NVEST KOBRICK INVESTMENT TRUST
485APOS, 2000-11-30
Previous: KEMPER SECURITIES TRUST, 485APOS, 2000-11-30
Next: NVEST KOBRICK INVESTMENT TRUST, 485APOS, EX-99.A4, 2000-11-30







                                                     Registration Nos. 333-37727
                                                                        811-8435

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [   ]

              Pre-Effective Amendment No. ____                [   ]

              Post-Effective Amendment No.  7                 [ X ]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940                                           [   ]

              Amendment No. 9                                 [ X ]
              (Check appropriate box or boxes.)


                         NVEST KOBRICK INVESTMENT TRUST
                         ------------------------------
               (Exact Name of Registrant as Specified in Charter)

                 101 Federal Street, Boston, Massachusetts 02110
                 -----------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                                 (617) 342-3500
                                 --------------
              (Registrant's Telephone Number, including Area Code)

                              Frederick R. Kobrick
                                    President
                         Nvest Kobrick Investment Trust
                               101 Federal Street
                           Boston, Massachusetts 02110
                     (Name and address of agent for service)
                                    Copy to:
    John E. Pelletier, Esq.                               John M. Loder, Esq.
  Nvest Funds Distributor, L.P.                              Ropes & Gray
      399 Boylston Street                              One International Place
  Boston, Massachusetts 02116                        Boston, Massachusetts 02110

It is proposed that this filing will become effective (check  appropriate box)

[ ] immediately  upon filing pursuant to paragraph (b) of Rule 485 [ ] on (date)
pursuant  to  paragraph  (b) of  Rule  485 [ ] 60  days  after  filing  pursuant
toparagraph  (a)(1) of Rule 485 [ X ] on February 1, 2001  pursuant to paragraph
(a)(1) of Rule 485 [ ] 75 days after filing pursuant to paragraph (a)(2) of Rule
485 [ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
   [ ] this  post-effective  amendment  designates  a new  effective  date for a
previously filed post-effective amendment.


<PAGE>

Nvest Funds sm
Where The Best Minds Meet(R)
--------------------------------------------------------------------------------
                                                            Kobrick funds {logo}
                                                           IT'S ALL ABOUT VISION

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


                                  KOBRICK FUNDS

 STOCK FUNDS

                                                   All-Cap Equity
                                                     Kobrick Capital Fund
                                                   Small-Cap Equity
                                                    Kobrick Emerging Growth Fund
                                                   Large-Cap Equity
                                                     Kobrick Growth Fund
[photo]


                                   PROSPECTUS
                                FEBRUARY 1, 2001

                                  WHAT'S INSIDE

                            Goals, Strategies & Risks
                                     PAGE X

                              Fund Fees & Expenses
                                     PAGE X

                                 MANAGEMENT TEAM
                                     PAGE X

                                  FUND SERVICES
                                     PAGE X

                                FUND PERFORMANCE
                                     PAGE X


  The Securities and Exchange Commission has not approved any Fund's shares or
determined whether this Prospectus is accurate or complete. Anyone who tells you
                        otherwise is committing a crime.


<PAGE>


For general  information  on the Funds or any of its services and for assistance
in opening an  account,  contact  your  financial  representative  or call Nvest
Funds.


                                   Nvest Funds
                399 Boylston Street, Boston, Massachusetts 02116
                                  800-225-5478
                               www.nvestfunds.com



<PAGE>



TABLE OF CONTENTS

GOALS, STRATEGIES & RISKS
--------------------------------------------------------------------------------
Kobrick Capital Fund
Kobrick Emerging Growth Fund
Kobrick Growth Fund

FUND FEES & EXPENSES
--------------------------------------------------------------------------------
Fund Fees & Expenses

MORE ABOUT RISK
--------------------------------------------------------------------------------
More About Risk

MANAGEMENT TEAM
--------------------------------------------------------------------------------
Meet the Funds'  Investment  Adviser
Meet the Funds'  Portfolio  Managers

FUND SERVICES
--------------------------------------------------------------------------------
Investing in the Funds
How Sales Charges Are Calculated
Ways to Reduce or Eliminate Sales Charges
It's Easy to Open an Account
Buying Shares
Selling Shares
Selling Shares in Writing
Exchanging Shares
Restrictions on Buying, Selling and Exchanging Shares
How Fund Shares Are Priced
Dividends and Distributions
Tax Consequences
Compensation to Securities Dealers
Additional Investor Services

FUND PERFORMANCE
--------------------------------------------------------------------------------
Fund Performance

GLOSSARY OF TERMS
--------------------------------------------------------------------------------
Glossary of Terms




If you have  questions  about any of the terms used in this  Prospectus,  please
refer to the "Glossary of Terms."

To learn more about the possible risks of investing in the Fund, please refer to
the section  entitled  "More  About  Risk."  This  section  details the risks of
practices  in which the Fund may  engage.  Please  read this  section  carefully
before you invest.

Fund shares are not bank deposits and are not guaranteed, endorsed or insured by
the Federal Deposit Insurance  Corporation or any other government  agency,  and
are  subject to  investment  risks,  including  possible  loss of the  principal
invested.


                                        3
<PAGE>


GOALS, STRATEGIES & RISKS
Kobrick Capital Fund

                                        ----------------------------------------
                                                      Fund Focus
                                        ----------------------------------------
                                                Stability   Income   Growth
                                        ----------------------------------------
                                        High                            X
                                        ----------------------------------------
                                      Mod.
                                        ----------------------------------------
                                        Low        X          X
                                        ----------------------------------------



ADVISER:       Kobrick Funds LLC (the "Adviser")
MANAGER:       Frederick R. Kobrick
CATEGORY       All-Cap Equity


                                      TICKER SYMBOL:   CLASS A  CLASS B  CLASS C
                                      --------------   -------  -------  -------
                                                       KFCFX     KCFBX    KCFCX


INVESTMENT GOAL


The Fund seeks maximum  capital  appreciation  by investing  primarily in equity
securities of companies with small, medium and large capitalizations.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market  conditions,  the Fund will invest  substantially all of its
assets  in  equity  securities  of  companies  with  small,   medium  and  large
capitalizations,  including  those that the  Adviser  believes  are  undervalued
special  situations and emerging growth  companies.  This approach  provides the
Adviser  with  flexibility  to emphasize in the Fund  companies  with  different
capitalizations  as market conditions  change.  The Adviser  considers  emerging
growth  companies  to be  those  companies  that are  less  mature  and have the
potential to grow substantially faster than the economy. The Adviser's bottom-up
approach  utilizes  fundamental  and qualitative  analysis to select  individual
companies,  not sectors,  with the greatest  potential for growth.  In selecting
investments for the Fund, the Adviser  generally seeks companies in a wide range
of industries  and considers a variety of factors,  including any one or more of
the following:


|X|      the strength of a company's management team
|X|      relative financial condition
|X|      entrepreneurial character
|X|      expected growth in earnings
|X|      competitive position and business strategy
|X|      new or innovative products, services or processes


In making  investment  decisions,  the Adviser  employs the following  four-part
investment approach:

o    Screening:  The Adviser analyzes  thousands of companies in order to find a
     select group that has the potential to meet its buy  disciplines  described
     below.  Many of the  companies  within  this  group are  special  situation
     companies  which,  because of unique  circumstances,  such as an ability to
     fill a particular niche, are attractive investments.

o    Portfolio Construction: The Adviser applies buy disciplines which emphasize
     strong management, compelling valuations and high earnings growth. At the
     core of this approach is regular contact with a company's management

                                        4
<PAGE>

     team to assess its ability to execute the company's  strategy.  The Adviser
     considers   potential   risks  in  selecting   securities  to  construct  a
     diversified portfolio that limits volatility.

o    Portfolio  Supervision:  The Adviser  closely  monitors each holding in the
     Fund's  portfolio to determine  whether it continues to possess the factors
     identified  when the original  investment was made.  This process  includes
     continuous  review of  absolute  and  relative  valuations,  evaluation  of
     management's  execution of the  company's  strategy and  assessment  of the
     company's  prospects  relative  to  the  overall  economic,  political  and
     financial environment.

o    Portfolio Realignment:  The Adviser will generally sell a position when its
     target price, which is continuously  evaluated, is reached, when there is a
     change in a company's  management  or strategy,  or when a company fails to
     execute its strategy.


Although it is  anticipated  that most of the Fund's  assets will be invested in
equity securities, the 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).  The Fund may invest more than 35% of its total assets in cash
or certain short-term securities for temporary defensive purposes. The Fund will
only take such defensive action, which is inconsistent with its investment goal,
when,  in the opinion of the Adviser,  such a position is more likely to provide
protection  against adverse market conditions than adherence to the Fund's other
investment policies.  Because the Fund's investment goal provides flexibility to
emphasize  companies  having  different  capitalizations  as  market  conditions
change, the Fund may engage in frequent trading of securities.  This may produce
higher  transaction  costs and a higher level of capital gains,  which may lower
your return.


A "snapshot"  of the Fund's  investments  may be found in the current  annual or
semiannual report. (See back cover.)

PRINCIPAL INVESTMENT RISKS


EQUITY SECURITIES:  Because the Fund invests primarily in equity securities, its
     major risks are those commonly  associated  with investing in stocks.  This
     means that you may lose money on your investment due to unpredictable drops
     in a stock's value or periods of below-average performance in a given stock
     or in the  stock  market  as a whole.  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.  Small
     capitalization  and emerging growth companies may be subject to more abrupt
     price  movements,  limited  markets and less  liquidity  than larger,  more
     established  companies,  which  could  adversely  affect  the  value of the
     portfolio.  With special situation companies, the primary risk is that they
     may not achieve their expected  value because events do not  materialize as
     the Adviser  anticipated.  Because the Fund invests in, among other things,
     undervalued  special  situations,  emerging growth  companies and companies
     with small capitalizations, an investment in the Fund involves greater than
     average  risks.  Accordingly,  the value of the Fund's shares may fluctuate
     more widely than the value of shares of a fund that invests in larger, more
     established companies.




                                        5

<PAGE>


EVALUATING THE FUND'S PAST PERFORMANCE

The bar chart and table shown below give an indication of the risks of investing
in the Fund. The Fund's past performance  does not necessarily  indicate how the
Fund will perform in the future.


The bar chart shows the Fund's adjusted total returns for Class A shares for the
three  calendar  years since the Fund's  inception  on December  31,  1997.  The
returns for the other classes of shares offered by this  Prospectus  differ from
the  Class A  returns  shown in the bar  chart,  depending  upon the  respective
expenses of each class. The chart does not reflect any sales charge that you may
be required to pay when you buy or redeem the Fund's shares. A sales charge will
reduce your return.

--------------------------------------------------------------------------------
                                  TOTAL RETURN
   1998         1999        2000
   ----         ----        ----
  50.00%       73.21%
--------------------------------------------------------------------------------

O   Highest Quarterly Return: [Fourth Quarter 1999], up [51.07]%
O   Lowest Quarterly Return: [Third Quarter 1998], down [13.86]%

The table  below  shows how the Fund's  average  annual  total  returns  for the
one-year and since Fund inception  periods compared to those of the Russell 3000
Index, a market  value-weighted,  unmanaged index of large company stocks.  They
are also  compared to the  Morningstar  Mid Cap Growth Funds  Average and Lipper
Multi-Cap  Growth  Funds  Average,  each an average of the total  returns of all
mutual  funds with a current  investment  style  similar to that of the  Capital
Fund, as calculated by Morningstar,  Inc. and Lipper, Inc., respectively.  It is
not  possible  to invest  directly  in an index.  The Fund's  total  returns are
adjusted  to reflect the Fund's  expenses  for Classes A, B and C shares and the
maximum sales charge that you may pay when you buy or redeem the Fund's  shares.
The Russell 3000 Index  returns have not been  adjusted for ongoing  management,
distribution and operating  expenses and sales charges applicable to mutual fund
investments.  The Morningstar Mid Cap Growth Funds Average and Lipper  Multi-Cap
Growth Funds Average  returns have been  adjusted for these  expenses but do not
reflect any sales charges.

<TABLE>


Average Annual Total Returns                                                        Since Fund Inception
(for the periods ended December 31, 2000)                       Past 1 Year              (12/31/97)
<S>                                                                <C>                      <C>
Kobrick Capital Fund: Class A* (inception 12/31/97)                 ___%                     ___%
     Russell 3000 Index                                             ___%                     ___%
         Morningstar Mid Cap Growth Funds Average                   ___%                     ___%
         Lipper Multi-Cap Growth Funds Average                      ___%                     ___%
Kobrick Capital Fund: Class B* (inception 10/29/99)                 ___%                     ___%
     Russell 3000 Index                                             ___%                     ___%
         Morningstar Mid Cap Growth Funds Average                   ___%                     ___%
         Lipper Multi-Cap Growth Funds Average                      ___%                     ___%
Kobrick Capital Fund: Class C* (inception 10/29/99)                 ___%                     ___%
     Russell 3000 Index                                             ___%                     ___%
         Morningstar Mid Cap Growth Funds Average                   ___%                     ___%
         Lipper Multi-Cap Growth Funds Average                      ___%                     ___%

</TABLE>

*    Until  October  29,  1999,  the Fund had only one class of  shares  and was
     offered without a sales charge. These returns have been adjusted to reflect
     expenses and sales loads of the Fund's multiple class structure.  See "Fund
     Fees & Expenses."


                                        6
<PAGE>


 KOBRICK EMERGING GROWTH FUND

                                        ----------------------------------------
                                                      Fund Focus
                                        ----------------------------------------
                                                Stability   Income   Growth
                                        ----------------------------------------
                                        High                            X
                                        ----------------------------------------
                                        Mod.       X
                                        ----------------------------------------
                                        Low                   X
                                        ----------------------------------------


ADVISER:            Kobrick Funds LLC (the "Adviser")
MANAGER:            Frederick R. Kobrick
CATEGORY            Small-Cap Equity



                                      TICKER SYMBOL:   CLASS A  CLASS B  CLASS C
                                      --------------   -------  -------  -------
                                                       KFEGX     KEGBX   pending



INVESTMENT GOAL


The Fund seeks to provide  growth of capital by  investing  primarily  in equity
securities  of emerging  growth  companies,  with an emphasis on companies  with
small capitalizations.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market  conditions,  the Fund will invest  substantially all of its
assets in equity  securities of emerging growth companies in any industry,  with
an emphasis  on  companies  with small  capitalizations.  The Adviser  considers
emerging  growth  companies to be those companies which are less mature and have
the  potential  to  grow  substantially  faster  than  the  economy.  The  small
capitalization  companies in which the Fund invests are generally  comparable to
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 September  30, 2000 was  approximately  $___ million and the largest
market  capitalization  in this  index  as of such  date  was  approximately  $_
billion.  Levels of  capitalization  and the companies  constituting the Russell
2000 Index could vary over time because of market  conditions  and other factors
relating to small  capitalization  companies  generally and  investments in such
companies.  While a company's market capitalization may be small at the time the
Fund first  invests in the  company,  the Fund may  continue to hold and acquire
shares of the  company  after its  market  capitalization  increases.  Small and
emerging  growth  companies that are identified as good  candidates for the Fund
can be found in a variety of industries.  In selecting investments for the Fund,
the Adviser may consider a variety of factors,  including any one or more of the
following:


|X|      the strength of a company's management team
|X|      relative financial condition
|X|      competitive position and business strategy
|X|      new or innovative products, services or processes
|X|      expected growth in earnings
|X|      cash flow
|X|      overall potential as an enterprise



In making  investment  decisions,  the Adviser  employs the following  four-part
investment approach:

                                        7
<PAGE>

o    Screening:  The Adviser analyzes  thousands of companies in order to find a
     select group that has the potential to meet its buy  disciplines  described
     below.  Many of the  companies  within  this  group are  special  situation
     companies  which,  because of unique  circumstances,  such as an ability to
     fill a particular niche, are attractive investments.
o    Portfolio Construction: The Adviser applies buy disciplines which emphasize
     strong management,  compelling  valuations and high earnings growth. At the
     core of this approach is regular  contact with a company's  management team
     to assess its  ability to  execute  the  company's  strategy.  The  Adviser
     considers   potential   risks  in  selecting   securities  to  construct  a
     diversified portfolio that limits volatility.
o    Portfolio  Supervision:  The Adviser  closely  monitors each holding in the
     Fund's  portfolio to determine  whether it continues to possess the factors
     identified  when the original  investment was made.  This process  includes
     continuous  review of  absolute  and  relative  valuations,  evaluation  of
     management's  execution of the  company's  strategy and  assessment  of the
     company's  prospects  relative  to  the  overall  economic,  political  and
     financial environment.
o    Portfolio Realignment:  The Adviser will generally sell a position when its
     target price, which is continuously  evaluated, is reached, when there is a
     change in a company's  management  or strategy,  or when a company fails to
     execute its strategy.


Although it is  anticipated  that most of the Fund's  assets will be invested in
equity securities of emerging growth companies,  the 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.  The Fund may
invest  more  than  35% of its  total  assets  in  cash  or  certain  short-term
securities  for  temporary  defensive  purposes.  The Fund  will  only take such
defensive  action,  which is inconsistent with its investment goal, when, in the
opinion of the  Adviser,  such a position is more  likely to provide  protection
against adverse market  conditions than adherence to the Fund's other investment
policies.  The Fund may  engage in  frequent  trading of  securities,  which may
produce higher  transaction  costs and a higher level of capital gains. This may
lower your return.

A "snapshot"  of the Fund's  investments  may be found in the current  annual or
semiannual report. (See back cover.)


PRINCIPAL INVESTMENT RISKS


EQUITY SECURITIES:  Because the Fund invests primarily in equity securities, its
     major risks are those commonly  associated  with investing in stocks.  This
     means that you may lose money on your investment due to unpredictable drops
     in a stock's value or periods of below-average performance in a given stock
     or in the  stock  market  as a whole.  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.  Small
     capitalization  and emerging growth companies may be subject to more abrupt
     price  movements,  limited  markets and less  liquidity  than larger,  more
     established  companies,  which  could  adversely  affect  the  value of the
     portfolio.  With special situation companies, the primary risk is that they
     may not achieve their expected  value because events do not  materialize as
     the Adviser  anticipated.  Because the Fund invests in, among other things,
     undervalued  special  situations,  emerging growth  companies and companies
     with small capitalizations, an investment in the Fund involves greater than
     average  risks.  Accordingly,  the value of the Fund's shares may fluctuate
     more widely than the value of shares of a fund that invests in larger, more
     established companies.





                                        8
<PAGE>



EVALUATING THE FUND'S PAST PERFORMANCE


The bar chart and table shown below give an indication of the risks of investing
in the Fund. The Fund's past performance  does not necessarily  indicate how the
Fund will perform in the future.


The bar chart shows the Fund's adjusted total returns for Class A shares for the
three  calendar  years since the Fund's  inception  on December  31,  1997.  The
returns for the other classes of shares offered by this  Prospectus  differ from
the  Class A  returns  shown in the bar  chart,  depending  upon the  respective
expenses of each class. The chart does not reflect any sales charge that you may
be required to pay when you buy or redeem the Fund's shares. A sales charge will
reduce your return.

--------------------------------------------------------------------------------
                                  TOTAL RETURN
   1998         1999        2000
  39.50%       86.49%
--------------------------------------------------------------------------------

O    Highest Quarterly Return: [Fourth Quarter 1999], up [57.28]%
O    Lowest Quarterly Return: [Third Quarter 1998], down [19.27]%

The table  below  shows how the Fund's  average  annual  total  returns  for the
one-year and since Fund inception  periods compared to those of the Russell 2000
Index, a market  value-weighted,  unmanaged index of small company stocks. It is
also compared to the Morningstar Mid Cap Growth Funds Average and Lipper Mid Cap
Growth Funds  Average,  each an average of the total returns of all mutual funds
with a current  investment  style  similar to that of the Fund, as calculated by
Morningstar,  Inc. and Lipper, Inc., respectively.  It is not possible to invest
directly  in an index.  The Fund's  total  returns  are  adjusted to reflect the
Fund's  expenses for Classes A, B and C shares and the maximum sales charge that
you may pay when you buy or redeem the Fund's  shares.  The  Russell  2000 Index
returns  have  not  been  adjusted  for  ongoing  management,  distribution  and
operating expenses and sales charges applicable to mutual fund investments.  The
Morningstar Mid Cap Growth Funds Average and Lipper Mid Cap Growth Funds Average
returns  have been  adjusted  for these  expenses  but do not  reflect any sales
charges.


<TABLE>

AVERAGE ANNUAL TOTAL RETURNS                                                                 SINCE FUND INCEPTION
(for the periods ended December 31, 2000)                                 PAST 1 YEAR             (12/31/97)
<S>                                               <C>   <C>
Kobrick Emerging Growth Fund: Class A* (inception 12/31/97)                   ___%                   ___%
     Russell 2000 Index                                                       ___%                   ___%
         Morningstar Mid Cap Growth Funds Average                             ___%                   ___%
         Lipper Mid-Cap Growth Funds Average                                  ___%                   ___%**
Kobrick Emerging Growth Fund: Class B* (inception 10/29/99)                   ___%                   ___%
     Russell 2000 Index                                                       ___%                   ___%
         Morningstar Mid Cap Growth Funds Average                             ___%                   ___%
         Lipper Mid-Cap Growth Funds Average                                  ___%                   ___%**
Kobrick Emerging Growth Fund: Class C* (inception 10/29/99)                   ___%                   ___%
     Russell 2000 Index                                                       ___%                   ___%
         Morningstar Mid Cap Growth Funds Average                             ___%                   ___%
         Lipper Mid-Cap Growth Funds Average                                  ___%                   ___%**

</TABLE>

*    Until  October  29,  1999,  the Fund had only one class of  shares  and was
     offered without a sales charge. These returns have been adjusted to reflect
     expenses and sales loads of the Fund's multiple class structure.  See "Fund
     Fees & Expenses."





                                        9
<PAGE>


 KOBRICK GROWTH FUND

                                        ----------------------------------------
                                                      Fund Focus
                                        ----------------------------------------
                                                Stability   Income   Growth
                                        ----------------------------------------
                                        High                            X
                                        ----------------------------------------
                                        Mod.       X
                                        ----------------------------------------
                                        Low                   X
                                        ----------------------------------------


ADVISER:            Kobrick Funds LLC (the "Adviser")
MANAGER:            Michael E. Nance
CATEGORY            Large-Cap Equity


                                      TICKER SYMBOL:   CLASS A  CLASS B  CLASS C
                                      --------------   -------  -------  -------
                                                       KFGRX     KFGBX   PENDING


INVESTMENT GOAL


The Fund seeks  long-term  growth of capital by  investing  primarily  in equity
securities of companies  with large  capitalizations  that the Adviser  believes
have better than average long-term growth potential.


PRINCIPAL INVESTMENT STRATEGIES

Under normal market  conditions,  the Fund will be primarily  invested in equity
securities of large capitalization  companies that the Adviser expects will have
better than average long-term growth potential. The Adviser's bottom-up approach
utilizes  fundamental and qualitative  analysis to select individual  companies,
not  sectors,  with the  greatest  potential  for growth.  The Fund invests in a
diversified  portfolio of securities of larger, more established  companies in a
broad range of industries.  The Adviser seeks to invest in companies which offer
the  greatest  potential  for  profitable  expansion  and  sustained  growth and
considers a variety of factors, including any one or more of the following:

     |X|  management that can execute business plans |X| expected growth in
          earnings

     |X|  a sound business strategy

     |X|  compelling valuations

A  company's   valuations   are  based  on  a  variety  of  measures   including
price/earnings  to  growth  rates,  price to book  value  and  price  to  sales.
Potential income is not a major factor in the selection of investments.

In making  investment  decisions,  the Adviser  employs the following  four-part
investment approach:

o    Screening:  The Adviser analyzes  thousands of companies in order to find a
     select group that has the potential to meet its buy  disciplines  described
     below.
o    Portfolio Construction: The Adviser applies buy disciplines which emphasize
     strong management,  compelling  valuations and high earnings growth. At the
     core of this approach is regular  contact with a company's  management team
     to assess its  ability to  execute  the  company's  strategy.  The  Adviser
     considers   potential   risks  in  selecting   securities  to  construct  a
     diversified portfolio that limits volatility.
o    Portfolio  Supervision:  The Adviser  closely  monitors each holding in the
     Fund's  portfolio to determine  whether it continues to possess the factors
     identified  when the original  investment was made.  This process  includes
     continuous  review of  absolute  and  relative  valuations,  evaluation  of
     management's  execution of the  company's  strategy and  assessment  of the
     company's  prospects  relative  to  the  overall  economic,  political  and
     financial environment.

                                       10
<PAGE>


o    Portfolio Realignment:  The Adviser will generally sell a position when its
     target price, which is continuously  evaluated, is reached, when there is a
     change in a company's  management  or strategy,  or when a company fails to
     execute its strategy.


Although it is  anticipated  that most of the Fund's  assets will be invested in
equity securities of companies with large  capitalizations,  the 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.  The Fund may invest more than 35%
of its total  assets in cash or  certain  short-term  securities  for  temporary
defensive  purposes.  The Fund will only take such  defensive  action,  which is
inconsistent with its investment goal, when, in the opinion of the Adviser, such
a  position  is  more  likely  to  provide  protection  against  adverse  market
conditions than adherence to the Fund's other investment policies.  The Fund may
engage in frequent trading of securities,  which may produce higher  transaction
costs and a higher level of capital gains. This may lower your return.

A "snapshot"  of the Fund's  investments  may be found in the current  annual or
semiannual report. (See back cover.)

PRINCIPAL INVESTMENT RISKS

EQUITY SECURITIES:  Because the Fund invests primarily in equity securities, its
     major risks are those commonly  associated  with investing in stocks.  This
     means that you may lose money on your investment due to unpredictable drops
     in a stock's value or periods of below-average performance in a given stock
     or in the  stock  market  as a whole.  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 Fund may underperform  certain other stock funds
     during periods when large company growth stocks are generally out of favor.






                                       11

<PAGE>



EVALUATING THE FUND'S PAST PERFORMANCE



The bar chart and table shown below give an indication of the risks of investing
in the Fund. The Fund's past performance  does not necessarily  indicate how the
Fund will perform in the future.

The bar chart shows the Fund's adjusted total returns for Class A shares for the
two calendar year since the Fund's  inception on September 1, 1998.  The returns
for the other classes of shares offered by this Prospectus differ from the Class
A returns shown in the bar chart, depending upon the respective expenses of each
class.  The chart does not reflect any sales  charge that you may be required to
pay when you buy or redeem the Fund's  shares.  A sales  charge will reduce your
return.

--------------------------------------------------------------------------------
                                  TOTAL RETURN
   1999         2000
  54.58%
--------------------------------------------------------------------------------

O    Highest Quarterly Return: [Fourth Quarter 1999], up [38.03]%
O    Lowest Quarterly Return: [Third Quarter 1999], down [0.32]%

The table  below  shows how the Fund's  average  annual  total  returns  for the
one-year and since Fund inception periods compared to those of the S&P Composite
Index of 500 stocks ("S&P 500"),  a market  value-weighted,  unmanaged  index of
common  stock  prices  for  500  selected  stocks.  It is also  compared  to the
Morningstar  Large Cap Growth Funds  Average and Lipper  Large-Cap  Growth Funds
Average, each an average of the total returns of all mutual funds with a current
investment style similar to that of the Fund, as calculated by Morningstar, Inc.
and Lipper,  Inc.,  respectively.  It is not  possible to invest  directly in an
index.  The Fund's total returns are adjusted to reflect the Fund's expenses for
Classes A, B and C shares and the maximum sales charge that you may pay when you
buy or redeem the Fund's shares.  The S&P 500 returns have not been adjusted for
ongoing  management,  distribution  and  operating  expenses  and sales  charges
applicable to mutual fund  investments.  The Morningstar  Large Cap Growth Funds
Average and Lipper Large-Cap Growth Funds Average returns have been adjusted for
these expenses but do not reflect any sales charges.


<TABLE>
<CAPTION>

AVERAGE ANNUAL TOTAL RETURNS                                                                 SINCE FUND INCEPTION
(for the periods ended December 31, 2000)                                 PAST 1 YEAR              (9/1/98)
<S>                                                                           <C>                    <C>
Kobrick Growth Fund: Class A* (inception 9/1/98)                              ___%                   ___%
     S&P 500                                                                  ___%                   ___%
     Morningstar Large Cap Growth Funds Average                               ___%                   ___%
     Lipper Large-Cap Growth Funds Average                                    ___%                   ___%
Kobrick Growth Fund: Class B* (inception 10/29/99)                            ___%                   ___%
     S&P 500                                                                  ___%                   ___%
     Morningstar Large Cap Growth Funds Average                               ___%                   ___%
     Lipper Large-Cap Growth Funds Average                                    ___%                   ___%
Kobrick Growth Fund: Class C* (inception 10/29/99)                            ___%                   ___%
     S&P 500                                                                  ___%                   ___%
     Morningstar Large Cap Growth Funds Average                               ___%                   ___%
     Lipper Large-Cap Growth Funds Average                                    ___%                   ___%

</TABLE>


*    Until  October  29,  1999,  the Fund had only one class of  shares  and was
     offered without a sales charge. These returns have been adjusted to reflect
     expenses and sales loads of the Fund's multiple class structure.  See "Fund
     Fees & Expenses."

** Calculated from August 31, 1998.




                                       12
<PAGE>


FUND FEES & EXPENSES
--------------------

FUND FEES & EXPENSES


The following  tables describe the fees and expenses that you may pay if you buy
and hold shares of the Fund.

SHAREHOLDER FEES

(fees paid directly from your investment)
<TABLE>


----------------------------------------------------------- --------------- -------------- ---------------
                                                               CLASS A         CLASS B        CLASS C
----------------------------------------------------------- --------------- -------------- ---------------
<S>                                                             <C>             <C>            <C>
Maximum sales charge (load) imposed on purchases (as a
         percentage of offering price)(1)(2)                    5.75%           None           1.00%(4)
----------------------------------------------------------- --------------- -------------- ---------------
Maximum deferred sales charge (load) (as a percentage of
         original purchase price or redemption proceeds,
         as applicable)(2)                                       (3)            5.00%          1.00%
----------------------------------------------------------- --------------- -------------- ---------------
Redemption fees                                                 None*           None*          None*
----------------------------------------------------------- --------------- -------------- ---------------
</TABLE>


(1)  A reduced sales charge on Class A and Class C shares applies in some cases.
     See "Ways to Reduce or Eliminate Sales Charges" within the section entitled
     "Fund Services."

(2)  Does not apply to reinvested distributions.

(3)  A 1.00%  contingent  deferred  sales charge applies with respect to certain
     purchases of Class A shares greater than $1,000,000  redeemed within 1 year
     after  purchase,  but not to any other  purchases or redemptions of Class A
     shares.  See "How Sales Charges Are Calculated" within the section entitled
     "Fund Services."


(4)  Accounts  established  prior to December 1, 2000 will not be subject to the
     1.00% front-end sales charge for exchange or additional  purchases of Class
     C shares.


*    Generally, a transaction fee will be charged for expedited payment of
     redemption proceeds such as by wire or overnight delivery. See "Investing
     in the Funds."

ANNUAL FUND OPERATING EXPENSES

(expenses that are deducted from Fund assets, as a percentage of average daily
net assets)

<TABLE>
<CAPTION>


----------------------- ----------------------------------- ------------------------------------ -----------------------------------
                               Kobrick Capital Fund            Kobrick Emerging Growth Fund              Kobrick Growth Fund
----------------------- ----------------------------------- ------------------------------------ -----------------------------------
                         Class A     Class B     Class C      Class A     Class B     Class C      Class A     Class B     Class C
----------------------- ----------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------
<S>                     <C>         <C>         <C>         <C>          <C>         <C>         <C>          <C>         <C>
Management fees         1.00%       1.00%       1.00%       1.00%        1.00%       1.00%       1.00%        1.00%       1.00%
----------------------- ----------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------
Distribution and/or     0.25%       1.00%*      1.00%*      0.25%        1.00%*      1.00%*      0.25%        1.00%*      1.00%*
service (12b-1) fees
----------------------- ----------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------
Other expenses          ___%        ___%        ___%        ___%         ___%        ___%        ___%         ___%        ___%
----------------------- ----------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------
Total annual fund
operating expenses (a)
                        ---%        ---%        ---%        ---%         ---%        ---%        ---%         ---%        ---%
----------------------- ----------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------
Fee Waiver (b)          ___%        ___%        ___%        ___%         ___%        ___%        ___%         ___%        ___%
----------------------- ----------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------
Net Expenses            ___%        ___%        ___%        ___%         ___%        ___%        ___%         ___%        ___%
----------------------- ----------- ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------


</TABLE>

*    Because of the higher 12b-1 fees, long-term  shareholders may pay more than
     the economic  equivalent of the maximum front-end sales charge permitted by
     rules of the National Association of Securities Dealers, Inc.


(a)  Until  October  29,  1999,  the Funds had only one class of shares and were
     offered  without a sales  charge and  therefore  total  expenses  have been
     restated to account  for fees and  expenses  under the Funds' new  multiple
     class structure.


(b)  The Adviser has agreed to cap the amount of Total Expenses at 1.50%,  2.25%
     and  2.25% for the Class A, B and C  shares,  respectively  of the  Kobrick
     Capital Fund and Kobrick  Emerging  Growth Fund and 1.40%,  2.15% and 2.15%
     for the Class A, B and C shares,  respectively  of the Kobrick Growth Fund.
     Accordingly, to the extent Total Expenses exceed the amount of the


                                       13
<PAGE>

     respective  cap,  the  Adviser  will  reduce  its  management  fees  and/or
     reimburse the Funds for certain  expenses.  With respect to each Fund,  the
     Adviser shall be permitted to recover  expenses it has borne after November
     1, 1999 (whether  through  reduction of its management fee or otherwise) in
     later periods to the extent that a Fund's expenses fall below the rates set
     forth above;  provided,  however,  that a Fund is not  obligated to pay any
     such  deferred  fees more than one year after the end of the fiscal year in
     which the fee was deferred. If the Adviser had not agreed to the cap and if
     the reimbursements  and waivers were not in effect for a Fund,  performance
     would be reduced accordingly.


EXAMPLE

This  example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

The example assumes that:

|X|  You invest $10,000 in a Fund for the time periods indicated;

|X|  Your investment has a 5% return each year; and

|X| A Fund's operating expenses remain the same.

Although  your actual  costs and returns may be higher or lower,  based on these
assumptions your costs would be:

<TABLE>


------------ ------------------------------------------ -------------------------------------------
                       KOBRICK CAPITAL FUND                    KOBRICK EMERGING GROWTH FUND
------------ ------------------------------------------ -------------------------------------------
---------------------------------------------------------------------------------------------------
            CLASS A      CLASS B          CLASS C      CLASS A       CLASS B          CLASS C
---------------------------------------------------------------------------------------------------
                       (1)     (2)      (1)      (2)              (1)      (2)      (1)      (2)
---------------------------------------------------------------------------------------------------
<S>            <C>     <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>
1 year         $____   $____    $____    $____   $____    $____    $____    $____    $____   $____
---------------------------------------------------------------------------------------------------
3 years        $____   $____    $____    $____   $____    $____    $____    $____    $____   $____
---------------------------------------------------------------------------------------------------
5 years        $____   $____    $____    $____   $____    $____    $____    $____    $____   $____
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
10 years*      $____   $____    $____    $____   $____    $____    $____    $____    $____   $____
---------------------------------------------------------------------------------------------------


</TABLE>



--------------------------------------------
            KOBRICK GROWTH FUND
--------------------------------------------
--------------------------------------------
CLASS A       CLASS B          CLASS C
--------------------------------------------
--------------------------------------------
           (1)      (2)      (1)      (2)
--------------------------------------------
--------------------------------------------
   $----    $----    $----    $----   $----
--------------------------------------------
--------------------------------------------
   $----    $----    $----    $----   $----
--------------------------------------------
--------------------------------------------
   $----    $----    $----    $----   $----
--------------------------------------------
--------------------------------------------
   $----    $----    $----    $----   $----
--------------------------------------------



(1)  Assumes redemption at end of period
(2)  Assumes no redemption at end of period
*    Class B shares  automatically  convert  to  Class A  shares  after 8 years;
     therefore, Class B amounts are calculated using Class A expenses in years 9
     and 10.



                                       14
<PAGE>


MORE ABOUT RISK
---------------
MORE ABOUT RISK

The Funds have principal  investment  strategies  that come with inherent risks.
The  following  is a list of risks to which the Fund may be subject by investing
in various types of securities or engaging in various practices.

MARKET RISK (All Funds) The risk that the market value of a security may move up
and down,  sometimes rapidly and unpredictably  based upon change in a company's
financial condition as well as overall market and economic conditions.

RISK OF SMALL CAPITALIZATION COMPANIES (Capital and Emerging Growth Funds) These
companies carry special risks, including narrower markets, limited financial and
management  resources,  less liquidity and greater volatility than large company
stocks.

MANAGEMENT RISK (All Funds) The risk that a strategy used by a Fund's  portfolio
management may fail to produce the intended result.

CREDIT  RISK  (All  Funds)  The  risk  that the  issuer  of a  security,  or the
counterparty to a contract,  will default or otherwise  become unable to honor a
financial obligation.

INTEREST RATE RISK (All Funds) The risk of market losses attributable to changes
in interest rates. In general,  the prices of fixed-income  securities rise when
interest rates fall, and fall when interest rates rise.


INFORMATION  RISK (All Funds) The risk that key information  about a security is
inaccurate or unavailable.  IPO securities involve greater information risk than
other equity securities due to the lack of public information.


OPPORTUNITY  RISK  (All  Funds)  The  risk  of  missing  out  on  an  investment
opportunity because the assets necessary to take advantage of it are invested in
less profitable investments.


LIQUIDITY RISK (All Funds) The risk that certain  securities may be difficult or
impossible to sell at the time and at the price that the seller would like. This
may result in a loss or may otherwise be costly to a Fund.  These types of risks
may apply to restricted securities,  Section 4(2) Commercial Paper, or Rule 144A
Securities.


VALUATION RISK (All Funds) The risk that the Fund has valued certain  securities
at a higher price than it can sell them for.

POLITICAL  RISK  (All  Funds)  The  risk  of  losses  directly  attributable  to
government or political actions.





