performance of their duties. No other compensation or
pension or retirement benefits will be paid or accrued to any other officer or
trustee as part of the expenses of the Funds.
Compensation Table
<TABLE>
<CAPTION>
Pension or Total
Aggregate Retirement Estimated Compensation
Name of Compensa- Benefits Accrued Annual From Registrant
Person tion From As Part of Fund Benefits Upon and Fund Complex
Position Registrant Expenses Retirement Paid to Directors
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jay H. Atlas $13,000* -0- -0- $13,000*
Trustee
Samuel L. Hayes, III $10,000* -0- -0- $10,000*
Trustee
Joseph P. Paster $13,000* -0- -0- $13,000*
Trustee
</TABLE>
______
*Annual compensation of $4,000 and assuming 4 meetings of the Trustees
($500 fee for each Fund for each meeting of the Trustees) and for Messrs. Atlas
and Paster, two meetings of the Audit Committee.
THE INVESTMENT MANAGER
Kobrick Funds LLC (the "Investment Manager") is the Trust's investment
manager. Messrs. Kobrick and Carmen, as principals of the Investment Manager,
may directly or indirectly receive benefits from the advisory fees paid to the
Investment Manager. Under the terms of the Investment Advisory Agreement
between the Trust and the Investment Manager, the Investment Manager manages the
Funds' investments. On a monthy basis, each Fund pays the Investment Manager an
annual advisory fee computed as 1.00% of the average of the values of the net
assets of the Fund as determined at the close of each business day during the
year. The advisory fees paid to the Investment Manager during the Fund's last
fiscal year were $250,782 with respect to the Capital Fund, $239,480 with
respect to the Emerging Growth Fund and $856 with respect to the Growth Fund.
Such advisory fees covered services rendered to the Capital Fund and the
Emerging Growth Fund for nine months and to the Growth Fund for one month.
The Funds are responsible for the payment of all expenses incurred in
connection with the organization, registration of shares and operations of the
Funds, including such extraordinary or non-recurring expenses as may arise, such
as litigation to which the Trust may be a party. The operating expenses include
fees and expenses in connection with membership in investment company
organizations, brokerage fees and commissions, legal, auditing and accounting
expenses, expenses related to the distribution of the Funds' shares (which
expenses will be paid
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<PAGE>
from the 12b-1 fees under the Distribution Plan; see "Distribution Plan"),
insurance expenses, taxes or governmental fees, fees and expenses of the
custodian, transfer agent, administrator, and accounting and pricing agent of
the Funds, fees and expenses of members of the Board of Trustees who are not
interested persons of the Trust, the cost of preparing and distributing
prospectuses, statements, reports and other documents to shareholders, and
expenses of shareholders' meetings and proxy solicitations. The Funds may have
an obligation to indemnify the Trust's officers and Trustees with respect to
such litigation, except in instances of willful misfeasance, bad faith, gross
negligence or reckless disregard by such officers and Trustees in the
performance of their duties. The compensation and expenses of any officer,
Trustee or employee of the Trust who is an officer, director or employee of the
Investment Manager are paid by the Investment Manager.
The Investment Advisory Agreement provides that the Investment Manager
shall furnish the Trust with suitable office space and facilities and such
management, investment advisory, statistical and research facilities and
services as may be required from time to time by the Trust and the Funds are
responsible for its other expenses and services. In view of the requirements
for management of the Funds' particular investment program, this fee is higher
than those charges for many other funds.
By its terms, the Trust's Investment Advisory Agreement will remain in
force until December 31, 1999 and from year to year thereafter, subject to
annual approval by (a) the Board of Trustees or (b) a vote of the majority of a
Fund's outstanding voting securities; provided that in either event continuance
is also approved by a majority of the Trustees who are not interested persons of
the Trust, by a vote cast in person at a meeting called for the purpose of
voting on such approval. The Trust's Investment Advisory Agreement may be
terminated at any time, on sixty days' written notice, without the payment of
any penalty, by the Board of Trustees, by a vote of the majority of a Fund's
outstanding voting securities, or by the Investment Manager. The Investment
Advisory Agreement automatically terminates in the event of its assignment, as
defined by the Investment Company Act of 1940 and the rules thereunder.