                                       15
<PAGE>


MANAGEMENT TEAM
---------------
MEET THE FUNDS' INVESTMENT ADVISER


The Kobrick  Funds  family  consists  of three  mutual  funds  designed to offer
investors a range of growth oriented investment opportunities. Kobrick Funds are
distributed  through Nvest Funds  Distributor,  L.P. (the  "Distributor").  This
Prospectus  covers  Classes A, B and C shares of Kobrick  Capital Fund,  Kobrick
Emerging  Growth Fund and  Kobrick  Growth  Fund,  all of which  constitute  the
"Kobrick  Funds." As a shareholder of one or more of the Kobrick Funds,  you are
entitled to the same  benefits  and  privileges  as a  shareholder  of the Nvest
Funds,  including  the ability to exchange  into or out of any fund in the Nvest
Funds family. (See "Exchanging  Shares.") The Nvest Funds family, which includes
the Kobrick Funds,  includes __ mutual funds with a total of over $__ billion in
assets under management as of December 31, 2000.  Nvest Stock Funds,  Nvest Bond
Funds,  Nvest Star Funds and Nvest State Tax-Free  Funds,  constitute the "Nvest
Funds."  Nvest Cash  Management  Trust Money Market  Series and Nvest Tax Exempt
Money Market Trust constitute the "Money Market Funds."

ADVISER


The  Adviser,  KOBRICK  FUNDS  LLC,  located  at  101  Federal  Street,  Boston,
Massachusetts  02110,  serves as the investment adviser to each of the Funds and
is a  subsidiary  of CDC  Asset  Management  - North  America  (formerly,  Nvest
Companies,  L.P.),  which is a  subsidiary  of CDC Asset  Management.  CDC Asset
Management  is part of the  investment  management  arm of  France's  Caisse des
Depots et Consignations ("CDC"), a major diversified financial institution.  The
Adviser,  the  predecessor  to which was formed in 1997,  focuses  primarily  on
managing  growth-oriented  equity funds  including the Funds. As of December 31,
2000,  CDC Asset  Management - North America had more than $__ billion in assets
under management.

For the fiscal  year ended  September  30,  2000,  the Funds paid 1.00% of their
respective average daily net assets to the Adviser in advisory fees.


PORTFOLIO TRADES


In placing portfolio trades, the Adviser may use brokerage firms that market the
Funds' shares or are affiliated with CDC Asset Management - North America or the
Adviser. In placing trades, the Adviser will seek to obtain the best combination
of price and  execution,  which  involves a number of judgmental  factors.  Such
portfolio trades are subject to applicable  regulatory  restrictions and related
procedures adopted by the Funds' Board of Trustees.


MEET THE FUNDS' PORTFOLIO MANAGER

FREDERICK R. KOBRICK


Frederick  Kobrick has  managed  Kobrick  Capital  Fund from its  inception  and
Kobrick  Emerging  Growth  Fund from its  inception  until  February 1, 1999 and
returned  as its  portfolio  manager on April 9, 1999.  Mr.  Kobrick  previously
managed the Kobrick  Growth Fund from its inception  until June 30, 1999. He has
been in the investment  business for more than 29 years.  For the 12-year period
immediately prior to becoming  President of the predecessor to 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.  He received an
M.B.A.  from Harvard  Business  School and a B.A.  from Boston  University.  Mr.
Kobrick is also a Chartered  Financial Analyst. In addition to serving as senior
officer of the Adviser,  Mr. Kobrick is also a portfolio manager and a principal
in private investment  partnerships and may act in that capacity with respect to
other similar investment partnerships.


MICHAEL E. NANCE


                                       16
<PAGE>

Michael Nance has managed Kobrick Growth Fund since July 1, 1999. Mr. Nance,
Senior Vice President of the Adviser, joined the company in June 1999. Prior to
joining the Adviser, he was a Senior Vice President at Putnam Investments, where
he was a co-manager of the Putnam Voyager Fund, as well as other institutional
accounts. Mr. Nance joined Putnam in 1994 as an Assistant Vice President and
equity analyst in the Global Equity Research Group. Mr. Nance received an M.B.A.
from the University of Chicago Graduate School of Business and a B.S. in
Industrial Engineering from Drexel University. In addition to serving as Senior
Vice President of the Adviser, Mr. Nance is also a portfolio manager in private
investment partnerships and may act in that capacity with respect to other
similar investment partnerships.



                                       17

<PAGE>


FUND SERVICES
-------------
INVESTING IN THE FUND

CHOOSING A SHARE CLASS

The Fund  offers  Classes  A, B and C  shares  to the  public.  Each  class  has
different costs associated with buying,  selling and holding Fund shares,  which
allows  you to choose the class that best  meets  your  needs.  Which  class you
choose will depend upon the size of your  investment  and how long you intend to
hold your shares.  Class B shares,  Class C and certain shareholder features may
not be available to you if you hold your shares in a street name  account.  Your
financial  representative  can help you  decide  which  class of  shares is most
appropriate for you.

CLASS A SHARES

o    You pay a sales charge when you buy Fund shares.  There are several ways to
     reduce this charge.  See the section  entitled "Ways to Reduce or Eliminate
     Sales Charges."
o    You pay lower annual  expenses than Class B and Class C shares,  giving you
     the potential for higher returns per share.
o    You do not pay a sales charge on orders of $1 million or more,  but you may
     pay a charge on  redemption  if you redeem  these  shares  within 1 year of
     purchase.

CLASS B SHARES

o    You do not pay a sales charge when you buy Fund  shares.  All of your money
     goes to work for you right away.
o You pay higher annual expenses than Class A shares.
o    You will pay a charge on redemptions if you sell your shares within 6 years
     of  purchase,   as  described  in  the  section  "How  Sales   Charges  Are
     Calculated."
o    Your Class B shares will automatically  convert into Class A shares after 8
     years, which reduces your annual expenses.
o    We will not accept an order for $1  million or more of Class B shares.  You
     may,  however,  purchase  $1 million or more of Class A shares,  which will
     have no sales charge as well as lower annual expenses. You may pay a charge
     on redemption if you redeem these shares within 1 year of purchase.

CLASS C SHARES


o    You pay a sales charge when you buy Fund shares.  There are several ways to
     reduce this charge.  See the section  entitled "Ways to Reduce or Eliminate
     Sales Charges".
o You pay higher annual expenses than Class A shares.
o    You will pay a charge on  redemptions if you sell your shares within 1 year
     of purchase.
o    Your Class C shares will not automatically  convert into Class A shares. If
     you hold your  shares for longer than 8 years,  you'll pay higher  expenses
     than other classes.
o    We will not accept an order for $1  million or more of Class C shares.  You
     may,  however,  purchase  $1 million or more of Class A shares,  which will
     have no sales charge as well as lower annual expenses. You may pay a charge
     on redemption if you redeem these shares within 1 year of purchase.

For expenses associated with Classes A, B and C shares, see the section entitled
"Fund Fees & Expenses" in this Prospectus.


                                       18
<PAGE>

CERTIFICATES


Certificates  will not be issued  automatically  for any class of  shares.  Upon
written request, you may receive certificates for Class A shares only.




                                       19
<PAGE>


FUND SERVICES
-------------
HOW SALES CHARGES ARE CALCULATED

CLASS A SHARES

The  price that you pay when you buy Class A shares ("offering  price") is their
     net asset value plus a sales charge  (sometimes  called a "front-end  sales
     charge") which varies depending upon the size of your purchase.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                              CLASS A SALES CHARGES
      YOUR INVESTMENT          AS A % OF OFFERING PRICE      AS A % OF YOUR INVESTMENT
-------------------------------------------------------------------------------------------
<S>                                     <C>                           <C>
Less than         $  50,000             5.75%                         6.10%
-------------------------------------------------------------------------------------------
$  50,000     -   $  99,999             4.50%                         4.71%
-------------------------------------------------------------------------------------------
$ 100,000    -    $249,999              3.50%                         3.63%
-------------------------------------------------------------------------------------------
$ 250,000    -    $499,999              2.50%                         2.56%
-------------------------------------------------------------------------------------------
$ 500,000    -    $999,999              2.00%                         2.04%
-------------------------------------------------------------------------------------------
$1,000,000 or more*                     0.00%                         0.00%
-------------------------------------------------------------------------------------------

</TABLE>

*    For  purchases  of Class A shares  of the  Funds of $1  million  or more or
     purchases by Retirement Plans (Plans under Sections 401(a) or 401(k) of the
     Internal  Revenue Code with  investments of $1 million or more or that have
     100 or more eligible employees),  there is no front-end sales charge, but a
     contingent  deferred sales charge of 1.00% may apply to redemptions of your
     shares  within one year of the date of purchase.  See the section  entitled
     "Ways to Reduce or Eliminate Sales Charges."

CLASS B SHARES

The  offering  price of Class B shares  is their  net  asset  value,  without  a
front-end  sales charge.  However,  there is a contingent  deferred sales charge
("CDSC") on shares that you sell  within 6 years of buying  them.  The amount of
the CDSC,  if any,  declines  each year that you own your  shares.  The  holding
period for purposes of timing the  conversion to Class A shares and  determining
the CDSC will  continue  to run after an  exchange  to Class B shares of another
Kobrick Fund or Nvest Fund.  The CDSC equals the  following  percentages  of the
dollar amounts subject to the charge:

-----------------------------------------------------------
        CLASS B CONTINGENT DEFERRED SALES CHARGES
-----------------------------------------------------------
-------------------------- --------------------------------
   YEAR SINCE PURCHASE        CDSC ON SHARES BEING SOLD
-------------------------- --------------------------------
1st                        5.00%
-------------------------- --------------------------------
2nd                        4.00%
-------------------------- --------------------------------
3rd                        3.00%
-------------------------- --------------------------------
4th                        3.00%
-------------------------- --------------------------------
5th                        2.00%
-------------------------- --------------------------------
6th                        1.00%
-------------------------- --------------------------------
Thereafter                 0.00%
-------------------------- --------------------------------


CLASS C SHARES


The  offering  price of Class C shares is their net asset value plus a front-end
sales  charge  of 1.00%  (1.01%  of your  investment).  Class C shares  are also
subject to a CDSC of 1.00% on  redemptions  made  within one year of the date of
purchase. The holding period for determining the CDSC will continue to run after
an exchange to Class C shares of another Kobrick Fund or Nvest Fund.


-----------------------------------------------------------
        CLASS C CONTINGENT DEFERRED SALES CHARGES
-----------------------------------------------------------
   YEAR SINCE PURCHASE        CDSC ON SHARES BEING SOLD
-------------------------- --------------------------------
1st                        1.00%
-------------------------- --------------------------------
Thereafter                 0.00%
-------------------------- --------------------------------

                                       20
<PAGE>


HOW THE CDSC IS APPLIED TO YOUR SHARES

The CDSC is a sales  charge you pay when you redeem  certain  Fund  shares.  The
CDSC:

o is  calculated  based on the number of shares you are  selling;  o is based on
either your original purchase price or the current net asset
     value of the shares being sold, whichever is lower;
o    is deducted from the proceeds of the redemption, not from the amount
     remaining in your account; and
o    for year one applies to redemptions through the day one year after the date
     on which your purchase was accepted, and so on for subsequent years.

A CDSC WILL NOT BE CHARGED ON:

o  increases  in net asset  value  above the  purchase  price;  or o shares  you
acquired by reinvesting your dividends or capital gains
     distributions.

To keep your CDSC as low as possible, each time that you place a request to sell
shares we will  first  sell any shares in your  account  that carry no CDSC.  If
there are not enough of these  shares  available to meet your  request,  we will
sell the shares with the lowest CDSC.

EXCHANGES INTO SHARES OF ANY NVEST MONEY MARKET FUND

If you exchange  shares of the Fund into shares of the Nvest Money Market Funds,
the holding period for purposes of determining  the CDSC and conversion to Class
A shares stops until you exchange  back into shares of another  Kobrick Funds or
Nvest Fund. If you choose to redeem those Nvest Money Market Fund shares, a CDSC
may apply.

                                       21
<PAGE>


FUND SERVICES
-------------
WAYS TO REDUCE OR ELIMINATE SALES CHARGES

CLASS A OR CLASS C SHARES

REDUCING SALES CHARGES

There are several ways you can lower your sales charge for Class A utilizing the
chart on the previous page, including:


o    LETTER OF INTENT -- allows you to  purchase  Class A shares of any  Kobrick
     Fund or Nvest Fund over a 13-month  period but pay sales  charges as if you
     had  purchased  all shares at once.  This program can save you money if you
     plan to invest  $50,000  or more over 13 months.  Purchases  in Class B and
     Class C shares may be used toward meeting the letter of intent.

O    COMBINING  ACCOUNTS  -- allows you to combine  shares of  multiple  Kobrick
     Funds and other Nvest Funds and classes for  purposes of  calculating  your
     sales  charge.  You may  combine  your  purchases  with those of  qualified
     accounts  of  a  spouse,   parents,   children,   siblings,   grandparents,
     grandchildren,     in-laws,    individual    fiduciary    accounts,    sole
     proprietorships,  single trust  estates and any other group of  individuals
     acceptable to the Distributor.

These  privileges do not apply to the Nvest Money Market Funds unless shares are
purchased through an exchange from another Kobrick Fund or Nvest Fund.

ELIMINATING SALES CHARGES AND CDSC

Class A shares may be offered  without  front-end  sales charges or a CDSC,  and
Class C shares may be offered without a front-end sales charge, to the following
individuals and institutions:

o    Any  government  entity that is  prohibited  from paying a sales  charge or
     commission to purchase mutual fund shares;
o    Selling brokers, sales representatives or other intermediaries under
     arrangements with the Distributor;
o    Fund Trustees and other  individuals  who are  affiliated  with any Kobrick
     Fund,  Nvest Fund or Money  Market  Fund (this also  applies to any spouse,
     parents,  children,  siblings,  grandparents,  grandchildren and in-laws of
     those mentioned);
o    Participants  in  certain  Retirement  Plans  with at  least  100  eligible
     employees (one-year CDSC may apply); o Non-discretionary and non-retirement
     accounts  of  bank  trust  departments  or  trust  companies  only  if they
     principally engage in banking or trust activities;
o    Investments  of  $25,000  or more in Kobrick  Funds,  Nvest  Funds or Money
     Market Funds by clients of an adviser or  subadviser  to any Kobrick  Fund,
     Nvest Fund or Money Market Fund; and
o    Accounts  open as of October 31, 1999 that became Class A  shareholders  of
     the relevant  Fund,  are not subject to  applicable  sales  charges and may
     exchange into Class A shares of another  Kobrick Fund or Nvest Fund without
     the imposition of a sales charge.

REPURCHASING FUND SHARES

You may apply  proceeds  from  redeeming  Class A or Class C shares of the Funds
(without  paying  a sales  charge)  to  repurchase  Class A or  Class C  shares,
respectively,  of any Kobrick Fund or Nvest Fund. To qualify,  you must reinvest
some or all of the  proceeds  within 120 days after your  redemption  and notify
Nvest Funds or your financial  representative  at the time of reinvestment  that
you are taking  advantage  of this  privilege.  You may reinvest  your  proceeds
either by returning the  redemption  check or by sending a new check for some or
all of the redemption amount.


                                       22
<PAGE>

Please  note:  For federal  income tax  purposes,  A  REDEMPTION  IS A SALE THAT
INVOLVES TAX  CONSEQUENCES,  EVEN IF THE PROCEEDS ARE LATER  REINVESTED.  Please
consult your tax adviser for how a redemption would affect you.

If you repurchase  Class A shares of $1 million or more within 30 days after you
redeem such shares,  the Distributor  will rebate the amount of the CDSC charged
on the redemption.

CLASSES A, B OR C SHARES

ELIMINATING THE CDSC

As long as we are  notified  at the time you sell,  the CDSC for any share class
will generally be eliminated in the following cases:

o    to make distributions from a retirement plan (a plan termination or total
     plan redemption may incur a CDSC);

o    to make payments through a systematic withdrawal plan; or

o    due to shareholder death or disability.


If you think you may be eligible for a sales charge  elimination  or  reduction,
contact your financial representative or Nvest Funds.








                                       23
<PAGE>


FUND SERVICES
-------------
IT'S EASY TO OPEN AN ACCOUNT


TO OPEN AN ACCOUNT WITH NVEST FUNDS:


1.   Read this Prospectus carefully.

2.   Determine how much you wish to invest. The following chart shows the
     investment minimums for various types of accounts:


<TABLE>
<CAPTION>

                                                                           MINIMUM TO OPEN AN
                                                   MINIMUM TO OPEN AN         ACCOUNT USING        MINIMUM FOR EXISTING
                TYPE OF ACCOUNT                         ACCOUNT            INVESTMENT BUILDER            ACCOUNTS
------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                      <C>                      <C>
Any account other than those listed below                $2,500                   $100                     $100
Accounts registered under the Uniform Gifts to
Minors Act or the Uniform Transfers to Minors            $2,500                   $100                     $100
Act
Individual Retirement Accounts ("IRAs")                   $500                    $100                     $100
Retirement plans with tax benefits such as
corporate pension, profit sharing and Keogh               $250                    $100                     $100
plans
Payroll Deduction Investment Programs for
SARSEP*, SEP, SIMPLE IRA, 403(b)(7) and                   $25                      N/A                     N/A
certain other retirement plans

</TABLE>

*    Effective  January 1, 1997, the Savings  Incentive Match Plan for Employees
     of Small Employers  (SIMPLE) IRA became  available  replacing SARSEP plans.
     SARSEP  plans  established  prior to January 1, 1997 may remain  active and
     continue to add new employees.


3.   Complete  the  appropriate  parts  of the  account  application,  carefully
     following the  instructions.  If you have any  questions,  please call your
     financial   representative  or  Nvest  Funds  at  800-225-5478.   For  more
     information  on Nvest  Funds'  investment  programs,  refer to the  section
     entitled "Additional Investor Services" in this Prospectus.


4.   Use the following sections as your guide for purchasing shares.

SELF-SERVICING YOUR ACCOUNT

Buying or selling shares is easy with the services described below:


NVEST FUNDS PERSONAL ACCESS LINE(R)

800-225-5478, PRESS 1

NVEST FUNDS WEB SITE

WWW.NVESTFUNDS.COM


You have access to your  account 24 hours a day by calling the  Personal  Access
Line(R)  from a  touch-tone  telephone  or by  visiting  us online.  Using these
customer service options, you may:

o    purchase, exchange or redeem shares in your existing accounts (certain
     restrictions may apply);
o    review your account balance, recent transactions, Fund prices and recent
     performance;
o    order duplicate account statements; and
o    obtain tax information.


                                       24
<PAGE>

Please  see the  following  pages for other ways to buy,  exchange  or sell your
shares.

                                       25
<PAGE>


FUND SERVICES
-------------
BUYING SHARES
<TABLE>
<CAPTION>

                                      OPENING AN ACCOUNT                ADDING TO AN ACCOUNT
<S>                                   <C>                            <C>

THROUGH YOUR INVESTMENT DEALER

                                      o    Call your                 o    Call your
                                           investment                     investment
                                           dealer for                     dealer for
                                           information.                   information.


BY MAIL
[GRAPHICS OMITTED]
                                                                     o    Make out a
                                      o    Make out a                     check in U.S.
                                           check in U.S.                  dollars for the
                                           dollars for the                investment
                                           investment                     amount, payable
                                           amount, payable                to "Nvest
                                           to "Nvest                      Funds." Third
                                           Funds." Third                  party checks
                                           party checks                   and "starter"
                                           and "starter"                  checks will not
                                           checks will not                be accepted.
                                           be accepted.
                                                                     o    Fill out the
                                      o    Mail the check                 detachable
                                           with your                      investment slip
                                           completed                      from an account
                                           application to                 statement. If
                                           Nvest Funds,                   no slip is
                                           P.O. Box 8551,                 available,
                                           Boston, MA                     include with
                                           02266-8551                     the check a
                                                                          letter
                                                                          specifying
                                                                          the
                                                                          Fund
                                                                          name,
                                                                          your
                                                                          class
                                                                          of
                                                                          shares,
                                                                          your
                                                                          account
                                                                          number
                                                                          and
                                                                          the
                                                                          registered
                                                                          account
                                                                          name(s).
                                                                          To
                                                                          make
                                                                          investing
                                                                          even
                                                                          easier,
                                                                          you
                                                                          can
                                                                          order
                                                                          more
                                                                          investment
                                                                          slips
                                                                          by
                                                                          calling
                                                                          800-225-5478.




BY EXCHANGE
[GRAPHICS OMITTED]
                                      o    The exchange              o    The exchange
                                           must be for a                  must be for a
                                           minimum of                     minimum of
                                           $1,000 or for                  $1,000 or for
                                           all of your                    all of your
                                           shares.                        shares.


                                      o    Obtain a                  o    Call your
                                           current                        investment
                                           prospectus for                 dealer or Nvest
                                           the Fund into                  Funds at
                                           which you are                  800-225-5478 or
                                           exchanging by                  visit
                                           calling your                   nvestfunds.com
                                           investment                     to request an
                                           dealer or Nvest                exchange.
                                           Funds at
                                           800-225-5478.             o    See the section
                                                                          entitled
                                      o    Call your                      "Exchanging
                                           investment                     Shares" for
                                           dealer or Nvest                more details.
                                           Funds to
                                           request an
                                           exchange.


                                      o    See the section
                                           entitled
                                           "Exchanging
                                           Shares." for
                                           more details







BY WIRE
[GRAPHIC OMITTED]
                                      o    Call Nvest                o    Visit
                                           Funds at                       nvestfunds.com
                                           800-225-5478 to                to add shares
                                           obtain an                      to your account
                                           account number                 by wire.
                                           and wire
                                           transfer
                                           instructions.
                                           Your bank may
                                           charge you for            o    Instruct your
                                           such a                         bank to
                                           transfer.                      transfer funds
                                                                          to State Street
                                                                          Bank &
                                                                          Trust
                                                                          Company,
                                                                          ABA#
                                                                          011000028,
                                                                          DDA#
                                                                          99011538.


                                                                     o    Specify the
                                                                          Fund name, your
                                                                          class of
                                                                          shares, your
                                                                          account number
                                                                          and


                                       26
<PAGE>

                                                                          the registered
                                                                          account
                                                                          name(s). Your
                                                                          bank may charge
                                                                          you for such a
                                                                          transfer.



AUTOMATIC INVESTING THROUGH INVESTMENT BUILDER
[GRAPHIC OMITTED]
                                      o    Indicate on               o    Please call
                                           your                           Nvest Funds at
                                           application                    800-225-5478
                                           that you would                 for a Service
                                           like to begin                  Options Form. A
                                           an automatic                   signature
                                           investment plan                guarantee may
                                           through                        be required to
                                           Investment                     add this
                                           Builder and the                privilege.
                                           amount of the
                                           monthly                   o    See the section
                                           investment                     entitled
                                           ($100 minimum).                "Additional
                                                                          Investor
                                      o    Send a check                   Services".
                                           marked "Void"
                                           or a deposit
                                           slip from your
                                           bank account
                                           along with your
                                           application.


THROUGH AUTOMATED CLEARING HOUSE ("ACH")
[GRAPHIC OMITTED]
                                      o    Ask your bank             o    Call Nvest
                                           or credit union                Funds at
                                           whether it is a                800-225-5478 or
                                           member of the                  visit
                                           ACH system.                    nvestfunds.com
                                                                          to add shares
                                      o    Complete the                   to your account
                                           "Telephone                     through ACH.
                                           Withdrawal and
                                           Exchange" and             o    If you have not
                                           "Bank                          signed up for
                                           Information"                   the ACH system,
                                           sections on                    please call
                                           your account                   Nvest Funds for
                                           application.                   a Service
                                                                          Options Form. A
                                                                          signature
                                      o    Mail your                      guarantee may
                                           completed                      be required to
                                           application to                 add this
                                           Nvest Funds,                   privilege.
                                           P.O. Box 8551,
                                           Boston, MA
                                           02266-8551.



</TABLE>

                                       27
<PAGE>


FUND SERVICES
-------------
SELLING SHARES

                       TO SELL SOME OR ALL OF YOUR SHARES

Certain restrictions may apply. See section entitled "Restrictions on Buying,
Selling and Exchanging Shares."

THROUGH YOUR INVESTMENT DEALER

                    o Call your investment dealer for information.

BY MAIL

                    o    Write a letter to request a redemption  specifying  the
                         name of your Fund,  your class of shares,  your account
                         number,  the  exact  registered  account  name(s),  the
                         number of shares or the  dollar  amount to be  redeemed
                         and the  method  by  which  you  wish to  receive  your
                         proceeds. Additional materials may be required. See the
                         section entitled "Selling Shares in Writing."

                    o    The request  must be signed by all of the owners of the
                         shares and must  include the capacity in which they are
                         signing, if appropriate.


                    o    Mail your request by REGULAR mail to Nvest Funds,  P.O.
                         Box  8551,  Boston,  MA  02266-8551  or by  REGISTERED,
                         EXPRESS OR  CERTIFIED  mail to Nvest  Funds,  66 Brooks
                         Drive, Braintree, MA 02184.


                    o    Your  proceeds  (less  any  applicable  CDSC)  will  be
                         delivered by the method  chosen in your letter.  If you
                         choose to have your  proceeds  delivered by mail,  they
                         will  generally  be mailed to you on the  business  day
                         after the request is  received  in good order.  You may
                         also  choose  to  redeem  by wire or  through  ACH (see
                         below).

BY EXCHANGE


                    o    Obtain a current prospectus for the Fund into which you
                         are  exchanging  by calling your  investment  dealer or
                         Nvest Funds at 800-225-5478.

                    o    Call Nvest Funds or visit  nvestfunds.com to request an
                         exchange.


                    o    See the section entitled  "Exchanging  Shares" for more
                         details.

BY WIRE

                    o    Fill out the  "Telephone  Withdrawal  and Exchange" and
                         "Bank    Information"    sections   on   your   account
                         application.

                    o    Call Nvest Funds at 800-225-5478,  visit nvestfunds.com
                         or  indicate  in your  redemption  request  letter (see
                         above)  that you wish to have  your  proceeds  wired to
                         your bank.

                    o    Proceeds (less any  applicable  CDSC) will generally be
                         wired on the next business  day. A wire fee  (currently
                         $5.00) will be deducted from the proceeds.

THROUGH AUTOMATED CLEARING HOUSE

                    o    Ask your bank or credit union whether it is a member of
                         the ACH system.

                    o    Complete the  "Telephone  Withdrawal  and Exchange" and
                         "Bank    Information"    sections   on   your   account
                         application.



                    o    If you have not  signed  up for the ACH  system on your
                         application,  please call Nvest  Funds at  800-225-5478
                         for a Service Options Form.

                    o    Call Nvest Funds or visit  nvestfunds.com  to request a
                         redemption through this system.


                    o    Proceeds  (less any  applicable  CDSC)  will  generally
                         arrive at your bank within three business days.

BY SYSTEMATIC WITHDRAWAL PLAN


                    o    Please refer to the section entitled "Additional
                         Investor Services" or call Nvest


                                       28
<PAGE>

                         Funds at 800-225-5478 or your financial  representative
                         for information.

                    o    Because withdrawal  payments may have tax consequences,
                         you should consult your tax adviser before establishing
                         such a plan.

BY TELEPHONE

                    o    You may  receive  your  proceeds  by  mail,  by wire or
                         through ACH (see above).


                    o    Call Nvest Funds at  800-225-5478  to choose the method
                         you wish to use to redeem your shares.




                                       29
<PAGE>


FUND SERVICES
-------------
SELLING SHARES IN WRITING


If you wish to redeem your shares in writing, all owners of the shares must sign
the redemption request in the exact names in which the shares are registered and
indicate any special capacity in which they are signing.  In certain situations,
you will be  required to make your  request to sell shares in writing.  In these
instances,  a letter of instruction signed by the authorized owner is necessary.
In certain  situations,  we also may require a signature guarantee or additional
documentation.

A signature  guarantee  protects you against  fraudulent orders and is necessary
if:

o    your address of record has been changed within the past 30 days;

o    you are selling more than $100,000 worth of shares and you are requesting
     the proceeds by check; or

o    a proceeds  check for any amount is either  mailed to an address other than
     the address of record or not payable to the registered owner(s).

A notary public CANNOT provide a signature guarantee.  A signature guarantee can
be obtained from one of the following sources:

o    a financial representative or securities dealer;

o    a federal savings bank, cooperative, or other type of bank;

o    a savings and loan or other thrift institution;

o    a credit union; or

o    a securities exchange or clearing agency.


SELLER (ACCOUNT TYPE)                          REQUIREMENTS FOR WRITTEN REQUESTS

INDIVIDUAL, JOINT, SOLE                                  o    The request
PROPRIETORSHIP, UGMA/UTMA (MINOR                              must include
ACCOUNTS)                                                     the signatures
                                                              of all persons
                                                              authorized to
                                                              sign, including
                                                              title, if
                                                              applicable.

                                                         o    Signature
                                                              guarantee,      if
                                                              applicable    (see
                                                              above).






CORPORATE OR ASSOCIATION ACCOUNTS                        o    The request
                                                              must include
                                                              the signatures
                                                              of all persons
                                                              authorized to
                                                              sign, including
                                                              title.


OWNERS OR TRUSTEES OF TRUST
ACCOUNTS
                                                         o    The  request  must
                                                              include        the
                                                              signatures  of all
                                                              trustees
                                                              authorized      to
                                                              sign,    including
                                                              title.

                                                         o    If the names of
                                                              the trustees
                                                              are not
                                                              registered on
                                                              the account,
                                                              please provide
                                                              a copy of the
                                                              trust document
                                                              certified
                                                              within the past
                                                              60 days.

                                                         o    Signature
                                                              guarantee,      if
                                                              applicable    (see
                                                              above).



JOINT TENANCY WHOSE CO-TENANTS ARE
DECEASED
                                                         o    The  request  must
                                                              include        the
                                                              signatures  of all
                                                              surviving  tenants
                                                              of the account.

                                                         o    Copy of the  death
                                                              certificate.

                                                         o    Signature
                                                              guarantee       if
                                                              proceeds  check is
                                                              issued   to  other
                                                              than the surviving
                                                              tenants.



POWER OF ATTORNEY (POA)
                                                         o    The request
                                                              must include
                                                              the signatures
                                                              of the attorney


<PAGE>


                                                              -in-fact,
                                                              indicating such
                                                              title.

                                                         o    A        signature
                                                              guarantee.

                                                         o    Certified copy
                                                              of the POA
                                                              document
                                                              stating it is
                                                              still in full
                                                              force and
                                                              effect,
                                                              specifying the
                                                              exact Fund and
                                                              account number,
                                                              and certified
                                                              within 30 days
                                                              of receipt of
                                                              instructions.*


QUALIFIED RETIREMENT BENEFIT PLANS
(EXCEPT NVEST FUNDS PROTOTYPE
DOCUMENTS)
                                                         o    The  request  must
                                                              include        the
                                                              signatures  of all
                                                              those   authorized
                                                              to sign, including
                                                              title.

                                                         o    Signature
                                                              guarantee,      if
                                                              applicable    (see
                                                              above).




EXECUTORS OF ESTATES,
ADMINISTRATORS, GUARDIANS,
CONSERVATORS
                                                         o    The  request  must
                                                              include        the
                                                              signatures  of all
                                                              those   authorized
                                                              to sign, including
                                                              capacity.

                                                         o    A        signature
                                                              guarantee.

                                                         o    Certified copy
                                                              of court
                                                              document where
                                                              signer derives
                                                              authority,
                                                              e.g.: Letters
                                                              of
                                                              Administration,
                                                              Conservatorship,
                                                              Letters
                                                              Testamentary.*




INDIVIDUAL RETIREMENT ACCOUNTS
(IRAS)
                                                         o    Additional
                                                              documentation  and
                                                              distribution forms
                                                              are required.




*    Certification  may  be  made  on  court  documents  by the  court,  usually
     certified by the clerk of the court. Power of Attorney certification may be
     made by a commercial bank,  broker/member of a domestic stock exchange or a
     practicing attorney.



                                       31

<PAGE>


FUND SERVICES
-------------
EXCHANGING SHARES


In general, you may exchange shares of your Fund for shares of the same class of
another  Kobrick Fund or Nvest Fund without paying a sales charge or a CDSC (see
the sections entitled "Buying Shares" and "Selling  Shares").  The exchange must
be for a minimum  of $1,000  (or the  total  net  asset  value of your  account,
whichever is less),  or $100 if made under the Automatic  Exchange Plan (see the
section entitled "Additional  Investor Services").  All exchanges are subject to
the  eligibility  requirements  of the Kobrick Fund,  Nvest Fund or Money Market
Fund into which you are exchanging. The exchange privilege may be exercised only
in those  states where  shares of the Kobrick  Fund,  Nvest Fund or Money Market
Fund may be legally sold. For federal  income tax purposes,  an exchange of Fund
shares for shares of another  Kobrick  Fund,  Nvest Fund or Money Market Fund is
generally  treated  as a sale on which  gain or loss may be  recognized.  Please
refer to the Statement of Additional  Information  (the "SAI") for more detailed
information on exchanging Fund shares.



RESTRICTIONS ON BUYING, SELLING AND EXCHANGING SHARES

PURCHASE AND EXCHANGE RESTRICTIONS

Although a Fund does not  anticipate  doing so, it reserves the right to suspend
or change  the  terms of  purchasing  or  exchanging  shares.  Each Fund and the
Distributor  reserve the right to refuse or limit any purchase or exchange order
by a particular purchaser (or group of related purchasers) if the transaction is
deemed  harmful to the best interest of the Fund's other  shareholders  or would
disrupt the  management of the Fund.  The Fund and the  Distributor  reserve the
right to restrict purchases and exchanges for the accounts of "market timers" by
limiting the  transaction to a maximum dollar amount.  An account will be deemed
to be one of a market timer if: (i) more than two exchange  purchases of a given
Fund are made for the account in a calendar  quarter or (ii) the  account  makes
one or more  exchange  purchases  of a given  Fund in a  calendar  quarter in an
aggregate amount in excess of 1% of the Fund's total net assets.

SELLING RESTRICTIONS

The table  below  describes  restrictions  placed on selling  shares of any Fund
described in this Prospectus:



RESTRICTION                                                 SITUATION

The Fund may suspend the right of             o   When the New York Stock
redemption or postpone payment for                Exchange (the "Exchange") is
more than 7 days:                                 closed (other than a
                                                  weekend/holiday)
                                              o   During an emergency
                                              o   Any other period permitted by
                                                  the SEC
--------------------------------------------------------------------------------
The Fund reserves the right to                o   With a notice of a dispute
suspend account services or refuse                between registered owners
transaction requests:                         o    With suspicion/evidence of a
                                                   fraudulent act
--------------------------------------------------------------------------------
The Fund may pay the redemption               o   When it is detrimental for the
price in whole or in part by a                    Fund to make cash payments as
distribution in kind of readily                   determined in the sole
marketable securities in lieu of                  discretion of the Adviser
cash or may take up to 7 days to
pay a redemption request in order
to raise capital:
--------------------------------------------------------------------------------

                                       32
<PAGE>



The Fund may close your account and           o   When the Fund account falls
send you the proceeds. You will                   below a set minimum (currently
have 60 days after being notified                 $1,000 as set by the Fund's
of the Fund's intention to close                  Board of Trustees)
your account to increase the
account to the set minimum. This
does not apply to certain qualified
retirement plans, automatic
investment plans or accounts that
have fallen below the minimum
solely because of fluctuations in
the Fund's net asset value per
share:
--------------------------------------------------------------------------------
The Fund may withhold redemption              o   When redemptions are made
proceeds until the check or funds                 within 10 calendar days of
have cleared:                                     purchase by check or ACH of
                                                  the shares being redeemed
--------------------------------------------------------------------------------

Telephone redemptions are not accepted for tax-qualified retirement accounts.

If you hold certificates  representing your shares,  they must be sent with your
request for it to be honored.

The Fund recommends that certificates be sent by registered mail.


                                       33

<PAGE>


FUND SERVICES
-------------
HOW FUND SHARES ARE PRICED

"Net asset value" is the price of one share of the Fund without a sales  charge,
and is calculated each business day using this formula:

NET     TOTAL MARKET VALUE OF SECURITIES + CASH AND OTHER ASSETS - LIABILITIES
ASSET = ----------------------------------------------------------------------
VALUE                                NUMBER OF OUTSTANDING SHARES


The net asset value of Fund shares is determined according to this schedule:


o    A share's net asset value is determined at the close of regular  trading on
     the Exchange on the days the Exchange is open for trading. This is normally
     4:00 p.m. Eastern time. Fund shares will not be priced on the days on which
     the Exchange is closed for trading.


o    The price you pay for  purchasing,  redeeming or exchanging a share will be
     based upon the net asset value next calculated after your order is received
     "in good  order"  by  State  Street  Bank and  Trust  Company,  the  Fund's
     custodian (plus or minus applicable  sales charges as described  earlier in
     this Prospectus).

o    Requests  received by the  Distributor  after the  Exchange  closes will be
     processed based upon the net asset value determined at the close of regular
     trading on the next day that the Exchange is open,  with the exception that
     those orders  received by your  investment  dealer  before the close of the
     Exchange and received by the Distributor  before 5:00 p.m. Eastern time* on
     the same day will be based on the net asset value determined on that day.

o    A Fund  heavily  invested  in foreign  securities  may have net asset value
     changes on days when you cannot buy or sell its shares.

*    Under limited  circumstances,  the Distributor may enter into a contractual
     agreement  pursuant to which it may accept orders after 5:00 p.m.,  but not
     later than 8:00 p.m.

Generally,  during times of  substantial  economic or market  change,  it may be
difficult to place your order by phone. During these times, you may deliver your
order in person to the  Distributor  or send your order by mail as  described in
"Buying Shares" and "Selling Shares."



Generally, Fund securities are valued as follows:

EQUITY  SECURITIES  -- most  recent  sales or quoted bid price as  provided by a
     pricing service.

DEBT SECURITIES  (OTHER  THAN  SHORT-TERM  OBLIGATIONS)  -- based  upon  pricing
     service valuations.

SHORT-TERM  OBLIGATIONS  (REMAINING  MATURITY OF LESS THAN 60 DAYS) -- amortized
     cost (which approximates market value).

SECURITIES  TRADED ON FOREIGN  EXCHANGES  -- most recent  sale/bid  price on the
     non-U.S.  exchange,  unless an  occurrence  after the close of the exchange
     will  materially  affect its value. In that case, it is given fair value as
     determined by or under the direction of the Funds' Board of Trustees at the
     close of regular trading on the Exchange.

OPTIONS -- last sale price, or if not available, last offering price.

FUTURES --  unrealized  gain or loss on the contract  using  current  settlement
     price.  When a  settlement  price is not used,  futures  contracts  will be
     valued at their fair value as  determined  by or under the direction of the
     Funds' Board of Trustees.


ALL  OTHER  SECURITIES  -- fair market value as determined by the Adviser of the
     Fund under the direction of the Funds' Board of Trustees.

The effect of fair value pricing as described  above for  "Securities  traded on
foreign  exchanges"  and "All other  securities"  is that  securities may not be
priced on the basis of  quotations  from the  primary  market in which  they are
traded but  rather,  may be priced by another  method  that the Funds'  Board of
Trustees believes actually reflects fair value.




                                       34
<PAGE>

                                       35
<PAGE>


FUND SERVICES
-------------
DIVIDENDS AND DISTRIBUTIONS


Each  Fund  generally  distributes  most  or all of its  net  investment  income
annually  (other  than  capital  gains)  in the  form  of  dividends.  The  Fund
distributes all net realized long- and short-term capital gains annually,  after
applying any available capital loss carryovers. The Funds' Board of Trustees may
adopt a different schedule as long as payments are made at least annually.


Depending on your investment goals and priorites, you may choose to:

o    Participate in the Dividend  Diversification  Program,  which allows you to
     have all dividends and  distributions  automatically  invested at net asset
     value in shares of the same class of another  Kobrick  Fund or other  Nvest
     Fund registered in your name. Certain investment  minimums and restrictions
     may  apply.  For more  information  about  this  program,  see the  section
     entitled "Additional Investor Services."

o    receive distributions from dividends and interest in cash while reinvesting
     distributions  from capital gains in additional shares of the same class of
     the Fund, or in the same class of anotherKobrick Fund or Nvest Fund.

o    receive all distributions in cash.

Unless you select one of the above options,  distributions will automatically be
reinvested in shares of the same class of the Fund at net asset value.

For more information or to change your distribution option,  contact Nvest Funds
in writing or call 800-225-5478.

If you earn more than $10 annually in taxable income from a non-retirement  plan
Fund, you will receive a Form 1099 to help you report the prior calendar  year's
distributions on your federal income tax return.  Be sure to keep this Form 1099
as a  permanent  record.  A fee may be  charged  for any  duplicate  information
requested.

TAX CONSEQUENCES

The Fund intends to meet all requirements of the Internal Revenue Code necessary
to qualify as a "regulated  investment  company" and thus does not expect to pay
any federal income tax on income and capital gains distributed to shareholders.

Fund  distributions paid to you are taxable whether you received them in cash or
reinvested  tem in  additional  shares.  Distributions  derived from  short-term
capital gains or  investment  income are  generally  taxable at ordinary  income
rates.  If you  are a  corporation  investing  in a Fund,  a  portion  of  these
dividends may qualify for the  dividends  received  deduction  provided that you
meet  certain  holding  period   requirements.   Distributions   of  gains  from
investments  that the Fund owned for more than one year that are  designated  by
the Fund as capital gain  dividends  will  generally be taxable to a shareholder
receiving such  distributions as long-term capital gain,  regardless of how long
the shareholder has held Fund shares.  Distributions  are taxable to you even if
they are paid from income or gains  earned by the Fund  before  your  investment
(and thus were included in the price you paid).

Any gain  resulting  from the sale of Fund shares will  generally  be subject to
tax. An exchange of Fund shares for shares of another  Kobrick Fund,  Nvest Fund
or a Money Market Fund is generally treated as a sale, and any resulting gain or
loss will generally be subject to federal income tax. If you purchase  shares of
the Fund shortly before it declares a capital gain distribution or a dividend, a
portion of the purchase price may be returned to you as a taxable distribution.

You should  consult your tax adviser  about any  federal,  state and local taxes
that may apply to the distributions you receive.

As of the date of this Prospectus,  a single investor owns a significant portion
of the shares of each Fund.  Redemption by this investor of all or a substantial
part of its  investment  in a Fund  could  require  the  Adviser to sell a large
amount of portfolio  securities.  Such sales could result in the  realization of
capital gains,  which would be required to be distributed to shareholders of the
affected Fund.

                                       36
<PAGE>

COMPENSATION TO SECURITIES DEALERS

As part of their business strategies, the Funds pay securities dealers that sell
their  shares.  This  compensation  originates  from two sources:  sales charges
(front-end or deferred) and 12b-1 fees  (comprising  the annual  service  and/or
distribution  fees of a plan adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940).  The sales  charges are  detailed in the section  entitled
"How Sales  Charges  Are  Calculated."  Each class of Fund shares pays an annual
service  fee of 0.25% of its  average  daily net  assets.  In  addition  to this
service  fee,  Class B shares pay an annual  distribution  fee of 0.75% of their
average daily net assets for 8 years (at which time they  automatically  convert
into Class A shares).  Class C shares are subject to a distribution fee of 0.75%
of their  average  daily  net  assets.  Generally,  the  12b-1  fees are paid to
securities dealers on a quarterly basis. The Distributor  retains the first year
of such fees for Class C shares. Because these distribution fees are paid out of
the  Fund's  assets on an  ongoing  basis,  over time these fees for Class B and
Class C shares will increase the cost of your  investment  and may cost you more
than paying the front-end sales charge on Class A shares.

The Distributor may, at its expense, pay concessions in addition to the payments
described above to dealers which satisfy certain criteria  established from time
to time by the  Distributor  relating to  increasing  net sales of shares of the
Kobrick  Funds or other  Nvest  Funds  over prior  periods,  and  certain  other
factors. See the SAI for more details.


                                       37
<PAGE>


FUND SERVICES
-------------
ADDITIONAL INVESTOR SERVICES

RETIREMENT PLANS

Nvest Funds offer a range of retirement plans,  including IRAs, SEPs,  SARSEPs*,
SIMPLE IRAs,  403(b) plans and other pension and profit sharing plans.  Refer to
the section entitled "It's Easy to Open an Account" for investment minimums. For
more information about our Retirement Plans, call us at 800-225-5478.

INVESTMENT BUILDER PROGRAM

This is Nvest Funds'  automatic  investment  plan.  You may authorize  automatic
monthly  transfers of $100 or more from your bank checking or savings account to
purchase  shares  of one or  more  Kobrick  Fund or  Nvest  Funds.  To join  the
Investment  Builder  Program,  please  refer  to the  section  entitled  "Buying
Shares."

DIVIDEND DIVERSIFICATION PROGRAM

This  program  allows  you to have all  dividends  and any  other  distributions
automatically  invested  in shares of the same  class of another  Kobrick  Fund,
Nvest Fund or a Money Market Fund,  subject to the  eligibility  requirements of
that  other  fund and to  state  securities  law  requirements.  Shares  will be
purchased  at the  selected  fund's net asset value  without a  front-end  sales
charge or CDSC on the  dividend  record  date.  Before  establishing  a Dividend
Diversification  Program  into any other  Kobrick  Fund,  Nvest  Fund or a Money
Market Fund, please read its prospectus carefully.

AUTOMATIC EXCHANGE PLAN

Nvest Funds have an automatic  exchange  plan under which shares of a class of a
Fund are  automatically  exchanged  each  month for  shares of the same class of
another  Kobrick Fund or Nvest Fund or Money  Market  Fund.  There is no fee for
exchanges  made  under  this  plan,  but there may be a sales  charge in certain
circumstances.  Please refer to the SAI for more  information  on the  Automatic
Exchange Plan.

SYSTEMATIC WITHDRAWAL PLAN

This plan allows you to redeem  shares and receive  payments from your Fund on a
regular  schedule.  Redemption  of  shares  that  are  part  of  the  Systematic
Withdrawal Plan are not subject to a CDSC. However, the amount or percentage you
specify in the plan may not exceed,  on an annualized basis, 10% of the value of
your Fund  account  based  upon the value of your  Fund  account  on the day you
establish your plan. To establish a Systematic  Withdrawal Plan, please refer to
the section entitled "Selling Shares."

NVEST FUNDS PERSONAL ACCESS LINE(R)

This automated customer service system allows you to have access to your account
24 hours a day by calling  800-225-5478,  press 1. With a touch-tone  telephone,
you  can  obtain   information  about  your  current  account  balance,   recent
transactions,  Fund  prices and recent  performance.  You may also use  Personal
Access  Line(R) to purchase,  exchange or redeem  shares in any of your existing
accounts. Certain restrictions may apply.

NVEST FUNDS WEB SITE

Visit us at  www.nvestfunds.com  to  review  your  account  balance  and  recent
transactions,  to view daily  prices  and  performance  information  or to order
duplicate  account  statements  and tax  information.  You may also go online to
purchase,   exchange  or  redeem  shares  in  your  existing  accounts.  Certain
restrictions may apply.


*    Effective  January 1, 1997, the Savings  Incentive Match Plan for Employees
     of Small Employers  (SIMPLE) IRA became available,  replacing SARSEP plans.
     SARSEP  plans  established  prior to January 1, 1997 may remain  active and
     continue to add new employees.


                                       38

<PAGE>


FUND PERFORMANCE
----------------
FUND PERFORMANCE

The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance  since the Fund's  commencement  of  operations.  Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table  represent the return that an investor would have earned on
an  investment  in  the  Fund  (assuming   reinvestment  of  all  dividends  and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent   accountants,   whose  report,  along  with  the  Fund's  financial
statements,  are included in the Statement of Additional  Information,  which is
available without charge upon request.

KOBRICK FUNDS
[To be updated to include 9/30/2000 data]

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                             KOBRICK CAPITAL FUND        KOBRICK EMERGING GROWTH FUND        KOBRICK GROWTH FUND
                                                    CLASS A                        CLASS A                         CLASS A
                                                        FOR THE PERIOD                 FOR THE PERIOD                 FOR THE PERIOD
                                                         DECEMBER 31,                   DECEMBER 31,                   SEPTEMBER 1,
                                         YEAR ENDED    1997*  THROUGH    YEAR ENDED    1997*  THROUGH   YEAR ENDED    1998*  THROUGH
                                        SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,  SEPTEMBER 30,
                                             1999            1998            1999            1998           1999            1998
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> Net Asset Value,  beginning of the period Income (Loss) from  investment
operations:
Net investment income (loss) (c)
Net realized and unrealized gain
   (loss) on investments
Total from investment operations

Net asset value, end of period
TOTAL RETURN (A)

RATIOS AND SUPPLEMENTAL DATA
Net Assets, end of period (000s)

Ratios to average net assets Net expenses (b) Expenses before fee waiver (b) Net
   investment income (loss) (b)
Portfolio turnover rate

</TABLE>


*    Commencement of Operations

(A)  TOTAL RETURNS ARE HISTORICAL AND ASSUME CHANGES IN SHARE PRICE AND
     REINVESTMENTS OF DIVIDENDS. HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
     THE PERIODS SHOWN, TOTAL RETURNS WOULD HAVE BEEN LOWER. PERIODS OF LESS
     THAN ONE YEAR ARE NOT ANNUALIZED.
(B)  ANNUALIZED FOR PERIODS LESS THAN ONE YEAR.
(C)  COMPUTED USING THE AVERAGE SHARES METHOD.
(D)  AMOUNT  SHOWN  FOR A SHARE  OUTSTANDING  DOES NOT  CORRESPOND  WITH THE NET
     REALIZED AND  UNREALIZED  GAIN (LOSS) ON  INVESTMENTS  DUE TO THE TIMING OF
     SALES AND  REPURCHASES  OF FUND SHARES IN RELATION  TO  FLUCTUATING  MARKET
     VALUES OF THE INVESTMENTS OF THE FUND.


                                       39
<PAGE>


GLOSSARY OF TERMS
-----------------
GLOSSARY OF TERMS

BID PRICE -- The price a prospective buyer is ready to pay. This term is used by
traders who maintain  firm bid and offer prices in a given  security by standing
ready to buy or sell security units at publicly quoted prices.

BOTTOM-UP   APPROACH  --  The  search  for  outstanding   performance  by  first
considering  individual  companies before considering the impact of industry and
economic trends.

CAPITAL  GAIN  DISTRIBUTIONS  --  Payments to a Fund's  shareholders  of profits
earned from selling securities in a Fund's portfolio. Capital gain distributions
are usually paid once a year.

DERIVATIVE -- A financial  instrument  whose value and  performance are based on
the value and performance of another security or financial instrument.

DIVERSIFICATION  -- The  strategy  of  investing  in a wide range of  securities
representing  different  market  sectors  to  reduce  the risk if an  individual
company or one sector suffers losses.

EARNINGS  GROWTH -- A pattern of increasing rate of growth in earnings per share
from one period to another, which usually causes a stock's price to rise.

FUNDAMENTAL  ANALYSIS -- An analysis of the balance sheet and income  statements
of a company in order to forecast its future stock price movements.  Fundamental
analysis considers records of assets, earnings, sales, products,  management and
markets in predicting  future trends in these indicators of a company's  success
or failure.

GROWTH  INVESTING -- An investment  style that emphasizes  companies with strong
earnings growth.  Growth investing is generally  considered more aggressive than
"value" investing.

INCOME DISTRIBUTIONS -- Payments to a Fund's shareholders resulting from the net
interest or dividend income earned by a Fund's portfolio.

MARKET   CAPITALIZATION   --  Market  price   multiplied  by  number  of  shares
outstanding.  The figures  used to  distinguish  small,  medium and large market
capitalizations  may vary  depending  upon  the  index  being  used  and/or  the
guidelines set by the portfolio manager.

NET ASSET  VALUE  (NAV) -- The market  value of one share of a Fund on any given
day  without  taking into  account any  front-end  sales  charge or CDSC.  It is
determined  by  dividing  the  Fund's  total net  assets by the number of shares
outstanding.

QUALITATIVE  ANALYSIS -- An analysis of the  qualities  possessed  by a company,
including its management,  products and competitive positions, to help determine
if the company can execute its strategies.

TARGET  PRICE -- Price  that an  investor  is  hoping a stock he or she has just
bought will rise to within a specified  period of time.  An investor may buy XYZ
at $20, with a target price of $40 in one year's time, for instance.

TOTAL RETURN -- The change in value of an  investment  in a Fund over a specific
time period  expressed as a percentage.  Total  returns  assume all earnings are
reinvested in additional shares of the Fund.

VOLATILITY -- The general  variability  of a portfolio's  value  resulting  from
price  fluctuations of its  investments.  In most cases,  the more diversified a
portfolio is, the less volatile it will be.


                                       40
<PAGE>


                  IF YOU WOULD LIKE MORE INFORMATION ABOUT THE
                   KOBRICK FUNDS, THE FOLLOWING DOCUMENTS ARE
                          AVAILABLE FREE UPON REQUEST:

         ANNUAL AND SEMIANNUAL REPORTS-- Provide additional information
              about the Fund's investments. Each report includes a
          discussion of the market  conditions  and investment  strategies  that
 significantly affected the Fund's performance during its last fiscal year.
                       To reduce costs, we mail one copy
                                 per household.
    For more copies call Nvest Funds Distributor, L.P. at the number below.

              STATEMENT  OF  ADDITIONAL   INFORMATION  (SAI)  --  Provides  more
               detailed information about the Funds and their
                 investment limitations and policies , has been
                filed with the Securities and Exchange Commission
                                 ("SEC")   and   is   incorporated   into   this
                 Prospectus by reference.

                  TO ORDER A FREE COPY OF THE FUNDS' ANNUAL OR
              SEMIANNUAL REPORT OR ITS SAI, CONTACT YOUR FINANCIAL
                        REPRESENTATIVE, OR THE FUNDS AT:

                         Nvest Funds Distributor, L.P.,
                              399 Boylston Street,
                                Boston, MA 02116
                             Telephone: 800-225-5478
                          Internet: www.nvestfunds.com

                    YOUR FINANCIAL REPRESENTATIVE OR KOBRICK
              FUNDS WILL ALSO BE HAPPY TO ANSWER YOUR QUESTIONS OR
                                 TO PROVIDE ANY
                  ADDITIONAL INFORMATION THAT YOU MAY REQUIRE.

                YOU CAN REVIEW AND COPY THE FUNDS'  REPORS AND SAI AT THE PUBLIC
           REFERENCE ROOM OF THE SEC IN WASHINGTON, D.C.
                    TEXT-ONLY COPIES ARE AVAILABLE FREE FROM
                   THE COMMISSION'S WEB SITE AT: WWW.SEC.GOV.

  Copies of these publications are also available for a fee and information on
                     the operation of the Public Reference
           Room may be obtained by electronic request at the following
                   e-mail address: [email protected], or by
           writing or calling the Public Reference Section of the SEC,
                           Washington, D.C. 20549-0102
                            Telephone: 1-202-942-8090

             NVEST FUNDS DISTRIBUTOR, L.P., AND OTHER FIRMS SELLING
           SHARES OF KOBRICK FUNDS AND NVEST FUNDS ARE MEMBERS OF THE
           NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (NASD). AS
                 A SERVICE TO INVESTORS, THE NASD HAS ASKED THAT
             WE INFORM YOU OF THE AVAILABILITY OF A BROCHURE ON ITS
                 PUBLIC DISCLOSURE PROGRAM. THE PROGRAM PROVIDES
             ACCESS TO INFORMATION ABOUT SECURITIES FIRMS AND THEIR
         REPRESENTATIVES. INVESTORS MAY OBTAIN A COPY BY CONTACTING THE
               NASD AT 800-289-9999 OR BY VISITING THEIR WEB SITE
                                AT WWW.NASDR.COM.






                                       41
<PAGE>



                                  KOBRICK FUNDS


                              KOBRICK CAPITAL FUND


                          KOBRICK EMERGING GROWTH FUND


                               KOBRICK GROWTH FUND





                   (Investment Company Act File No. 811-8435)


<PAGE>



                                                            Kobrick funds {logo}
                                                       IT'S ALL ABOUT VISION(SM)
--------------------------------------------------------------------------------

                                  Kobrick Funds


Stock Funds
Classes A and Y Shares


                              Kobrick Capital Fund

                          Kobrick Emerging Growth Fund

                               Kobrick Growth Fund

[photo]


                                   Prospectus
                                February 1, 2001

                                  What's Inside

                            Goals, Strategies & Risks
                                     Page X

                              Fund Fees & Expenses
                                     Page X

                                 Management Team
                                     Page X

                                  Fund Services
                                     Page X

                                Fund Performance
                                     Page X


    The Securities and Exchange Commission has not approved any Fund's shares
              or determined whether this Prospectus is accurate or
         complete. Anyone who tells you otherwise is committing a crime.

      For general information on the Funds or any of their services and for
            assistance in opening an account, contact your financial
                      representative or call Kobrick Funds.

<PAGE>

                                  Kobrick Funds
                 P.O. Box 8551, Boston, Massachusetts 02266-8551
                         1-888-KCFUND1 (1-888-523-8631)


                                       2
<PAGE>

Table of Contents

Goals, Strategies & Risks
Kobrick Capital Fund
Kobrick Emerging Growth Fund
Kobrick Growth Fund

Fund Fees & Expenses
Fund Fees & Expenses

More About Risk
More About Risk

Management Team
Meet the Funds' Investment Adviser
Meet the Funds' Portfolio Managers

Fund Services
Investing in the Funds
How Sales Charges are Calculated
It's Easy to Open an Account
Buying Shares
Selling Shares
Selling Shares in Writing
Exchanging Shares
Restrictions on Buying, Selling and Exchanging Shares
How Fund Shares Are Priced
Dividends and Distributions
Tax Consequences
Compensation to Securities Dealers

Fund Performance
Fund Performance

Glossary of Terms
Glossary of Terms


If you have questions about any of the terms used in this Prospectus, please
refer to the "Glossary of Terms."

To learn more about the possible risks of investing in the Fund, please refer to
the section entitled "More About Risk." This section details the risks of
practices in which the Funds may engage. Please read this section carefully
before you invest.

Fund shares are not bank deposits and are not guaranteed, endorsed or insured by
the Federal Deposit Insurance Corporation or any other government agency, and
are subject to investment risks, including possible loss of the principal
invested.


                                       3
<PAGE>

Goals, Strategies & Risks

Kobrick Capital Fund


                                    -------------------------------------------
                                                    Fund Focus
                                    -------------------------------------------
                                            Stability    Income     Growth
                                    -------------------------------------------
                                    High                               X
                                    -------------------------------------------
                                    Mod.
                                    -------------------------------------------
                                    Low         X           X
                                    -------------------------------------------


Adviser:  Kobrick Funds LLC (the "Adviser")
Manager:  Frederick R. Kobrick


      Ticker Symbol:                    Class A                       Class Y
                                         KFCFX                         KCFYX


Investment Goal


The Fund seeks maximum capital appreciation by investing primarily in equity
securities of companies with small, medium and large capitalizations.

Principal Investment Strategies

Under normal market conditions, the Fund will invest substantially all of its
assets in equity securities of companies with small, medium and large
capitalizations, including those that the Adviser believes are undervalued
special situations and emerging growth companies. This approach provides the
Adviser with flexibility to emphasize in the Fund companies with different
capitalizations as market conditions change. The Adviser considers emerging
growth companies to be those companies that are less mature and have the
potential to grow substantially faster than the economy. The Adviser's bottom-up
approach utilizes fundamental and qualitative analysis to select individual
companies, not sectors, with the greatest potential for growth. In selecting
investments for the Fund, the Adviser generally seeks companies in a wide range
of industries and considers a variety of factors, including any one or more of
the following:


o    the strength of a company's management team

o    relative financial condition

o    entrepreneurial character

o    expected growth in earnings

o    competitive position and business strategy

o    new or innovative products, services or processes

In making investment decisions, the Adviser employs the following four-part
investment approach:


o    Screening: The Adviser analyzes thousands of companies in order to find a
     select group that has the potential to meet its buy disciplines described
     below. Many of the companies within this group are special situation
     companies which, because of unique circumstances, such as an ability to
     fill a particular niche, are attractive investments.


o    Portfolio Construction: The Adviser applies buy disciplines which emphasize
     strong management, compelling valuations and high earnings growth. At the
     core of this approach is regular contact with a company's management team
     to assess its ability to execute the company's strategy. The Adviser
     considers potential risks in selecting securities to construct a
     diversified portfolio that limits volatility.

o    Portfolio Supervision: The Adviser closely monitors each holding in the
     Fund's portfolio to determine whether it continues to possess the factors
     identified when the original investment was made. This process includes


                                       4
<PAGE>

     continuous review of absolute and relative valuations, evaluation of
     management's execution of the company's strategy and assessment of the
     company's prospects relative to the overall economic, political and
     financial environment.

o    Portfolio Realignment: The Adviser will generally sell a position when its
     target price, which is continuously evaluated, is reached, when there is a
     change in a company's management or strategy, or when a company fails to
     execute its strategy.


Although it is anticipated that most of the Fund's assets will be invested in
equity securities, the 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). The Fund may invest more than 35% of its total assets in cash
or certain short-term securities for temporary defensive purposes. The Fund will
only take such defensive action, which is inconsistent with its investment goal,
when, in the opinion of the Adviser, such a position is more likely to provide
protection against adverse market conditions than adherence to the Fund's other
investment policies. Because the Fund's investment goal provides flexibility to
emphasize companies having different capitalizations as market conditions
change, the Fund may engage in frequent trading of securities. This may produce
higher transaction costs and a higher level of capital gains, which may lower
your return.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report. (See back cover.)

Principal Investment Risks

Equity securities: Because the Fund invests primarily in equity securities, its
major risks are those commonly associated with investing in stocks. This means
that you may lose money on your investment due to unpredictable drops in a
stock's value or periods of below-average performance in a given stock or in the
stock market as a whole. 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. Small capitalization and emerging growth
companies may be subject to more abrupt price movements, limited markets and
less liquidity than larger, more established companies, which could adversely
affect the value of the portfolio. With special situation companies, the primary
risk is that they may not achieve their expected value because events do not
materialize as the Adviser anticipated. Because the Fund invests in, among other
things, undervalued special situations, emerging growth companies and companies
with small capitalizations, an investment in the Fund involves greater than
average risks. Accordingly, the value of the Fund's shares may fluctuate more
widely than the value of shares of a fund that invests in larger, more
established companies.



                                       5
<PAGE>

Evaluating the Fund's Past Performance

The bar chart and table shown below give an indication of the risks of investing
in the Fund. The returns are those of the Fund's Class A shares. Class Y shares
would have substantially similar annual returns because they would be invested
in the same portfolio of securities as the Class A shares and would differ to
the extent that the classes do not have the same expenses. The Fund also offers
Class B and Class C shares in a separate prospectus. The Fund's past performance
does not necessarily indicate how the Fund will perform in the future.


The bar chart shows the Fund's adjusted total returns for Class A shares for the
three calendar years since the Fund's inception on December 31, 1997. The
returns for Classes B, C and Y shares differ from the Class A returns shown in
the bar chart, depending upon the respective expenses of each class. The chart
does not reflect any sales charge that you may be required to pay when you buy
or redeem the Fund's shares. A sales charge will reduce your return.

--------------------------------------------------------------------------------
                                         Total Return
   1998         1999        2000
  50.00%       73.21%
--------------------------------------------------------------------------------
[DELTA]  Highest Quarterly Return: [Fourth Quarter 1999], up [51.07]%
[DELTA]  Lowest Quarterly Return: [Third Quarter 1998], down [13.86]%

The table below shows how the Fund's average annual total returns for the
one-year and since Fund inception periods compared to those of the Russell 3000
Index, a market value-weighted, unmanaged index of large company stocks. They
are also compared to the Morningstar Mid Cap Growth Funds Average and Lipper
Multi-Cap Growth Funds Average, each an average of the total returns of all
mutual funds with a current investment style similar to that of the Capital
Fund, as calculated by Morningstar, Inc. and Lipper, Inc., respectively. It is
not possible to invest directly in an index. The Fund's total returns are
adjusted to reflect the Fund's expenses for Class A and Class Y shares and the
maximum sales charge that you may pay when you buy or redeem the Fund's shares.
The Russell 3000 Index returns have not been adjusted for ongoing management,
distribution and operating expenses and sales charges applicable to mutual fund
investments. The Morningstar Mid Cap Growth Funds Average and Lipper Multi-Cap
Growth Funds Average returns have been adjusted for these expenses but do not
reflect any sales charges.

<TABLE>
<CAPTION>
Average Annual Total Returns                                                    Since Fund Inception
(for the periods ended December 31, 2000)                     Past 1 Year            (12/31/97)
<S>                                                               <C>                  <C>
Kobrick Capital Fund: Class A* (inception 12/31/97)               ___%                 ___%
         Russell 3000 Index                                       ___%                 ___%
         Morningstar Mid Cap Growth Funds Average                 ___%                 ___%
         Lipper Multi-Cap Growth Funds Average                    ___%                 ___%

Kobrick Capital Fund: Class Y* (inception 10/29/99)               ___%                 ___%
         Russell 3000 Index                                       ___%                 ___%
         Morningstar Mid Cap Growth Funds Average                 ___%                 ___%
         Lipper Multi-Cap Growth Funds Average                    ___%                 ___%
</TABLE>

*    Until October 29, 1999, the Fund had only one class of shares and was
     offered without a sales charge. These returns have been adjusted to reflect
     expenses and sales loads of the Fund's multiple class structure. See "Fund
     Fees & Expenses."



                                       6
<PAGE>

Kobrick Emerging Growth Fund


                                    -------------------------------------------
                                                    Fund Focus
                                    -------------------------------------------
                                            Stability    Income     Growth
                                    -------------------------------------------
                                    High                               X
                                    -------------------------------------------
                                    Mod.
                                    -------------------------------------------
                                    Low         X           X
                                    -------------------------------------------


Adviser:  Kobrick Funds LLC (the "Adviser")
Manager:  Frederick R. Kobrick

     Ticker Symbol:                    Class A                       Class Y
                                        KFEGX                        pending

Investment Goal


The Fund seeks to provide growth of capital by investing primarily in equity
securities of emerging growth companies, with an emphasis on companies with
small capitalizations.

Principal Investment Strategies

Under normal market conditions, the Fund will invest substantially all of its
assets in equity securities of emerging growth companies in any industry, with
an emphasis on companies with small capitalizations. The Adviser considers
emerging growth companies to be those companies which are less mature and have
the potential to grow substantially faster than the economy. The small
capitalization companies in which the Fund invests are generally comparable to
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 September 30, 2000 was approximately $ ___million and the largest
market capitalization in this index as of such date was approximately $__
billion. Levels of capitalization and the companies constituting the Russell
2000 Index could vary over time because of market conditions and other factors
relating to small capitalization companies generally and investments in such
companies. While a company's market capitalization may be small at the time the
Fund first invests in the company, the Fund may continue to hold and acquire
shares of the company after its market capitalization increases. Small and
emerging growth companies that are identified as good candidates for the Fund
can be found in a variety of industries. In selecting investments for the Fund,
the Adviser may consider a variety of factors, including any one or more of the
following:


o    the strength of a company's management team

o    relative financial condition

o    competitive position and business strategy

o    new or innovative products, services or processes

o    expected growth in earnings

o    cash flow

o    overall potential as an enterprise

In making investment decisions, the Adviser employs the following four-part
investment approach:

o    Screening: The Adviser analyzes thousands of companies in order to find a
     select group that has the potential to meet its buy disciplines described
     below. Many of the companies within this group are special situation
     companies which, because of unique circumstances, such as an ability to
     fill a particular niche, are attractive investments.


                                       7
<PAGE>

o    Portfolio Construction: The Adviser applies buy disciplines which emphasize
     strong management, compelling valuations and high earnings growth. At the
     core of this approach is regular contact with a company's management team
     to assess its ability to execute the company's strategy. The Adviser
     considers potential risks in selecting securities to construct a
     diversified portfolio that limits volatility.

o    Portfolio Supervision: The Adviser closely monitors each holding in the
     Fund's portfolio to determine whether it continues to possess the factors
     identified when the original investment was made. This process includes
     continuous review of absolute and relative valuations, evaluation of
     management's execution of the company's strategy and assessment of the
     company's prospects relative to the overall economic, political and
     financial environment.

o    Portfolio Realignment: The Adviser will generally sell a position when its
     target price, which is continuously evaluated, is reached, when there is a
     change in a company's management or strategy, or when a company fails to
     execute its strategy.


Although it is anticipated that most of the Fund's assets will be invested in
equity securities of emerging growth companies, the 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. The Fund may
invest more than 35% of its total assets in cash or certain short-term
securities for temporary defensive purposes. The Fund will only take such
defensive action, which is inconsistent with its investment goal, when, in the
opinion of the Adviser, such a position is more likely to provide protection
against adverse market conditions than adherence to the Fund's other investment
policies. The Fund may engage in frequent trading of securities, which may
produce higher transaction costs and a higher level of capital gains. This may
lower your return.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report. (See back cover.)

Principal Investment Risks

Equity securities: Because the Fund invests primarily in equity securities, its
major risks are those commonly associated with investing in stocks. This means
that you may lose money on your investment due to unpredictable drops in a
stock's value or periods of below-average performance in a given stock or in the
stock market as a whole. 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. Small capitalization and emerging growth
companies may be subject to more abrupt price movements, limited markets and
less liquidity than larger, more established companies, which could adversely
affect the value of the portfolio. With special situation companies, the primary
risk is that they may not achieve their expected value because events do not
materialize as the Adviser anticipated. Because the Fund invests in, among other
things, undervalued special situations, emerging growth companies and companies
with small capitalizations, an investment in the Fund involves greater than
average risks. Accordingly, the value of the Fund's shares may fluctuate more
widely than the value of shares of a fund that invests in larger, more
established companies.



                                       8
<PAGE>


Evaluating the Fund's Past Performance

The bar chart and table shown below give an indication of the risks of investing
in the Fund. The returns are those of the Fund's Class A shares. Class Y shares
would have substantially similar annual returns because they would be invested
in the same portfolio of securities as the Class A shares and would differ to
the extent that the classes do not have the same expenses. The Fund also offers
Class B and Class C shares in a separate prospectus. The Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

The bar chart shows the Fund's adjusted total returns for Class A shares for the
three calendar years since the Fund's inception on December 31, 1997. The
returns for Classes B, C and Y shares differ from the Class A returns shown in
the bar chart, depending upon the respective expenses of each class. The chart
does not reflect any sales charge that you may be required to pay when you buy
or redeem the Fund's shares. A sales charge will reduce your return.

--------------------------------------------------------------------------------
                                             Total Return
   1998         1999        2000
  39.50%       86.49%
--------------------------------------------------------------------------------
[DELTA]  Highest Quarterly Return: [Fourth Quarter 1999], up [57.28]%
[DELTA]  Lowest Quarterly Return: [Third Quarter 1998], down [19.27]%

The table below shows how the Fund's average annual total returns for the
one-year and since Fund inception periods compared to those of the Russell 2000
Index, a market value-weighted, unmanaged index of small company stocks. It is
also compared to the Morningstar Mid Cap Growth Funds Average and Lipper Mid Cap
Growth Funds Average, each an average of the total returns of all mutual funds
with a current investment style similar to that of the Fund, as calculated by
Morningstar, Inc. and Lipper, Inc., respectively. It is not possible to invest
directly in an index. The Fund's total returns are adjusted to reflect the
Fund's expenses for Class A and Class Y shares and the maximum sales charge that
you may pay when you buy or redeem the Fund's shares. The Russell 2000 Index
returns have not been adjusted for ongoing management, distribution and
operating expenses and sales charges applicable to mutual fund investments. The
Morningstar Mid Cap Growth Funds Average and Lipper Mid Cap Growth Funds Average
returns have been adjusted for these expenses but do not reflect any sales
charges.

<TABLE>
<CAPTION>
Average Annual Total Returns                                                 Since Fund Inception
(for the periods ended December 31, 2000)                        Past 1 Year      (12/31/97)
<S>                                                                  <C>             <C>
Kobrick Emerging Growth : Class A* (inception 12/31/97)              ___%            ___%
         Russell 2000 Index                                          ___%            ___%
         Morningstar Small Cap Growth Funds Average                  ___%            ___%
         Lipper Mid-Cap Growth Funds Average                         ___%            ___%

Kobrick Emerging Growth Fund: Class Y* (inception 10/29/99)          ___%            ___%
         Russell 2000 Index                                          ___%            ___%
         Morningstar Small Cap Growth Funds Average                  ___%            ___%
         Lipper Mid-Cap Growth Funds Average                         ___%            ___%
</TABLE>

*    Until October 29, 1999, the Fund had only one class of shares and was
     offered without a sales charge. These returns have been adjusted to reflect
     expenses and sales loads of the Fund's multiple class structure. See "Fund
     Fees & Expenses."



                                       9
<PAGE>

Kobrick Growth Fund


                                    -------------------------------------------
                                                    Fund Focus
                                    -------------------------------------------
                                            Stability    Income     Growth
                                    -------------------------------------------
                                    High                               X
                                    -------------------------------------------
                                    Mod.        X
                                    -------------------------------------------
                                    Low                     X
                                    -------------------------------------------


Adviser:  Kobrick Funds LLC (the "Adviser")
Manager:  Michael E. Nance

      Ticker Symbol:                    Class A                       Class Y
                                         KFGRX                        pending

Investment Goal


The Fund seeks long-term growth of capital by investing primarily in equity
securities of companies with large capitalizations that the Adviser believes
have better than average long-term growth potential.

Principal Investment Strategies

Under normal market conditions, the Fund will be primarily invested in equity
securities of large capitalization companies that the Adviser expects will have
better than average long-term growth potential. The Adviser's bottom-up approach
utilizes fundamental and qualitative analysis to select individual companies,
not sectors, with the greatest potential for growth. The Fund invests in a
diversified portfolio of securities of larger, more established companies in a
broad range of industries. The Adviser seeks to invest in companies which offer
the greatest potential for profitable expansion and sustained growth and
considers a variety of factors, including any one or more of the following:


o    management that can execute business plans

o    expected growth in earnings

o    a sound business strategy

o    compelling valuations

A company's valuations are based on a variety of measures including
price/earnings to growth rates, price to book value and price to sales.
Potential income is not a major factor in the selection of investments.

In making investment decisions, the Adviser employs the following four-part
investment approach:

o    Screening: The Adviser analyzes thousands of companies in order to find a
     select group that has the potential to meet its buy disciplines described
     below.

o    Portfolio Construction: The Adviser applies buy disciplines which emphasize
     strong management, compelling valuations and high earnings growth. At the
     core of this approach is regular contact with a company's management team
     to assess its ability to execute the company's strategy. The Adviser
     considers potential risks in selecting securities to construct a
     diversified portfolio that limits volatility.

o    Portfolio Supervision: The Adviser closely monitors each holding in the
     Fund's portfolio to determine whether it continues to possess the factors
     identified when the original investment was made. This process includes
     continuous review of absolute and relative valuations, evaluation of
     management's execution of the company's strategy and assessment of the
     company's prospects relative to the overall economic, political and
     financial environment.

o    Portfolio Realignment: The Adviser will generally sell a position when its
     target price, which is continuously evaluated, is reached, when there is a
     change in a company's management or strategy, or when a company fails to
     execute its strategy.


                                       10
<PAGE>


Although it is anticipated that most of the Fund's assets will be invested in
equity securities of companies with large capitalizations, the 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. The Fund may invest more than 35%
of its total assets in cash or certain short-term securities for temporary
defensive purposes. The Fund will only take such defensive action, which is
inconsistent with its investment goal, when, in the opinion of the Adviser, such
a position is more likely to provide protection against adverse market
conditions than adherence to the Fund's other investment policies. The Fund may
engage in frequent trading of securities, which may produce higher transaction
costs and a higher level of capital gains. This may lower your return.

A "snapshot" of the Fund's investments may be found in the current annual or
semiannual report. (See back cover.)

Principal Investment Risks

Equity securities: Because the Fund invests primarily in equity securities, its
major risks are those commonly associated with investing in stocks. This means
that you may lose money on your investment due to unpredictable drops in a
stock's value or periods of below-average performance in a given stock or in the
stock market as a whole. 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 Fund
may underperform certain other stock funds during periods when large company
growth stocks are generally out of favor.



                                       11
<PAGE>


Evaluating the Fund's Past Performance

The bar chart and table shown below give an indication of the risks of investing
in the Fund. The returns are those of the Fund's Class A shares. Class Y shares
would have substantially similar annual returns because they would be invested
in the same portfolio of securities as the Class A shares and would differ to
the extent that the classes do not have the same expenses. The Fund also offers
Class B and Class C shares in a separate prospectus. The Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

The bar chart shows the Fund's adjusted total returns for Class A shares for the
two calendar years since the Fund's inception on September 1, 1998. The returns
for Classes B, C and Y shares differ from the Class A returns shown in the bar
chart, depending upon the respective expenses of each class. The chart does not
reflect any sales charge that you may be required to pay when you buy or redeem
the Fund's shares. A sales charge will reduce your return.