The name "Kobrick" is the property right of the Investment Manager. The
Investment Manager may use the name "Kobrick" in other connections and for other
purposes, including in the name of other investment companies. The Trust has
agreed to discontinue any use of the name "Kobrick" if the Investment Manager
ceases to be employed as the Trust's investment manager.
DISTRIBUTION PLAN
As stated in the Funds' Prospectus, the Funds have adopted a plan of
distribution (the "Plan") pursuant to Rule 12b-1 under the Investment Company
Act of 1940 which permits each Fund to pay for expenses incurred in the
distribution and promotion of the Funds' shares, including but not limited to,
the printing of prospectuses, statements of additional information and reports
used for sales purposes, advertisements, expenses of preparation and printing of
sales literature, promotion, marketing and sales expenses and other
distribution-related expenses, including any distribution fees paid to
securities dealers or other firms who have executed a distribution or service
agreement with the Trust. The Plan expressly limits payment of the distribution
expenses listed above in any fiscal year to a maximum of .25% of the average
daily
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<PAGE>
net assets of each Fund. The distribution expenses incurred during the Fund's
fiscal year ended September 30, 1998 were $62,695 with respect to the Capital
Fund, $59,870 with respect to the Emerging Growth Fund and $214 with respect to
the Growth Fund. Such distribution expenses were incurred with respect to the
Capital Fund and the Emerging Growth Fund for nine months and to the Growth Fund
for one month.
The continuance of the Plan must be specifically approved at least annually
by a vote of the Trust's Board of Trustees and by a vote of the Trustees who are
not interested persons of the Trust and have no direct or indirect financial
interest in the Plan (the "Independent Trustees") at a meeting called for the
purpose of voting on such continuance. The Plan may be terminated at any time
by a vote of a majority of the Independent Trustees or by a vote of the holders
of a majority of the outstanding shares of a Fund. In the event the Plan is
terminated in accordance with its terms, the affected Fund will not be required
to make any payments for expenses incurred by the Investment Manager after the
termination date. The Plan may not be amended to increase materially the amount
to be spent for distribution without shareholder approval. All material
amendments to the Plan must be approved by a vote of the Trust's Board of
Trustees and by a vote of the Independent Trustees.
In approving the Plan, the Trustees determined, in the exercise of their
business judgment and in light of their fiduciary duties as Trustees, that there
is a reasonable likelihood that the Plan will benefit the Funds and their
shareholders. The Board of Trustees believes that expenditure of the Funds'
assets for distribution expenses under the Plan should assist in the growth of
the Funds which will benefit the Funds and their shareholders through increased
economies of scale, greater investment flexibility, greater portfolio
diversification and less chance of disruption of planned investment strategies.
The Plan will be renewed only if the Trustees make a similar determination for
each subsequent year of the Plan. There can be no assurance that the benefits
anticipated from the expenditure of the Funds' assets for distribution will be
realized. While the Plan is in effect, all amounts spent by the Funds pursuant
to the Plan and the purposes for which such expenditures were made must be
reported quarterly to the Board of Trustees for its review. In addition, the
selection and nomination of those Trustees who are not interested persons of the
Trust are committed to the discretion of the Independent Trustees during such
period.
As principals of the Investment Manager, Messrs. Kobrick and Carmen may be
deemed to have a financial interest in the operation of the Plan.