--------------------------------------------------------------------------------
                                             Total Return
   1999         2000
  54.58%
--------------------------------------------------------------------------------
[DELTA]  Highest Quarterly Return: [Fourth Quarter 1999], up [38.03]%
[DELTA]  Lowest Quarterly Return: [Third Quarter 1999], down [0.32]%

The table below shows how the Fund's average annual total returns for the
one-year and since Fund inception periods compared to those of the S&P Composite
Index of 500 stocks ("S&P 500"), a market value-weighted, unmanaged index of
common stock prices for 500 selected stocks. It is also compared to the
Morningstar Large Cap Growth Funds Average and Lipper Large-Cap Growth Funds
Average, each an average of the total returns of all mutual funds with a current
investment style similar to that of the Fund, as calculated by Morningstar, Inc.
and Lipper, Inc., respectively. It is not possible to invest directly in an
index. The Fund's total returns are adjusted to reflect the Fund's expenses for
Class A and Class Y shares and the maximum sales charge that you may pay when
you buy or redeem the Fund's shares. The S&P 500 returns have not been adjusted
for ongoing management, distribution and operating expenses and sales charges
applicable to mutual fund investments. The Morningstar Large Cap Growth Funds
Average and Lipper Large-Cap Growth Funds Average returns have been adjusted for
these expenses but do not reflect any sales charges.

<TABLE>
<CAPTION>
Average Annual Total Returns                                                 Since Fund Inception
(for the periods ended December 31, 2000)                       Past 1 Year       (9/1/98)
<S>                                                                 <C>             <C>
Kobrick Growth Fund: Class A* (inception 9/1/98)                    ___%            ___%
         S&P 500                                                    ___%            ___%
         Morningstar Large Cap Growth Funds Average                 ___%            ___%
         Lipper Large-Cap Growth Funds Average                      ___%            ___%**
Kobrick Growth Fund: Class Y* (inception 10/29/99)                  ___%            ___%
         S&P 500                                                    ___%            ___%
         Morningstar Large Cap Growth Funds Average                 ___%            ___%
         Lipper Large-Cap Growth Funds Average                      ___%            ___%**
</TABLE>

*    Until October 29, 1999, the Fund had only one class of shares and was
     offered without a sales charge. These returns have been adjusted to reflect
     expenses and sales loads of the Fund's multiple class structure. See "Fund
     Fees & Expenses."

**   Calculated from August 31, 1998.



                                       12
<PAGE>

Fund Fees & Expenses

Fund Fees & Expenses

The following tables describe the fees and expenses that you may pay if you buy
and hold shares of the Fund.

Shareholder Fees

(fees paid directly from your investment)
--------------------------------------------------------------------------------
                                                        Class A      Class Y
--------------------------------------------------------------------------------
Maximum sales charge (load) imposed on purchases         5.75%+        None
--------------------------------------------------------------------------------
Maximum deferred sales charge (load)                      None         None
--------------------------------------------------------------------------------
Redemption fees                                           None*        None*
--------------------------------------------------------------------------------

*    Generally, a transaction fee will be charged for expedited payment of
     redemption proceeds such as by wire or overnight delivery.

+    The front-end sales charge typically charged on Class A shares is waived
     for investors who meet certain eligibility and minimum investment
     requirements. (See "Investing in the Funds.")

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets, as a percentage of average daily
net assets)

<TABLE>
<CAPTION>
    ---------------------- ----------------------- ------------------------ ------------------------
                            Kobrick Capital Fund      Kobrick Emerging        Kobrick Growth Fund
                                                         Growth Fund
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
                            Class A     Class Y      Class A     Class Y     Class A      Class Y
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
<S>                        <C>         <C>         <C>          <C>         <C>         <C>
    Management fees        1.00%       1.00%       1.00%        1.00%       1.00%       1.00%
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
    Distribution and/or    0.25%       0.00%       0.25%        0.00%       0.25%       0.00%
    service (12b-1) fees
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
    Other expenses         ___%        ___%        ___%         ___%        ___%        ___%
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
    Total annual fund
    operating expenses     ___%        ___%        ___%         ___%        ___%        ___%
    (a)
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
    Fee waiver and/or
    expense
    reimbursement(b)       ___%        ___%        ___%         ___%        ___%        ___%
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
    Net Expenses           ___%        ___%        ___%         ___%        ___%        ___%
    ---------------------- ----------- ----------- ------------ ----------- ----------- ------------
</TABLE>


(a)  Until October 29, 1999, the Funds had only one class of shares and were
     offered without a sales charge and therefore total expenses have been
     restated to account for fees and expenses under the Funds' new multiple
     class structure.


(b)  The Adviser has agreed to cap the amount of Total Expenses at 1.50% for
     Class A shares (1.25% for Class Y shares) for the Kobrick Capital Fund and
     Kobrick Emerging Growth Fund and 1.40% for Class A shares (1.15% for Class
     Y shares) for the Kobrick Growth Fund. Accordingly, to the extent Total
     Expenses exceed the amount of the respective cap, the Adviser will reduce
     its management fees and/or reimburse the Funds for certain expenses. With
     respect to each Fund, the Adviser shall be permitted to recover expenses it
     has borne after November 1, 1999 (whether through reduction of its
     management fee or otherwise) in later periods to the extent that a Fund's
     expenses fall below the rates set forth above; provided, however, that a
     Fund is not obligated to pay any such deferred fees more than one year
     after the end of the fiscal year in which the fee was deferred. If the
     Adviser had not agreed to the cap and if the reimbursements and waivers
     were not in effect for a Fund, performance would be reduced accordingly.

Example

This example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

The example assumes that:

     o    You invest $10,000 in a Fund for the time periods indicated;

     o    Your investment has a 5% return each year; and


                                       13
<PAGE>

     o    A Fund's operating expenses remain the same.

Although your actual costs and returns may be higher or lower, based on these
assumptions your costs would be:



--------------------------------------------------------------------------------
         Kobrick Capital Fund       Kobrick Emerging       Kobrick Growth Fund
                                       Growth Fund
--------------------------------------------------------------------------------
         Class A      Class Y     Class A     Class Y      Class A     Class Y
--------------------------------------------------------------------------------
1 year    $________   $________   $________    $________   $________   $________
--------------------------------------------------------------------------------
3 years   $________   $________   $________    $________   $________   $________
--------------------------------------------------------------------------------
5 years   $________   $________   $________    $________   $________   $________
--------------------------------------------------------------------------------
10 years  $________   $________   $________    $________   $________   $________
--------------------------------------------------------------------------------



                                       14
<PAGE>

More About Risk

More About Risk

The Funds have principal investment strategies that come with inherent risks.
The following is a list of risks to which the Fund may be subject by investing
in various types of securities or engaging in various practices.

Market Risk (All Funds) The risk that the market value of a security may move up
and down, sometimes rapidly and unpredictably based upon change in a company's
financial condition as well as overall market and economic conditions.

Risk of Small Capitalization Companies (Capital and Emerging Growth Funds) These
companies carry special risks, including narrower markets, limited financial and
management resources, less liquidity and greater volatility than large company
stocks.

Management Risk (All Funds) The risk that a strategy used by a Fund's portfolio
management may fail to produce the intended result.

Credit Risk (All Funds) The risk that the issuer of a security, or the
counterparty to a contract, will default or otherwise become unable to honor a
financial obligation.

Interest Rate Risk (All Funds) The risk of market losses attributable to changes
in interest rates. In general, the prices of fixed-income securities rise when
interest rates fall, and fall when interest rates rise.


Information Risk (All Funds) The risk that key information about a security is
inaccurate or unavailable. IPO Securities involve greater information risk that
other equity securities due to the lack of public information.


Opportunity Risk (All Funds) The risk of missing out on an investment
opportunity because the assets necessary to take advantage of it are invested in
less profitable investments.

Liquidity Risk (All Funds) The risk that certain securities may be difficult or
impossible to sell at the time and at the price that the seller would like. This
may result in a loss or may otherwise be costly to a Fund. These types of risks
may apply to restricted securities, Section 4(2) Commercial Paper, or Rule 144A
Securities.

Valuation Risk (All Funds) The risk that the Fund has valued certain securities
at a higher price than it can sell them for.

Political Risk (All Funds) The risk of losses directly attributable to
government or political actions.


                                       15
<PAGE>

Management Team

Meet the Funds' Investment Adviser


The Kobrick Funds family consists of three mutual funds designed to offer
investors a range of growth oriented investment opportunities. Kobrick Funds are
distributed through Nvest Funds Distributor, L.P. (the "Distributor"). This
Prospectus covers Class A and Class Y shares of Kobrick Capital Fund, Kobrick
Emerging Growth Fund and Kobrick Growth Fund, all of which constitute the
"Kobrick Funds." As a shareholder of one or more of the Kobrick Funds, you are
entitled to the same benefits and privileges as a shareholder of the Nvest
Funds, including the ability to exchange into or out of any fund in the Nvest
Funds family. (See "Exchanging Shares.") The Nvest Funds family, which includes
the Kobrick Funds, includes __ mutual funds with a total of over $__ billion in
assets under management as of December 31, 2000. Nvest Stock Funds, Nvest Bond
Funds, Nvest Star Funds and Nvest State Tax-Free Funds, constitute the "Nvest
Funds." Nvest Cash Management Trust Money Market Series and Nvest Tax Exempt
Money Market Trust constitute the "Money Market Funds."


Adviser


The Adviser, Kobrick Funds LLC, located at 101 Federal Street, Boston,
Massachusetts 02110, serves as the investment adviser to each of the Funds and
is a subsidiary of CDC Asset Management - North America (formerly, Nvest
Companies, L.P.), which is a subsidiary of CDC Asset Management. CDC Asset
Management is part of the investment management arm of France's Caisse des
Depots et Consignations ("CDC"), a major diversified financial institution. The
Adviser, the predecessor to which was formed in 1997, focuses primarily on
managing growth-oriented equity funds including the Funds. As of December 31,
2000, CDC Asset Management - North America had more than $__ billion in assets
under management.

For the fiscal year ended September 30, 2000, the Funds paid 1.00% of their
respective average daily net assets to the Adviser in advisory fees.


Portfolio Trades


In placing portfolio trades, the Adviser may use brokerage firms that market the
Funds' shares or are affiliated with CDC Asset Management - North America or the
Adviser. In placing trades, the Adviser will seek to obtain the best combination
of price and execution, which involves a number of judgmental factors. Such
portfolio trades are subject to applicable regulatory restrictions and related
procedures adopted by the Funds' Board of Trustees. Meet the Funds' Portfolio
Managers


Frederick R. Kobrick


Frederick Kobrick has managed Kobrick Capital Fund from its inception and
Kobrick Emerging Growth Fund from its inception until February 1, 1999 and
returned as its portfolio manager on April 9, 1999. Mr. Kobrick previously
managed the Kobrick Growth Fund from its inception until June 30, 1999. He has
been in the investment business for more than 29 years. For the 12-year period
immediately prior to becoming President of the predecessor to 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. He received an
M.B.A. from Harvard Business School and a B.A. from Boston University. Mr.
Kobrick is also a Chartered Financial Analyst. In addition to serving as senior
officer of the Adviser, Mr. Kobrick is also a portfolio manager and a principal
in private investment partnerships and may act in that capacity with respect to
other similar investment partnerships.


Michael E. Nance

Michael Nance has managed Kobrick Growth Fund since July 1, 1999. Mr. Nance,
Senior Vice President of the Adviser, joined the company in June 1999. Prior to
joining the Adviser, he was a Senior Vice President at Putnam


                                       16
<PAGE>

Investments, where he was a co-manager of the Putnam Voyager Fund, as well as
other institutional accounts. Mr. Nance joined Putnam in 1994 as an Assistant
Vice President and equity analyst in the Global Equity Research Group. Mr. Nance
received an M.B.A. from the University of Chicago Graduate School of Business
and a B.S. in Industrial Engineering from Drexel University. In addition to
serving as Senior Vice President of the Adviser, Mr. Nance is also a portfolio
manager in private investment partnerships and may act in that capacity with
respect to other similar investment partnerships.



                                       17
<PAGE>

Fund Services

Investing in the Funds

Choosing a Share Class


Each Fund offers Classes A, B, C and Y shares. This prospectus is intended to
offer Class Y shares and Class A shares to investors eligible for a waiver of
the front-end sales load (listed below). If you are interested in purchasing
Class A (retail), B or C shares, please call Nvest Funds at 800-225-5478. Each
class has different eligibility and minimum investment requirements. Each class
also has different costs associated with buying, selling and holding Fund
shares, which allows you to choose the class that best meets your needs. Your
financial representative can help you decide which class of shares is most
appropriate for you.


Class A Shares

o    You pay a sales charge when you buy Fund shares unless you qualify for a
     waiver as described below.

o    You pay higher annual expenses than Class Y shares.

Class A shares may be offered without front-end sales charges or a CDSC to the
following individuals and institutions:

o    Any government entity that is prohibited from paying a sales charge or
     commission to purchase mutual fund shares;

o    Selling brokers, sales representatives or other intermediaries;

o    Fund Trustees and other individuals who are affiliated with any Kobrick
     Fund, Nvest Fund or Money Market Fund (this also applies to any spouse,
     parents, children, siblings, grandparents, grandchildren and in-laws of
     those mentioned);

o    Participants in certain Retirement Plans with at least 100 members
     (one-year CDSC may apply);

o    Non-discretionary and non-retirement accounts of bank trust departments or
     trust companies only if they principally engage in banking or trust
     activities; and


o    Investments of $25,000 or more in Kobrick Funds, Nvest Funds or Money
     Market Funds by clients of an adviser or subadviser to any Kobrick Fund,
     Nvest Fund or Money Market Fund.


o    Accounts open as of October 31, 1999 that became Class A shareholders of
     the relevant Fund, are not subject to applicable sales charges and may
     exchange into Class A shares of another Kobrick Fund or Nvest Fund without
     the imposition of a sales charge.

o    You do not pay a sales charge on orders of $1 million or more, but you may
     pay a charge on redemption if you redeem these shares within 1 year of
     purchase.

Certificates

Certificates will not be issued automatically for any class of shares. Upon
written request, you may receive certificates for Class A shares only.

Class Y Shares

o    You do not pay a sales charge when you buy Fund shares. All of your money
     goes to work for you right away.

o    You pay lower annual expenses than Class A shares, giving you the potential
     for higher returns per share.

Class Y shares of the Funds may be purchased by the following entities at the
following investment minimums.

There is no initial or subsequent investment minimum for:


                                       18
<PAGE>

o    Retirement Plans (401(a), 401(k), 457 or 403(b) plans) that have total
     investment assets of at least $10 million. Plan sponsor accounts can be
     aggregated to meet this minimum.

o    Insurance Company Accounts of Metropolitan Life Insurance Company
     ("MetLife") or its affiliates.

o    Separate Accounts of MetLife or its affiliates.

o    Wrap Fee Programs of certain broker-dealers not being paid by the Funds or
     the Distributor. Such wrap fee programs may be subject to additional or
     different conditions, including a wrap account fee. Each broker-dealer is
     responsible for transmitting to its customer a schedule of fees and other
     information regarding any such conditions. If the participant who purchased
     Class Y shares through a wrap fee program should terminate the wrap fee
     arrangement with the broker-dealer, then the Class Y shares will, at the
     discretion of the broker-dealer, automatically be converted to a number of
     Class A shares of the same Fund having the same net asset value of the
     shares converted, and the broker-dealer may thereafter be entitled to
     receive from that Fund an annual service fee of 0.25% of the value of Class
     A shares owned by that shareholder.

o    Certain individual retirement accounts if the amounts invested represent
     rollover distributions from investments by any of the Retirement Plans set
     forth above.

o    Deferred Compensation Plan Accounts of New England Life Insurance Company
     ("NELICO"), MetLife or their affiliates ("Deferred Compensation Accounts").

o    Service Accounts through an omnibus account by investment advisers,
     financial planners, broker-dealers or other intermediaries who have entered
     into a service agreement with a Fund. A fee may be charged to shareholders
     purchasing through a service account if they effect transactions through
     such parties and should contact such parties regarding information about
     such fees.

The minimum initial investment is $1 million and the minimum for each subsequent
investment is $10,000 for:

o    Other mutual funds, endowments, foundations, bank trust departments or
     trust companies.

For expenses associated with Class A and Class Y shares, see the section
entitled "Fund Fees & Expenses" in this Prospectus.


                                       19
<PAGE>

Fund Services

How Sales Charges Are Calculated

Class A Shares

The price that you pay when you buy Class A shares ("offering price") is their
net asset value plus a sales charge (sometimes called a "front-end sales
charge") which varies depending upon the size of your purchase. However, for
purchases of Class A shares of the Funds of $1 million or more or purchases by
Retirement Plans (Plans under Sections 401(a) or 401(k) of the Internal Revenue
Code with investments of $1 million or more or that have 100 or more eligible
employees), there is no front-end sales charge, but a contingent deferred sales
charge of 1.00% may apply to redemptions of such shares within one year of the
date of purchase. See the eligibility requirements for sales charge waivers in
the section entitled "Investing in the Funds -- Class A."

--------------------------------------------------------------------------------
                                         Class A Sales Charges
    Your Investment        As a % of offering price    As a % of your investment
-------------------------------------------------------------------------------
Less than     $ 50,000     5.75%                       6.10%
-------------------------------------------------------------------------------
$  50,000  -  $ 99,999     4.50%                       4.71%
-------------------------------------------------------------------------------
$ 100,000  -  $249,999     3.50%                       3.63%
-------------------------------------------------------------------------------
$ 250,000  -  $499,999     2.50%                       2.56%
-------------------------------------------------------------------------------
$ 500,000  -  $999,999     2.00%                       2.04%
-------------------------------------------------------------------------------
$1,000,000 or more         0.00%                       0.00%
--------------------------------------------------------------------------------

It's Easy to Open an Account

To Open an Account with Kobrick Funds:

1.   Read this Prospectus carefully.

2.   Read the eligibility and minimum investment requirements described above
     under "Investing in the Funds" and choose the class of shares that best
     meets your needs.

3.   You should contact Kobrick Funds at 1-888-523-8631 if you have any
     questions about purchasing Fund shares.

4.   Use the sections of this Prospectus that follow as your guide for
     purchasing shares.


                                       20
<PAGE>

Fund Services

Buying Shares

<TABLE>
<CAPTION>
                                                 Opening an Account                   Adding to an Account
<S>                                      <C>                                      <C>
Through Your Investment Dealer
                                         o    Call your investment dealer         o   Call your investment dealer
                                              for information.                        for information.


By Mail
                                         o    Make out a check in U.S.            o   Make out a check in U.S.
                                              dollars for the investment              dollars for the investment
                                              amount, payable to "Kobrick             amount, payable to "Kobrick
                                              Funds." Third party checks and          Funds." Third party checks and
                                              "starter" checks will not be            "starter" checks will not be
                                              accepted.                               accepted.


                                         o    Mail the check with your            o   Fill out the detachable
[envelope icon]                               completed application to Kobrick        investment slip from an account
                                              Funds, P.O. Box 8551, Boston, MA        statement. If no slip is
                                              02266-8551                              available, include with the
                                                                                      check a letter specifying the
                                                                                      Fund name, your class of
                                                                                      shares, your account number and
                                                                                      the registered account name(s).
                                                                                      To make investing even easier,
                                                                                      you can order more investment
                                                                                      slips by calling
                                                                                      1-888-523-8631.

By Exchange


                                         o    Obtain a current prospectus         o   Call your investment dealer
[exchange icon]                               for the Fund into which you are         or Kobrick Funds at
                                              exchanging by calling your              1-888-523-8631 or visit
                                              investment dealer or Kobrick            nvestfunds.com to request an
                                              Funds at 1-888-523-8631.                exchange.


                                         o    Call your investment dealer         o   See the section entitled
                                              or Kobrick Funds to request an          "Exchanging Shares" .
                                              exchange.

                                         o    See the section entitled
                                              "Exchanging Shares."


By Wire
                                         o    Call Kobrick Funds at               o   Visit nvestfunds.com to add
                                              1-888-523-8631 to obtain an             shares to your account by wire.
                                              account number and wire transfer
                                              instructions. Your bank may
                                              charge you for such a transfer.


                                                                                  o   Instruct your bank to
[wire icon]                                                                           transfer funds to State Street
                                                                                      Bank & Trust Company, ABA#
                                                                                      011000028, DDA# 99011538.
</TABLE>


                                       21
<PAGE>

<TABLE>
<S>                                      <C>                                      <C>

                                                                                  o   Specify the Fund name, your
                                                                                      class of shares, your account
                                                                                      number and the registered
                                                                                      account name(s). Your bank may
                                                                                      charge you for such a transfer.


Through Automated Clearing House ("ACH")
                                         o    Ask your bank or credit             o   Call Kobrick Funds at
                                              union whether it is a member of         1-888-523-8631 or visit
                                              the ACH system.                         nvestfunds.com to add shares to
                                                                                      your account through ACH.


                                         o    Complete the "Telephone             o   If you have not signed up
[ACH icon]                                    Withdrawal and Exchange" and            for the ACH system, please call
                                              "Bank Information" sections on          Kobrick Funds for a Service
                                              your account application.               Options Form. A signature
                                                                                      guarantee may be required to
                                                                                      add this privilege.
                                         o    Mail your completed
                                              application to Kobrick Funds,
                                              P.O. Box 8551, Boston, MA
                                              02266-8551.
</TABLE>


                                       22
<PAGE>

Fund Services

Selling Shares
                       To Sell Some or All of Your Shares

Certain restrictions may apply. See section entitled "Restrictions on Buying,
Selling and Exchanging Shares."

Through Your Investment Dealer
                                    o   Call your investment dealer for
                                        information.

By Mail
                                    o   Write a letter to request a
                                        redemption specifying the name of
                                        your Fund, your class of shares, your
                                        account number, the exact registered
                                        account name(s), the number of shares
                                        or the dollar amount to be redeemed
                                        and the method by which you wish to
                                        receive your proceeds. Additional
                                        materials may be required. See the
                                        section entitled "Selling Shares in
                                        Writing."

[envelope icon]                     o   The request must be signed by all of
                                        the owners of the shares and must
                                        include the capacity in which they
                                        are signing, if appropriate.


                                    o   Mail your request by regular mail to
                                        Kobrick Funds, P.O. Box 8551, Boston,
                                        MA 02266-8551 or by registered,
                                        express or certified mail to Nvest
                                        Funds, 66 Brooks Drive, Braintree, MA
                                        02184.


                                    o   Your proceeds will be delivered by
                                        the method chosen in your letter. If
                                        you choose to have your proceeds
                                        delivered by mail, they will
                                        generally be mailed to you on the
                                        business day after the request is
                                        received in good order. You may also
                                        choose to redeem by wire or through
                                        ACH (see below).

By Exchange
                                    o   Obtain a current prospectus for the
                                        Fund into which you are exchanging by
                                        calling your investment dealer or
                                        Kobrick Funds at 888-523-8631.


[exchange icon]                     o   Call Kobrick Funds or visit
                                        nvestfunds.com to request an
                                        exchange.


                                    o   See the section entitled "Exchanging
                                        Shares" for more details.

By Wire
                                    o   Fill out the "Telephone Withdrawal
                                        and Exchange" and "Bank Information"
                                        sections on your account application.


[wire icon]                         o   Call Kobrick Funds at 888-523-8631,
                                        visit nvestfunds.com or indicate in
                                        your redemption request letter (see
                                        above) that you wish to have your
                                        proceeds wired to your bank.


                                    o   Proceeds will generally be wired on
                                        the next business day. A wire fee
                                        (currently $5.00) will be deducted
                                        from the proceeds.

Through Automated Clearing House
                                    o   Ask your bank or credit union whether
                                        it is a member of the ACH system.

                                    o   Complete the "Telephone Withdrawal
                                        and Exchange" and "Bank Information"
                                        sections on your account application.

[ACH icon]                          o   If you have not signed up for the ACH
                                        system on your application, please
                                        call Kobrick Funds at 888-523-8631
                                        for a Service Options Form.

                                    o   Call Kobrick Funds or visit
                                        nvestfunds.com to request a
                                        redemption through this system.

                                    o   Proceeds will generally arrive at
                                        your bank within three business days.


                                         23
<PAGE>


By Systematic Withdrawal Plan
                                    o   Please refer to the section entitled
                                        "Additional Investor Services" or
                                        call Kobrick Funds at 888-523-8631 or
                                        your financial representative for
                                        information.

[systematic icon]                   o   Because withdrawal payments may have
                                        tax consequences, you should consult
                                        your tax adviser before establishing
                                        such a plan.


By Telephone
                                    o   You may receive your proceeds by
                                        mail, by wire or through ACH (see
                                        above).

[telephone icon]                    o   Call Kobrick Funds at 888-523-8631 to
                                        choose the method you wish to use to
                                        redeem your shares.


                                         24
<PAGE>

Fund Services

Selling Shares in Writing

If you wish to redeem your shares in writing, all owners of the shares must sign
the redemption request in the exact names in which the shares are registered and
indicate any special capacity in which they are signing. In certain situations,
you will be required to make your request to sell shares in writing. In these
instances, a letter of instruction signed by the authorized owner is necessary.
In certain situations, we also may require a signature guarantee or additional
documentation.

A signature guarantee protects you against fraudulent orders and is necessary
if:

o    your address of record has been changed within the past 30 days;

o    you are selling more than $100,000 worth of shares and you are requesting
     the proceeds by check; or

o    a proceeds check for any amount is either mailed to an address other than
     the address of record or not payable to the registered owner(s).

A notary public cannot provide a signature guarantee. A signature guarantee can
be obtained from one of the following sources:

o    a financial representative or securities dealer;

o    a federal savings bank, cooperative, or other type of bank;

o    a savings and loan or other thrift institution;

o    a credit union; or

o    a securities exchange or clearing agency.


                                       25
<PAGE>

Fund Services

Exchanging Shares


You may exchange shares of your Kobrick Fund for shares of the same class of
another Kobrick Fund or another Nvest Fund or for Class A shares of the Money
Market Funds. At the discretion of NELICO or MetLife, Class Y shares of any
Deferred Compensation Accounts may be exchanged for Class A shares of any other
Kobrick Fund or Nvest Fund which does not offer Class Y shares. Class A shares
of any Kobrick Fund or Nvest Fund in a Deferred Compensation Account may also be
exchanged for Class Y shares of any Kobrick Fund or Nvest Fund. All exchanges
are subject to the eligibility requirements of the Kobrick Fund, Nvest Fund or
Money Market Fund into which you are exchanging. The exchange privilege may be
exercised only in those states where shares of Kobrick Funds, Nvest Funds or
Money Market Funds may be legally sold. For federal income tax purposes, an
exchange of Fund shares for shares of another Kobrick Fund, Nvest Fund or Money
Market Fund is generally treated as a sale on which gain or loss may be
recognized. Please refer to the Statement of Additional Information (the "SAI")
for more detailed information on exchanging Fund shares. Restrictions on Buying,
Selling and Exchanging Shares


Purchase and Exchange Restrictions

Although the Funds do not anticipate doing so, they reserve the right to suspend
or change the terms of purchasing or exchanging shares. Each Funds and the
Distributor reserve the right to refuse or limit any purchase or exchange order
by a particular purchaser (or group of related purchasers) if the transaction is
deemed harmful to the best interest of the Fund's other shareholders or would
disrupt the management of the Fund. The Funds and the Distributor reserve the
right to restrict purchases and exchanges for the accounts of "market timers" by
limiting the transaction to a maximum dollar amount. An account will be deemed
to be one of a market timer if: (i) more than two exchange purchases of a given
Fund are made for the account in a calendar quarter or (ii) the account makes
one or more exchange purchases of a given Fund in a calendar quarter in an
aggregate amount in excess of 1% of the Fund's total net assets.

Selling Restrictions

The table below describes restrictions placed on selling shares of any Fund
described in this Prospectus:

<TABLE>
<CAPTION>
Restriction                                                 Situation
<S>                                                         <C>

The Fund may suspend the right of redemption or postpone    o  When the New York Stock Exchange (the
payment for more than 7 days:                                  "Exchange") is closed (other than a weekend/holiday)
                                                            o  During an emergency
                                                            o  Any other period permitted by the SEC
----------------------------------------------------------  ----------------------------------------------------------------
The Fund reserves the right to suspend account services or  o  With a notice of a dispute between registered owners
refuse transaction requests:
                                                            o  With suspicion/evidence of a fraudulent act
----------------------------------------------------------  ----------------------------------------------------------------
The Fund may pay the redemption price in whole or in part   o  When it is detrimental for the Fund to make cash
by a distribution in kind of readily marketable securities     payments as determined in the sole discretion of the Adviser
in lieu of cash or may take up to 7 days to pay a
redemption request in order to raise capital:
----------------------------------------------------------  ----------------------------------------------------------------
The Fund may withhold redemption proceeds until the check   o  When redemptions are made within 10 calendar days
or funds have cleared:                                         of purchase by check or ACH of the shares being redeemed
----------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       26
<PAGE>

Telephone redemptions are not accepted for tax-qualified retirement accounts.

If you hold certificates representing your shares, they must be sent with your
request for it to be honored.

The Fund recommends that certificates be sent by registered mail.



                                       27
<PAGE>

Fund Services

How Fund Shares Are Priced

"Net asset value" is the price of one share of the Fund without a sales charge,
and is calculated each business day using this formula:

<TABLE>
<S>               <C>
Net Asset Value = Total market value of securities + Cash and other assets - Liabilities
                  ----------------------------------------------------------------------
                  Number of outstanding shares
</TABLE>

The net asset value of Fund shares is determined according to this schedule:


o    A share's net asset value is determined at the close of regular trading on
     the Exchange on the days the Exchange is open for trading. This is normally
     4:00 p.m. Eastern time. Fund shares will not be priced on the days on which
     the Exchange is closed for trading.


o    The price you pay for purchasing, redeeming or exchanging a share will be
     based upon the net asset value next calculated after your order is received
     "in good order" by State Street Bank and Trust Company, the Fund's
     custodian (plus or minus applicable sales charges as described earlier in
     this Prospectus).

o    Requests received by the Distributor after the Exchange closes will be
     processed based upon the net asset value determined at the close of regular
     trading on the next day that the Exchange is open, with the exception that
     those orders received by your investment dealer before the close of the
     Exchange and received by the Distributor before 5:00 p.m. Eastern time* on
     the same day will be based on the net asset value determined on that day.

o    A Fund heavily invested in foreign securities may have net asset value
     changes on days when you cannot buy or sell its shares.

*    Under limited circumstances, the Distributor may enter into a contractual
     agreement pursuant to which it may accept orders after 5:00 p.m., but not
     later than 8:00 p.m.

Generally, during times of substantial economic or market change, it may be
difficult to place your order by phone. During these times, you may deliver your
order in person to the Distributor or send your order by mail as described in
"Buying Shares" and "Selling Shares."


Generally, Fund securities are valued as follows:

Equity securities -- most recent sales or quoted bid price as provided by a
pricing service.

Debt securities (other than short-term obligations) -- based upon pricing
service valuations.

Short-term obligations (remaining maturity of less than 60 days) -- amortized
cost (which approximates market value).


Securities traded on foreign exchanges -- most recent sale/bid price on the
non-U.S. exchange, unless an occurrence after the close of the exchange will
materially affect its value. In that case, it is given fair value as determined
by or under the direction of the Funds' Board of Trustees at the close of
regular trading on the Exchange.


Options -- last sale price, or if not available, last offering price.

Futures -- unrealized gain or loss on the contract using current settlement
price. When a settlement price is not used, futures contracts will be valued at
their fair value as determined by or under the direction of the Funds' Board of
Trustees.

All other securities -- fair market value as determined by the Adviser of the
Fund under the direction of the Funds' Board of Trustees.


The effect of fair value pricing as described above for "Securities traded on
foreign exchanges" and "All other securities" is that securities may not be
priced on the basis of quotations from the primary market in which they are
traded but rather, may be priced by another method that the Funds' Board of
Trustees believes actually reflects fair value.



                                       28
<PAGE>

Fund Services

Dividends and Distributions

The Funds generally distribute most or all of their net investment income
annually (other than capital gains) in the form of dividends. The Fund
distributes all net realized long- and short-term capital gains annually, after
applying any available capital loss carryovers. The Funds' Board of Trustees may
adopt a different schedule as long as payments are made at least annually.

Depending on your investment goals and priorites, you may choose to:


o    receive distributions from dividends and interest in cash while reinvesting
     distributions from capital gains in additional shares of the same class of
     the Fund, or in the same class of another Kobrick Fund or Nvest Fund.


o    receive all distributions in cash.

Unless you select one of the above options, distributions will automatically be
reinvested in shares of the same class of the Fund at net asset value.

For more information or to change your distribution option, contact Kobrick
Funds in writing or call 888-523-8631.

If you earn more than $10 annually in taxable income from a non-retirement plan
Fund, you will receive a Form 1099 to help you report the prior calendar year's
distributions on your federal income tax return. Be sure to keep this Form 1099
as a permanent record. A fee may be charged for any duplicate information
requested.

Tax Consequences

The Fund intends to meet all requirements of the Internal Revenue Code necessary
to qualify as a "regulated investment company" and thus does not expect to pay
any federal income tax on income and capital gains distributed to shareholders.


Fund distributions paid to you are taxable whether you received them in cash or
reinvested them in additional shares. Distributions derived from short-term
capital gains or investment income are generally taxable at ordinary income
rates. If you are a corporation investing in a Fund, a portion of these
dividends may qualify for the dividends received deduction provided that you
meet certain holding period requirements. Distributions of gains from
investments that the Fund owned for more than one year that are designated by
the Fund as capital gain dividends will generally be taxable to a shareholder
receiving such distributions as long-term capital gain, regardless of how long
the shareholder has held Fund shares. Distributions are taxable to you even if
they are paid from income or gains earned by the Fund before your investment
(and thus were included in the price you paid).

Any gain resulting from the sale of Fund shares will generally be subject to
tax. An exchange of Fund shares for shares of another Kobrick Fund, NvestFund or
a Money Market Fund is generally treated as a sale, and any resulting gain or
loss will generally be subject to federal income tax. If you purchase shares of
the Fund shortly before it declares a capital gain distribution or a dividend, a
portion of the purchase price may be returned to you as a taxable distribution.


You should consult your tax adviser about any federal, state and local taxes
that may apply to the distributions you receive.

As of the date of this Prospectus, a single investor owns a significant portion
of the shares of each Fund. Redemption by this investor of all or a substantial
part of its investment in a Fund could require the Adviser to sell a large
amount of portfolio securities. Such sales could result in the realization of
capital gains, which would be required to be distributed to shareholders of the
affected Fund.


                                       29
<PAGE>

Compensation to Securities Dealers

As part of their business strategies, the Funds may pay securities dealers that
sell their shares. This compensation originates from two sources: sales charges
(front-end or deferred) and 12b-1 fees (comprising the annual service and/or
distribution fees of a plan adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940). The sales charges are detailed in the section entitled
"How Sales Charges are Calculated." Class A shares pays an annual service fee of
0.25% of its average daily net assets. Generally, the 12b-1 fees are paid to
securities dealers on a quarterly basis.


The Distributor may, at its expense, pay concessions in addition to the payments
described above to dealers which satisfy certain criteria established from time
to time by the Distributor relating to increasing net sales of shares of the
Kobrick Funds or other Nvest Funds over prior periods and certain other factors.
See the SAI for more details.




                                       30
<PAGE>

Fund Performance

Fund Performance


The financial highlights table is intended to help you understand the Fund's
financial performance since the Fund's commencement of operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the return that an investor would have earned on
an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the Fund's financial
statements, are included in the Statement of Additional Information, which is
available without charge upon request.


Kobrick Funds
[To be updated to include 9/30/2000 data]
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                          Kobrick Capital Fund        Kobrick Emerging Growth Fund        Kobrick Growth Fund
                                                 Class A                        Class A                         Class A
                                                     For the Period                     For the                     For the Period
                                                      December 31,                       Period                      September 1,
                                       Year Ended     1997* through    Year Ended     December 31,    Year Ended     1998* through
                                      September 30,   September 30,   September 30,  1997* through   September 30,   September 30,
                                                                                     September 30,
                                          1999            1998            1999            1998           1999            1998
<S>                                       <C>             <C>             <C>             <C>            <C>             <C>
Net Asset Value, beginning of the
   period
Income (Loss) from investment
   operations:
Net investment income (loss) (c)
Net realized and unrealized gain
   (loss) on investments              ----------------------------------------------------------------------------------------------
Total from investment operations
                                      ----------------------------------------------------------------------------------------------

Net asset value, end of period
Total Return (a)
                                      ==============================================================================================
Ratios and Supplemental Data
Net Assets, end of period (000s)

Ratios to average net assets
   Net expenses (b)
   Expenses before fee waiver (b)
   Net investment income (loss) (b)
Portfolio turnover rate
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*    Commencement of Operations

(a)  Total Returns are historical and assume changes in share price and
     reinvestments of dividends. Had certain expenses not been reduced during
     the periods shown, total returns would have been lower. Periods of less
     than one year are not annualized.

(b)  Annualized for periods less than one year.

(c)  Computed using the average shares method.

(d)  Amount shown for a share outstanding does not correspond with the net
     realized and unrealized gain (loss) on investments due to the timing of
     sales and repurchases of Fund shares in relation to fluctuating market
     values of the investments of the Fund.


                                       31
<PAGE>

Glossary of Terms

Glossary of Terms

Bid price -- The price a prospective buyer is ready to pay. This term is used by
traders who maintain firm bid and offer prices in a given security by standing
ready to buy or sell security units at publicly quoted prices.

Bottom-up approach -- The search for outstanding performance by first
considering individual companies before considering the impact of industry and
economic trends.

Capital gain distributions -- Payments to a Fund's shareholders of profits
earned from selling securities in a Fund's portfolio. Capital gain distributions
are usually paid once a year.

Derivative -- A financial instrument whose value and performance are based on
the value and performance of another security or financial instrument.

Diversification -- The strategy of investing in a wide range of securities
representing different market sectors to reduce the risk if an individual
company or one sector suffers losses.

Earnings growth -- A pattern of increasing rate of growth in earnings per share
from one period to another, which usually causes a stock's price to rise.

Fundamental analysis -- An analysis of the balance sheet and income statements
of a company in order to forecast its future stock price movements. Fundamental
analysis considers records of assets, earnings, sales, products, research and
development and markets in predicting future trends in these indicators of a
company's success or failure.

Growth investing -- An investment style that emphasizes companies with strong
earnings growth. Growth investing is generally considered more aggressive than
"value" investing.

Income distributions -- Payments to a Fund's shareholders resulting from the net
interest or dividend income earned by a Fund's portfolio.

Market capitalization -- Market price multiplied by number of shares
outstanding. The figures used to distinguish small, medium and large market
capitalizations may vary depending upon the index being used and/or the
guidelines set by the portfolio manager.

Net asset value (NAV) -- The market value of one share of a Fund on any given
day without taking into account any front-end sales charge or CDSC. It is
determined by dividing the Fund's total net assets by the number of shares
outstanding.

Qualitative analysis -- An analysis of the qualities possessed by a company,
including its management, products and competitive positions, to help determine
if the company can execute its strategies.

Target price -- Price that an investor is hoping a stock he or she has just
bought will rise to within a specified period of time. An investor may buy XYZ
at $20, with a target price of $40 in one year's time, for instance.

Total return -- The change in value of an investment in a Fund over a specific
time period expressed as a percentage. Total returns assume all earnings are
reinvested in additional shares of the Fund.

Volatility -- The general variability of a portfolio's value resulting from
price fluctuations of its investments. In most cases, the more diversified a
portfolio is, the less volatile it will be.


                                       32
<PAGE>

        If you would like more information about the Kobrick Fundss, the
              following documents are available free upon request:


         Annual and Semiannual Reports -- Provide additional information
              about the Funds' investments. Each report includes a
          discussion of the market conditions and investment strategies
       that significantly affected the Fund's performance during its last
         fiscal year. To reduce costs, we mail one copy per household.
     For more copies call Nvest Funds Distributor, L.P. at the number below.


       Statement of Additional Information (SAI) -- Provides more detailed
        information about the Funds and their investment limitations and
           policies, has been filed with the Securities and Exchange
   Commission ("SEC") and is incorporated into this Prospectus by reference.

                  To order a free copy of the Funds' annual or
              semiannual report or its SAI, contact your financial
                        representative, or the Funds at:

          Kobrick Funds P.O. Box 8551 Boston, Massachusetts 02266-8551


                            Telephone: 1-888-523-8631
                          Internet: www.nvestfunds.com


                 Your financial representative or Kobrick Funds
          will also be happy to answer your questions or to provide any
                  additional information that you may require.

            You can review and copy the Funds' reports and SAs at the
              Public Reference Room of the SEC in Washington, D.C.
                    Text-only copies are available free from
                   the Commission's Web site at: www.sec.gov.

    Copies of these publications are also available for a fee and information
              on the operation of the Public Reference Room may be
                 obtained by electronic request at the following
                   e-mail address: [email protected], or by
           writing or calling the Public Reference Section of the SEC,
                           Washington, D.C. 20549-0102
                            Telephone: 1-202-942-8090


             Nvest Funds Distributor, L.P., and other firms selling
                   shares of Kobrick Funds are members of the
           National Association of Securities Dealers, Inc. (NASD). As
                 a service to investors, the NASD has asked that
             we inform you of the availability of a brochure on its
                 Public Disclosure Program. The program provides
             access to information about securities firms and their
         representatives. Investors may obtain a copy by contacting the
               NASD at 800-289-9999 or by visiting their Web site
                                at www.NASDR.com.




                                       33
<PAGE>

                                  Kobrick Funds


                             Classes A and Y Shares


                              Kobrick Capital Fund

                          Kobrick Emerging Growth Fund

                               Kobrick Growth Fund




                   (Investment Company Act File No. 811-8435)



                                       34


<PAGE>


                         NVEST KOBRICK INVESTMENT TRUST

                       STATEMENT OF ADDITIONAL INFORMATION



                                February 1, 2001


                              Kobrick Capital Fund
                          Kobrick Emerging Growth Fund
                               Kobrick Growth Fund



This Statement of Additional  Information (the "Statement") is not a prospectus.
This  Statement  relates to the  Prospectus for Classes A, B and C shares and to
the  Prospectus  for  Classes A and Y shares of Kobrick  Capital  Fund,  Kobrick
Emerging  Growth Fund and Kobrick  Growth Fund (the "Funds" and each a "Fund") ,
each dated  February 1, 2001 and each as may be  supplemented  from time to time
(the  "Prospectus"  or  "Prospectuses")   and  should  be  read  in  conjunction
therewith. Investors may obtain a free copy of the Prospectuses from Nvest Funds
Distributor,   L.P.   (the   "Distributor"),   399  Boylston   Street,   Boston,
Massachusetts 02116, by calling the Funds at 800-225-5478 or by placing an order
online at www.nvestfunds.com.

The financial  statements and accompanying notes of each Fund that appear in the
Funds' annual and  semiannual  reports are  incorporated  by reference into this
Statement.  The annual and semiannual  reports for the Funds contain  additional
performance  information  and are available  upon request and without  charge by
calling 800-225-5478.


<PAGE>

                         Nvest Kobrick Investment Trust
                               101 Federal Street
                           Boston, Massachusetts 02110


                                Table of Contents



Nvest Kobrick Investment Trust..................................................


Investment Limitations..........................................................

Additional Information Concerning Certain Investment Techniques.................

Debt Instruments and Permitted Cash Investments.................................

Quality Ratings of Corporate Bonds and Preferred Stocks.........................

Trustees and Officers...........................................................

The Investment Adviser..........................................................

Distribution Agreement and 12b-1 Plans..........................................

Securities Transactions.........................................................

Portfolio Turnover..............................................................

How to Buy Shares...............................................................

Net Asset Value and Public Offering Price.......................................

Reduced Sale Charges............................................................

Shareholder Services............................................................

     Open Accounts..............................................................

     Automatic Investment Plans.................................................

     Retirement Plans Offering Tax Benefits.....................................

     Systematic Withdrawal Plans................................................

     Dividend Diversification Program...........................................

     Exchange Privilege.........................................................

     Automatic Exchange Plan....................................................

     Broker Trading Privileges..................................................


     Self-Servicing Your Account................................................


Redemptions.....................................................................

Standard Performance Measures...................................................

Investment Performance of the Funds.............................................

Income Dividends, Capital Gain Distributions and Tax Status.....................

Financial Statements............................................................

Appendix A - Publications That May Contain Fund Information.....................

Appendix B - Advertising and Promotional Literature.............................


                                                                               2
<PAGE>


--------------------------------------------------------------------------------
                         NVEST KOBRICK INVESTMENT TRUST
--------------------------------------------------------------------------------

     Nvest   Kobrick   Investment   Trust  (the  "Trust")  was  organized  as  a
Massachusetts  business  trust on October 10,  1997.  The Trust is a  registered
open-end,  management  investment  company and currently  offers three series to
investors:  the Kobrick  Capital Fund, the Kobrick  Emerging Growth Fund and the
Kobrick Growth Fund (the "Funds" andeach a "Fund"). Each Fund is diversified and
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. Each Fund is divided into a number of separate  classes,
each having such rights and  preferences  relative to other  classes of the same
Fund as the Board of Trustees  determine.  Expenses  attributable to any Fund or
class of Fund are borne by that Fund or class of Fund, respectively. 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,  as amended  (the "1940  Act")  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  of the Trust  (sometimes
referred to as the "Declaration of  Trust")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 most of the Trust's
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,  no  annual  or  regular  meeting  of
shareholders is required. Thus, there will ordinarily be no shareholder meetings
unless required by the 1940 Act. 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  shares of the Funds and holders of 10% or more of
the outstanding shares of the Funds can require that the Trustees call a meeting
of  shareholders  for purposes of voting on the removal of 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.


--------------------------------------------------------------------------------
                             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 such Fund are present or represented by proxy; or (B) of more than 50%
of the outstanding voting shares of such Fund, whichever is less.


The limitations applicable to each Fund are:


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



                                                                               3
<PAGE>

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 1940 Act except in so far as any borrowing that the Fund may
engage in may be deemed to be an issuance of a senior security.

     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 Fund, 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 and commercial paper issued under Section 4(2) of 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.


                                                                               4
<PAGE>

--------------------------------------------------------------------------------
         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,  "when issued" securities and
may enter into closing  transactions with respect to each of the foregoing,  and
invest in other derivatives and engage in securities lending under circumstances
in which such  instruments and techniques are expected by Kobrick Funds LLC (the
"Investment  Adviser")  to aid in achieving  the  investment  objectives  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.  In addition, each Fund may purchase securities offered
pursuant to an initial public offering.


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 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 above, 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.


                                                                               5
<PAGE>

     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.


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 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.


                                                                               6
<PAGE>

     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  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.


                                                                               7
<PAGE>

     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 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.  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 the 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.


                                                                               8
<PAGE>

     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 Adviser 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 the Investment
Adviser 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.

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.  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,  a Fund 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
Fund could lose money.


Illiquid Securities (Rule 144 and Section 4(2) Commercial Paper)


     Illiquid  securities are those which are not readily  resalable,  which may
include  securities whose disposition is restricted by federal  securities laws.
Rule 144A securities are privately offered securities that can be resold only to
certain  qualified   institutional  buyers  pursuant  to  Rule  144A  under  the
Securities Act of 1933. Certain Funds may also purchase  commercial paper issued
under  Section  4(2) of the  Securities  Act of  1933.  Investing  in Rule  144A
securities and Section 4(2) commercial paper 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 these  securities.  Rule
144A  securities  and Section  4(2)  commercial  paper are treated as  illiquid,
unless the Investment  Advisor has determined,  under guidelines  established by
the Trust's Board of Trustees, that the particular issue of Rule 144A securities
is liquid.  Also, a Fund may incur expenses,  losses or delays in the process of
registering  restricted  securities prior to resale, which would have an adverse
effect on the Fund.


                                                                               9
<PAGE>

Short Sales

     Each Fund may sell  securities  short  against the box,  that is: (1) enter
into  short  sales of  securities  that it  currently  owns or has the  right to
acquire  through the  conversion  or exchange of other  securities  that it owns
without  additional  consideration;  and (2) enter  into  arrangements  with the
broker-dealers  through which such  securities  are sold short to receive income
with  respect to the  proceeds of short sales during the period the Fund's short
positions  remain open. A Fund may make short sales of securities only if at all
times when a short  position  is open the Fund owns at least an equal  amount of
such  securities or securities  convertible  into or exchangeable  for,  without
payment of any further consideration, securities of the same issue as, and equal
in amount to, the securities sold short.

     In a short sale against the box, a Fund does not deliver from its portfolio
the securities sold and does not receive immediately the proceeds from the short
sale.  Instead,  the Fund borrows the securities sold short from a broker-dealer
through which the short sale is executed,  and the  broker-dealer  delivers such
securities,  on behalf of the Fund,  to the purchaser of such  securities.  Such
broker-dealer  is entitled to retain the proceeds  from the short sale until the
Fund delivers to such broker-dealer the securities sold short. In addition,  the
Fund is required to pay to the broker-dealer the amount of any dividends paid on
shares  sold  short.  Finally,  to secure  its  obligation  to  deliver  to such
broker-dealer  the securities sold short, the Fund must deposit and continuously
maintain in a separate account with the Fund's custodian an equivalent amount of
the securities sold short or securities  convertible  into or  exchangeable  for
such securities without the payment of additional consideration.  A Fund is said
to have a short  position  in the  securities  sold  until  it  delivers  to the
broker-dealer  the securities sold, at which time the Fund receives the proceeds
of the sale.  A Fund may close out a short  position by  purchasing  on the open
market and  delivering to the  broker-dealer  an equal amount of the  securities
sold short, rather than by delivering portfolio securities.

     Short sales may protect a Fund  against  risk of losses in the value of its
portfolio  securities  because  any  unrealized  losses  with  respect  to  such
portfolio  securities  should be wholly or partially  offset by a  corresponding
gain in the short  position.  However,  any  potential  gains in such  portfolio
securities  should be wholly or partially offset by a corresponding  loss in the
short position.  The extent to which such gains or losses are offset will depend
upon the amount of securities  sold short  relative to the amount the Fund owns,
either directly or indirectly,  and, in the case where the Fund owns convertible
securities, changes in the conversion premium.

     Short sale transactions involve certain risks. If the price of the security
sold short  increases  between  the time of the short sale and the time the Fund
replaces  the  borrowed  security,  the Fund will  incur a loss and if the price
declines  during this period,  the Fund will realize a short-term  capital gain.
Any realized  short-term  capital gain will be decreased,  and any incurred loss
increased,  by the amount of  transaction  costs and any  premium,  dividend  or
interest  which the Fund may have to pay in  connection  with such  short  sale.
Certain  provisions  of the  Internal  Revenue  Code of 1986,  as amended,  (the
"Code") may limit the degree to which a Fund is able to enter into short  sales.
There  is no  limitation  on the  amount  of each  Fund's  assets  that,  in the
aggregate,  may be  deposited  as  collateral  for  the  obligation  to  replace
securities  borrowed to effect short sales and allocated to segregated  accounts
in connection with short sales.  No Fund currently  expects that more than 5% of
its total assets would be involved in short sales against the box.

Initial Public Offerings

     The Funds may purchase securities of companies that are offered pursuant to
an initial  public  offering  ("IPO").  An IPO is a company's  first offering of
stock to the public in the primary market typically to raise additional capital.
The Funds may purchase a "hot" IPO (also known as a "hot issue") which is an IPO
that is oversubscribed and, as a result, is an investment opportunity of limited
availability.  As a consequence, the price at which these IPO shares open in the
secondary  market may be  significantly  higher than the original IPO price. IPO
securities tend to involve  greater risk due, in part, to public  perception and
the lack of publicly  available  information and trading  history.  There is the
possibility of losses resulting from the difference  between the issue price and
potential  diminished  value of the stock once traded in the  secondary  market.
Although  the Funds will make  diligent  efforts to research a company  prior to
purchasing IPO securities,  including reviewing the company's prospectus,  there
is no  guarantee  against  significant  losses.  The  Funds'  investment  in IPO
securities may have a significant  impact on a Fund's performance and may result
in significant capital gains.


                                                                              10
<PAGE>


Temporary Defensive Strategies

Each Fund has the  flexibility  to  respond  promptly  to  changes in market and
economic conditions.  In the interest of preserving  shareholders'  capital, the
Investment  Adviser may employ a temporary  defensive  strategy if it determines
such a strategy to be warranted. Each Fund will only take such defensive action,
which is  inconsistent  with its  investment  goal,  when, in the opinion of the
Investment  Adviser such a position is more likely to provide protection against
adverse market conditions than adherence to the Fund's other policies.  Pursuant
to such a defensive  strategy a Fund  temporarily  may hold cash (U.S.  dollars,
foreign currencies, or multinational currency units) and/or invest up to 100% of
its  assets in  certain  short-term  securities.  It is  impossible  to  predict
whether, when or for how long a Fund will employ defensive strategies.


In addition,  pending investment of proceeds from new sales of Fund shares or to
meet ordinary daily cash needs, a Fund may temporarily hold cash (U.S.  dollars,
foreign  currencies or multinational  currency units) and may invest any portion
of its assets in money instruments.  The use of defensive strategies may prevent
a Fund from achieving its goal.

--------------------------------------------------------------------------------
                 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 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 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.


                                                                              11
<PAGE>

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 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  Ratings  Group  ("S&P") or
within the "Prime"  major rating  category by Moody's  Investors  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.


                                                                              12
<PAGE>

--------------------------------------------------------------------------------
             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 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.

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.


                                                                              13
<PAGE>

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.

--------------------------------------------------------------------------------
                              TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

     The Funds are governed by a Board of  Trustees,  which is  responsible  for
generally  overseeing  the  conduct  of Fund  business  and for  protecting  the
interests of shareholders. The Trustees meet periodically throughout the year to
oversee the Funds' activities,  review  contractual  arrangements with companies
that provide services to the Funds and review the Funds' performance.


     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 1940 Act, is indicated by an asterisk.

Name                               Age                Position Held
----                               ---                -------------
*Frederick R. Kobrick              57                 President/Trustee
Jay H. Atlas                       56                 Trustee
Samuel L. Hayes, III               65                 Trustee
Joseph P. Paster                   55                 Trustee
Sherri A. Brown                    34                 Treasurer
Richard A. Goldman                 40                 Secretary


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. His principal  occupation  currently is President of
Kobrick Funds LLC.  Prior to becoming  President of the  predecessor  to Kobrick
Funds LLC in 1997, he served from 1985 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.

Jay H. Atlas,  49 Raymond Road,  Sudbury,  MA 01776,  serves as a Trustee of the
Trust.  His  principal  occupation  is providing  consulting  services as a sole
propriertorship  to businesses which include Pioneer  Standard,  Ariel Corp. and
Applix Inc..From December 1998 to June 2000, Mr. Atlas served as Chief Executive
Officer,  President and Director of Ariel Corporation.  Prior to this, he served
as a Vice  President  and  General  Manager  of Sales and  Marketing  for Convex
Computer Corporation and as 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.  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.  His  principal  occupation  is as a Vice
President of John Hancock Mutual Life Insurance Company,  where he has served in
various capacities since 1967.

Sherri A. Brown, 101 Federal Street,  Boston,  MA 02110,  serves as Treasurer of
the Trust.  Her principal  occupation  currently is Chief  Financial  Officer of
Kobrick Funds LLC. Prior to becoming Chief  Financial  Officer in June 1999, she
was Director of


                                                                              14
<PAGE>

Accounting at Vinik Asset Management Co. from November 1996 to June 1999, an
operations consultant with Deloitte & Touche LLP from February 1996 to November
1996 and a Vice President at Manchester Growth Fund L.P. from June 1990 to
February 1996.


Richard A. Goldman, 101 Federal Street, Boston, MA 02110, serves as Secretary of
the Trust.  His principal  occupation  currently is Chief Operating  Officer and
General Counsel of Kobrick Funds LLC. Prior to becoming Chief Operating  Officer
and General  Counsel of the  predecessor to Kobrick Funds LLC in 1997, he was an
attorney with Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. from August 1989
until October 1997.

     The Audit and  Operations  Committee  of the Trust is  comprised of Messrs.
Atlas, Hayes and Paster,  each not an interested person of the Trust (as defined
in the 1940 Act) ("Independent Trustees"), and considers matters relating to the
scope  and  results  of the  Funds'  audits  and  serves as a forum in which the
independent accountants can raise any issues or problems identified in the audit
with the Board of Trustees.  This Committee also reviews and monitors compliance
with stated  investment  objectives and policies and SEC and IRS  regulations as
well as operational  issues of the Funds and the services  provided to the Funds
by third parties.

     Each  Independent  Trustee  (Messrs.  Atlas,  Hayes and Paster)  receivesan
annual retainer of $12,000,  a fee of $2,000 for each Board of Trustees  meeting
attended in person, a fee of $750 for each Board of Trustees meeting attended by
telephone,  and a fee of $2,000 for each Audit and Operations  Committee meeting
attended and will be reimbursed  for travel and other  expenses  incurred in the
performance  of his  duties.  No other  compensation  or pension  or  retirement
benefits  will be paid to or accrued by any other  officer or Trustee as part of
the expenses of the Funds.


Compensation Table


     During the fiscal year ended  September 30, 2000, the Trustees of the Trust
received the compensation shown in the following table for serving as Trustee of
the Trust.


<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                        Pension or Retirement     Estimated Annual      Total Compensation From
                           Aggregate Compensation    Benefits Accrued as Part of    Benefits Upon     Registrant and Fund Complex
Name of Person, Position      From Registrant*              Fund Expenses            Retirement           Paid to Directors*(1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                       <C>                          <C>                 <C>
Frederick R. Kobrick,      $0                        $0                           $0                  $0
President and Trustee
-----------------------------------------------------------------------------------------------------------------------------------
Jay H. Atlas
Trustee
-----------------------------------------------------------------------------------------------------------------------------------
Samuel L. Hayes, III
Trustee
-----------------------------------------------------------------------------------------------------------------------------------
Joseph P. Paster
Trustee
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Amounts  include  payments  deferred  by a Trustee  for the fiscal  year ended
September 30, 2000. The total amount of deferred compensation for all periods to
September 30, 2000 accrued for the Trustees are as follows: Hayes ($_____).

For purposes of compensation, the Kobrick Fund Complex consists of three funds.

     The Funds provide no pension or retirement  benefits to Trustees,  but have
adopted a  deferred  compensation  plan  which is  available  to  Trustees  on a
voluntary  basis.  Upon  distribution  of the  compensation  at a future date, a
participating Trustee will receive an amount equal to the value of such deferred
compensation  had it been invested in the Fund(s) selected by the Trustee on the
normal  payment date.  Deferred  amounts  remain in a Fund until  distributed in
accordance with the plan.

     As of [January 1, 2001], to the Trust's  knowledge,  the following  persons
owned of  record or  beneficially  5% or more of the  outstanding  shares of the
indicated  Funds set forth below.  In  addition,  each person that has direct or
indirect beneficial  ownership of more than 25% of the outstanding shares of the
indicated Funds set forth below may be deemed to control that Fund as defined in
the 1940 Act. As of [January 1, 2001], the officers and Trustees of the Trust as
a group owned ________%of the outstanding shares of each Fund.



                                                                              15
<PAGE>


Fund                             Shareholder and Address    Ownership Percentage
----                             -----------------------    --------------------
Kobrick Capital Fund
                                  To be updated




Kobrick Emerging Growth Fund
                                  To be updated




Kobrick Growth Fund
                                  To be updated



--------------------------------------------------------------------------------
                             THE INVESTMENT ADVISER
--------------------------------------------------------------------------------


     Kobrick  Funds LLC (the  "Investment  Adviser")  is the Trust's  investment
adviser. The Investment Adviser is a wholly owned subsidiary of Nvest Companies,
L.P.  ("Nvest").  Nvest is part of the  investment  management  arm of  France's
Caisse  des  Depots et  Consignations  ("CDC"),  a major  diversified  financial
institution which, in turn, is wholly owned by the French  Government.  Nvest is
owned by CDC Asset  Management  - North  America,  which is wholly  owned by CDC
Asset  Management,  a French entity that is part of CDC. Nvest has 18 affiliates
and  divisions  and $___ billion in assets under  management  as of December 31,
2000. Under the terms of the Investment Advisory Agreement between each Fund and
the Investment Adviser,  the Investment Adviser manages each Fund's investments.
Each Fund pays the Investment  Adviser a monthly  advisory fee computed daily at
the  annual  rate of 1.00% of the  average of the value of the net assets of the
Fund as determined at the close of each business day during the month. The gross
advisory  fees payable to a predecessor  to the  Investment  Adviser  during the
Funds' fiscal periods ended  September 30, 1998,  were  $_______,  $________ and
$_________  with respect to the Capital Fund,  the Emerging  Growth Fund and the
Growth Fund,  respectively.  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 gross  advisory  fees  payable  to the  predecessor  to the
Investment Adviser (and to the Investment Adviser effective July 7, 1999) during
the Funds' fiscal year ended  September 30, 1999,  were  $780,662,  $381,071 and
$295,301  with respect to the Capital  Fund,  the  Emerging  Growth Fund and the
Growth Fund,  respectively.  The gross  advisory fees payable to the  Investment
Adviser during the Funds' fiscal year ended  September 30, 2000 were  $________,
$________,  and $________ with respect to the Capital Fund, the Emerging  Growth
Fund and the Growth Fund, respectively.


     Effective  February  1,2001,  the  Investment  Adviser  has given a binding
undertaking  to the Funds to reduce its  management  fees and, if necessary,  to
bear certain  expenses  associated with the Funds,  through at least January 31,
2002, to the extent  necessary to limit the Funds'  expenses to the annual rates
set forth below. As set forth in the Prospectus, the Investment Adviser shall be
permitted  to recover  expenses  it has borne  after  January  31, 2001 in later
periods to the extent  that a Fund's  expenses  fall below the annual  rates set
forth below;  provided,  however,  that a Fund is not  obligated to pay any such
deferred  expenses  more than three  years  after the end of any fiscal  year in
which the expense  was  incurred.  Under a prior  binding  undertaking  from the
Investment  Adviser,  a Fund is not  obligated  to pay any  such  deferred  fees
incurred  during the period from  November 1, 1999  through  September  30, 2000
beyond  September  30, 2001,  and during the period from October 1, 2000 through
January 31, 2001 beyond September 30, 2002.


                                                                              16
<PAGE>

Name of Fund                                Expense Cap
------------                                -----------
Kobrick Capital Fund                        1.50% for Class A shares
                                            2.25% for Class B shares
                                            2.25% for Class C shares
                                            1.25% for Class Y shares

Kobrick Emerging Growth Fund                1.50% for Class A shares
                                            2.25% for Class B shares
                                            2.25% for Class C shares
                                            1.25% for Class Y shares

Kobrick Growth Fund                         1.40% for Class A shares
                                            2.15% for Class B shares
                                            2.15% for Class C shares
                                            1.15% for Class Y shares


     Prior to  November  1, 1999,  only one class of each Fund  existed  and the
Investment  Adviser and the  predecessors  to the  Investment  Adviser agreed to
reduce the management fee, and if necessary, to bear certain expenses associated
with the Funds, to the extent  necessary to limit the expenses to an annual rate
of 1.75%,  1.75% and 1.40% for the Capital  Fund,  Emerging  Growth Fund and the
Growth  Fund,   respectively.   The  amount  of  these  voluntary   waivers  and
reimbursements  from  the  predecessors  to  the  Investment  Adviser  (and  the
Investment Adviser effective July 7, 1999) were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                               Fiscal period ended 9/30/98     Fiscal year ended 9/30/99     Fiscal year ended 9/30/00
---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                             <C>                           <C>
Capital Fund                   $                               $17,427                       $
---------------------------------------------------------------------------------------------------------------------------
Emerging Growth Fund                                           $126,146
---------------------------------------------------------------------------------------------------------------------------
Growth Fund                                                    $206,885
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


     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  from  the  12b-1  fees  under  the  12b-1  Plans;  see
"Distribution  Agreement  and  12b-1  Plans"),   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  Adviser  are paid by the  Investment
Adviser.


     Each Investment  Advisory  Agreement  provides that the Investment  Adviser
shall  furnish the Funds 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 Funds and the Funds are
responsible for their other expenses and services.  In view of the  requirements
for management of the Funds' particular  investment program,  the management fee
is higher than those charges for many other funds.

     By its terms, the each Fund's Investment  Advisory Agreement will remain in
force until October 30, 2002 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.  Each Fund'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  Adviser.  Each Investment  Advisory Agreement
automatically terminates in the event of its assignment,  as defined by the 1940
Act and the rules thereunder.

     The names  "Kobrick"  and "Kobrick  Funds" are the  property  rights of the
Investment  Adviser.  The  Investment  Adviser may use the names  "Kobrick"  and
"Kobrick Funds" in other  connections  and for other purposes,  including in the
name of other investment companies.  Each Fund has agreed to discontinue any use
of the names "Kobrick" or "Kobrick Funds" if the Investment Adviser ceases to be
employed as the Trust's  investment  adviser.  The name  "Nvest" is the property
right of the Distributor and


                                                                              17
<PAGE>

may be used by the  Distributor  for any  purposes.  Each  Fund  has  agreed  to
discontinue any use of the name "Nvest" if the Distributor ceases to be employed
as the Trust's principal underwriter.


--------------------------------------------------------------------------------
                     DISTRIBUTION AGREEMENT AND 12b-1 PLANS
--------------------------------------------------------------------------------


     Under an agreement  with the Trust,  Nvest Funds  Distributor,  L.P.,  (the
"Distributor"),  399 Boylston Street,  Boston,  Massachusetts 02116, acts as the
principal  underwriter  of  each  class  of  shares  of the  Funds.  Under  this
agreement,  the Distributor  conducts a continuous offering and is not obligated
to sell a specific number of shares.  The  Distributor  bears the cost of making
information  about the Funds available  through  advertising and other means and
the  cost  of  printing  and  mailing   Prospectuses   to  persons   other  than
shareholders.  Each Fund pays the cost of registering  and qualifying its shares
under state and federal  securities laws and the distribution of Prospectuses to
existing shareholders.  The Distributor also serves as the principal underwriter
for the Nvest Funds,  described in more detail under "Exchange Privilege" in the
section  entitled  "Shareholder   Services".   Nvest  owns  the  entire  limited
partnership interest in the Distributor.

     The Distributor is compensated  under each agreement through receipt of the
sales  charges on Class A and Class C shares  described  below  under "Net Asset
Value and  Public  Offering  Price"  and is paid by the Funds  the  service  and
distribution  fees described in the  Prospectuses.  The Distributor  may, at its
discretion,  reallow the entire sales charge  imposed on the sale of Class A and
Class C shares of each Fund to investment  dealers from time to time. The SEC is
of the view that dealers  receiving all or substantially all of the sales charge
may be deemed underwriters of a Fund's shares.

     The Trust has adopted Rule 12b-1 plans (the  "Plans") for each Fund's Class
A, Class B, and Class C shares which,  among other  things,  permit each Fund to
pay the Distributor monthly fees out of its net assets.  These fees consist of a
service  fee  and a  distribution  fee.  Any  such  fees  that  are  paid by the
Distributor to securities dealers are known as "trail commissions."  Pursuant to
Rule 12b-1 under the 1940 Act, the Plans were  approved by the  shareholders  of
each class of each Fund, and (together with the related Distribution  Agreement)
by the Board of Trustees,  including a majority of the Independent  Trustees and
who have no direct or indirect financial interest in the operations of the Plans
or the Distribution Agreement.


     Under the Plans, each Fund pays the Distributor a monthly service fee at an
annual  rate  not to  exceed  0.25%  of the  Fund's  average  daily  net  assets
attributable  to the Class A,  Class B and  Class C  shares.  In the case of the
Class B shares, the Distributor pays investment dealers the first year's service
fee at the time of sale, in the amount of up to 0.25% of the amount invested. In
the case of Class C shares, the Distributor retains the first year's service fee
of 0.25% assessed against such shares. For Class A and, after the first year for
Class B and Class C shares,  the  Distributor may pay up to the entire amount of
this fee to  securities  dealers who are  dealers of record with  respect to the
Fund's shares, on a quarterly basis,  unless other arrangements are made between
the Distributor and the securities  dealer,  for providing  personal services to
investors in shares of the Fund and/or the maintenance of shareholder  accounts.
This service fee will accrue to securities  dealers of record  immediately  with
respect to reinvested  income  dividends and capital gain  distributions of each
Fund's Class A and Class B shares.


     In its  discretion,  the  Distributor  has  elected  that the  reimbursable
expenses in any year which exceed the maximum amount payable under the Plans for
that year will not be carried forward for reimbursement in future years in which
the Plans remain in effect.


     Each Fund's Class B and Class C shares also pay the  Distributor  a monthly
distribution fee at an annual rate not to exceed 0.75% of the average net assets
of the respective Fund's Class B and Class C shares. The Distributor retains the
0.75%  distribution  fee assessed against both Class B and Class C shares during
the first  year of  investment.  After the  first  year for Class B shares,  the
Distributor retains the annual distribution fee as compensation for its services
as  distributor  of such  shares.  After the first year for Class C shares,  the
Distributor  may pay up to the entire amount of this fee to  securities  dealers
who are dealers of record with  respect to the Fund's  shares,  as  distribution
fees in  connection  with the sale of the Fund's  shares on a  quarterly  basis,
unless other  arrangements  are made between the  Distributor and the securities
dealer.

     Each  Plan  may be  terminated  by vote of a  majority  of the  Independent
Trustees,  or by vote of a majority of the outstanding  voting securities of the
relevant class of shares of the relevant Fund.  Each Plan may be amended by vote
of the  Trustees,  including a majority  of the  Independent  Trustees,  cast in
person at a meeting  called for that purpose.  Any change in any Plan that would
materially  increase the fees payable thereunder by the relevant class of shares
of the relevant Fund  requires  approval by vote of the holders of a majority of
such shares outstanding.  The Trustees review quarterly a written report of such
costs and the purposes for which such costs have been incurred. For so long as a
Plan is in effect, selection and nomination of the Independent Trustees shall be
committed to the discretion of such Independent Trustees.


                                                                              18
<PAGE>


     The  Distributor  has  entered  into  selling  agreements  with  investment
dealers,  including  affiliates of the  Distributor,  for the sale of the Funds'
shares.  The Distributor may, at its expense,  pay an amount not to exceed 0.50%
of the  amount  invested  to  dealers  who  have  selling  agreements  with  the
Distributor.  Class  Y  shares  of  the  Funds  may  be  offered  by  registered
representatives  who are also  employees  of Nvest and may receive  compensation
from the Investment Adviser with respect to sales of Class Y shares.


     The Distribution Agreement for any Fund may be terminated at any time on 60
days' written  notice  without  payment of any penalty by the  Distributor or by
vote of a majority of the outstanding  voting securities of the relevant Fund or
by vote of a majority of the Independent Trustees.

     The  Distribution  Agreements  and the Plans  will  continue  in effect for
successive one-year periods, provided that each such continuance is specifically
approved (i) by the vote of a majority of the  Independent  Trustees and (ii) by
the vote of a  majority  of the  entire  Board of  Trustees  cast in person at a
meeting  called for that  purpose or by a vote of a majority of the  outstanding
securities of a Fund (or the relevant class, in the case of the Plans).

     With the exception of the  Distributor  and its direct and indirect  parent
companies, no interested person of the Trust or any Trustee of the Trust had any
direct or  indirect  financial  interest  in the  operation  of the Plans or any
related agreement.

     Benefits to the Funds and their  shareholders  resulting from the Plans are
believed to include (1) enhanced shareholder  service, (2) asset retention,  (3)
enhanced bargaining position with third party service providers and economies of
scale  arising  from having  higher asset  levels and (4)  portfolio  management
opportunities arising from having an enhanced positive cash flow.


     The  distribution  expenses  incurred during the Fund's initial 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 for Class A only as the other
classes had not yet been established.  These 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 distribution  expenses incurred during the Funds'
fiscal year ended September 30, 1999 were $195,165,  $95,268 and $73,825 for the
Capital  Fund,  Emerging  Growth  Fund  and  Growth  Fund,   respectively.   The
distribution expenses incurred during the Funds' fiscal year ended September 30,
2000 were $_____,  $_____ and $_____ for the Capital Fund,  Emerging Growth Fund
and Growth Fund, respectively.


     The portion of the  various  fees and  expenses  for Classes A, B, and with
respect to certain Funds, Class C shares that are paid (reallowed) to securities
dealers are shown below:

     For Class A shares,  the  service  fee is  payable  only to  reimburse  the
Distributor for amounts it pays in connection with providing  personal  services
to investors and/or  maintaining  shareholder  accounts.  To the extent that the
Distributor's  reimbursable  expenses  in any year  exceed  the  maximum  amount
payable for that year under the relevant  service  plan,  these  expenses may be
carried forward for reimbursement in future years as long as the plan remains in
effect.  The portion of the various  fees and expenses for Class A shares of the
Funds that are paid to securities dealers are shown below:

<TABLE>
<CAPTION>
                                          Maximum Sales
                                          Charge paid by    Maximum Reallowance   Maximum First Year
                                             investors         or Commission         Service Fee         Maximum First Year
                                          (% of offering       (% of offering         (% of net            Compensation
Investment                                    price)               price)            investment)       (% of offering price)
<S>                                              <C>                 <C>                  <C>                 <C>
Less than $50,000                                5.75%               5.00%                0.25%               5.25%
$50,000 - $99,999                                4.50%               4.00%                0.25%               4.25%
$100,000 - $249,999                              3.50%               3.00%                0.25%               3.25%
$250,000 - $499,999                              2.50%               2.15%                0.25%               2.40%
$500,000 - $999,999                              2.00%               1.70%                0.25%               1.95%

         Investments of $1 million or more

First $3 Million                                 none                1.00%(2)             0.25%               1.25%

Excess over $3 Million (1)                       none                0.50%(2)             0.25%               0.75%

Investments with no Sales Charge(3)              none                0.00%                0.25%               0.25%
</TABLE>


(1)  For investments by Retirement  Plans (Plans under Sections 401(a) or 401(k)
     of the Internal  Revenue Code with  investments  of $1 million or more that
     have  100 or more  eligible  employees),  the  Distributor  may pay a 0.50%
     commission  for  investments in excess of $3 million and up to $10 million.
     Those Plans with  investments  of over $10 million are eligible to purchase
     Class Y shares of the funds, which are described in a separate prospectus.


(2)  These   commissions  are  not  payable  if  the  purchase   represents  the
     reinvestment of a redemption made during the previous 12 calendar months.

(3)  Refers to any investments made by municipalities,  financial  institutions,
     trusts and affinity  group members as described  earlier in the  Prospectus
     under the section entitled "Ways to Reduce or Eliminate Sales Charges."


                                                                              19
<PAGE>

     The Class B and Class C service fees are payable  regardless  of the amount
of the  Distributor's  related  expenses.  The portion of the  various  fees and
expenses for Class B and Class C shares of the Funds that are paid to securities
dealers are shown below:

<TABLE>
<CAPTION>
                                       Maximum Front-End                           Maximum First Year
                                       Sales Charge Paid    Maximum Reallowance       Service Fee           Maximum First Year
                                        by Investors (%        or Commission           (% of net        Compensation (% of offering
Investment                             of offering price)  (% of offering price)      investment)                 price)
<S>                                    <C>                  <C>                     <C>                   <C>
All amounts for Class B                None                 3.75%                   0.25%                 4.00%
All amounts for Class C                1.00%                2.00%                   0.00%                 2.00%
Class C amounts purchased at NAV (1)   None                 1.00%                   0.00%                 1.00%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Refers to any investments made by municipalities,  financial  institutions,
     trusts and affinity group members as described in the Prospectus  under the
     section  entitled "Ways to Reduce or Eliminate Sales Charges".  Also refers
     to any Class C share accounts established prior to December 1, 2000.


     Each Fund  receives the net asset value next  determined  after an order is
received on sales of each class of shares. The sales charge is allocated between
the  investment  dealer  and  the  Distributor.  The  Distributor  receives  the
Contingent Deferred Sales Charge (the "CDSC"). Proceeds from the CDSC on Class A
and Class C shares are paid to the  Distributor  and are used by the Distributor
to defray the expenses for services the Distributor provides the Trust. Proceeds
from the CDSC on Class B shares are paid to the  Distributor and are remitted to
FEP Capital,  L.P. to  compensate  FEP Capital,  L.P. for  financing the sale of
Class B shares  pursuant to certain Class B financing  and servicing  agreements
between the  Distributor  and FEP  Capital,  L.P.  The  Distributor  may, at its
discretion, pay (reallow) the entire sales charge imposed on the sale of Class A
or Class C shares to investment dealers from time to time.

     For new amounts  invested  at net asset  value by an eligible  governmental
authority,  the  Distributor  may,  at its  expense,  pay  investment  dealers a
commission of 0.025% of the average daily net assets of an account at the end of
each calendar quarter for up to one year.  These  commissions are not payable if
the purchase  represents the reinvestment of redemption  proceeds from any other
Nvest Fund or if the account is registered in street name.