SECURITIES TRANSACTIONS
The Investment Manager's policy is to seek for its clients, including the
Funds, what in the Investment Manager's judgment will be the best overall
execution of purchase or sale orders and the most favorable net prices in
securities transactions consistent with its judgment as to the business
qualifications of the various broker or dealer firms with whom the Investment
Manager may do business, and the Investment Manager may not necessarily choose
the broker offering the lowest available commission rate. Decisions with
respect to the market where the transaction is to be completed, to the form of
transaction (whether principal or agency) and to the allocation of orders among
brokers or dealers are made in accordance with this policy. In selecting
brokers or dealers to effect portfolio transactions, consideration is given to
their proven integrity and financial responsibility, their demonstrated
execution experience and capabilities both generally
20
<PAGE>
and with respect to particular markets or securities, the competitiveness of
their commission rates in agency transactions (and their net prices in principal
transactions), their willingness to commit capital, and their clearance and
settlement capability. The Investment Manager makes every effort to keep
informed of commission rate structures and prevalent bid/ask spread
characteristics of the markets and securities in which transactions for the
Funds occur. Against this background, the Investment Manager evaluates the
reasonableness of a commission or a net price with respect to a particular
transaction by considering such factors as difficulty of execution or security
positioning by the executing firm. The Investment Manager may or may not solicit
competitive bids based on its judgment of the expected benefit or harm to the
execution process for that transaction.
When it appears that a number of firms could satisfy the required standards
in respect of a particular transaction, consideration may also be given to
services other than execution services which certain of such firms have provided
in the past or may provide in the future. Negotiated commission rates and
prices, however, are based upon the Investment Manager's judgment of the rate
which reflects the execution requirements of the transaction without regard to
whether the broker provides services in addition to execution. Among such other
services are the supplying of supplemental investment research; general
economic, political and business information; analytical and statistical data;
relevant market information, quotation equipment and services; reports and
information about specific companies, industries and securities; purchase and
sale recommendations for stocks and bonds; portfolio strategy services;
historical statistical information; market data services providing information
on specific issues and prices; financial publications; proxy voting data and
analysis services; technical analysis of various aspects of the securities
markets, including technical charts; computer hardware used for brokerage and
research purposes; computer software and databases, including those used for
portfolio analysis and modeling; and portfolio evaluation services and relative
performance of accounts.
Certain nonexecution services provided by broker-dealers may in turn be
obtained by the broker-dealers from third parties who are paid for such services
by the broker-dealers.
The Investment Manager regularly reviews and evaluates the services
furnished by broker-dealers. Some services may be used for research and
investment decision-making purposes, and also for marketing or administrative
purposes. Under these circumstances, the Investment Manager allocates the cost
of such services to determine the appropriate proportion of the cost which is
allocable to purposes other than research or investment decision-making and is
therefore paid directly by the Investment Manager. Some research and execution
services may benefit the Investment Manager's clients as a whole, while others
may benefit a specific segment of clients. Not all such services will
necessarily be used exclusively in connection with the accounts which pay the
commissions to the broker-dealer producing the services.
The Investment Manager has no fixed agreements or understanding with any
broker-dealer as to the amount of brokerage business which that firm may expect
to receive for services supplied to the Investment Manager or otherwise. There
may be, however, understandings with certain firms that in order for such firms
to be able to continuously supply certain services, they need to receive
allocation of a specified amount of brokerage business. These understandings
are honored to the extent possible in accordance with the policies set forth
above.
21
<PAGE>
It is not the Investment Manager's policy to intentionally pay a firm a
brokerage commission higher that that which another firm would charge for
handling the same transaction in recognition of services (other than execution
services), provided, however, that the Investment Manager is aware that this is
an area where differences of opinion as to fact and circumstances may exist, and
in such circumstances, if any, the Investment Manager relies on the provisions
of Section 28(e) of the Securities Act of 1934, to the extent applicable.
CODE OF ETHICS. The Trust and the Investment Manager have each adopted a
Code of Ethics under Rule 17j-1 of the Investment Company Act of 1940. The Code
significantly restricts the personal investing for certain individuals,
activities of all officers and investment personnel of the Investment Manager,
including having to preclear any personal securities (with limited exceptions,
such as U.S. Government obligations). The preclearance requirement and
associated procedures are designed to identify any substantive prohibition or
limitation applicable to the proposed investment. In addition, no officer or
investment personnel may purchase or sell any security which, at that time, is
being purchased or sold (as the case may be), or to the knowledge of such
person, is being considered for purchase or sale, by any of the Funds. The
substantive restrictions applicable to certain officers and investment personnel
of the Investment Manager include a ban on acquiring any securities in an
initial public offering. Furthermore, the Code provides for trading "blackout
periods" which prohibit trading by certain officers and investment personnel of
the Investment Manager within periods of trading by any of the Funds in the same
(or equivalent) security.