     The  Distributor  may, at its expense,  provide  additional  concessions to
dealers who sell shares of the Funds,  including:  (i) full  reallowance  of the
sales charge of Class A or Class C shares,  (ii)  additional  compensation  with
respect to the sale of Classes A, B and C shares and (iii) financial  assistance
programs to firms who sell or arrange for the sale of Fund shares including, but
not limited  to,  remuneration  for:  the firm's  internal  sales  contests  and
incentive programs, marketing and sales fees, expenses related to advertising or
promotional activity and events, and shareholder record keeping or miscellaneous
administrative services. Payment for travel, lodging and related expenses may be
provided for  attendance at Nvest Funds'  seminars and  conferences,  e.g.,  due
diligence  meetings held for training and educational  purposes.  The payment of
these concessions and any other compensation offered will conform with state and
federal  laws and the  rules of any  self-regulatory  organization,  such as the
National Association of Securities Dealers, Inc. The participation of such firms
in financial assistance programs is at the discretion of the firm.

Custodial Arrangements

     State Street Bank and Trust Company  ("State  Street  Bank"),  225 Franklin
Street,  Boston,  Massachusetts 02110, is the Trust's custodian.  As such, State
Street Bank holds in safekeeping  certificated  securities and cash belonging to
each Fund and,  in such  capacity,  is the  registered  owner of  securities  in
book-entry  form  belonging to each Fund.  Upon  instruction,  State Street Bank
receives and delivers cash and  securities of each Fund in connection  with Fund
transactions  and  collects  all  dividends  and other  distributions  made with
respect to Fund portfolio  securities.  State Street Bank also maintains certain
accounts  and records of the Trusts and  calculates  the total net asset  value,
total net income and net asset value per share of each Fund on a daily basis.

Independent Accountants


     The Trust's  independent  accountant  is  ___________________,  160 Federal
Street,  Boston,  Massachusetts  02110. The independent  accountants  conduct an
annual audit of the Funds'  financial  statements,  assist in the preparation of
federal and state income tax returns and consult with the Trust as to matters of
accounting and federal and state income  taxation.  The  information  concerning
financial highlights in the Prospectuses,  and financial statements contained in
the Funds' annual report for the year ended September 30, 2000 and  incorporated
by  reference  into this  Statement,  have been so  included  in reliance on the
report of the Trust's  independent  accountants,  given on the authority of such
firm as expert in auditing and accounting.

Other Arrangements


                                                                              20
<PAGE>

     Pursuant to a contract between the Funds and Nvest Services Company,  Nvest
Services Company acts as shareholder  servicing and transfer agent for the Funds
and  is  responsible  for  services  in  connection   with  the   establishment,
maintenance and recording of shareholder accounts, including all related tax and
other reporting requirements and the implementation of investment and redemption
arrangements offered in connection with the sale of the Funds' shares. Each Fund
pays account services fees  representing the higher dollar amount which is based
upon either of the following calculations:  (1) the annualized rate of 0.184% of
the average  daily net assets of the Fund to the extent that the Total  Eligible
Nvest Assets (defined below) are equal to or less than $5.7 billion; plus 0.180%
on the pro rata  portion  of the Fund's  average  daily net assets to the extent
that the Total  Eligible  Assets are greater  than $5.7  billion and up to $10.7
billion;  and 0.175% on the pro rata  portion of the  Fund's  average  daily net
assets to the  extent  that the  Total  Eligible  Assets  are in excess of $10.7
billion;  or (2) the monthly rate of $1,500 per class per Fund.  "Total Eligible
Nvest  Assets"  means the average  daily net assets of all equity funds  offered
within the Nvest Family of Funds for which there are exchange  privileges  among
the  funds,   provided,   however,   the  net  assets  subject  to  the  monthly
portfolio/class  minimum in (2) are excluded from the net assets  subject to the
basis point fee.  From  October 25, 1999 to December 1, 2000,  the Funds paid an
annual  per-account  fee to Nvest  Services  Company  for these  services in the
amount of $19.70 for Capital,  Growth and Emerging Growth Funds.  Nvest Services
Company has subcontracted with State Street Bank for it to provide,  through its
subsidiary,   Boston  Financial  Data  Services,   Inc.  ("BFDS"),   transaction
processing,  mail and other  services.  Prior to  October  25,  1999,  the Funds
contracted with State Street Bank for these services.



     In  addition,  Nvest  Services  Company  performs  certain  accounting  and
administrative  services for the Funds  including:  (i)  expenses for  personnel
performing  bookkeeping,  accounting,  internal auditing and financial reporting
functions  and  clerical  functions  relating  to the Fund,  (ii)  expenses  for
services required in connection with the preparation of registration  statements
and prospectuses,  registration of shares in various states, shareholder reports
and notices,  proxy solicitation  material furnished to shareholders of the Fund
or regulatory authorities and reports and questionnaires for SEC compliance, and
(iii)  registration,  filing and other fees in connection  with  requirements of
regulatory  authorities.  For the services provided by Nvest Services Company to
the Trust  hereunder,  the Trust shall pay Nvest Services Company the greater of
the following:  (1) an annual fee payable in equal monthly installments equal to
$70,000 per outstanding  Fund; or (2) a monthly fee (accrued daily) based on the
Funds'  average  daily net assets  during  the  calendar  month,  such fee being
calculated at the annualized rates set forth below:

                                             Annualized Fee Rate
     Average Daily Net Assets                As a % of Average Daily Net Assets
     ------------------------                ----------------------------------
     $0 - $100,000,000                       0.070%
     $100,000,000 - $400,000,000             0.050%
     Over $400,000,000                       0.030%

     Nvest Services Company, Inc. will also do business as Nvest Services
Company, Nvest Services Co. and New England Funds Service Company.

Marketing and Sales Support


     The Investment  Adviser and the Distributor have entered into an agreement,
whereby the  Distributor is providing  marketing and sales support  services for
the following fee on certain assets:


     Asset Range (in millions)      Fees Paid to Nvest Funds Distributor, L.P.
                                   (as a percentage of average daily net assets)
$0 - 1,000                                           0.20%
1,000 - 2,000                                        0.35%
Over 2,000                                           0.30%


                                                                              21
<PAGE>



--------------------------------------------------------------------------------
                             SECURITIES TRANSACTIONS
--------------------------------------------------------------------------------

     The Investment  Adviser's policy is to seek for its clients,  including the
Funds,  what in the  Investment  Adviser'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
Adviser may do business,  and the Investment  Adviser 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  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
Adviser 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
Adviser 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 Adviser
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  Adviser'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  Adviser  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 Adviser 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  Adviser.  Some research and execution
services may benefit the Investment  Adviser'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  Adviser 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  Adviser 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  Investment  Adviser's
obligation to best execution and the policies set forth above.


     To the extent permitted by applicable law, and in all instances  subject to
the foregoing  policy of best  execution,  the  Investment  Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more Funds  distributed by the Distributor.  In addition,  the Investment
Adviser  may  allocate  brokerage  transactions  to  broker-dealers   (including
affiliates of the Distributor)  that have entered into arrangements in which the
broker-dealer  allocates  a portion  of  commissions  paid by a Fund  toward the
reduction  of  that  Fund's  expenses,  subject  to  the  requirement  that  the
Investment  Adviser will seek best  execution.  In March 2000, the Funds entered
into  certain  directed  brokerage  arrangements  and for the fiscal  year ended
September  30, 2000,  the total  commissions  recaptured  by the Funds to offset
expenses were $________ for Capital Fund,  ________ for Emerging Growth Fund and
$___________ for Growth Fund.

     It is not the Investment  Adviser'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,


                                                                              22
<PAGE>

that the Investment  Adviser 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  Adviser  relies on the  provisions of Section 28(e) of the
Securities Act of 1934, to the extent applicable.


     The  aggregate  brokerage  commissions  paid by each Fund during the fiscal
years ended September 30, 1998, 1999 and 2000, were as set forth below:

                                        1998             1999             2000
                                        ----             ----             ----
Kobrick Capital Fund                  $232,149        $1,031,352
Kobrick Emerging Growth Fund          $183,965         $279,842
Kobrick Growth Fund                     $811           $320,297


Code of Ethics


     The Trust,  the Investment  Adviser and the  Distributor  have each adopted
Codes of Ethics  pursuant to Rule 17j-1 under the 1940 Act.  The Codes of Ethics
permits under certain  circumstances  and  restrictions,  employees to invest in
securities for their own accounts, including securities that may be purchased or
held by the Funds.  The Codes of Ethics is on public file with, and is available
from, the SEC.


Grouping of Securities Transactions

     Messrs. Kobrick and Nance, in addition to serving as senior officers of the
Investment  Adviser,  are also the  portfolio  managers  (Mr.  Kobrick is also a
principal) 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  Adviser  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 brokerage
commissions  and other  transaction  costs,  which will be borne directly by the
Funds,  thereby  decreasing the Funds' total return. The portfolio turnover rate
for the fiscal year ended September 30, 2000 was  significantly  higher for each
of the Funds  compared to the prior 2 fiscal periods due to, among other things,
the  unprecedented  volatility in the stock market during the period.  The Funds
expect that their  portfolio  turnover rates would  ordinarily be somewhat lower
than the  portfolio  turnover  rates  for  September  30,  2000  although  it is
impossible to predict with  certainty  whether future  portfolio  turnover rates
will be higher or lower than those experienced during past periods.


     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  Adviser  believes  that
portfolio changes are appropriate.

--------------------------------------------------------------------------------
                                HOW TO BUY SHARES
--------------------------------------------------------------------------------

     The  procedures  for  purchasing  shares of the Funds are summarized in the
Prospectuses.  All  purchases  made by check should be in U.S.  dollars and made
payable to Nvest Funds (Kobrick Funds for Class Y shares),  or, in the case of a
retirement  account,  the  custodian  or  trustee.  Banks  may  charge a fee for
transmitting  funds by wire. With respect to shares  purchased by federal funds,
shareholders  should bear in mind that wire transfers may take two or more hours
to complete.


                                                                              23
<PAGE>

     For  purchase  of Fund  shares by mail,  the  settlement  date is the first
business day after  receipt of the check by the transfer  agent so long as it is
received by the close of regular trading of the New York Stock Exchange on a day
when the  Exchange  is open;  otherwise  the  settlement  date is the  following
business day. For telephone  orders,  the settlement  date is the third business
day after the order is made.

     Shares may also be purchased  either in writing,  by phone,  by  electronic
funds  transfer  using  Automated  Clearing  House  ("ACH"),  or by  exchange as
described  in the  Prospectuses  through  firms that are members of the National
Association of Securities  Dealers,  Inc. and that have selling  agreements with
the  Distributor.   You  may  also  use  Nvest  Funds  Personal  Access  Line(R)
(800-225-5478, press 1) or Nvest Funds Web site (www.nvestfunds.com) to purchase
Fund Classes A, B and C shares. You may call the Kobrick Funds  (1-888-523-8631)
to purchase Fund Class Y shares. For more information,  see the section entitled
"Shareholder Services" in this Statement.


     A shareholder may purchase additional shares electronically through the ACH
system so long as the shareholder's  bank or credit union is a member of the ACH
system and the  shareholder  has a completed,  approved ACH application on file.
Banks may charge a fee for transmitting funds by wire.


     The  Distributor  may at its  discretion  accept a telephone  order for the
purchase of $5,000 or more of a Fund's  Classes A, B and C shares.  Payment must
be  received  by the  Distributor  within  three  business  days  following  the
transaction date or the order will be subject to cancellation.  Telephone orders
must be placed through the Distributor or your investment dealer.

     If you wish  transactions  in your account to be effected by another person
under a  power  of  attorney  from  you,  special  rules  as  summarized  in the
Prospectus may apply.

--------------------------------------------------------------------------------
                    NET ASSET VALUE AND PUBLIC OFFERING PRICE
--------------------------------------------------------------------------------

     The method for  determining  the public  offering price and net asset value
per share is summarized in the Prospectuses.

     The total net asset  value of each class of shares of a Fund (the excess of
the  assets  of such  Fund  attributable  to such  class  over  the  liabilities
attributable  to such class) is  determined  as of the close of regular  trading
(normally  4:00 p.m.  Eastern time) on each day that the New York Stock Exchange
(the  "NYSE")  is open  for  trading.  The  observed  holidays  that the NYSE is
expected to be closed are New Year's Day,  Martin  Luther King Day,  Presidents'
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day
and Christmas Day.


     Securities  listed  on a  national  securities  exchange  or on the  NASDAQ
National  Market System are valued at their last sale price,  or, if there is no
reported sale during the day, the closing bid price.  Unlisted securities traded
in the  over-the-counter  market are valued at the last reported sale price, or,
if a last sale price is not readily  available,  at the last  reported bid price
quoted by brokers  that make a market in the  securities.  Securities  traded in
more than one market are valued using the most representative market. Short-term
investments with maturities less than 60 days are valued at amortized cost which
approximates  market value.  Options,  interest rate futures and options thereon
that are traded on exchanges are valued at their last sale price as of the close
of such  exchanges.  Securities  for which  current  market  quotations  are not
readily  available and all other assets are taken at fair value as determined in
good faith by the Board of  Trustees,  although the actual  calculations  may be
made by persons acting pursuant to the direction of the Board.


     Generally,  trading in foreign government securities and other fixed-income
securities,  as well as trading in equity  securities  in  markets  outside  the
United States, is substantially completed each day at various times prior to the
close of the NYSE.  Securities  traded on a non-U.S.  exchange will be valued at
their last sale price (or the last  reported bid price,  if there is no reported
sale during the day), on the exchange on which they principally trade, as of the
close of regular  trading on such exchange  except for securities  traded on the
London Stock Exchange ("British  Equities").  British Equities will be valued at
the mean  between  the  last  bid and last  asked  prices  on the  London  Stock
Exchange.  The value of other securities  principally  traded outside the United
States will be computed as of the completion of substantial  trading for the day
on  the  markets  on  which  such  securities   principally  trade.   Securities
principally  traded  outside the United States will  generally be valued several
hours  before the close of  regular  trading  on the NYSE,  generally  4:00 p.m.
Eastern  time,  when the  Funds  compute  the net asset  value of their  shares.
Occasionally,  events  affecting  the  value of  securities  principally  traded
outside  the United  States may occur  between  the  completion  of  substantial
trading of such  securities for the day and the close of the NYSE,  which events
will not be reflected in the  computation of a Fund's net asset value. If events
materially  affecting the value of a Fund's securities occur during such period,
then these  securities  will be valued at their fair value as determined in good
faith by or in accordance with procedures approved by the Trusts' Trustees.  The
effect of fair value pricing is that  securities  may not be priced on the basis
of quotations from the


                                                                              24
<PAGE>

primary  market in which they are traded  but  rather,  may be priced by another
method that the Board of Trustees believes accurately reflects fair value.

     Trading in some of the portfolio  securities of the Funds may take place in
various  markets  outside the United States on days and at times other than when
the NYSE is open for trading.  Therefore,  the  calculation  of these Funds' net
asset  value  does not take  place at the same time as the prices of many of its
portfolio  securities are determined,  and the value of the Fund's portfolio may
change on days when the Fund is not open for  business and its shares may not be
purchased or redeemed.

     The per share net asset value of a class of a Fund's  shares is computed by
dividing  the  number of  shares  outstanding  into the  total  net asset  value
attributable  to such class.  The public  offering price of a Class A share or a
Class C share of a Fund is the net asset value per share next-determined after a
properly completed purchase order is accepted by Nvest Services Company or State
Street  Bank,  plus a sales  charge as set forth in the Fund's  Prospectus.  The
public  offering price of a Class B or Y share of a Fund is the  next-determined
net asset value.

--------------------------------------------------------------------------------
                              REDUCED SALES CHARGES
--------------------------------------------------------------------------------


The following  special  purchase plans are summarized in the  Prospectuses.  See
"Exchange Privilege" in the section "Shareholder  Services" for a description of
the Nvest Funds.


     Cumulative Purchase Discount.  A Fund shareholder may make an initial or an
additional purchase of Class A shares and be entitled to a discount on the sales
charge  payable  on  that  purchase.  This  discount  will be  available  if the
shareholder's  "total  investment"  in the Fund  reaches  the  breakpoint  for a
reduced sales charge in the table under "How Sales Charges are  Calculated-Class
A shares" in the  Prospectus.  The total  investment is determined by adding the
amount of the additional purchase, including sales charge, to the current public
offering  price of all series and classes of shares of the Kobrick Funds and the
other Nvest Funds held by the shareholder in one or more accounts.  If the total
investment exceeds the breakpoint,  the lower sales charge applies to the entire
additional  investment even though some portion of that additional investment is
below the breakpoint to which a reduced sales charge applies.  For example, if a
shareholder who already owns shares of one or more Kobrick Funds or of the other
Nvest Funds with a value at the current  public  offering price of $30,000 makes
an additional  purchase of $20,000 of Class A shares of another  Kobrick Fund or
Nvest Fund,  the reduced sales charge of 4.5% of the public  offering price will
apply to the entire amount of the additional investment.

     Letter of Intent. A Letter of Intent (a "Letter"), which can be effected at
any time, is a privilege  available to investors  which reduces the sales charge
on  investments  in  Class A  shares.  Ordinarily,  reduced  sales  charges  are
available  for single  purchases of Class A shares only when they reach  certain
breakpoints (e.g., $50,000,  $100,000, etc.). By signing a Letter, a shareholder
indicates an intention to invest enough money in Class A shares within 13 months
to reach a breakpoint.  If the shareholder's intended aggregate purchases of all
series and classes of the Kobrick  Funds or Nvest Funds over a defined  13-month
period  will be  large  enough  to  qualify  for a  reduced  sales  charge,  the
shareholder  may invest the smaller  individual  amounts at the public  offering
price  calculated  using the sales load  applicable  to the  13-month  aggregate
investment.

     A Letter is a non-binding commitment, the amount of which may be increased,
decreased or canceled at any time. The effective date of a Letter is the date it
is received in good order by the Distributor, or, if communicated by a telephone
exchange or order, at the date of telephoning  provided a signed Letter, in good
order, reaches the Distributor within five business days.

     A reduced sales charge is available  for aggregate  purchases of all series
and classes of shares of the Kobrick Funds or Nvest Funds  pursuant to a written
Letter effected within 90 days after any purchase.  In the event the account was
established  prior to 90 days  before  the  effective  date of the  Letter,  the
account will be credited  with the Rights of  Accumulation  ("ROA")  towards the
breakpoint  level that will be  reached  upon the  completion  of the 13 months'
purchases.  The ROA credit is the value of all shares  held as of the  effective
dates of the Letter based on the "public offering price computed on such date."

     The cumulative  purchase discount,  described above,  permits the aggregate
value at the current  public  offering  price of Class A shares of any  accounts
with the Kobrick Funds or Nvest Funds held by a  shareholder  to be added to the
dollar  amount  of  the  intended  investment  under  a  Letter,   provided  the
shareholder lists them on the account application.

     State  Street  Bank will hold in escrow  shares with a value at the current
public offering price of 5% of the aggregate amount of the intended  investment.
The amount in escrow will be released when the  commitment  stated in the Letter
is  completed.  If the  shareholder  does  not  purchase  shares  in the  amount
indicated in the Letter,  the  shareholder  agrees to remit to State Street Bank
the difference  between the sales charge actually paid and that which would have
been paid had the Letter not been in effect, and authorizes State Street Bank to
redeem  escrowed  shares in the amount  necessary to make up the  difference  in
sales  charges.  Reinvested  dividends  and  distributions  are not  included in
determining whether the Letter has been completed.


                                                                              25
<PAGE>

     Combining  Accounts.  Purchases  of all series and  classes of the  Kobrick
Funds or the Nvest Funds  (excluding  shares of Nvest Cash Management  Trust and
Nvest Tax Exempt Money Market Trust [the "Money Market Funds"] unless the shares
were purchased  through an exchange of another Kobrick Fund or Nvest Fund) by or
for an investor, the investor's spouse, parents,  children,  siblings,  in-laws,
grandparents or grandchildren  and any other account of the investor,  including
sole proprietorships, in any Fund or Nvest Fund may be treated as purchases by a
single  individual for purposes of  determining  the  availability  of a reduced
sales charge.  Purchases for a single trust estate or a single fiduciary account
may also be treated as purchases by a single individual for this purpose, as may
purchases on behalf of a  participant  in a  tax-qualified  retirement  plan and
other employee benefit plans, provided that the investor is the sole participant
in the plan. Any other group of individuals  acceptable to the  Distributor  may
also combine accounts for such purpose.  The values of all accounts are combined
to determine the sales charge.

     Combining  with Other Series and Classes of the Kobrick and Nvest Funds.  A
shareholder's  total investment for purposes of the cumulative purchase discount
includes the value at the current public  offering price of any shares of series
and classes of the Kobrick Funds or Nvest Funds that the shareholder owns (which
excludes  shares of the Money Market Funds unless such shares were  purchased by
exchanging  shares of any other  Kobrick  Fund or Nvest  Fund).  Shares owned by
persons described in the preceding paragraph may also be included.

     Unit Holders of Unit Investment Trusts. Unit investment trust distributions
may be invested in Class A shares of any Fund at a reduced sales charge of 1.50%
of the public  offering price (or 1.52% of the net amount  invested);  for large
purchases  on which a sales  charge of less than 1.50% would  ordinarily  apply,
such  lower  charge  also  applies  to  investments  of  unit  investment  trust
distributions.

     Kobrick  Fund  Shareholders  as of  October  31,  1999 and  Clients  of the
Investment  Adviser.  Accounts  open as of October 31, 1999 that became  Class A
shareholders  of the  relevant  Fund and are not  subject  to  applicable  sales
charges  and may  exchange  into  Class A shares of  another  Fund or Nvest Fund
without  the  imposition  of a  sales  charge.  No  front-end  sales  charge  or
contingent  deferred  sales charge  applies to investments of $25,000 or more in
Class A shares and no front-end  sales charge  applies to investments of $25,000
or more in  Class  C  shares  of the  Funds  by (1)  clients  of an  adviser  or
subadviser  to any series of the Kobrick  Funds or Nvest  Funds;  any  director,
officer or partner of a client of an adviser or  subadviser to any series of the
Kobrick  Funds or Nvest  Funds;  and the spouse,  parents,  children,  siblings,
in-laws,  grandparents or grandchildren of the foregoing; (2) any individual who
is a  participant  in a Keogh or IRA Plan  under a  prototype  of an  adviser or
subadviser  to any series of the  Kobrick  Funds or Nvest  Funds if at least one
participant  in  the  plan  qualifies  under  category  (1)  above;  and  (3) an
individual  who  invests  through  an IRA and is a  participant  in an  employee
benefit plan that is a client of an adviser or  subadviser  to any series of the
Kobrick Funds or Nvest Funds. Any investor eligible for this arrangement  should
so indicate in writing at the time of the purchase.

     Offering to  Employees  of MetLife  and  Associated  Entities.  There is no
front-end  sales  charge,   CDSC  or  initial   investment  minimum  related  to
investments  in Class A shares of the  Kobrick  Funds by any of the  advisers or
subadvisers  of the Kobrick Funds or the Nvest Funds,  Nvest Funds  Distributor,
L.P. or any other company  affiliated with New England Financial or Metropolitan
Life Insurance Company ("MetLife"); current and former directors and Trustees of
the  Kobrick  Funds or Nvest  Funds;  agents and  general  agents of New England
Financial  or MetLife  and their  insurance  company  subsidiaries;  current and
retired employees of such agents and general agents; registered  representatives
of broker-dealers  who have selling  arrangements with Nvest Funds  Distributor,
L.P.;  the  spouse,  parents,  children,  siblings,  in-laws,   grandparents  or
grandchildren of the persons listed above and any trust, pension, profit sharing
or other benefit plans for any of the foregoing persons and any separate account
of New England Financial or MetLife or any insurance company affiliated with New
England Financial or MetLife.

     Eligible Governmental  Authorities.  There is no sales charge or contingent
deferred  sales charge  related to investments in Class A shares and there is no
front-end  sales charge  related to investments in Class C shares of any Fund by
any  state,  county or city or any  instrumentality,  department,  authority  or
agency  thereof  that  has  determined  that a  Fund  is a  legally  permissible
investment  and that is prohibited by applicable  investment  laws from paying a
sales  charge or  commission  in  connection  with the purchase of shares of any
registered investment company.

     Investment Advisory Accounts.  Class A or Class C shares of any Fund may be
purchased at net asset value by investment advisers, financial planners or other
intermediaries  who place trades for their own accounts or the accounts of their
clients and who charge a management, consulting or other fee for their services;
clients of such investment advisers,  financial planners or other intermediaries
who place trades for their own accounts if the accounts are linked to the master
account of such investment  adviser,  financial planner or other intermediary on
the books and  records  of the  broker or agent;  and  retirement  and  deferred
compensation  plans and trusts  used to fund  those  plans,  including,  but not
limited to, those defined in Sections 401(a), 403(b), 401(k) and 457 of the Code
and "rabbi trusts."  Investors may be charged a fee if they effect  transactions
through a broker or agent.


                                                                              26
<PAGE>

     Certain  Broker-Dealers  and Financial Services  Organizations.  Class A or
Class C shares of any Fund also may be  purchased  at net  asset  value  through
certain  broker-dealers  and/or  financial  services  organizations  without any
transaction fee. Such organizations may also receive compensation based upon the
average value of the Fund shares held by their customers.  This compensation may
be paid by Kobrick out of its own assets,  and/or be paid indirectly by the Fund
in the form of servicing,  distribution  or transfer agent fees.  Class C shares
may be  purchased  at net asset value by an investor  who buys through a Merrill
Lynch omnibus account.  However,  a CDSC will apply if shares are sold within 12
months of purchase.

     Certain  Retirement  Plans.  Class A or Class C  shares  of the  Funds  are
available at net asset value for investments by participant-directed  401(a) and
401(k) plans that have 100 or more  eligible  employees or by  retirement  plans
whose third party  administrator or dealer has entered into a service  agreement
with the  Distributor to perform  certain  administrative  services,  subject to
certain operational and minimum size requirements specified from time to time by
the  Distributor.  This  compensation  may be paid indirectly by the Fund in the
form of service and/or distribution fees.

     Bank Trust Departments or Trust Companies. Class A or Class C shares of the
Funds are available at net asset value for investments by non-discretionary  and
non-retirement  accounts of bank trust  departments or trust companies,  but are
unavailable if the trust  department or  institution is part of an  organization
not principally engaged in banking or trust activities.

     Shareholders of Reich and Tang Government Securities Trust. Shareholders of
Reich and Tang  Government  Securities  Trust may exchange  their shares of that
fund for Class A shares of the Funds at net asset value and  without  imposition
of a sales charge.

     The  reduction  or  elimination  of the sales  charges in  connection  with
special  purchase  plans  described  above  reflects the absence or reduction of
expenses associated with such sales.

--------------------------------------------------------------------------------
                              SHAREHOLDER SERVICES
--------------------------------------------------------------------------------

     The Kobrick  Funds are  organized as separate  series of the Nvest  Kobrick
Investment  Trust,  a  Massachusetts  business  trust.  The  Kobrick  Funds  are
distributed by Nvest Funds Distributor, L.P., which also serves as the principal
distributor  for the Nvest Funds. As a shareholder of one or more of the Kobrick
Funds,  you are entitled to the same benefits and privileges as a shareholder of
the Nvest Funds,  including  participating in numerous  shareholder services and
plans and having the ability to exchange  into or out of any Nvest Fund (subject
to applicable restrictions).  For purchasers of Class Y shares, certain services
may be different. Such purchasers should call Kobrick Funds at 1-888-523-8631.

Open Accounts

     A  shareholder's  investment is  automatically  credited to an open account
maintained for the shareholder by State Street Bank.  Following each transaction
in the account, a shareholder will receive a confirmation  statement  disclosing
the current  balance of shares owned and the details of recent  transactions  in
the account.  After the close of each calendar year, State Street Bank will send
each shareholder a statement  providing federal tax information on dividends and
distributions  paid to the shareholder during the year. This statement should be
retained  as a permanent  record.  Nvest  Services  Company may charge a fee for
providing duplicate information.

     The open account system provides for full and fractional  shares  expressed
to three  decimal  places  and,  by making the  issuance  and  delivery of stock
certificates unnecessary,  eliminates problems of handling and safekeeping,  and
the cost and  inconvenience  of replacing lost,  stolen,  mutilated or destroyed
certificates.  Certificates  will not be issued  for Class B, Class C or Class Y
shares.

     The costs of maintaining  the open account system are paid by the Funds and
no direct charges are made to  shareholders.  Although the Funds have no present
intention of making such direct charges to  shareholders,  they each reserve the
right to do so.  Shareholders  will receive prior notice before any such charges
are made.


Automatic Investment Plans (Classes A, B and C Shares)


     Subject to each Fund's  investor  eligibility  requirements,  investors may
automatically  invest  in  additional  shares  of a Fund on a  monthly  basis by
authorizing the  Distributor to draw checks on an investor's  bank account.  The
checks are drawn under the Investment  Builder  Program,  a program  designed to
facilitate such periodic  payments,  and are forwarded to Nvest Services Company
for  investment in the Fund. A plan may be opened with an initial  investment of
$100 or more and thereafter regular monthly checks of $100 or more will be drawn
on the investor's account. The reduced minimum initial investment pursuant to an
automatic  investment  plan is  referred  to in the  Prospectus.  An  Investment
Builder application must be completed to open an


                                                                              27
<PAGE>

automatic  investment plan. An application may be found in the Prospectus or may
be  obtained by calling  the  Distributor  at  800-225-5478  or your  investment
dealer.

     This program is voluntary  and may be terminated at any time by the Kobrick
Funds upon notice to existing plan participants.

     The Investment  Builder Program plan may be discontinued at any time by the
investor by written notice to Nvest Services Company,  which must be received at
least five business days prior to any payment date. The plan may be discontinued
by State Street Bank at any time  without  prior notice if any check is not paid
upon presentation; or by written notice to you at least thirty days prior to any
payment date. State Street Bank is under no obligation to notify shareholders as
to the nonpayment of any check.


Retirement Plans Offering Tax Benefits (Classes A, B and C Shares)


     The federal tax laws provide for a variety of retirement plans offering tax
benefits.  These plans may be funded  with  shares of the Funds or with  certain
other  investments.  The plans include H.R. 10 (Keogh)  plans for  self-employed
individuals and partnerships,  individual retirement accounts (IRAs),  corporate
pension trust and profit sharing plans,  including  401(k) plans, and retirement
plans for public  school  systems and certain  tax-exempt  organizations,  i.e.,
403(b) plans.

     The reduced  minimum  initial  investment  available  to  retirement  plans
offering tax benefits is referred to in the Prospectus. For these plans, initial
investments  in a Fund must be at least $250 for each  participant  in corporate
pension and profit sharing plans and Keogh plans,  at least $500 for IRAs and at
least  $100 for any  subsequent  investments.  There is a  special  initial  and
subsequent  investment minimum of $25 for payroll deduction  investment programs
for SARSEP, SEP, SIMPLE Plans, 403(b) and certain other retirement plans. Income
dividends and capital gain distributions must be reinvested (unless the investor
is over age 59 1/2 or disabled).  Plan documents and further  information can be
obtained from the Distributor.

     An  investor  should  consult a  competent  tax or other  adviser as to the
suitability  of a Fund's  shares as a vehicle for funding a plan, in whole or in
part,  under the Employee  Retirement  Income  Security Act of 1974,  as amended
("ERISA")  and as to the  eligibility  requirements  for a specific plan and its
state as well as federal tax aspects.

     Certain  retirement  plans may also be eligible to purchase Class Y shares.
See the Prospectus relating to Class Y shares.


Systematic Withdrawal Plans (Classes A, B and C Shares)


     An investor  owning a Fund's shares having a value of $5,000 or more at the
current  public  offering  price may  establish  a  Systematic  Withdrawal  Plan
providing for periodic  payments of a fixed or variable amount.  An investor may
terminate  the plan at any time. A form for use in  establishing  such a plan is
available from the servicing agent or your investment dealer. Withdrawals may be
paid to a  person  other  than  the  shareholder  if a  signature  guarantee  is
provided. Please consult your investment dealer or the Distributor.

     A  shareholder  under a  Systematic  Withdrawal  Plan may elect to  receive
payments monthly, quarterly,  semiannually or annually for a fixed amount of not
less than $50 or a variable  amount  based on (1) the  market  value of a stated
number of shares,  (2) a specified  percentage of the account's  market value or
(3) a specified  number of years for  liquidating  the account  (e.g., a 20-year
program of 240 monthly  payments would be liquidated at a monthly rate of 1/240,
1/239,  1/238, etc.). The initial payment under a variable payment option may be
$50 or more.

     In the case of shares  subject  to a CDSC,  the  amount or  percentage  you
specify may not, on an annualized basis, exceed 10% of the value, as of the time
you make the  election,  of your account with the Fund with respect to which you
are  electing the Plan.  Withdrawals  of Class B shares of a Fund under the Plan
will be treated as redemptions of shares  purchased  through the reinvestment of
Fund  distributions,  or,  to  the  extent  such  shares  in  your  account  are
insufficient to cover Plan payments,  as redemptions from the earliest purchased
shares of such Fund in your account. No CDSC applies to a redemption pursuant to
the Plan.

     All shares under the Plan must be held in an open (uncertificated) account.
Income dividends and capital gain  distributions  will be reinvested  (without a
sales  charge  in the case of Class A and Class C  shares)  at net  asset  value
determined on the record date.

     Since  withdrawal  payments  represent  proceeds  from the  liquidation  of
shares,  withdrawals  may reduce and possibly  exhaust the value of the account,
particularly  in the  event of a  decline  in net asset  value.  Accordingly,  a
shareholder should


                                                                              28
<PAGE>

consider  whether a Systematic  Withdrawal Plan and the specified  amounts to be
withdrawn are  appropriate in the  circumstances.  The Funds and the Distributor
make no recommendations or representations in this regard. It may be appropriate
for a shareholder to consult a tax adviser before  establishing such a plan. The
Funds may modify or terminate  this program at any time. See  "Redemptions"  and
"Tax Status" below for certain information as to federal income taxes.

     It may be disadvantageous  for a shareholder to purchase on a regular basis
additional  Fund shares  with a sales  charge  while  redeeming  shares  under a
Systematic  Withdrawal Plan.  Accordingly,  the Funds and the Distributor do not
recommend additional  investments in Class A and Class C shares by a shareholder
who has a withdrawal  plan in effect and who would be subject to a sales load on
such additional investments.

     Because of statutory  restrictions this plan is not available to pension or
profit-sharing  plans,  IRAs or 403(b)  plans  that have  State  Street  Bank as
trustee.


Dividend Diversification Program (Classes  A, B and C shares)


     You may also establish a Dividend Diversification Program, which allows you
to have all  dividends  and any other  distributions  automatically  invested in
shares  of the  same  class of  another  Nvest  Fund,  subject  to the  investor
eligibility  requirements  of  that  other  fund  and to  state  securities  law
requirements.  Shares will be purchased  at the selected  fund's net asset value
(without  a sales  charge  or CDSC) on the  dividend  record  date.  A  dividend
diversification  account must be in the same registration  (shareholder name) as
the  distributing  fund account and, if a new account in the  purchased  fund is
being established,  the purchased fund's minimum investment requirements must be
met. Before establishing a Dividend Diversification Program into any other Nvest
Fund, you must obtain and carefully read a copy of that fund's Prospectus.

Exchange Privilege


     A  shareholder  may  exchange  the shares of any Kobrick Fund or Nvest Fund
(except  for  Class A shares  of the  Nvest  Intermediate  Term Tax Free Fund of
California  only if such  shares  have been held for at least  six  months)  for
shares of the same class of any other Kobrick Fund or Nvest Fund (subject to the
investor  eligibility  requirements,  if any, of the Kobrick  Fund or Nvest Fund
into which the exchange is being made) on the basis of relative net asset values
at the time of the exchange  without any sales charge.  An exchange of shares in
one fund for shares of another fund is a taxable event on which gain or loss may
be  recognized.  When an  exchange  is made from the Class A, Class B or Class C
shares of one fund to the same  class of  shares of  another  fund,  the  shares
received  by  the   shareholder   in  the  exchange   will  have  the  same  age
characteristics  as the shares  exchanged.  The age of the shares determines the
expiration of the CDSC and, for the Class B shares,  the conversion date. If you
own Class A,  Class B or Class C shares,  you may also  elect to  exchange  your
shares of any fund for shares of the same class of the Money  Market  Funds.  On
all  exchanges of Class A or C shares  subject to a CDSC and Class B shares into
the Money  Market  Funds,  the exchange  stops the aging period  relating to the
CDSC,  and, for Class B shares  only,  conversion  to Class A shares.  The aging
period  resumes  only when an exchange is made back into Class A, B, or C shares
of a Fund. Shareholders may also exchange their shares in the Money Market Funds
for  shares of the same class of any  Kobrick  Fund or other  Nvest Fund  listed
below, subject to those funds' eligibility requirements and sales charges. Class
C shares in  accounts  of Nvest  Cash  Management  Trust - Money  Market  Series
established  on or after  December 1, 2000 may exchange into Class C shares of a
Kobrick Fund or Nvest Fund subject to its sales charge and CDSC schedule.  Class
C shares in  accounts  of Nvest  Cash  Management  Trust - Money  Market  Series
established prior to December 1, 2000 or that have been previously  subject to a
front-end  sales  charge may  exchange  into Class C shares of a Kobrick Fund or
Nvest Fund without paying a front-end  sales charge.  If you own Class Y shares,
you may  exchange  those shares for Class Y shares of other funds or for Class A
shares  of  the  Money  Market  Funds.  These  options  are  summarized  in  the
Prospectus.  An exchange may be effected,  provided that neither the  registered
name nor address of the accounts are  different  and provided that a certificate
representing  the shares being exchanged has not been issued to the shareholder,
by (1) a telephone  request to the Kobrick  Funds or Nvest  Services  Company at
800-225-5478  (1-888-523-8631  for  Class Y shares)  or (2) a  written  exchange
request  to the Fund or Nvest  Services  Company,  P.O.  Box  8551,  Boston,  MA
02266-8551.  You must  acknowledge  receipt of a current  Prospectus  for a fund
before an exchange  for that fund can be  effected.  The  minimum  amount for an
exchange is $1,000.


     Agents,  general  agents,  directors  and senior  officers  of New  England
Financial and its insurance  company  subsidiaries may, at the discretion of New
England  Financial,  elect to exchange Class A shares of any series of the Nvest
Funds or Kobrick Funds acquired in connection with deferred  compensation  plans
offered by New England  Financial  for Class Y shares of any series of the Nvest
Funds or Kobrick Funds which offers Class Y shares.  To obtain a prospectus  and
more   information   about  Class  Y  shares,   please  call  Kobrick  Funds  at
1-888-523-8631.

     Except as  otherwise  permitted by SEC rule,  shareholders  will receive at
least 60 days advance notice of any material change to the exchange privilege.


                                                                              29
<PAGE>

The  investment  objectives of the Nvest Funds and the Money Market Funds as set
forth in the respective Prospectuses are as follows:

STOCK FUNDS:


     Nvest AEW Real Estate Fund (upon availability)  seeks above-average  income
and long-term growth of capital.


     Nvest Growth Fund seeks long-term growth of capital through  investments in
equity  securities of companies  whose earnings are expected to grow at a faster
rate than the United States economy.

     Nvest Capital Growth Fund seeks long-term growth of capital.




     Nvest Balanced Fund seeks a reasonable  long-term  investment return from a
combination of long-term capital appreciation and moderate current income.

     Nvest Growth and Income Fund seeks  opportunities  for long-term  growth of
capital and income.

     Nvest International Equity Fund seeks total return from long-term growth of
capital and  dividend  income  primarily  through  investment  in a  diversified
portfolio of marketable international equity securities.

     Nvest Star Advisers Fund seeks long-term growth of capital.

     Nvest Star Worldwide Fund seeks long-term growth of capital.

     Nvest Star Small Cap Fund seeks capital appreciation.

     Nvest Star Value Fund seeks a reasonable long-term investment return from a
combination of market appreciation and dividend income from equity securities.

     Nvest Equity Income Fund seeks current income and capital growth.

     Nvest Bullseye Fund seeks long-term growth of capital.

Bond Funds:

     Nvest  Government  Securities  Fund seeks a high  level of  current  income
consistent with safety of principal by investing in U.S.  Government  securities
and engaging in transactions  involving related options,  futures and options on
futures.

     Nvest Limited Term U.S. Government Fund seeks a high current return
consistent with preservation of capital.

     Nvest Short Term Corporate Income Fund seeks a high level of current income
consistent with preservation of capital.

     Nvest  Strategic  Income  Fund seeks high  current  income with a secondary
objective of capital growth.

     Nvest Bond Income Fund seeks a high level of current income consistent with
what the Fund considers reasonable risk.

     Nvest High Income Fund seeks high current income plus the  opportunity  for
capital appreciation to produce a high total return.

     Nvest Municipal  Income Fund seeks as high a level of current income exempt
from federal income taxes as is consistent  with  reasonable risk and protection
of shareholders' capital.

     Nvest  Massachusetts  Tax Free Income Fund seeks as high a level of current
income exempt from federal income tax and Massachusetts personal income taxes as
the Fund's subadviser believes is consistent with preservation of capital.


                                                                              30
<PAGE>


     Nvest  Intermediate  Term Tax Free Fund of California seeks as high a level
of current income exempt from federal  income tax and its state personal  income
tax as is consistent with preservation of capital.





Money Market Funds:

     Nvest Cash  Management  Trust - Money Market Series seeks  maximum  current
income consistent with preservation of capital and liquidity.

     Nvest Tax Exempt  Money  Market Trust - seeks  current  income  exempt from
federal income taxes consistent with preservation of capital and liquidity.


As of  December  31,  2000,  the net assets of the Nvest  Funds  (including  the
Kobrick Funds) and the Money Market Funds totaled over $__ billion.

Automatic Exchange Plan (Classes A, B and C Shares)


     As described in the Prospectus  following the caption "Additional  Investor
Services," a shareholder  may  establish an Automatic  Exchange Plan under which
shares of a Fund are  automatically  exchanged each month for shares of the same
class of one or more of the other Nvest Funds  (including the Kobrick Funds) and
the Money Market Funds.  Registration  on all accounts  must be  identical.  The
exchanges  are  made  on the  15th of  each  month  or the  first  business  day
thereafter  if the 15th is not a business  day until the account is exhausted or
until  Nvest  Services  Company is notified  in writing to  terminate  the plan.
Exchanges  may be made in amounts of $100 or more.  The Service  Options Form is
available  from Nvest  Services  Company  or your  financial  representative  to
establish an Automatic Exchange Plan.

Broker Trading Privileges

     The Distributor  may, from time to time,  enter into agreements with one or
more brokers or other  intermediaries  to accept purchase and redemption  orders
for Fund shares until the close of regular trading on the NYSE  (normally,  4:00
p.m.  Eastern  Time on each day that the  Exchange  is open for  trading);  such
purchase and redemption  orders will be deemed to have been received by the Fund
when the authorized broker or intermediary  accepts such orders; and such orders
will be priced using that Fund's net asset value next computed  after the orders
are placed with and accepted by such brokers or intermediaries. Any purchase and
redemption  orders received by a broker or intermediary  under these  agreements
will be transmitted daily to the Distributor no later than the time specified in
such  agreement;  but, in any event,  no later than 6:00 a.m.  following the day
that  such  purchase  or  redemption  orders  are  received  by  the  broker  or
intermediary.





Self-Servicing  Your Account with Nvest Funds  Personal  Access  Line(R) and Web
site (Class A, B and C shares)

     Shareholders may access account  information,  including share balances and
recent  account  activity  online,  by  visiting  the  Nvest  Funds  Web site at
www.nvestfunds.com.  Transactions  may  also be  processed  online  for  certain
accounts   (restrictions  may  apply).  Such  transactions   include  purchases,
redemptions and exchanges, and shareholders are automatically eligible for these
features.  Nvest Funds has taken  measures to ensure the security of shareholder
accounts,   including   the   encryption   of  data  and  the  use  of  personal
identification  (PIN) numbers.  In addition,  you may restrict these  privileges
from your account by calling  Nvest Funds at  800-225-5478,  or writing to us at
P.O. Box 8551,  Boston, MA 02116. More information  regarding these features may
be found on the Web site at www.nvestfunds.com.

Investor  activity through these mediums are subject to the terms and conditions
outlined in the following Nvest Funds Online and Telephonic  Customer Agreement.
This  agreement is also posted on our Web site.  The  initiation of any activity
through   the   Nvest   Funds   Personal   Access   Line(R),   or  Web  site  at
www.nvestfunds.com  by an investor shall  indicate  agreement with the following
terms and conditions:

              Nvest Funds Online and Telephonic Customer Agreement

NOTE: ACCESSING OR REQUESTING ACCOUNT INFORMATION OR TRANSACTIONS THROUGH THIS
SITE CONSTITUTES AND SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE FOLLOWING TERMS
AND CONDITIONS.

The  accuracy,  completeness  and  timeliness  of all  mutual  fund  information
provided is the sole  responsibility  of the mutual fund company which  provides
the information.  No party which provides a connection between this web site and
a mutual fund or its


                                                                              31
<PAGE>

transfer  agency  system  can verify or ensure  the  receipt of any  information
transmitted  to or from a mutual fund or its transfer  agent,  or the acceptance
by, or completion of any transaction with, a mutual fund.

The online  acknowledgments  or other  messages  which appear on your screen for
transactions  entered  do not mean that the  transactions  have  been  received,
accepted or  rejected  by the mutual  fund.  These  acknowledgments  are only an
indication  that the  transactional  information  entered by you has either been
transmitted  to the mutual  fund,  or that it cannot be  transmitted.  It is the
responsibility  of the mutual  fund to confirm to you that it has  received  the
information and accepted or rejected a transaction.  It is the responsibility of
the mutual fund to deliver to you a current prospectus,  confirmation  statement
and any other documents or information required by applicable law.

NO TRANSACTION SHALL BE DEEMED ACCEPTED UNTIL YOU RECEIVE A WRITTEN CONFIRMATION
FROM THE FUND COMPANY.

You are responsible for reviewing all mutual fund account statements received by
you in the mail in order to verify  the  accuracy  of all  mutual  fund  account
information  provided in the statement  and  transactions  entered  through this
site.  You are also  responsible  for promptly  notifying the mutual fund of any
errors or  inaccuracies  relating to  information  contained in, or omitted from
your mutual fund account  statements,  including errors or inaccuracies  arising
from the transactions conducted through this site.

TRANSACTIONS ARE SUBJECT TO ALL REQUIREMENTS, RESTRICTIONS AND FEES AS SET FORTH
IN THE PROSPECTUS OF THE SELECTED FUND.

The  conditions  set forth in this  agreement  extend  not only to  transactions
transmitted via the internet but to telephonic  transactions  initiated  through
the Nvest Funds Personal Access Line(R).

You  are  responsible  for  the   confidentiality   and  use  of  your  personal
identification  numbers,  account numbers, social security numbers and any other
personal information required to access the site or transmit telephonically. Any
individual that possesses the information  required to pass through all security
measures will be presumed to be you. All transactions submitted by an individual
presumed to be you will be solely your responsibility.


You agree that Nvest Funds and Kobrick Funds do not have the  responsibility  to
inquire as to the legitimacy or propriety of any instructions  received from you
or any  person  believed  to be you,  and is not  responsible  or liable for any
losses that may occur from acting on such instructions.

Nvest Funds and Kobrick Funds are not  responsible  for incorrect  data received
via the Internet or  telephonically  from you or any person  believed to be you.
Transactions  submitted  over the  Internet and  telephonically  are solely your
responsibility  and Nvest  Funds and  Kobrick  Funds make no  warranty as to the
correctness,  completeness, or the accuracy of any transmission. Similarly Nvest
Funds and  Kobrick  Funds  bear no  responsibility  for the  performance  of any
computer hardware,  software,  or the performance of any ancillary equipment and
services such as telephone lines, modems, or Internet service providers.

The processing of transactions over this site or telephonically will involve the
transmission of personal data including social security numbers, account numbers
and personal  identification  numbers.  While Nvest Funds and Kobrick Funds have
taken  reasonable  security  precautions  including data encryption  designed to
protect the integrity of data  transmitted to and from the areas of our Web site
that relate to the processing of transactions, we disclaim any liability for the
interception of such data.


You agree to immediately notify Nvest Funds if any of the following occurs:

1.   You do not receive confirmation of a transaction submitted via the Internet
     or telephonically within five (5) business days.

2.   You receive confirmation of a transaction of which you have no knowledge
     and was not initiated or authorized by you.

3.   You transmit a transaction for which you do not receive a confirmation
     number.

4.   You have  reason to  believe  that  others may have  gained  access to your
     personal identification number (PIN) or other personal data.

5.   You notice an unexplained  discrepancy in account balances or other changes
     to your account, including address changes, and banking instructions on any
     confirmations or statements.


                                                                              32
<PAGE>

Any costs incurred in connection with the use of the Nvest Funds Personal Access
Line(R) or the Nvest Funds  Internet site including  telephone  line costs,  and
Internet service provider costs are solely your responsibility.  Similarly Nvest
Funds makes no warranties  concerning the availability of Internet services,  or
network availability.

Nvest Funds  reserves  the right to suspend,  terminate  or modify the  Internet
capabilities offered to shareholders without notice.

You have the ability to restrict internet AND Telephonic access to your accounts
by notifying Nvest Funds of your desire to do so.

Written notifications to Nvest Funds should be sent to:

         Nvest Funds
         P O Box 8551
         Boston, MA  02266-8551

Notification  may also be made by calling  800-225-5478  during normal  business
hours.

--------------------------------------------------------------------------------
                                   REDEMPTIONS
--------------------------------------------------------------------------------

     The  procedures  for  redemption of shares of a Fund are  summarized in the
Prospectus.  As  described in the  Prospectus,  a CDSC may be imposed on certain
purchases of Class A, Class B and Class C shares.  For purposes of the CDSC,  an
exchange of shares from one fund to another fund is not  considered a redemption
or a purchase. For federal tax purposes, however, such an exchange is considered
a sale and a purchase  and,  therefore,  would be  considered a taxable event on
which  you may  recognize  a gain or  loss.  In  determining  whether  a CDSC is
applicable  to a  redemption  of  Class  A,  Class  B or  Class  C  shares,  the
calculation  will be  determined  in the manner that  results in the lowest rate
being  charged.  Therefore,  for  Class B  shares  it will be  assumed  that the
redemption  is first of any Class A shares in the  shareholder's  Fund  account,
second of shares held for over six years,  third of shares  issued in connection
with dividend reinvestment and fourth of shares held longest during the six-year
period.  For  Class C shares  and  Class A shares  subject  to CDSC,  it will be
assumed  that the  redemption  is  first of any  shares  that  have  been in the
shareholder's  Fund account for over a year,  and second of any shares that have
been in the shareholder's  Fund account for under a year. The charge will not be
applied to dollar  amounts  representing  an  increase in the net asset value of
shares since the time of purchase or reinvested  distributions  associated  with
such shares. Unless you request otherwise at the time of redemption, the CDSC is
deducted from the redemption, not the amount remaining in the account.

     To illustrate,  assume an investor  purchased 100 Class B shares at $10 per
share (at a cost of $1,000) and in the second year after purchase, the net asset
value per share is $12 and,  during  such time,  the  investor  has  acquired 10
additional  shares  under  dividend  reinvestment.  If at such time the investor
makes his or her first  redemption  of 50 shares  (proceeds of $600),  10 shares
will not be subject to the CDSC because of dividend  reinvestment.  With respect
to the remaining 40 shares, the CDSC is applied only to the original cost of $10
per  share  and not to the  increase  in the net  asset  value of $2 per  share.
Therefore,  $400 of the $600 redemption proceeds will be charged at a rate of 4%
(the applicable rate in the second year after purchase).

     Signatures  on  redemption  requests  must be  guaranteed  by an  "Eligible
Guarantor Institution," as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934. However, a signature guarantee will not be required if the proceeds
of the redemption do not exceed  $100,000 and the proceeds check is made payable
to the registered owner(s) and mailed to the record address.

     If you select the telephone  redemption  service in the manner described in
the next  paragraph,  shares  of a Fund may be  redeemed  by  calling  toll free
800-225-5478  (1-888-523-8631  for Class Y shares). A wire fee, currently $5.00,
will be  deducted  from the  proceeds.  Telephone  redemption  requests  must be
received by the close of regular  trading on the NYSE.  Requests made after that
time or on a day when the NYSE is not open for business cannot be accepted and a
new  request  on a later day will be  necessary.  The  proceeds  of a  telephone
withdrawal will normally be sent on the first business day following  receipt of
a proper redemption request.

     In order to redeem  shares by telephone,  a shareholder  must either select
this service when completing the Fund  application or must do so subsequently on
the  Service  Options  Form,  available  from  Nvest  Services  Company  or your
investment  dealer.  When selecting the service,  a shareholder must designate a
bank account to which the redemption  proceeds should be sent. Any change in the
bank account so designated may be made by furnishing to Nvest  Services  Company
or your  investment  dealer a completed  Service  Options  Form with a signature
guarantee.  Whenever  the  Service  Options  Form  is  used,  the  shareholder's
signature must be guaranteed as described above.  Telephone redemptions may only
be made if the designated bank is a member


                                                                              33
<PAGE>

of the Federal  Reserve System or has a  correspondent  bank that is a member of
the  System.  If the  account  is with a  savings  bank,  it must  have only one
correspondent bank that is a member of the System.

     The  redemption  price  will be the net asset  value  per  share  (less any
applicable CDSC) next determined after the redemption  request and any necessary
special  documentation  are  received by State  Street  Bank or your  investment
dealer in proper  form.  Payment  normally  will be made by State Street Bank on
behalf of the Fund  within  seven days  thereafter.  However,  in the event of a
request to redeem  shares for which the Fund has not yet received  good payment,
the Funds reserve the right to withhold  payments of redemption  proceeds if the
purchase of shares was made by a check  which was  deposited  less than  fifteen
days prior to the  redemption  request  (unless the Fund is aware that the check
has cleared).

     The CDSC may be  waived  on  redemptions  made  from  IRA  accounts  due to
attainment of age 59 1/2 for IRA shareholders who established  accounts prior to
January  3,  1995.  The CDSC may also be  waived  on  redemptions  made from IRA
accounts  due to death,  disability,  return of  excess  contribution,  required
minimum  distributions at age 70 1/2 (waivers apply only to amounts necessary to
meet the required minimum amount),  certain withdrawals pursuant to a systematic
withdrawal  plan,  not to exceed 10% annually of the value of the  account,  and
redemptions made from the account to pay custodial fees.

     The CDSC  may be  waived  on  redemptions  made  from  403(b)(7)  custodial
accounts  due to  attainment  of age 59 1/2  for  shareholders  who  established
custodial accounts prior to January 3, 1995.

     The  CDSC  may  also  be  waived  on  redemptions  necessary  to  pay  plan
participants or beneficiaries from qualified  retirement plans under Section 401
of the Code,  including profit sharing plans,  money purchase plans,  401(k) and
custodial accounts under Section 403(b)(7) of the Code.  Distributions necessary
to pay plan  participants and  beneficiaries  include payment made due to death,
disability,  separation from service,  normal or early  retirement as defined in
the plan  document,  loans  from the plan and  hardship  withdrawals,  return of
excess contributions, required minimum distributions at age 70 1/2 (waivers only
apply  to  amounts  necessary  to meet the  required  minimum  amount),  certain
withdrawals pursuant to a systematic withdrawal plan, not to exceed 10% annually
of the value of your account,  and  redemptions  made from qualified  retirement
accounts or Section  403(b)(7)  custodial  accounts  necessary to pay  custodial
fees.

     A CDSC will apply in the event of plan level transfers, including transfers
due to changes in  investment  where assets are  transferred  outside of Kobrick
Funds or Nvest Funds, including IRA and 403(b)(7) participant-directed transfers
of assets to other custodians  (except for the reasons given above) or qualified
transfers  of assets  due to  trustee-directed  movement  of plan  assets due to
merger, acquisition or addition of additional funds to the plan.


     In  order  to  redeem  shares  electronically  through  the ACH  system,  a
shareholder's  bank or credit  union  must be a member of the ACH system and the
shareholder  must  have a  completed,  approved  ACH  application  on  file.  In
addition,  the  telephone  request  must be  received  no later  than  4:00 p.m.
(Eastern Time). Upon receipt of the required information, the appropriate number
shares will be redeemed and the monies  forwarded to the bank  designated on the
shareholder's  application  through  the  ACH  system.  The  redemption  will be
processed  the day the  telephone  call is made and the  monies  generally  will
arrive at the shareholder's bank within three business days. The availability of
these monies will depend on the individual bank's rules.


     The Funds will normally redeem shares for cash; however,  the Funds reserve
the right to pay the  redemption  price wholly or partly in kind if the relevant
Trust's  Board of Trustees  determines it to be advisable and in the interest of
the remaining  shareholders  of a Fund. The redemptions in kind will be selected
by the Fund's  Investment  Adviser in light of the Fund's objective and will not
generally  represent a pro rata distribution of each security held in the Fund's
portfolio.  If  portfolio  securities  are  distributed  in  lieu of  cash,  the
shareholder   will  normally  incur   brokerage   commissions   upon  subsequent
disposition  of any such  securities.  However,  the Funds  have  elected  to be
governed  by Rule  18f-1  under  the 1940 Act,  pursuant  to which the Funds are
obligated to redeem shares solely in cash for any shareholder  during any 90-day
period up to the lesser of  $250,000  or 1% of the total net asset  value of the
relevant Fund at the beginning of such period. The Funds do not currently intend
to impose  any  redemption  charge  (other  than the CDSC  imposed by the Funds'
distributor), although it reserves the right to charge a fee not exceeding 1% of
the  redemption  price.  A redemption  constitutes  a sale of shares for federal
income tax  purposes on which the  investor  may  realize a long- or  short-term
capital gain or loss. See also "Income Dividends, Capital Gain Distributions and
Tax Status," below.

     The Funds may also  close your  account  and send you the  proceeds  if the
balance in your account  falls below a minimum  amount set by each Trust's Board
of Trustees (currently $1,000 for all accounts except Keogh,  pension and profit
sharing plans,  automatic  investment  plans and accounts that have fallen below
the minimum  solely because of  fluctuations  in the net asset value per share).
Shareholders  who are  affected  by this  policy  will be notified of the Fund's
intention to close the account and will have 60 days  immediately  following the
notice to bring the account up to the minimum.


                                                                              34
<PAGE>

Reinstatement Privilege (Class A and Class C shares only)

     The Prospectus describes redeeming shareholders'  reinstatement  privileges
for Class A and Class C shares.  Written  notice and the  investment  check from
persons  wishing to exercise this  reinstatement  privilege  must be received by
your  investment  dealer within 120 days after the date of the  redemption.  The
reinstatement  or exchange will be made at net asset value next determined after
receipt of the notice and the investment check and will be limited to the amount
of the redemption proceeds or to the nearest full share if fractional shares are
not purchased.

     Even though an account is reinstated, the redemption will constitute a sale
for federal  income tax  purposes.  Investors who  reinstate  their  accounts by
purchasing  shares of the Funds  should  consult  with their tax  advisers  with
respect to the effect of the "wash  sale" rule if a loss is realized at the time
of the redemption.

--------------------------------------------------------------------------------
                          STANDARD PERFORMANCE MEASURES
--------------------------------------------------------------------------------

     Calculation  of Total  Return.  Total  return is a measure of the change in
value of an investment in a Fund over the period covered, which assumes that any
dividends or capital gains distributions are automatically  reinvested in shares
of the same class of that Fund  rather than paid to the  investor in cash.  Each
Fund may show  each  class's  average  annual  total  return  for the  one-year,
five-year  and  ten-year  periods  (or for the life of the  class,  if  shorter)
through  the end of the most  recent  calendar  quarter.  The  formula for total
return used by the Funds is prescribed by the SEC and includes three steps:  (1)
adding to the total  number of shares  of the  particular  class  that  would be
purchased  by a  hypothetical  $10,000  investment  in the Fund (with or without
giving  effect to the  deduction of sales  charge or CDSC,  if  applicable)  all
additional   shares  that  would  have  been  purchased  if  all  dividends  and
distributions  paid or  distributed  during the  period  had been  automatically
reinvested;  (2) calculating the value of the hypothetical initial investment as
of the end of the period by multiplying  the total of shares owned at the end of
the period by the net asset  value per share of the  relevant  class on the last
trading day of the period;  (3) dividing this account value for the hypothetical
investor by the amount of the initial investment, and annualizing the result for
periods of less than one year. Total return may be stated with or without giving
effect  to any  expense  limitations  in effect  for a Fund.  For each Fund that
presents returns  reflecting an expense  limitation or waiver,  its total return
would have been lower if no limitation or waiver were in effect.

Performance Comparisons

     Total  Return.  Total  returns will  generally be higher for Class A shares
than for Class B and  Class C shares of the same  Fund,  because  of the  higher
levels of expenses borne by the Class B and Class C shares. Because of its lower
operating  expenses,  Class Y shares of each Fund can be  expected  to achieve a
higher  total  return than the same Fund's  Class A, Class B and Class C shares.
The Funds may from time to time include their total return in  advertisements or
in information furnished to present or prospective  shareholders.  Each Fund may
from time to time include in advertisements  its total return and the ranking of
those  performance  figures  relative to such figures for groups of mutual funds
categorized by Morningstar,  Inc. or Lipper,  Inc. as having similar  investment
objectives or styles.

     Total  return  may  also be used to  compare  the  performance  of the Fund
against  certain  widely  acknowledged  standards  or indices for stock and bond
market  performance  or against the U.S.  Bureau of Labor  Statistics'  Consumer
Price Index.

     The  Standard & Poor's  Composite  Index of 500 Stocks (the "S&P 500") is a
market  capitalization-weighted  and unmanaged  index showing the changes in the
aggregate  market value of 500 stocks relative to the base period  1941-43.  The
S&P 500 is composed almost entirely of common stocks of companies  listed on the
NYSE, although the common stocks of a few companies listed on the American Stock
Exchange or traded over-the-counter are included.

     The  Standard & Poor's  Composite  Index of 400 Stocks (the "S&P 400") is a
market  capitalization-weighted  and unmanaged index that includes approximately
10% of the capitalization of U.S. equity securities.  This index is comprised of
stocks in the middle capitalization range. Any midcap stocks already included in
the S&P 500 are excluded from this index.

     The Dow Jones Industrial  Average is a market  value-weighted and unmanaged
index of 30 large industrial stocks traded on the NYSE.

     The Consumer Price Index, published by the U.S. Bureau of Labor Statistics,
is a  statistical  measure of  changes,  over  time,  in the prices of goods and
services in major expenditure groups.

     The  Funds  may  cite  their  ratings,  recognition,  or other  mention  by
Morningstar,  Inc.  ("Morningstar")  or any other entity.  Morningstar's  rating
system is based on risk-adjusted  total return performance and is expressed in a
star-rating format. The risk-adjusted number is computed by subtracting a fund's
risk score (which is a function of the fund's monthly returns less the 3-month


                                                                              35
<PAGE>

T-bill return) from the fund's  load-adjusted total return score. This numerical
score is then translated into rating  categories,  with the top 10% labeled five
star,  the next 22.5% labeled four star,  the next 35% labeled  three star,  the
next 22.5% labeled two star, and the bottom 10% one star. A high rating reflects
either  above-average  returns or below-average risk or both. Each Fund may also
compare its  performance or ranking  against all funds tracked by Morningstar or
another independent service, including Lipper, Inc. ("Lipper").

     Lipper  Indices and Averages are  calculated  and  published by Lipper,  an
independent  service that monitors the performance of more than 1,000 funds. The
Funds may also use comparative performance as computed in a ranking by Lipper or
category averages and rankings provided by another independent  service.  Should
Lipper or another service  reclassify a Fund to a different  category or develop
(and place a Fund into) a new category, that Fund may compare its performance or
ranking against other funds in the newly assigned category,  as published by the
service.

     The  Russell  3000 Index is a market  capitalization-weighted  index  which
comprises 3,000 of the largest  capitalized U.S. companies whose common stock is
traded in the United States on the NYSE, the American Stock Exchange and NASDAQ.
The Russell  2000 Index  represents  the  smallest  2,000  companies  within the
Russell 3000 Index as measured by market capitalization.  The Russell 1000 Index
represents  the  largest  1,000  companies  within the Russell  3000 Index.  The
Russell  1000  Growth  Index is an  unmanaged  subset of stocks  from the larger
Russell 1000 Index,  selected for their greater growth orientation.  The Russell
1000 Value Index is an unmanaged  subset of stocks from the larger  Russell 1000
Index, selected for their greater value orientation.

     Articles and releases,  developed by the Funds and other parties, about the
Funds regarding performance, rankings, statistics and analyses of the individual
Funds'  and the  fund  group's  asset  levels  and  sales  volumes,  numbers  of
shareholders by Fund or in the aggregate for the Funds,  statistics and analyses
of industry sales volumes and asset levels, and other characteristics may appear
in advertising, promotional literature, publications, including, but not limited
to, those  publications  listed in Appendix B to this Statement,  and on various
computer  networks,  for example,  the Internet.  In particular,  some or all of
these  publications  may publish  their own rankings or  performance  reviews of
mutual  funds,  including,  but not limited to, Lipper  Analytical  Services and
Morningstar.  References  to these  rankings  or  reviews  or  reprints  of such
articles may be used in the Funds' advertising and promotional literature.  Such
advertising  and  promotional  material  may  refer  to  Nvest  Companies,   its
structure,   goals  and  objectives  and  the  Advisory  subsidiaries  of  Nvest
Companies,  including their  portfolio  management  responsibilities,  portfolio
managers and their categories and background;  their tenure,  investment  styles
and strategies and their shared commitment to fundamental  investment principles
and may identify specific clients, as well as discuss the types of institutional
investors who have selected the advisers to manage their  investment  portfolios
and the reasons for that selection.  The references may discuss the independent,
entrepreneurial  nature of each Advisory  organization  and allude to or include
excerpts from articles  appearing in the media  regarding Nvest  Companies,  its
Advisory subsidiaries and their personnel.  For additional information about the
Funds' advertising and promotional literature, see Appendix B.

     The Funds may use the accumulation charts below in their  advertisements to
demonstrate  the  benefits  of monthly  savings at an 8% and 10% rate of return,
respectively.

<TABLE>
<CAPTION>
                                             Investments At 8% Rate of Return
                      5 years       10 years       15 years        20 years        25 years        30 years
                      -------       --------       --------        --------        --------        --------
<S>                    <C>            <C>           <C>             <C>             <C>             <C>
          $50          $3,698         $9,208        $17,417         $29,647         $47,868         $75,015
           75           5,548         13,812         26,126          44,471          71,802         112,522
          100           7,396         18,417         34,835          59,295          95,737         150,029
          150          11,095         27,625         52,252          88,942         143,605         225,044
          200          14,793         36,833         69,669         118,589         191,473         300,059
          500          36,983         92,083        174,173         296,474         478,683         750,148

<CAPTION>
                                                 Investments At 10% Rate of Return
                      5 years       10 years       15 years        20 years        25 years        30 years
                      -------       --------       --------        --------        --------        --------
<S>                    <C>            <C>           <C>             <C>             <C>             <C>
          $50          $3,904        $10,328        $20,896         $38,285         $66,895        $113,966
           75           5,856         15,491         31,344          57,427         100,342         170,949
          100           7,808         20,655         41,792          76,570         133,789         227,933
          150          11,712         30,983         62,689         114,855         200,684         341,899
          200          15,616         41,310         83,585         153,139         267,578         455,865
          500          39,041        103,276        208,962         382,848         668,945       1,139,663
</TABLE>

     The  Funds'  advertising  and sales  literature  may  refer to  historical,
current and prospective  political,  social,  economic and financial  trends and
developments that affect domestic and international investment as they relate to
any of the Funds.  The  Funds'  advertising  and sales  literature  may  include
historical and current performance and total returns of investment  alternatives
to the


                                                                              36
<PAGE>

Funds. Articles,  releases,  advertising and literature may discuss the range of
services offered by the Trust,  the  Distributor,  and the transfer agent of the
Funds,  with respect to  investing in shares of the Funds and customer  service.
Such materials may discuss the multiple classes of shares available  through the
Trust and their  features  and  benefits,  including  the details of the pricing
structure.

     The Distributor may make reference in its advertising and sales  literature
to awards,  citations and honors  bestowed on it by industry  organizations  and
other  observers  and raters  including,  but not limited to,  Dalbar's  Quality
Tested  Service  Seal and Key Honors  Award.  Such  reference  may  explain  the
criteria for the award,  indicate the nature and  significance  of the honor and
provide  statistical and other information about the award and the Distributor's
selection including,  but not limited to, the scores and categories in which the
Distributor excelled, the names of funds and fund companies that have previously
won the award and comparative  information and data about those against whom the
Distributor competed for the award, honor or citation.

     The  Distributor  may publish,  allude to or incorporate in its advertising
and sales literature testimonials from shareholders,  clients,  brokers who sell
or own shares,  broker-dealers,  industry  organizations and officials and other
members of the public, including, but not limited to, Fund performance, features
and  attributes,  or service and assistance  provided by departments  within the
organization, employees or associates of the Distributor.

     Advertising and sales  literature may also refer to the beta coefficient of
the Funds. A beta coefficient is a measure of systematic or undiversifiable risk
of a stock. A beta coefficient of more than 1 means that the company's stock has
shown more volatility  than the market index (e.g.,  the S&P 500) to which it is
being  related.  If the beta is less than 1, it is less volatile than the market
average to which it is being  compared.  If it equals 1, its risk is the same as
the market index.  High variability in stock price may indicate greater business
risk,   instability  in  operations  and  low  quality  of  earnings.  The  beta
coefficients  of the Funds may be  compared  to the beta  coefficients  of other
funds.

     The  Funds  may  enter  into   arrangements   with  banks   exempted   from
broker-dealer   registration   under  the  Securities   Exchange  Act  of  1934.
Advertising and sales literature  developed to publicize such  arrangements will
explain the relationship of the bank to the Funds and the Distributor as well as
the  services  provided by the bank  relative  to the Funds.  The  material  may
identify the bank by name and discuss the history of the bank including, but not
limited to, the type of bank,  its asset size,  the nature of its  business  and
services and its status and standing in the industry.

     In addition, sales literature may be published concerning topics of general
investor interest for the benefit of registered  representatives  and the Funds'
prospective  shareholders.  These materials may include, but are not limited to,
discussions of college planning,  retirement  planning and reasons for investing
and  historical  examples of the investment  performance  of various  classes of
securities, securities markets and indices.

--------------------------------------------------------------------------------
                       INVESTMENT PERFORMANCE OF THE FUNDS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                      Performance Results - Percent Change*
                          For Fiscal Year Ended 9/30/00

Capital Fund+
<S>                                   <C>                                        <C>
                                          Aggregate Total Return                 Average Annual Total Return
Class A shares:  As a % of            1 Year            Since 12/31/97**               Since 12/31/97**
Net Asset Value
Maximum Offering Price

                                          Aggregate Total Return                 Average Annual Total Return
Class B shares: As a % of             1 Year            Since 10/29/99**               Since 10/29/99**
Net Asset Value
Redemption at End of Period

                                          Aggregate Total Return                 Average Annual Total Return
Class C shares: As a % of             1 Year            Since 10/29/99**               Since 10/29/99**
Net Asset Value
Maximum Offering Price
Redemption at End of Period

                                          Aggregate Total Return                 Average Annual Total Return
Class Y shares: As a % of             1 Year            Since 10/29/99**               Since 10/29/99**
Net Asset Value
</TABLE>


                                                                              37
<PAGE>

<TABLE>
<S>                                   <C>                                        <C>
Emerging Growth Fund+
                                          Aggregate Total Return                 Average Annual Total Return
Class A shares:  As a % of            1 Year            Since 12/31/97**               Since 12/31/97**
Net Asset Value
Maximum Offering Price

                                          Aggregate Total Return                 Average Annual Total Return
Class B shares:  As a % of            1 Year            Since 10/29/99**               Since 10/29/99**
Net Asset Value
Redemption at End of Period

                                          Aggregate Total Return                 Average Annual Total Return
Class C shares:  As a % of            1 Year            Since 10/29/99**               Since 10/29/99**
Net Asset Value
Maximum Offering Price
Redemption at End of Period

                                          Aggregate Total Return                 Average Annual Total Return
Class Y shares:  As a % of            1 Year            Since 10/29/99**               Since 10/29/99**
Net Asset Value

Growth Fund+
                                          Aggregate Total Return                 Average Annual Total Return
Class A shares:  As a % of            1 Year            Since 9/01/98**                Since 9/01/98**
Net Asset Value
Maximum Offering Price

                                          Aggregate Total Return                 Average Annual Total Return
Class B shares:  As a % of            1 Year            Since 9/01/98**                Since 9/01/98**
Net Asset Value
Redemption at End of Period

                                          Aggregate Total Return                 Average Annual Total Return
Class C shares:  As a % of            1 Year             Since 10/29/99**              Since 10/29/99**
Net Asset Value
Maximum Offering Price
Redemption at End of Period

                                          Aggregate Total Return                 Average Annual Total Return
                                 ----------------------------------------------------------------------------------
Class Y shares:  As a % of            1 Year             Since 10/29/99**              Since 10/29/99**
Net Asset Value
</TABLE>


*    Federal  regulations  require this example to be calculated  using a $1,000
     investment. The normal minimum initial investment in shares of the Funds is
     $2,500, however.

** Commencement of Fund operations or offering of specified class of shares.

+    Until  November  1, 1999 the  Funds  had only one class of shares  and were
     offered  without a sales charge.  Therefore  performance  results have been
     restated to account  for fees and  expenses  under the Funds' new  multiple
     class structure.

The foregoing data represent past  performance  only and are not a prediction as
to the future returns of any Fund. The investment  return and principal value of
an investment in any Fund will  fluctuate so that the  investor's  shares,  when
redeemed, may be worth more or less than this original cost.


                                                                              38
<PAGE>

--------------------------------------------------------------------------------
           INCOME DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS
--------------------------------------------------------------------------------

     As  described in the  Prospectus,  it is the policy of each Fund to pay its
shareholders,  as  dividends,  substantially  all net  investment  income and to
distribute  annually all net realized  long-term  capital  gains,  if any, after
offsetting any capital loss carryovers.

     Ordinary  income  dividends and capital gain  distributions  are payable in
full and fractional  shares of the relevant  class of the particular  Fund based
upon the net asset  value  determined  as of the close of the NYSE on the record
date for each  dividend or  distribution.  Shareholders,  however,  may elect to
receive their ordinary income dividends or capital gain distributions,  or both,
in cash.  The election may be made at any time by  submitting a written  request
directly to the Funds. In order for a change to be in effect for any dividend or
distribution,  it must be received by the Funds on or before the record date for
such dividend or distribution.

     If you elect to receive your dividends in cash and the dividend checks sent
to you are  returned  "undeliverable"  to the Fund or  remain  uncashed  for six
months,  your cash  election  will  automatically  be  changed  and your  future
dividends will be reinvested.  No interest will accrue on amounts represented by
uncashed dividend or redemption checks.

     As required  by federal  law,  detailed  federal  tax  information  will be
furnished to each  shareholder for each calendar year on or before January 31 of
the succeeding year.

     Each Fund  intends to qualify each year as a regulated  investment  company
under Subchapter M of the Code. In order to qualify, each 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 certain  securities loans, gains
from the sale of securities or foreign  currencies,  or other income (including,
but not limited to, gains from options,  futures or forward  contracts)  derived
with  respect  to its  business  of  investing  in  such  stock,  securities  or
currencies;  (ii) distribute at least 90% of its dividend,  interest and certain
other taxable income each year; and (iii)  diversify its holdings so that at the
end of each fiscal  quarter,  (a) at least 50% of the value of its total  assets
consists of cash,  U.S.  Government  securities,  securities of other  regulated
investment  companies,  and other securities limited generally,  with respect to
any one issuer,  to no more than 5% of the value of the Fund's  total assets and
10% of the outstanding  voting securities of such issuer,  and (b) not more than
25% of the value of its assets is invested in the  securities  (other than those
of the U.S.  Government  or other  regulated  investment  companies)  of any one
issuer or of two or more issuers  which the Fund  controls and which are engaged
in the same,  similar or related trades or  businesses.  So long as it qualifies
for treatment as a regulated  investment  company, a Fund will not be subject to
federal income tax on income paid to its  shareholders  in the form of dividends
or capital gains distributions.

     An excise tax at the rate of 4% will be imposed on the  excess,  if any, of
each  Fund's  "required  distribution"  over  its  actual  distributions  in any
calendar  year.  Generally,  the  "required  distribution"  is 98% of the Fund's
ordinary  income for the  calendar  year plus 98% of its capital gain net income
recognized  during the one-year  period ending on October 31 (or December 31, if
the Fund is so permitted to elect and so elects) plus undistributed amounts from
prior  years.  Each  Fund  intends  to make  distributions  sufficient  to avoid
imposition  of the excise  tax.  Distributions  declared  and  payable by a Fund
during October,  November or December to shareholders of record on a date in any
such month and paid by the Fund during the following January will be treated for
federal  tax  purposes  as paid by the  Fund and  received  by  shareholders  on
December 31 of the year in which declared.