GROUPING OF SECURITIES TRANSACTIONS Messrs. Kobrick and Carmen, in
addition to serving as the senior officers of the Investment Manager, are also
the principals in private investment partnerships, and may act in that capacity
with respect to other similar investment partnerships. One or more of such
accounts, may from time to time, purchase or sell securities or have securities
under consideration for purchase or sale that are also being sold or purchased
or considered for sale or purchase by the Funds. In those instances where
securities transactions are carried on at the same time on behalf of any or all
of the Funds and such other accounts, transactions in such securities for such
accounts may be grouped with securities transactions carried out on behalf of
the Funds. The practice of grouping orders of various accounts will be followed
to get the benefit of best prices or commission rates. In certain cases where
the aggregate order may be executed in a series of transactions at various
prices the transactions will be allocated as to amount and price in a manner
considered equitable to each account so that each receives, to the extent
practicable, the average price for such transactions. Transactions will not be
grouped unless it is the judgment of the Investment Manager that such
aggregation is consistent with its duty to seek best execution (which includes
the duty to seek best price) for the Funds and in each case the books and
records of the Funds and any such other account will separately reflect, for
each account, the orders of which are aggregated and the securities held by and
bought and sold for that account.
PORTFOLIO TURNOVER
A Fund's portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities, excluding securities having maturity
dates at acquisition of one year or less, for the fiscal year by the monthly
average of the value of the portfolio securities owned by the Fund during the
fiscal year. High portfolio turnover involves correspondingly greater
22
<PAGE>
brokerage commissions and other transaction costs, which will be borne directly
by the Funds. The Investment Manager anticipates that the portfolio turnover
rate for the Growth Fund normally will not exceed 100% and for each of the
Capital Fund and the Emerging Growth Fund the portfolio turnover normally will
be in the range of 150% - 250%.
Generally, each Fund intends to invest for long-term purposes. However,
the rate of portfolio turnover will depend upon market and other conditions, and
it will not be a limiting factor when the Investment Manager believes that
portfolio changes are appropriate.
CALCULATION OF SHARE PRICE
The share price (net asset value) of the shares of each Fund is determined
as of the close of the regular session of trading on the New York Stock Exchange
(traditionally 4:00 p.m., Eastern time) on each day the Fund is open for
business. Each Fund is open for business on every day except Saturdays, Sundays
and the following holidays: New Year's Day, Martin Luther King Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
The net asset value per share of each Fund is calculated by dividing the
sum of the value of the securities held by the applicable Fund plus cash or
other assets minus all liabilities (including estimated accrued expenses) by the
total number of shares outstanding of the applicable Fund, rounded to the
nearest cent.
Portfolio securities are valued as follows: (i) securities which are
traded on stock exchanges or are quoted by NASDAQ are valued at the last
reported sale prices as of the close of the regular session of trading on the
New York Stock Exchange on the day the securities are being valued, or, if not
traded on a particular day, at the closing bid prices, (ii) securities traded in
the over-the-counter market, and which are not quoted by NASDAQ, are valued at
the last sale prices (or, if a last sale price is not readily available, at the
last bid price as quoted by brokers that make markets in the securities) as of
the close of the regular session of trading on the New York Stock Exchange on
the day the securities are being valued, (iii) securities which are traded both
in the over-the-counter market and on a stock exchange are valued according to
the broadest and most representative market, (iv) short-term investments with
maturities less than 60 days are valued at amortized cost which approximates
market value and (v) securities (and other assets) for which market quotations
are not readily available are valued at their fair value as determined in good
faith in accordance with consistently applied procedures established by and
under the general supervision of the Board of Trustees. The net asset value per
share of each of the Funds will fluctuate with the value of the securities it
holds.
TAXES
The Funds' Prospectus describes generally the tax treatment of
distributions by the Funds. This section of the Statement of Additional
Information includes additional information concerning federal taxes.
Each Fund intends to qualify annually for the special tax treatment
afforded a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it does not pay
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<PAGE>
federal taxes on income and capital gains distributed to shareholders. However,
it cannot give complete assurance that it will do so. To so qualify a Fund must,
among other things, (i) derive at least 90% of its gross income in each taxable
year from dividends, interest, payments with respect to securities loans, gains
from the sale or other disposition of stock, securities or foreign currency, or
certain other income (including but not limited to gains from options, futures
and forward contracts) derived with respect to its business of investing in
stock, securities or currencies; and (ii) diversify its holdings so that at the
end of each quarter of its taxable year the following two conditions are met:
(a) at least 50% of the value of the Fund's total assets is represented by cash,
U.S. Government securities, securities of other regulated investment companies
and other securities (for this purpose such other securities will qualify only
if the Fund's investment is limited in respect to any issuer to an amount not
greater than 5% of the Fund's assets and 10% of the outstanding voting
securities of such issuer) and (b) not more than 25% of the value of the Fund's
assets is invested in securities of any one issuer (other than U.S. Government
securities or securities of other regulated investment companies).
A Fund's net realized capital gains from securities transactions will be
distributed only after reducing such gains by the amount of any available
capital loss carryforwards. Capital losses may be carried forward to offset any
capital gains for eight years, after which any undeducted capital loss remaining
is lost as a deduction.
A federal excise tax at the rate of 4% will be imposed on the excess, if
any, of a Fund's "required distribution" over actual distributions in any
calendar year. Generally, the "required distribution" is 98% of a Fund's
ordinary income for the calendar year plus 98% of its net capital gains
recognized during the one year period ending on October 31 of the calendar year
plus undistributed amounts from prior years. The Funds intend to make
distributions sufficient to avoid imposition of the excise tax.
Each Fund is required to withhold and remit to the U.S. Treasury a portion
(31%) of redemptions and dividend income on any account unless the shareholder
provides a taxpayer identification number and certifies that such number is
correct and that the shareholder is not subject to backup withholding or
demonstrates an exemption from withholding.
REDEMPTION IN KIND
Under unusual circumstances, when the Board of Trustees deems it in the
best interests of a Fund's shareholders, the Fund may make payment for shares
repurchased or redeemed in whole or in part in securities of the Fund taken at
current value. The Funds have made an election pursuant to Rule 18f-1 under the
Investment Company Act of 1940 which requires the Funds to redeem shares solely
in cash up to the lesser of $250,000 or 1% of the net asset value of each Fund
during any 90 day period for any one shareholder. Should payment be made in
securities, the redeeming shareholder will generally incur brokerage costs in
converting such securities to cash. Portfolio securities which are issued in an
in-kind redemption will be readily marketable.
HISTORICAL PERFORMANCE INFORMATION
From time to time, each Fund may advertise average annual total return.
Average annual total return quotations will be computed by finding the average
annual compounded rates of
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<PAGE>
return over 1, 5 and 10 year periods that would equate the initial amount
invested to the ending redeemable value, according to the following formula:
P (1 + T)/n/ = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5 and 10 year periods at the end of the 1, 5 or
10 year periods (or fractional portion thereof)
The calculation of average annual total return assumes the reinvestment of
all dividends and distributions. If a Fund has been in existence less than one,
five or ten years, the time period since the date of the initial public offering
of shares will be substituted for the periods stated. Each Fund may also
advertise total return (a "nonstandardized quotation") which is calculated
differently from average annual total return. A nonstandardized quotation of
total return may be a cumulative return which measures the percentage change in
the value of an account between the beginning and end of a period, assuming no
activity in the account other than reinvestment of dividends and capital gains
distributions. A nonstandardized quotation may also indicate average annual
compounded rates of return over periods other than those specified for average
annual total return. A nonstandardized quotation of total return will always be
accompanied by a Fund's average annual total return as described above.
From time to time, each of the Funds may also advertise its yield. A yield
quotation is based on a 30-day (or one month) period and is computed by dividing
the net investment income per share earned during the period by the maximum
offering price per share on the last day of the period, according to the
following formula:
Yield = 2[(a-b/cd + 1)6 - 1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends
d = the maximum offering price per share on the last day of the period
Solely for the purpose of computing yield, dividend income is recognized by
accruing 1/360 of the stated dividend rate of the security each day that a Fund
owns the security. Generally, interest earned (for the purpose of "a" above) on
debt obligations is computed by reference to the yield to maturity of each
obligation held based on the market value of the obligation (including actual
accrued interest) at the close of business on the last business day prior to the
start of the 30-day (or one month) period for which yield is being calculated,
or, with respect to obligations purchased during the month, the purchase price
(plus actual accrued
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<PAGE>
interest). With respect to the treatment of discount and premium on mortgage or
other receivables-backed obligations which are expected to be subject to monthly
paydowns of principal and interest, gain or loss attributable to actual monthly
paydowns is accounted for as an increase or decrease to interest income during
the period and discount or premium on the remaining security is not amortized.
The performance quotations described above are based on historical earnings
and are not intended to indicate future performance.
To help investors better evaluate how an investment in a Fund might satisfy
their investment objective, advertisements regarding each Fund may discuss
various measures of Fund performance, including current performance ratings
and/or rankings appearing in financial magazines, newspapers and publications
which track mutual fund performance. Advertisements may also compare
performance (using the calculation methods set forth in the Prospectus) to
performance as reported by other investments, indices and averages. When
advertising current ratings or rankings, the Funds may use the following
publications or indices to discuss or compare Fund performance:
Lipper Mutual Fund Performance Analysis and Lipper Fixed Income Fund
Performance Analysis measure total return and average current yield for the
mutual fund industry and rank individual mutual fund performance over specified
time periods assuming reinvestment of all distributions, exclusive of sales
loads. The Growth Fund may provide comparative performance information
appearing in the Growth Funds category, the Capital Fund may provide comparative
performance information appearing in the Capital Appreciation Funds category and
the Emerging Growth Fund may provide comparative performance information
appearing in the Small Capitalization Funds category. In addition, the Funds
may use comparative performance information of relevant indices, including the
S&P 500 Index, the Dow Jones Industrial Average, the Russell 2000 Index and the
Russell 3000 Index . The S&P 500 Index is an unmanaged index of 500 stocks, the
purpose of which is to portray the pattern of common stock price movement. The
Dow Jones Industrial Average is a measurement of general market price movement
for 30 widely held stocks listed on the New York Stock Exchange. The Russell
2000 Index is an unmanaged index of 2000 small capitalization U.S. stocks and is
a commonly used index of U.S. small stock performance. The Russell 3000 Index
is an unmanaged index of the 3,000 largest companies based on total market
capitalization.
In assessing such comparisons of performance an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the Fund's portfolio, that the averages are
generally unmanaged and that the items included in the calculations of such
averages may not be identical to the formula used by the Fund to calculate its
performance. In addition, there can be no assurance that the Fund will continue
this performance as compared to such other averages.
CUSTODIAN
State Street Bank and Trust Company ("SSBT"), 225 Franklin Street, Boston,
MA 02110, has been retained to act as Custodian for the Funds' investments.
SSBT acts as each
26
<PAGE>
Fund's depository, safekeeps its portfolio securities, collects all income and
other payments with respect thereto, disburses funds as instructed and maintains
records in connection with its duties.
SSBT also provides accounting and pricing services to the Funds. This
includes calculating daily net asset value per share and maintaining such books
and records as are necessary to enable the Transfer Agent to perform its duties.
For these custodial, accounting and pricing services, each Fund pays an annual
fee based on an average monthly net assets in accordance with the following
schedule:
<TABLE>
<CAPTION>
AVERAGE FEE (EXPRESSED AS A
MONTHLY PERCENTAGE OF AVERAGE
NET ASSETS MONTHLY NET ASSETS)
---------- -------------------
<S> <C>
First $100 million 0.04%
Next $100 million 0.02%
Excess 0.01%
</TABLE>
The minimum monthly charge per Fund is $3,000, phased in during the first
year of such Fund's operations at a rate of 1/12 in month one, 2/12 in month
two, increasing incrementally per month until the full minimum is in effect in
month twelve. In addition, each Fund pays all costs of external pricing
services as well as transaction fees.
AUDITORS
The firm of PricewaterhouseCoopers LLP has been selected as independent
auditors for the Trust for the fiscal year ending September 30, 1999.
PricewaterhouseCoopers LLC, One Post Office Square, Boston, Massachusetts 02109,
performs an annual audit of the Trust's financial statements and advises the
Funds as to certain accounting matters.
TRANSFER AGENT
The Trust's transfer agent, State Street Bank and Trust Company ("SSBT"),
through its agent, Boston Financial Data Services, Inc., maintains the records
of each shareholder's account, answers shareholders' inquiries concerning their
accounts, processes purchases and redemptions of the Funds' shares, acts as
dividend and distribution disbursing agent and performs other shareholder
service functions. SSBT receives for its services as transfer agent a fee
payable monthly at an annual rate of $20.00 per account from each Fund,
provided, however, that the minimum fee is approximately $3,400 per month for
each Fund. In addition, the Funds pay out-of-pocket expenses, including but not
limited to, postage, envelopes, checks, drafts, forms, reports, record storage
and communication lines.
ADMINISTRATOR
SSBT is retained to provide administrative services to the Funds. In this
capacity, SSBT supplies non-investment related statistical and research data,
internal regulatory compliance services and executive and administrative
services. SSBT supervises the preparation of tax returns, reports to
shareholders of the Funds, reports to and filings with the Securities and
Exchange Commission and state securities commissions, and materials for meetings
of the Board
27
<PAGE>
of Trustees. For the performance of these administrative services, each Fund
pays SSBT a fee based on each Fund's average assets in accordance with the
following schedule:
<TABLE>
<CAPTION>
AVERAGE FEE (EXPRESSED AS A
MONTHLY PERCENTAGE OF AVERAGE
NET ASSETS MONTHLY NET ASSETS)
---------- -------------------
<S> <C>
First $200 million 0.08%
Next $200 million 0.06%
Excess 0.04%
</TABLE>
The minimum annual amount per Fund for 1999 is $60,000. This minimum will
increase to $85,000 per Fund in 2000.
DISTRIBUTOR
Funds Distributor, Inc. ("FDI"), 60 State Street, Suite 1300, Boston, MA
02109, acts as distributor of the Funds' shares pursuant to a distribution
agreement (the "Distribution Agreement") approved by the Board of Trustees. In
this regard, FDI has agreed at its own expense to qualify as a broker-dealer
under all applicable federal or state laws in those states which the Trust shall
from time to time identify to FDI as states in which it wishes to offer the
Funds' shares for sale. FDI does not receive any compensation under the
Distribution Agreement.
FDI is a broker-dealer registered with the SEC and a member in good
standing of the National Association of Securities Dealers, Inc.
The Distribution Agreement may be terminated by either party upon sixty
(60) days' prior written notice to the other party, and will automatically
terminate in the event of its assignment.
FINANCIAL STATEMENTS
The audited Statements of Assets and Liabilities, Statements of Operations
and Statements of Changes in Net Assets, Financial Highlights and Schedule of
Investments for the Capital Fund, the Emerging Growth Fund and the Growth Fund
as of September 30, 1998 are included in this Statement of Additional
Information.
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