     Fund  distributions  paid to you either in cash or reinvested in additional
shares are  generally  taxable to you  either as  ordinary  income or as capital
gains.  Distributions derived from short-term capital gains or investment income
are  generally  taxable  at  ordinary  income  rates.  If you are a  corporation
investing  in a  Fund,  a  portion  of  these  dividends  may  qualify  for  the
dividends-received  deduction  provided  that you meet  certain  holding  period
requirements.  Distributions of net long-term capital gains (i.e., the excess of
net gains from  capital  assets held for more than one year over net losses from
capital assets held for not more than one year) that are designated by a Fund as
capital gain dividends will generally be taxable to a shareholder receiving such
distributions  as long-term  capital gain (generally taxed at a 20% tax rate for
noncorporate  shareholders) regardless of how long the shareholder has held Fund
shares. To avoid an excise tax, each Fund intends to distribute  dividends prior
to calendar  year-end.  Some dividends paid in January may be taxable as if they
were received in the previous December.

     A loss on the sale of shares held for six months or less will be disallowed
for  federal  income tax  purposes  to the extent of  exempt-interest  dividends
received  with  respect to such  shares and  thereafter  treated as a  long-term
capital loss to the extent of any  long-term  capital gain  dividend paid to the
shareholder with respect to such shares.


                                                                              39
<PAGE>

     Dividends and  distributions  on a Fund's  shares are generally  subject to
federal  income tax as  described  herein to the  extent  they do not exceed the
Fund's realized income and gains,  even though such dividends and  distributions
may economically  represent a return of a particular  shareholder's  investment.
Such  distributions are likely to occur in respect of shares purchased at a time
when a Fund's net asset  value  reflects  gains that are either  unrealized,  or
realized  but  not  distributed.  Such  realized  gains  may be  required  to be
distributed even when a Fund's net asset value also reflects unrealized losses.

     Each  Fund's  transactions,  if any,  in foreign  currencies  are likely to
result in a difference  between the Fund's book income and taxable income.  This
difference may cause a portion of the Fund's income  distributions to constitute
a return of capital or capital gain for tax purposes or require the Fund to make
distributions exceeding book income to avoid excise tax liability and to qualify
as a regulated investment company.

     A Fund's transactions in foreign  currency-denominated  debt securities and
its hedging  activities,  if any, will likely  produce a difference  between its
book income and its taxable income. This difference may cause a part or all of a
Fund's income distributions to constitute returns of capital for tax purposes or
require the Fund to make  distributions  exceeding  book income to avoid federal
income tax liability.

     Redemptions  and  exchanges of each Fund's  shares are taxable  events and,
accordingly,  shareholders  may realize gains and losses on these  transactions.
Generally,  if a shareholder redeems or exchanges shares that have been held for
more  than one  year,  gain or loss  realized  will be  recognized  and taxed at
long-term  federal  tax rates  (generally  20% for  noncorporate  shareholders),
provided the shareholder  holds the shares as a capital asset.  Furthermore,  no
loss will be  allowed on the sale of Fund  shares to the extent the  shareholder
acquired  other  shares of the same Fund within 30 days prior to the sale of the
loss shares or 30 days after such sale.

     The  foregoing  is a general  and  abbreviated  summary  of the  applicable
provisions  of the Code and related  regulations  currently  in effect.  For the
complete provisions, reference should be made to the pertinent Code sections and
regulations.  The Code and  regulations  are subject to change by legislative or
administrative actions.

     Dividends and  distributions  also may be subject to state and local taxes.
Shareholders  are  urged  to  consult  their  tax  advisers  regarding  specific
questions as to federal, state or local taxes.

     Each Fund is required to withhold 31% of all income  dividends  and capital
gains  distributions  it pays to you if you do not provide a correct,  certified
taxpayer   identification   number,   if  a  Fund  is  notified  that  you  have
underreported  income in the past or if you fail to  certify  to a Fund that you
are not  subject  to such  withholding.  If you  are a  tax-exempt  shareholder,
however,  these backup  withholding  rules will not apply so long as you furnish
the Fund with an appropriate certification.

     The foregoing  discussion  relates  solely to U.S.  federal income tax law.
Non-U.S.  investors  should  consult  their  tax  advisers  concerning  the  tax
consequences of ownership of shares of the Fund,  including the possibility that
distributions  may be  subject  to a 30%  United  States  withholding  tax (or a
reduced rate of withholding provided by treaty).

--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


     The audited  financial  statements  and the related  report of  independent
accountants included in the annual report of the Funds for the fiscal year ended
September  30,  [ ]  are  incorporated  by  reference.  The  Funds'  annual  and
semiannual  reports are available upon request without charge.  Shareholders may
request the annual or  semiannual  report by telephone  at (800)  225-5478 or by
writing to the Funds at Nvest Funds  Distributor,  L.P.,  399  Boylston  Street,
Boston, Massachusetts 02116.



                                                                              40
<PAGE>

                                   APPENDIX A
                 PUBLICATIONS THAT MAY CONTAIN FUND INFORMATION

<TABLE>
<S>                                          <C>                                     <C>
ABC and affiliates                           Fortune                                 Pensions and Investments
Adam Smith's Money World                     Fox Network and affiliates              Personal Investor
America On Line                              Fund Action                             Philadelphia Inquirer
Anchorage Daily News                         Fund Decoder                            Porter, Sylvia (syndicated column)
Arizona Republic                             Global Finance                          Portland Oregonian
Atlanta Constitution                         (the) Guarantor                         Prodigy
Atlanta Journal                              Hartford Courant                        Public Broadcasting Service
Austin American Statesman                    Houston Chronicle                       Quinn, Jane Bryant (syndicated column)
B'nai B'rith Jewish Monthly                  INC                                     Registered Representative
Baltimore Sun                                Indianapolis Star                       Research Magazine
Bank Investment Marketing                    Individual Investor                     Resource
Barron's                                     Institutional Investor                  Reuters
Bergen County Record (NJ)                    International Herald Tribune            Rocky Mountain News
Bloomberg Business News                      Internet                                Rukeyser's Business (syndicated column)
Bond Buyer                                   Investment Adviser                      Sacramento Bee
Boston Business Journal                      Investment Company Institute            San Diego Tribune
Boston Globe                                 Investment Dealers Digest               San Francisco Chronicle
Boston Herald                                Investment Profiles                     San Francisco Examiner
Broker World                                 Investment Vision                       San Jose Mercury
Business Radio Network                       Investor's Business Daily               Seattle Post-Intelligencer
Business Week                                IRA Reporter                            Seattle Times
CBS and affiliates                           Journal of Commerce                     Securities Industry Management
CFO                                          Kansas City Star                        Smart Money
Changing Times                               KCMO (Kansas City)                      St. Louis Post Dispatch
Chicago Sun Times                            KOA-AM (Denver)                         St. Petersburg Times
Chicago Tribune                              LA Times                                Standard & Poor's Outlook
Christian Science Monitor                    Lear's                                  Standard & Poor's Stock Guide
Christian Science Monitor News Service       Leckey, Andrew (syndicated column)      Stanger's Investment Adviser
Cincinnati Enquirer                          Life Association News                   Stockbroker's Register
Cincinnati Post                              Lifetime Channel                        Strategic Insight
CNBC                                         Miami Herald                            Tampa Tribune
CNN                                          Milwaukee Sentinel                      Time
Columbus Dispatch                            Money                                   Tobias, Andrew (syndicated column)
CompuServe                                   Money Maker                             Toledo Blade
Dallas Morning News                          Money Management Letter                 UPI
Dallas Times-Herald                          Morningstar                             US News and World Report
Denver Post                                  Mutual Fund Market News                 USA Today
Des Moines Register                          Mutual Funds Magazine                   USA TV Network
Detroit Free Press                           National Public Radio                   Value Line
Donoghues Money Fund Report                  National Underwriter                    Wall St. Journal
Dorfman, Dan (syndicated column)             NBC and affiliates                      Wall Street Letter
Dow Jones News Service                       New England Business                    Wall Street Week
Economist                                    New England Cable News                  Washington Post
FACS of the Week                             New Orleans Times-Picayune              WBZ
Fee Adviser                                  New York Daily News                     WBZ-TV
Financial News Network                       New York Times                          WCVB-TV
Financial Planning                           Newark Star Ledger                      WEEI
Financial Planning on Wall Street            Newsday                                 WHDH
Financial Research Corp.                     Newsweek                                Worcester Telegram
Financial Services Week                      Nightly Business Report                 World Wide Web
Financial World                              Orange County Register                  Worth Magazine
Fitch Insights                               Orlando Sentinel                        WRKO
Forbes                                       Palm Beach Post
Fort Worth Star-Telegram                     Pension World
</TABLE>


                                                                              41
<PAGE>

                                   APPENDIX B
                     ADVERTISING AND PROMOTIONAL LITERATURE

     References  may be  included  in the  Funds'  advertising  and  promotional
literature to Nvest Companies and its affiliates.

     The Funds'  advertising  and promotional  material may include,  but is not
limited to,  discussions of the following  information about both affiliated and
unaffiliated entities:

o Specific  and general  assessments  and  forecasts  regarding  U.S.  and world
economies, and the economies of specific nations and their impact on the Kobrick
Funds and Nvest Funds;

o  Specific and general investment emphasis, specialties, fields of expertise,
competencies, operations and functions;

o  Specific and general investment philosophies, strategies, processes,
techniques and types of analysis;

o Specific and general sources of information,  economic  models,  forecasts and
data  services  utilized,  consulted  or  considered  in the course of providing
advisory or other services;

o  The corporate histories, founding dates and names of founders of the
entities;

o  Awards, honors and recognition given to the entities;

o  The names of those with ownership interest and the percentage of ownership
interest;

o The  industries  and sectors from which clients are drawn and specific  client
names  and  background   information  on  current   individual,   corporate  and
institutional clients, including pension and profit sharing plans;

o  Current capitalizations, levels of profitability and other financial and
statistical information;

o  Identification of portfolio managers, researchers, economists, principals and
other staff members and employees;

o The specific credentials of the above individuals,  including, but not limited
to,  previous  employment,   current  and  past  positions,  titles  and  duties
performed,  industry experience,  educational background and degrees, awards and
honors;

o Specific  and  general  reference  to past and present  notable  and  renowned
individuals  including  reference  to their field of expertise  and/or  specific
accomplishments;

o Current and historical statistics regarding:

-total dollar amount of assets managed
-Kobrick Funds' and Nvest Funds' assets managed in total and by fund -the growth
of assets -asset types managed -numbers of principal parties and employees,  and
the length of their tenure,
 including officers, portfolio managers, researchers, economists, technicians
 and support staff
-the above individuals' total and average number of years of industry experience
 and  the  total  and  average  length  of  their  service  to  the  adviser  or
 sub-adviser;

o The general and specific  strategies applied by the advisers in the management
of Kobrick Funds and Nvest Funds portfolios including, but not limited to:

-the pursuit of growth, value, income oriented, risk management or other
 strategies
-the manner and degree to which the strategy is pursued
-whether the strategy is conservative, moderate or extreme and an explanation of
 other features and attributes
-the types and characteristics of investments sought and specific portfolio
 holdings
-the actual or potential impact and result from strategy implementation


                                                                              42
<PAGE>

-through  its own  areas  of  expertise  and  operations,  the  value  added  by
sub-advisers to the management  process -the disciplines it employs -the systems
utilized in management,  the features and  characteristics  of those systems and
the intended results from such computer analysis, and

o Specific  reference to 360 research  (sm),  360 degree  research(sm),  Kobrick
360(degree) research(sm) and Kobrick 360 degree research(sm) as an approach that
involves meeting with companies' management,  employees, customers,  competition
and  suppliers  to  determine  whether what these people say aligns with company
strategies and objectives.

o Specific  and general  references  to  portfolio  managers and funds that they
serve as portfolio  manager of, other than  Kobrick  Funds and Nvest Funds,  and
those families of funds.  Any such  references will indicate that Kobrick Funds,
Nvest  Funds  and the other  funds of the  managers  differ  as to  performance,
objectives,  investment  restrictions  and limitations,  portfolio  composition,
asset size and other  characteristics,  including fees and expenses.  References
may also be made to industry  rankings  and ratings of the Funds and other funds
managed by the Funds' adviser,  including, but not limited to, those provided by
Morningstar, Lipper Analytical Services, Forbes and Worth.

     In addition,  communications and materials developed by the Funds will make
reference to the following information about Nvest Companies and its affiliates:


     Nvest is part of an affiliated group directly or indirectly owned by CDC
Asset Management. Nvest has __ principal subsidiary or affiliated asset
management firms, which collectively had $___ billion of assets under management
as of December 31, 2000. In addition, promotional materials may include:


o Specific and general references to Nvest Funds multi-manager  approach through
Nvest Companies affiliates and outside firms including,  but not limited to, the
following:

     -that each adviser/manager operates independently on a day-to-day basis and
      maintains  an image and identity  separate  from Nvest  Companies  and the
      other Investment Advisers
     -other fund  companies  are limited to a "one size fits all"  approach  but
      Nvest Funds draws upon the talents of multiple  managers  whose  expertise
      best matches the fund objective
     -in this and other  contexts  reference  may be made to Nvest Funds' slogan
      "Where The Best Minds  Meet"(R) and that Nvest Funds' ability to match the
      talent to the task is one more reason it is  becoming  known as "Where The
      Best Minds Meet."

     Nvest  Advisor  Services  ("NAS") and Nvest  Retirement  Services  ("NRS"),
divisions  of  Nvest  Companies,  may be  referenced  in  Fund  advertising  and
promotional  literature  concerning the marketing  services it provides to Nvest
Companies  affiliated fund groups including:  Nvest Funds,  Loomis Sayles Funds,
Jurika & Voyles,  Back Bay Advisors,  Oakmark Funds,  Delafield Fund and Kobrick
Funds.

     NAS and NRS will provide  marketing  support to Nvest Companies  affiliated
fund  groups  targeting   financial  advisers,   financial   intermediaries  and
institutional clients who may transact purchases and other fund-related business
directly  with  these  fund  groups.  Communications  will  contain  information
including,  but not limited to:  descriptions of clients and the marketplaces to
which it directs its efforts; the mission and goals of NAS and NRS and the types
of services it provides which may include: seminars; its 1-800 number, web site,
Internet  or other  electronic  facilities;  qualitative  information  about the
funds'  investment  methodologies;  information  about  specific  strategies and
management techniques; performance data and features of the funds; institutional
oriented  research and  portfolio  manager  insight and  commentary.  Additional
information  contained in advertising  and  promotional  literature may include:
rankings  and  ratings of the funds  including,  but not  limited  to,  those of
Morningstar and Lipper Analytical Services; statistics about the advisers', fund
groups' or a specific  fund's  assets  under  management;  the  histories of the
advisers  and  biographical  references  to  portfolio  managers and other staff
including,  but not  limited to,  background,  credentials,  honors,  awards and
recognition  received by the advisers and their personnel;  and commentary about
the advisers, their funds and their personnel from third-party sources including
newspapers, magazines, periodicals, radio, television or other electronic media.


                                                                              43
<PAGE>

     References may be included in Kobrick Funds or Nvest Funds' advertising and
promotional  literature  about its 401(k) and retirement  plans. The information
may include, but is not limited to:

o    Specific and general references to industry statistics regarding 401(k) and
     retirement plans including historical information, industry trends and
     forecasts regarding the growth of assets, numbers of plans, funding
     vehicles, participants, sponsors and other demographic data relating to
     plans, participants and sponsors, third party and other administrators,
     benefits consultants and other organizations involved in 401(k) and
     retirement programs with whom Nvest Funds may or may not have a
     relationship.

o    Specific and general references to comparative ratings,  rankings and other
     forms of evaluation  as well as  statistics  regarding the Kobrick Funds or
     Nvest Funds as a 401(k) or  retirement  plan funding  vehicle  produced by,
     including,  but not  limited to,  Investment  Company  Institute  and other
     industry authorities, research organizations and publications.

o    Specific  and  general  discussion  of  economic,  legislative,  and  other
     environmental factors affecting 401(k) and retirement plans, including, but
     not limited to, statistics, detailed explanations or broad summaries of:

     -past,  present and prospective tax  regulation,  Internal  Revenue Service
      requirements  and  rules,   including,   but  not  limited  to,  reporting
      standards,  minimum distribution  notices, Form 5500, Form 1099R and other
      relevant forms and documents,  Department of Labor rules and standards and
      other  regulations.  This includes past,  current and future  initiatives,
      interpretive  releases and positions of regulatory  authorities  about the
      past,   current   or   future   eligibility,   availability,   operations,
      administration,  structure, features, provisions or benefits of 401(k) and
      retirement plans;
     -information about the history, status and future trends of Social Security
      and similar  government  benefit programs  including,  but not limited to,
      eligibility    and    participation,    availability,    operations    and
      administration,  structure and design, features, provisions,  benefits and
      costs; and
     -current and prospective ERISA regulation and requirements.

o    Specific and general  discussion of the benefits of 401(k)  investment  and
     retirement   plans  to  the   participant   and  plan  sponsor,   including
     explanations, statistics and other data, about:

     -increased employee retention
     -reinforcement or creation of morale
     -deductibility of contributions for participants
     -deductibility of expenses for employers
     -tax deferred growth, including illustrations and charts
     -loan features and exchanges among accounts
     -educational services materials and efforts, including, but not limited to,
      videos,  slides,   presentation   materials,   brochures,   an  investment
      calculator,   payroll  stuffers,  quarterly  publications,   releases  and
      information on a periodic basis and the  availability  of wholesalers  and
      other personnel.

o    Specific and general reference to the benefits of investing in mutual funds
     for 401(k) and retirement  plans, and the Kobrick Funds or Nvest Funds as a
     401(k) or retirement plan funding vehicle.

o    Specific and general reference to the role of the investment dealer and the
     benefits and features of working with a financial professional including:

     -access to expertise on investments
     -assistance in interpreting past, present and future market trends and
      economic events
     -providing information to clients including participants during enrollment
      and on an ongoing basis after participation
     -promoting and  understanding  the benefits of investing,  including mutual
      fund diversification and professional management.


                                                                              44

<PAGE>


                                                     Registration Nos. 333-37727
                                                                        811-7435

                         NVEST KOBRICK INVESTMENT TRUST
                            PART C. OTHER INFORMATION

Item 23.  Exhibits

(a)       Articles of Incorporation.

     (1)  Agreement and  Declaration of Trust of the Registrant is  incorporated
          by reference to the initial registration  statement (the "Registration
          Statement") filed on October 10, 1997.

     (2)  Amended and Restated  Master  Trust  Agreement  of the  Registrant  is
          incorporated by reference to Post-Effective Amendment ("PEA") No. 1 to
          the Registration Statement filed on June 12, 1998.

     (3)  Amendment  dated  December  29,  1998  to  Registrant's  Master  Trust
          Agreement  is   incorporated   by  reference  to  PEA  No.  6  to  the
          Registration Statement filed on October 28, 1999.

     (4)  Amendment  dated  February  1,  2000  to  Registrant's   Master  Trust
          Agreement is filed herewith.

(b)       By-laws.

     (1)  Registrant's By-laws dated December 1997 are incorporated by reference
          to the Registration Statement filed on October 10, 1997.

     (2)  Amendment  dated  August  21,  2000 to  Registrant's  By-laws is filed
          herewith.

(c)            Instruments Defining Rights of Security Holders.

          Rights of  shareholders  are  described  in  Articles  V and VI of the
          Registrant's  Master Trust Agreement  incorporated by reference to the
          Registration Statement filed on October 10, 1997.

(d)       Investment Advisory Contracts.

     (1)  Investment   Advisory   Agreement   dated  October  30,  2000  between
          Registrant  on behalf of Kobrick  Capital  Fund and Kobrick  Funds LLC
          (the "Adviser") is filed herewith.

     (2)  Investment   Advisory   Agreement   dated  October  30,  2000  between
          Registrant on behalf of Kobrick  Emerging  Growth Fund and the Adviser
          is filed herewith.

     (3)  Investment   Advisory   Agreement   dated  October  30,  2000  between
          Registrant  on behalf of Kobrick  Growth Fund and the Adviser is filed
          herewith.

(e)       Underwriting Contracts.

     (1)  Form of  Distribution  Agreement  with Funds  Distributor  and Form of
          Selling  Agreement  filed as part of  Pre-Effective  Amendment No.1 on
          December 5, 1997.

     (2)  Distribution  Agreement  dated October 30, 2000 between  Registrant on
          behalf of Kobrick  Capital  Fund,  Kobrick  Emerging  Growth  Fund and
          Kobrick   Growth  Fund  and  Nvest  Funds   Distributor,   L.P.   (the
          "Distributor") is filed herewith.

     (3)  Form of Selling Agreement of the Distributor is filed herewith.


<PAGE>

(f)       Bonus or Profit Sharing Contracts.

          Not applicable.

(g)       Custodian Agreements.

     (1)  Form of Custodian Agreement with State Street Bank and Trust Company
          filed as part of Pre-Effective Amendment No. 1 on December 5, 1997.

     (2)  Revised form of Custodian  Agreement  with State Street Bank and Trust
          Company  (exhibits  previously  filed) filed as part of  Pre-Effective
          Amendment No.2 on December 24, 1997.

     (3)  Amendment  to  Custodian  Agreement  with State  Street Bank and Trust
          Company is incorporated by reference to PEA No. 6 to the  Registration
          Statement filed on October 28, 1999.

(h)       Other Material Contacts.

     (1)  Form of  Administration  Agreement  with State  Street  Bank and Trust
          Company filed as part of  Pre-Effective  Amendment  ("PreEA") No. 1 to
          the Registration Statement filed on December 5, 1997.

     (2)  Administrative Services Agreement dated October 1, 1999 between the
          Registrant and Nvest Services Company, Inc. is incorporated by
          reference to PEA No. 6 to the Registration Statement filed on October
          28, 1999.

     (3)  Form of Transfer Agency and Services  Agreement between the Registrant
          and State Street Bank and Trust  Company  filed as part of PreEA No. 1
          to the Registration  Statement filed on December 5, 1997, and exhibits
          concerning  fees  filed  as part of PreEA  No.  2 to the  Registration
          Statement filed on December 24, 1997.

     (4)  Transfer Agency and Services Agreement dated October 25, 1999 between
          Registrant and Nvest Services Company, Inc. is incorporated by
          reference to PEA No. 6 to the Registration Statement filed on
          October 28, 1999.

     (5)  Form of Amended  Fee  Schedule  to the  Transfer  Agency and  Services
          Agreement dated December 1, 2000 is filed herewith.

     (6)  Letter  Agreement  dated  November 1, 1999 between the  Registrant  on
          behalf of Kobrick  Capital  Fund,  Kobrick  Emerging  Growth  Fund and
          Kobrick Growth Fund is filed herewith.

     (7)  Master Securities Loan Agreement dated June 19, 2000 between
          Registrant and MS Securities Inc. is filed herewith.

     (8)  Master Securities Loan Agreement dated June 19, 2000 between
          Registrant and Morgan Stanley & Co., Incorporated is filed herewith.

     (9)  Supplemental Agreement to the Master Securities Loan Agreements dated
          June 19, 2000 among Registrant, MS Securities Inc. and Morgan Stanley
          & Co., Incorporated is filed herewith.

(i)       Legal Opinions.

     (1)  Opinion and Consent of Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo,
          P.C. incorporated by

<PAGE>

          reference to PreEA No. 2 to the Registration Statement filed on
          December 24, 1997.

     (2)  Opinion and Consent of Ropes & Gray is incorporated by reference to
          PEA No. 6 to the Registration Statement filed on October 28, 1999.

(j)       Other Opinions.

     (1)  Consent of Independent Public Accountants is to be filed by amendment.

(k)       Omitted Financial Statements.

          Not applicable.

(l)       Initial Capital Agreements.

     (1)  Agreement Relating to Initial Capital is incorporated by reference to
          PreEA No. 2 to the Registration Statement filed on December 24, 1997.

(m)       Rule 12b-1 Plan.

     (1)  Registrant's  Class A Service  Plan dated  November 1, 1999 as amended
          June 5, 2000 is filed herewith.

     (2)  Registrant's  Class B Distribution  and Service Plan dated November 1,
          1999 as amended June 5, 2000 is filed herewith.

     (3)  Registrant's  Class C Distribution  and Service Plan dated November 1,
          1999 as amended June 5, 2000 is filed herewith.

(n)       Rule 18f-3 Plan.

     (1)  Registrant's  Rule  18f-3  Plan  adopted  November  1, 1999 as amended
          November 20, 2000 is filed herewith.

(p)       Codes of Ethics.

     (1) Registrant's Code of Ethics dated June 5, 2000 is filed herewith.

     (2) Code of Ethics of the Adviser dated May 19, 2000 is filed herewith.

     (3)  Code of Ethics of the Nvest Funds Distributor, L.P. dated July 1, 2000
          is filed herewith.


Item 24. Persons Controlled by or Under Common Control with the Fund.

     Not applicable.

Item 25. Indemnification.

Article VI of the  Registrant's  Agreement and Declaration of Trust provides for
indemnification of officers and Trustees as follows:

Section 6.4 Indemnification of Trustees, Officers, etc.


<PAGE>

Subject to and except as otherwise  provided in the  Securities  Exchange Act of
1933,  as  amended,  and the 1940 Act,  the Trust  shall  indemnify  each of its
Trustees and  officers  (including  persons who serve at the Trust's  request as
directors,  officers or trustees of another  organization in which the Trust has
any interest as a shareholder, creditor or otherwise (hereinafter referred to as
a "Covered  Person"))  against  all  liabilities,  including  but not limited to
amounts  paid in  satisfaction  of  judgments,  in  compromise  or as fines  and
penalties,  and expenses,  including  reasonable  accountants' and counsel fees,
incurred by any Covered Person in connection  with the defense or disposition of
any action,  suit or other  proceeding,  whether  civil or criminal,  before any
court or administrative or legislative body, in which such Covered Person may be
or may have been  involved as a party or otherwise or with which such person may
be or may have been  threatened,  while in office  or  thereafter,  by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect  to any  matter as to which it has been  determined  that  such  Covered
Person had acted  with  willful  misfeasance,  bad faith,  gross  negligence  or
reckless  disregard  of the  duties  involved  in the  conduct  of such  Covered
Person's office (such conduct referred to hereafter as "Disabling  Conduct").  A
determination that the Covered Person is entitled to indemnification may be made
by (i) a final  decision  on the merits by a court or other body before whom the
proceeding  was  brought  that the  person to be  indemnified  was not liable by
reason  of  Disabling   Conduct,   (ii)  dismissal  of  a  court  action  or  an
administrative proceeding against a Covered Person for insufficiency of evidence
of Disabling Conduct, or (iii) a reasonable  determination,  based upon a review
of the facts,  that the indemnitee was not liable by reason of Disabling Conduct
by (a) a vote of a majority of a quorum of Trustees who are neither  "interested
persons"  of the  Trust as  defined  in  section  2(a)  (19) of the 1940 Act nor
parties to the  proceeding,  or (b) an  independent  legal  counsel in a written
opinion.  Expenses,  including  accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by the Trust
in advance of the final  disposition  of any such  action,  suit or  proceeding,
provided that the Covered  Person shall have  undertaken to repay the amounts so
paid to the Trust if it is ultimately  determined that  indemnification  of such
expenses is not  authorized  under this  Article VI and (i) the  Covered  Person
shall have  provided  security  for such  undertaking,  (ii) the Trust  shall be
insured  against  losses  arising by reason of any lawful  advances,  or (iii) a
majority of a quorum of the  disinterested  Trustees  who are not a party to the
proceeding,  or an independent  legal counsel in a written  opinion,  shall have
determined,  based on a review of readily  available facts (as opposed to a full
trial-type  inquiry),  that there is reason to believe  that the Covered  Person
ultimately will be found entitled to indemnification.

Section 6.5  Compromise Payment.

As to any matter disposed of by a compromise  payment by any such Covered Person
referred to in Section 6.4,  pursuant to a consent decree or otherwise,  no such
indemnification  either  for said  payment  or for any other  expenses  shall be
provided unless such indemnification  shall be approved (a) by a majority of the
disinterested  Trustees  who  are not  parties  to the  proceeding  or (b) by an
independent  legal  counsel  in a  written  opinion.  Approval  by the  Trustees
pursuant to clause (a) or by  independent  legal counsel  pursuant to clause (b)
shall not prevent  the  recovery  from any Covered  Person of any amount paid to
such Covered Person in accordance with any of such clauses as indemnification if
such  Covered  Person  is  subsequently  adjudicated  by a  court  of  competent
jurisdiction  to have been liable to the Trust or its  Shareholders by reason of
willful  misfeasance,  bad faith,  gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.

Section 6.6 Indemnification Not Exclusive, etc.

The right of indemnification  provided by this Article VI shall not be exclusive
of or affect any other rights to which any such Covered  Person may be entitled.
As used in this Article VI, "Covered  Person" shall include such person's heirs,
executors and administrators, an "interested Covered Person" is one against whom
the action,  suit or other  proceeding  in question or another  action,  suit or
other  proceeding on the same or similar  grounds is then or has been pending or
threatened,  and a "disinterested"  person is a person against whom none of such
actions,  suits or other proceedings or another action, suit or other proceeding
on the same or  similar  grounds  is then or has  been  pending  or  threatened.
Nothing contained in this Article shall affect any rights to  indemnification to
which personnel of the Trust, other than Trustees and officers,

<PAGE>


and other  persons may be entitled by contract or  otherwise  under law, nor the
power of the Trust to purchase and maintain liability insurance on behalf of any
such person."

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  to Trustees,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Trustee,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.  The  Registrant  expects to  maintain a standard  mutual  fund and
investment  advisory  professional and directors and officers  liability policy.
The policy will provide  coverage to the Registrant,  its Trustees and officers,
and Kobrick Funds LLC (the "Investment Manager"). Coverage under the policy will
include losses by reason of any act, error, omission,  misstatement,  misleading
statement, neglect or breach of duty.

The Advisory  Agreement with the Investment Manager provides that the Investment
Manager  shall not be liable for any action  taken,  omitted or  suffered  to be
taken by it in its reasonable  judgment,  in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by the
Advisory  Agreement,  or in  accordance  with (or in the  absence  of)  specific
directions or instructions from the Trust, provided,  however, that such acts or
omissions  shall  not  have  resulted  from  the  Investment  Manager's  willful
misfeasance,  bad faith or gross negligence, a violation of the standard of care
established by and applicable to the Investment Manager in its actions under the
Advisory  Agreement  or  breach  of its  duty or of its  obligations  under  the
Advisory Agreement.

Item 26. Business and Other Connections of the Investment Adviser.

(a)  The  Investment  Adviser  is a  limited  liability  company  formed  as  an
investment management firm. On July 7, 1999, the Investment Adviser succeeded to
the business of the prior  investment  manager to the Registrant,  also known as
Kobrick  Funds  LLC (the  "Prior  Adviser"),  as a  result  of the  transfer  of
substantially all of the assets and liabilities of the Prior Adviser.  Following
the close of business on December 31, 1998,  the Prior Adviser  succeeded to the
business  of  Kobrick-Cendant  Funds,  Inc.,  which was formed in October  1997,
pursuant to a reorganization.

(b) The managers and officers of the Investment  Adviser and any other business,
profession,  vocation or employment of a  substantial  nature  engaged in at any
time during the past two years:

     (i)  Frederick R. Kobrick - President  and Chief  Executive  Officer of the
Investment  Adviser  and its  predecessors  and  President  and  Trustee  of the
Registrant  since  October  1997 He is also  currently  a  principal  in certain
private investment partnerships.

     (ii)  Richard A.  Goldman - Chief  Operating  Officer  and a Manager of the
Investment Adviser and Secretary of the Registrant since October 1997.

     (iii) Sherri A. Brown - Chief Financial Officer of the Investment Adviser
since June 1999 and Treasurer of the Registrant since October 1999; Director of
Accounting at Vinik Asset Management Co. from November 1996 to June 1999.

     (iv) Sherry A. Umberfield - Manager of the Investment Adviser since July
1999. Executive Vice President, Corporate Development, Nvest Companies, L.P.
since December 1997; Executive Vice President CDCAM North America, LLC since
October 2000; Executive Vice President, Corporate Development,

<PAGE>

Nvest, L.P. from September 1993 to October 2000; and Executive Vice President,
Corporate Development, Nvest Corporation from September 1993 to October 2000.

     (v) Jeffrey  Plunkett - Manager of the Investment  Adviser since June 2000.
Executive Vice  President and General  Counsel,  CDCAM North America,  LLC since
October 2000; Vice President, General Counsel and Secretary, CDCAM North America
Corporation  since October 2000;  Executive Vice President and General  Counsel,
Nvest  Companies  L.P.  since March 2000;  Executive  Vice President and General
Counsel,  Nvest, L.P. from March 2000 to October 2000; Senior Vice President and
Associate  General Counsel,  Nvest, L.P. from October 1996 to March 2000; Senior
Vice President and Associate General Counsel, Nvest Companies, L.P. from October
1996 to  March  2000;  Executive  Vice  President  and  General  Counsel,  Nvest
Corporation  from March 2000 to October  2000;  and Senior  Vice  President  and
Associate General Counsel, Nvest Corporation from October 1996 to March 2000.

Item 27. Principal Underwriters.

(a) Nvest Funds Distributor, L.P. acts as principal underwriter for the
following investment companies other than the Registrant:

Nvest Funds Trust I
Nvest Funds Trust II
Nvest Funds Trust III
Nvest Tax Exempt Money Market Trust
Nvest Cash Management Trust

Nvest Funds Distributor, L.P. is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers. Nvest Funds Distributor, L.P. is located at 399 Boylston
Street, Boston, Massachusetts 02116.

(b) The following is a list of the general partner and officers of the
Registrant's principal underwriter, Nvest Funds Distributor, L.P., and their
addresses are as follows:

<TABLE>
<CAPTION>

                                           Positions and Offices with        Positions and Offices with
Name                                       Principal Underwriter             Registrant
----                                       ---------------------             ----------
<S>                                        <C>                               <C>
Nvest Distribution Corporation             General Partner                   None
John T. Hailer                             Managing Director, President      None
                                           and Chief Executive Officer
                                           Managing Director and Executive   None
                                           Vice President
John E. Pelletier                          Senior Vice President, General    Assistant Secretary
                                           Counsel, Secretary and Clerk

Scott Wennerholm                           Managing Director, Chief          None
                                           Financial Officer, Treasurer
                                           and Senior Vice President
Diane Whelan                               Managing Director and Senior      None
                                           Vice President
Coleen Downs Dinneen                       Vice President, Associate         Assistant Secretary
                                           Counsel, Assistant Secretary
                                           and Assistant Clerk
Raymond K. Girouard                        Senior Vice President,            None
                                           Comptroller and Assistant
                                           Treasurer
Kirk Williamson                            Senior Vice President             None

Frank Maeslli                              Managing Director and Senior      None

<PAGE>
                                           Vice President
Steven DiMaio                              Vice President                    None
Marla McDougall                            Vice President                    None
Kristen Vigneaux                           Vice President, Assistant         None
                                           Secretary and Assistant Clerk

</TABLE>

(c) Not applicable.

Item 28. Location of Accounts and Records.

Accounts,  books and other documents  required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the Rules promulgated  thereunder will
be maintained by the  Registrant at its offices  located at 101 Federal  Street,
Boston,  Massachusetts 02110, the Registrant's  transfer agent and administrator
at 399 Boylston Street,  Boston, MA 02116 and the Registrant's  custodian at 225
Franklin Street, Boston, MA 02110.

Item 29. Management Services Not Discussed in Parts A or B

         Not applicable.

Item 30. Undertakings.

The Registrant undertakes to call a meeting of shareholders,  if requested to do
so by holders of at least 10% of the Fund's outstanding  shares, for the purpose
of voting upon the question of removal of a trustee or trustees and to assist in
communications  with other  shareholders  as  required  by Section  16(c) of the
Investment Company Act of 1940.

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed below on its behalf by the undersigned,  duly authorized,
in the City of Boston  and  Commonwealth  of  Massachusetts,  on the 30th day of
November 2000.

                                                  NVEST KOBRICK INVESTMENT TRUST

                                                  By: /s/ Frederick R. Kobrick
                                                      --------------------------
                                                      Frederick R. Kobrick
                                                      President

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the date indicated.


Signature                        Title                         Date
---------                        -----                         ----

/s/ Frederick R. Kobrick                                       November 30, 2000
------------------------
Frederick R. Kobrick             President and Trustee

/s/ Sherri A. Brown                                            November 30, 2000
------------------------
Sherri A. Brown                  Treasurer

Jay H. Atlas*                                                  November 30, 2000
------------------------
Jay H. Atlas                     Trustee

Samuel L. Hayes, III*                                          November 30, 2000
------------------------
Samuel L. Hayes, III             Trustee

Joseph P. Paster*                                              November 30, 2000
------------------------
Joseph P. Paster                 Trustee


*By: /s/ Frederick R. Kobrick
     ------------------------
     Frederick R. Kobrick
     Attorney-in-fact



<PAGE>


                         NVEST KOBRICK INVESTMENT TRUST

                                  EXHIBIT INDEX
                        EXHIBITS FOR ITEM 23 OF FORM N-1A

EXHIBIT        DESCRIPTION
-------        -----------

(a)(4)         Amendment dated February 1, 2000 to the Master Trust Agreement

(b)(2)         Amendment dated August 21, 2000 to the By-laws

(d)(1)         Investment Advisory Agreement dated October 30, 2000 for
               Kobrick Capital Fund

(d)(2)         Investment Advisory Agreement dated October 30, 2000 for Kobrick
               Emerging Growth Fund

(d)(3)         Investment Advisory Agreement dated October 30, 2000 for Kobrick
               Growth Fund

(e)(2)         Distribution Agreement dated October 30, 2000 for the Kobrick
               Funds

(e)(3)         Form of Selling Agreement

(h)(5)         Form of Amended Fee Schedule to the Transfer Agency and Services
               Agreement

(h)(6)         Letter Agreement dated November 1, 1999 from Kobrick Funds LLC

(h)(7)         Master Securities Loan Agreement dated June 19, 2000 with MS
               Securities Inc.

(h)(8)         Master Securities Loan Agreement dated June 19, 2000 with Morgan
               Stanley & Co., Incorporated

(h)(9)         Supplemental Agreement with MS Securities Inc. and Morgan Stanley
               & Co., Incorporated.

(m)(1)         Class A Service Plan dated November 1, 2999 as amended
               June 5, 2000

(m)(2)         Class B Distribution and Service Plan dated November 1, 2999 as
               amended June 5, 2000

(m)(3)         Class C Distribution and Service Plan dated November 1, 2999 as
               amended June 5, 2000

(n)(1)         Rule 18f-3 Plan dated November 1, 1999 as amended
               November 20, 2000

(p)(1)         Code of Ethics of Nvest Kobrick Investment Trust

(p)(2)         Code of Ethics of Kobrick Funds LLC

(p)(3)         Code of Ethics of Nvest Funds Distributor, L.P.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission