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Kobren Insight Funds · PRE 14A · For 8/12/05

Filed On 8/12/05 3:57pm ET · SEC File 811-07813 · Accession Number 935069-5-2167

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/12/05  Kobren Insight Funds              PRE 14A     8/12/05    1:48                                     935069

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Kobren PRE 14A                                        48    185K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Arrangements Investment Advisory Agreement Kobren Insight Management, Inc Section 15(f) of the 1940 Act Shares
1	1st Page
7	Certain Arrangements
14	Section 15(f) of the 1940 Act
25	Shares
29	Investment Advisory Agreement
36	Kobren Insight Management, Inc

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

 INFORMATION REQUIRED IN A PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant                      |X|                                
Filed by a Party other than the Registrant   |_|                                

Check the appropriate box:                                                      

|X|   Preliminary Proxy Statement                                               
|_|   Confidential, for Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        
|_|   Definitive Proxy Statement                                                
|X|   Definitive Additional Materials                                           
|_|   Soliciting Material Pursuant to Section 240.14a-12                        

KOBREN INSIGHT FUNDS
(FILE NOS. 333-12075; 811-07813)
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):                              
|X|   No fee required.                                                          

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KOBREN INSIGHT FUNDS

                                                             September [ ], 2005

Dear Shareholder:                                                               

   E*TRADE FINANCIAL Corporation ("E*TRADE") has proposed to purchase your
fund's investment adviser, Kobren Insight Management, Inc. ("KIM"). E*TRADE is  
seeking through the acquisition of KIM to bolster its wealth management strategy
by obtaining a U.S. registered investment adviser with an established           
reputation, existing products and in-place management. For KIM, the acquisition 
represents an opportunity to continue to provide its clients with the same      
quality services to which they have become accustomed while becoming part of a  
larger organization with a greater array of products, resources, personnel and  
distribution channels. This transaction will also afford KIM's clients access to
additional systems capabilities and a strengthened capital base.                

    The Board of Trustees of Kobren Insight Funds has called a joint special
shareholder meeting for Kobren Growth Fund and Delphi Value Fund (each, a       
"Fund") to be held on October 19, 2005. The primary purpose of the joint special
meeting is to permit each Fund's shareholders to consider a new investment      
advisory agreement with KIM to take effect after the acquisition, as required by
the U.S. federal securities laws. The terms of the proposed new investment      
advisory agreement between each Fund and KIM are substantially identical to the 
terms of each Fund's current investment advisory agreement, except for the dates
of execution, effectiveness and termination, and the inclusion of escrow        
provisions (which are applicable in the event that the transaction closes prior 
to the approval of the new advisory agreement by the shareholders). The enclosed
proxy statement seeks shareholder approval on this and other proposals.         

 NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF YOUR FUND'S
INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN
YOUR FUND'S PORTFOLIO MANAGER.                                                  

      The Board of Trustees of Kobren Insight Funds has unanimously approved the
proposals and recommends that you vote "FOR" each of these proposals.           

YOUR IMMEDIATE RESPONSE WILL HELP SAVE THE COSTS OF ADDITIONAL      
SOLICITATIONS. EACH FUND VOTES SEPARATELY, SO PLEASE SIGN A PROXY CARD FOR EACH 
FUND INCLUDED IN THIS PACKAGE IF YOU OWN SHARES OF BOTH FUNDS. We look forward  
to your participation, and we thank you for your continued confidence in KIM.   

          Sincerely,

              Eric M. Kobren
                                   President and Chairman of the Board

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KOBREN INSIGHT FUNDS
20 WILLIAM STREET, SUITE 310
 WELLESLEY HILLS, MA 02481
(800) 456-2736

----------

 NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
 TO BE HELD OCTOBER 19, 2005

----------

To the Shareholders of:                                                         

KOBREN GROWTH FUND                                                  
DELPHI VALUE FUND                                                   

    Notice is hereby given that a joint Special Meeting of Shareholders (the
"Meeting") of Kobren Growth Fund and Delphi Value Fund (each, a "Fund" and      
together, the "Funds"), each a series of Kobren Insight Funds, will be held at  
the offices of Kobren Insight Management, Inc., 20 William Street, Suite 310,   
Wellesley Hills, MA 02481 on Wednesday, October 19, 2005 at 10:00 a.m. (Boston  
time):                                                                          

The Meeting will be held for the following purposes:                            

1.   For each Fund, to approve a new investment advisory agreement;             

2.   For Delphi Value Fund, to approve a new investment subadvisory agreement;  

3.   For Delphi Value Fund (retail class only), to approve a new Rule 12b-1     
distribution plan;                                                    

4.   For each Fund, to transact such other business as may properly come before 
the Meeting and any adjournment thereof.                              

 THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE IN FAVOR OF ALL OF THE FOREGOING PROPOSALS.

The Board of Trustees has no knowledge of any other business to be  
transacted at the Meeting. Shareholders of record of each Fund at the close of  
business on August 10, 2005 are entitled to notice of, and to vote at, the      
Meeting and any adjournment thereof.                                            

                                  By Order of the Board of Trustees,

              Eric J. Godes,
         Secretary
September [    ], 2005                                                          

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

 IMPORTANT

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE PROMPTLY         
COMPLETE, DATE AND SIGN THE PROXY CARD FOR THE SHARES HELD BY YOU AND RETURN THE
PROXY IN THE ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE RECORDED. NO POSTAGE IS 
REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES. IF YOU ARE PRESENT AT  
THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.       

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

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KOBREN INSIGHT FUNDS
20 WILLIAM STREET, SUITE 310
 WELLESLEY HILLS, MA 02481
(800) 456-2736

----------

 JOINT PROXY STATEMENT

----------

This joint proxy statement ("Proxy Statement") is being furnished in
connection with the solicitation of proxies by the Board of Trustees (the       
"Trustees" or "Board") of Kobren Insight Funds (the "Trust") to be voted at a   
joint Special Meeting of Shareholders (the "Meeting") of Kobren Growth Fund and 
Delphi Value Fund (each, a "Fund" and together, the "Funds") that will be held  
at the offices of Kobren Insight Management, Inc., 20 William Street, Suite 310,
Wellesley Hills, MA 02481 on Wednesday, October 19, 2005 at 10:00 a.m. (Boston  
time).                                                                          

      The approximate mailing date of this Proxy Statement and accompanying form
of proxy is September [ ], 2005.                                                

    The primary purpose of the Meeting is to permit each Fund's shareholders
to consider proposals ("Proposals") related to the proposed acquisition (the    
"Acquisition") of the Funds' investment adviser ("KIM" or the "Adviser") by     
E*TRADE FINANCIAL Corporation ("E*TRADE"), including approving a New Advisory   
Agreement (defined below) between each Fund and KIM. If a Fund's shareholders   
approve the New Advisory Agreement (Proposal 1) and the Acquisition is          
completed, KIM will remain as the Fund's investment adviser but will be a       
wholly-owned subsidiary of E*TRADE. The vote of shareholders on the New Advisory
Agreement is required under the Investment Company Act of 1940, as amended (the 
"1940 Act"), as a result of E*TRADE's contemplated acquisition of KIM. The New  
Advisory Agreement is substantially identical to each Fund's Current Advisory   
Agreement (defined below), except for the dates of execution, effectiveness and 
termination, and the inclusion of escrow provisions (which are applicable only  
in the event that the Acquisition closes prior to the approval of the New       
Advisory Agreement by the shareholders). AS DESCRIBED BELOW, NONE OF THE        
PROPOSALS REQUESTS AN INCREASE IN THE RATE OF EITHER FUND'S INVESTMENT ADVISORY 
FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN EITHER FUND'S      
PORTFOLIO MANAGER.                                                              

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The following table summarizes each Proposal to be presented at the 
Meeting and the Funds solicited with respect to such Proposal:                  

                                                                · Download Table

------------------------------------------------------------------------------------
PROPOSAL                                            AFFECTED FUNDS                  
------------------------------------------------------------------------------------
                                                                                    
1.  Approval of New Advisory Agreement              Each Fund                       

2.  Approval of New Subadvisory Agreement           Delphi Value Fund               

3.  Approval of New 12b-1 Distribution Plan         Delphi Value Fund (retail class)

     Participating in the Meeting are holders of shares of beneficial interest
(collectively, the "Shares") of each Fund. The Board has fixed the close of     
business on August [ ], 2005 as the record date (the "Record Date") for the     
determination of holders of Shares of each Fund entitled to vote at the Meeting 
and any adjournment thereof. Shareholders of a Fund on the Record Date will be  
entitled to one vote per each Share held with respect to each Proposal submitted
to the shareholders of that Fund, and a fractional vote with respect to         
fractional Shares on each matter as to which such Shares are entitled to vote,  
with no Share having cumulative voting rights.                                  

A copy of the Annual Report (including financial statements) and    
Semi-Annual Report for each Fund for the fiscal year ended December 31, 2004 and
the most recent Semi-Annual Report succeeding the Annual Report was previously  
mailed to each Fund's shareholders. ADDITIONAL COPIES OF EACH FUND'S ANNUAL     
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT) ARE
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE FUNDS, C/O KIM, AT 20      
WILLIAM STREET, WELLESLEY HILLS, MA 02481 OR BY CALLING THE FOLLOWING NUMBER    
TOLL-FREE: (800) 456-2736. The Funds' principal underwriter, Kobren Insight     
Brokerage, Inc. ("KIB"), shares the same address as the Fund and KIM. The       
principal business address of PFPC, Inc., the Funds' administrator, is 4400     
Computer Drive, Westborough, MA 01581.                                          

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PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENT

THE ACQUISITION                                                                 

      The President and sole shareholder of KIM, Mr. Eric M. Kobren, has entered
an agreement (the "Purchase Agreement") with E*TRADE to sell all of the equity  
interests of KIM to E*TRADE (the "Acquisition"). After the completion of the    
Acquisition, KIM will be a wholly-owned subsidiary of E*TRADE.                  

E*TRADE is seeking through the Acquisition to bolster its wealth    
management strategy by obtaining a U.S. registered investment adviser with an   
established reputation, existing products and in-place management. For KIM, the 
Acquisition represents an opportunity to continue to provide its clients with   
the same quality services to which they have become accustomed while becoming   
part of a larger organization with a greater array of products, resources,      
personnel and distribution channels. The Acquisition will also afford KIM's     
clients access to additional systems capabilities and a strengthened capital    
base.                                                                           

    The Acquisition is not expected to result in any material changes to the
business or composition of the senior management or personnel of KIM or the     
manner in which KIM renders advisory services to the Funds. Except as described 
below under "Certain Arrangements," the Purchase Agreement does not contemplate 
any changes, other than changes in the ordinary course of business, in the      
management or operations of KIM relating to the Funds, the personnel managing   
the Funds or in the other service providers (other than the Funds' principal    
underwriter) to or business activities of the Funds. E*TRADE and KIM do not     
anticipate that the Acquisition or any ancillary transactions will cause any    
reduction in the quality of services now provided by KIM to the Funds or will   
have any adverse effect on KIM's ability to fulfill its obligations under the   
New Advisory Agreement. Upon consummation of the Acquisition, KIM expects to    
operate its business in a manner consistent with its past practices.            

THE TERMS OF THE PURCHASE AGREEMENT                                             

   The Acquisition is expected to close during the fourth quarter of 2005,
provided that a number of conditions set forth in the Purchase Agreement are met
or waived. The conditions require, among other things, that as of the closing of
the Acquisition the shareholders of the Funds and investors in certain accounts 
advised by KIM (representing in the aggregate an agreed upon percentage of KIM's
net revenues) have approved new investment advisory agreements or consented to  
the assignment of their existing investment advisory agreements. In             
consideration for all of the outstanding equity interests in KIM to be          
transferred to E*TRADE, E*TRADE will pay a combination of cash and stock,       
subject to certain purchase price adjustments, as set forth in the Purchase     
Agreement. The initial purchase price is subject to certain adjustments based   
on, among other things, the amount of revenues generated by assets under        
management of KIM at specified times.                                           

CERTAIN ARRANGEMENTS                                                            

   Prior to the closing of the Acquisition, the current composition of the
Board will change. Michael P. Castellano and Robert I. Goldfarb will resign.    
This change to the Board's composition is being implemented in response to final
rules promulgated by the Securities and Exchange Commission ("SEC"), which      
require, among other things, that 75% of the members of the Board be comprised  
of Trustees who are not "interested persons" (as defined in the 1940 Act,       
"Independent Trustees"). The change to the Board's composition is also being    
implemented to comply with the requirements under Section 15(f) under the 1940  
Act. See "Section 15(f) of the 1940 Act" below for a more detailed explanation. 
See also Annex A to this Proxy Statement for a description of the current Board 
members.                                                                        

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    In addition, Mr. Eric M. Kobren has entered into an employment agreement
in connection with the Acquisition. The employment agreement is intended to     
ensure that Mr. Kobren will continue to manage KIM (and therefore, Kobren Growth
Fund) for a term of at least 2.5 years. The Purchase Agreement also prohibits   
Mr. Kobren from competing with KIM in various ways for a certain time period    
after the termination of employment. Although there can be no assurance that Mr.
Kobren will choose to remain employed by KIM after the Acquisition, KIM expects 
to continue after the Acquisition to provide competitive compensation and       
benefit packages and other incentives necessary to retain and attract quality   
personnel.                                                                      

  Finally, upon consummation of the Acquisition, KIB will be replaced by
E*TRADE Securities, LLC, a registered broker-dealer and subsidiary of E*TRADE as
the Funds' principal underwriter. Shares of the Funds will be distributed by    
E*TRADE Securities, LLC. The Board, including all of the Independent Trustees,  
approved E*TRADE Securities, LLC as the Trust's principal underwriter (effective
upon the closing of the Acquisition) at a meeting held in person on August 11,  
2005. The Board considered that E*TRADE Securities, LLC's current distribution  
channels and overall potential growth were greater than those of KIB. As a      
result, the Board determined that E*TRADE Securities, LLC's distribution network
could benefit the Funds and their shareholders by increasing each Fund's assets 
under management and providing potential economies of scale. E*TRADE Securities,
LLC's distribution channels was one of the many positive factors that Mr. Kobren
weighed when entering into the Purchase Agreement with E*TRADE Securities, LLC. 

INFORMATION CONCERNING KIM                                                      

   KIM is a registered investment adviser and was established in 1987. KIM
has historically used mutual funds, rather than individual securities, as the   
primary investment vehicle for managing its client accounts. KIM has extensive  
experience managing mutual fund portfolios for high net worth individuals and   
corporations with minimum $500,000 account sizes. As of June 30, 2005, KIM      
managed approximately 850 client accounts with assets totaling approximately    
$1.121 billion, including the Funds. Mr. Kobren is the sole stockholder of KIM  
and of the Funds' current principal underwriter, KIB. He and/or his family are  
also the principal shareholders of Mutual Fund Investors Association, Inc., the 
publisher of Fidelity Insight and Fundsnet Insight Reports. Mr. Kobren also     
currently serves as the Trust's President and Chairman of the Board. Annex A to 
this Proxy Statement lists the name, address and principal occupation of (i)    
principal executive officer and each director of KIM, and (ii) each Trustee and 
each officer of the Trust who is an employee of KIM.                            

    After completion of the Acquisition, KIM will be a wholly-owned indirect
subsidiary of E*TRADE. Mr. Kobren will continue to serve as KIM's President and 
Chief Investment Officer, subject to the terms of his employment agreement.     

INFORMATION CONCERNING E*TRADE                                                  

     E*TRADE, a global financial services holding company headquartered in New
York, New York, provides an integrated offering of diversified financial        
services and solutions to retail and institutional customers. E*TRADE currently 
offers branded web sites in 14 countries and serves approximately 2.7 million   
households and approximately 3.6 million customer accounts worldwide. E*TRADE's 
customer assets total approximately $100 billion.                               

Building on a foundation of providing online investment products and
services, E*TRADE has expanded to provide retail customers with an integrated   
and personalized suite of investing, banking, lending, planning and advice      
services. In the United States, E*TRADE also offers corporate services,         
including employee stock plan administration, as well as market-making services 
to brokerage firms. In addition, E*TRADE provides global institutional customers
with a range of securities brokerage products and services, including           
institutional trading.                                                          

  E*TRADE became a public company in August 1996. E*TRADE's common stock
trades on the New York Stock Exchange under the symbol "ET." E*TRADE's options  
trade on the Chicago Board Options Exchange and the American Stock Exchange     
under the option root symbol "ET." On its web site, E*TRADE offers four         
proprietary index funds and a mutual fund supermarket where investors have over 
6,000 mututal funds to choose from, including a wide selection of bond, stock   
and sector funds. E*TRADE, through its investment advisory affiliates, also     
offers advice and wealth management services to retail and institutional        
customers.                                                                      

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EFFECT OF THE ACQUISITION ON THE CURRENT ADVISORY AGREEMENTS                    

Consummation of the Acquisition will constitute an "assignment" (as 
defined in the 1940 Act) of the investment advisory agreement currently in      
effect between each Fund and KIM (the "Current Advisory Agreements"). As        
required by the 1940 Act, each Current Advisory Agreement provides for its      
automatic termination in the event of an assignment. Accordingly, the Current   
Advisory Agreements will terminate upon consummation of the Acquisition.        

  In anticipation of the Acquisition and in order for KIM to continue to
serve as each Fund's investment adviser after consummation of the Acquisition, a
new investment advisory agreement (the "New Advisory Agreement") between each   
Fund and KIM (i) was unanimously approved by the Trustees, including the        
Independent Trustees at a meeting held in person on August 11, 2005 and (ii)    
must be approved by vote of the holders of "a majority of the outstanding voting
securities" (within the meaning of the 1940 Act and as defined below as a "1940 
Act Majority Vote") of such Fund.                                               

TERMS OF THE CURRENT AND NEW ADVISORY AGREEMENTS                                

     The continuance of each Fund's Current Advisory Agreement and approval of
each Fund's New Advisory Agreement were last approved by the Trustees, including
the Independent Trustees, unanimously voting in person at a meeting called for  
that purpose on May 3, 2005 and August 11, 2005, respectively. Each Fund's      
Current Advisory Agreement, dated November 15, 1995, as amended from time to    
time, was last approved by KIM, as the sole shareholder, by written consent     
dated November 8, 1996, for Kobren Growth Fund, and by written consent dated    
December 10, 1998, for Delphi Value Fund.                                       

      The terms of each Fund's proposed New Advisory Agreement are substantially
identical to the terms of each Fund's Current Advisory Agreement, except for the
dates of execution, effectiveness and termination, and the inclusion of escrow  
provisions (which are applicable only in the event that the Acquisition closes  
prior to the approval of the New Advisory Agreement by the shareholders). All   
the terms described below with respect to the New Advisory Agreements were      
contained in the Current Advisory Agreements. The following summary of the New  
Advisory Agreement is qualified by reference to the form of New Advisory        
Agreement attached to this Proxy Statement as Annex B.                          

     THE RATE AT WHICH EACH FUND'S ADVISORY FEES ARE PAID WILL NOT INCREASE AS
A RESULT OF THE APPROVAL OF THIS PROPOSAL. The investment advisory fee, as a    
percentage of net assets payable by each Fund, will be the same under each New  
Advisory Agreement as under the Current Advisory Agreement (such rates are set  
forth below). If each New Advisory Agreement had been in effect for each Fund's 
most recently completed fiscal year, the amount of advisory fees payable to KIM 
by each Fund would have been identical to those payable under each Current      
Advisory Agreement.                                                             

   The New and Current Advisory Agreement provides that KIM will provide a
continuous investment program for each Fund's assets entrusted to it for        
portfolio management purposes, including investment research and management with
respect to all securities, investments, cash and cash equivalents in the Funds  
consistent with each Fund's investment objectives and policies. KIM will        
determine from time to time what securities to purchase for the Fund, what      
securities to be held or sold by the Fund and what portion of the Fund's assets 
to be held uninvested as cash. The New and Current Advisory Agreements provide  
that KIM pays the compensation and expenses of all of its personnel and may     
consult with other persons as may be necessary to render the services required  
to be provided by KIM or furnished to the Funds pursuant to the terms of such   
Agreements. KIM will bear the cost of rendering the                             

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services to be performed by it under the New and Current Advisory Agreements,   
and provides the Funds with office space, facilities, equipment, clerical help, 
and other personnel and services, as the Funds shall reasonably require in the  
conduct of its business. KIM has retained Delphi Management, Inc. ("Delphi") to 
be the subadviser to Delphi Value Fund. See Proposal 2 for a detailed           
explanation of Delphi's duties with respect to the management of Delphi Value   
Fund.                                                                           

Each Fund is responsible for the following expenses, including:     
organizational expenses; taxes, interest, brokerage costs and commissions;      
Independent Trustees' fees; SEC fees; state Blue Sky qualification fees; charges
of the administrator, the custodian, any subcustodians, and transfer and        
dividend-paying agents; insurance premiums; auditing, pricing and legal         
expenses; costs of maintenance of the Trust's existence; costs of preparing and 
printing prospectuses and statements of additional information; costs of        
shareholder reports and meetings of the shareholders of the Funds and of the    
officers or Board of Trustees of the Trust; membership fees in trade            
associations; litigation, indemnification and other extraordinary or            
non-recurring expenses.                                                         

  Each New and Current Advisory Agreement provides that KIM shall not be
liable for any error of judgment, mistake of law or for any other loss suffered 
by the Trust in connection with its performance under the Agreements, except a  
loss resulting from a breach of fiduciary duty with respect to the receipt of   
compensation for services or a loss resulting from willful misfeasance, bad     
faith or gross negligence on the part of KIM in the performance of its duties or
from reckless disregard by it of its obligation and duties under the Agreements.

    KIM's activities with respect to the Funds are subject to the review and
supervision of the Board, to which KIM renders periodic reports with respect to 
each Fund's investment activities. If approved by shareholders at the Meeting,  
the New Advisory Agreement would take effect upon the later to occur of (i) the 
obtaining of shareholder approval or (ii) the closing of the Acquisition. The   
New Advisory Agreement would continue in effect for an initial period of two    
years after its effectiveness and would continue in effect thereafter for       
successive one year periods as long as each such continuance is approved in     
accordance with the requirements of the 1940 Act. The New Advisory Agreement may
be terminated at any time, without the payment of any penalty, by the Board or  
by at least a 1940 Act Majority Vote (as defined below) of the Shares of the    
relevant Fund, or by KIM, upon not more than 60 days' written notice, and       
automatically terminates in the event of its assignment.                        

      For its investment advisory services under the New Advisory Agreement, KIM
is entitled to receive an annual fee, payable monthly, which varies in          
accordance with the average daily net assets of the Funds under the management  
of KIM. The advisory fee is accrued daily and will be prorated if KIM shall not 
have acted as a Fund's investment adviser during any entire monthly period.     

      The annual fee rates under the Current and New Advisory Agreements and the
advisory fees paid to KIM with respect to each Fund are as follows:             

                                                                · Download Table

----------------------------------------------------------------------------------
                       ANNUAL ADVISORY FEE RATE      ADVISORY FEES PAID TO KIM    
                         (as a percentage of      FOR THE MOST RECENT FISCAL YEAR 
FUND                  average daily net assets)       ENDED DECEMBER 31, 2004     
----------------------------------------------------------------------------------
                                                                                  
Kobren Growth Fund              0.75%                      $   325,634*           
----------------------------------------------------------------------------------

Delphi Value Fund               1.00%                      $ 1,134,089**          
----------------------------------------------------------------------------------

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* KIM has voluntarily agreed to reimburse Kobren Growth Fund to the extent      
necessary to maintain the Fund's operating expenses (excluding investment       
advisory fees, brokerage commissions, taxes, interest and litigation,           
indemnification and other extraordinary expenses) at 0.25% annually of the      
Fund's average daily net assets. This voluntary expense cap may be revoked at   
any time at the discretion of KIM. For the fiscal year ended December 31, 2004, 
KIM waived fees and reimbursed expenses for Kobren Growth Fund in the amounts of
$86,045. Had those fees not been waived or reimbursed, KIM would have earned    
gross advisory fees for such period in the amount of $411,679.                  

** KIM has voluntarily agreed to cap Delphi Value Fund's total annual operating 
expenses of the retail class at no more than 1.75% annually of the Fund's       
average daily net assets and of the institutional class at no more than 1.50%.  
This cap does not apply to brokerage commissions, taxes, interest and           
litigation, indemnification and other extraordinary expenses. This voluntary    
expense cap arrangement may be revoked at any time at the discretion of KIM. The
retail class of the Fund will pay a portion of the fees associated with         
participation in various network programs. Since the Fund's total expenses were 
less than the voluntary expense caps, KIM did not waive or reimburse any fees   
for the periods shown above.                                                    

  KIM is responsible for decisions to buy and sell securities for Kobren
Growth Fund. Under the supervision of KIM and the Board, Delphi is responsible  
for decisions to buy and sell securities for Delphi Value Fund as the Fund's    
subadviser. KIM and Delphi are also referred to herein individually as the      
"Adviser" or together as the "Advisers." The Adviser is also responsible for    
placement of the Fund's portfolio business and negotiation of commissions, if   
any, paid on these transactions.                                                

      For the most recent fiscal year ended December 31, 2004, neither Fund paid
any brokerage commissions to any affiliate.                                     

FACTORS CONSIDERED BY THE BOARD IN APPROVING THE NEW ADVISORY AGREEMENTS.       

 The 1940 Act requires that each Fund's advisory agreement be approved
annually by both the Board and a majority of the Independent Trustees voting    
separately. At meetings held on May 3, 2005 and August 11, 2005, the Trustees   
determined that the terms of the Current and New Advisory Agreements were fair  
and reasonable. At the August 11, 2005 meeting, the Trustees determined that the
approval of the New Advisory Agreements would enable each Fund to continue to   
receive quality investment advisory services at a cost deemed reasonable and in 
the best interests of each Fund and its shareholders. In making such            
determinations, the Independent Trustees relied upon the assistance of Wilmer   
Cutler Pickering Hale and Dorr LLP, counsel to the Trust (that also serves as   
counsel to KIM and MR. Kobren), but did not engage their own separate counsel,  
and the Independent Trustees met in a separate executive session with no        
personnel of KIM, Delphi, or E*TRADE present.                                   

 In meetings specifically addressed to renewal of the Current Advisory
Agreements and the approval of the New Advisory Agreements held during the      
course of the year, the Trustees, including the Independent Trustees, received  
materials relating to KIM's investment and management services under the Current
and New Advisory Agreements. These materials included (i) information on the    
investment performance of each Fund, a peer group of funds and an index, (ii)   
sales and redemption data with respect to each Fund, (iii) the general          
investment outlook in the markets in which each Fund invests, (iv) arrangements 
in respect of the distribution of each Fund's shares, (v) the procedures        
employed to determine the value of each of each Fund's assets, and (vi) the     
record of compliance with each Fund's investment policies and restrictions and  
with each Fund's Code of Ethics and the structure and responsibilities of KIM's 
compliance department.                                                          

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 As part of the review of the Current and New Advisory Agreements, the
Independent Trustees requested, reviewed and considered, and KIM provided,      
additional information in order to evaluate the quality of KIM's services and   
the reasonableness of the fee under the Current and New Advisory Agreements.    
Among other items, this information included data or analyses of (1) management 
and other fees incurred by a peer group of funds, (2) expense ratios for each   
Fund and a peer group of funds, (3) investment performance for each Fund and an 
appropriate index and a peer group over various time periods, (4) KIM's         
financial results and condition, including its profitability from services      
performed for each Fund, (5) investment management staffing, and (6) the        
potential for achieving further economies of scale in light of expenses that are
not incurred as fees based on a percentage of net assets.                       

     The following summarizes matters considered by the Trustees in connection
with their approval of the New Advisory Agreements. However, the Trustees did   
not identify any single factor as all-important or controlling, and the summary 
does not detail all the matters that were considered.                           

   COMPLIANCE AND INVESTMENT PERFORMANCE. The Trustees determined that KIM
had policies and systems reasonably designed to achieve compliance with each    
Fund's investment objective and regulatory requirements. The Trustees also      
reviewed each Fund's investment performance, as well as each Fund's performance 
compared to both the performance of a peer group and the results of an index.   
The Trustees concluded that the performance of each Fund, together with other   
factors considered by the Trustees, supported the approval of the New Advisory  
Agreement.                                                                      

KIM'S PERSONNEL AND METHODS. The Trustees reviewed the background of
members of the team responsible for the daily management of each Fund and each  
Fund's investment objective and discipline. The Independent Trustees also have  
had discussions with senior management of KIM responsible for investment        
operations. The Trustees also considered the favorable history, reputation,     
qualifications and background of KIM as well as the qualifications of its       
personnel. The Trustees concluded that KIM has the quality and depth of         
personnel and the well-developed methods essential to performing its duties     
under the New Advisory Agreements.                                              

  NATURE AND QUALITY OF OTHER SERVICES. The Trustees also considered the
nature, quality, cost and extent of the other services provided by KIM's        
affiliate, KIB, under other contracts and its supervision of Delphi as the      
Delphi Value Fund's investment subadviser and of third party service providers  
to the Funds. The Trustees noted the Funds' record of compliance with their     
investment policies and restrictions, and the quality of managerial and         
administrative services provided by KIM in an increasingly regulated industry.  
Based on these considerations, the Trustees concluded that the nature, quality, 
cost and extent of such services are satisfactory and reliable and serve the    
shareholders of each Fund well.                                                 

    MANAGEMENT FEE AND EXPENSES. The Trustees considered KIM's fee under the
New Advisory Agreements relative to the management fees charged by a peer group 
of funds. The Trustees also considered each Fund's expense ratio relative to    
industry averages for the Fund's peer group category and the advisory fees      
charged by KIM to other accounts. The Trustees viewed favorably the current and 
historic willingness of KIM to limit the Funds' total expense ratios. The       
Trustees concluded that, for each Fund, the advisory fee is acceptable based    
upon qualifications, experience, reputation and performance of KIM and the      
moderate overall expense ratio of the Funds given the relatively small size of  
the Funds and the fund complex.                                                 

PROFITABILITY. The Trustees considered the estimated level of KIM's 
profits with respect to the management of each Fund. This consideration included
a review of KIM's methodology in allocating                                     

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certain of its costs to the management of each Fund. The Trustees also          
considered the financial results realized by KIM in connection with the         
operation of each Fund. The Trustees recognized that increased fixed costs,     
particularly legal and audit fees, have a greater impact on smaller fund        
families, such as the Funds, than on larger fund complexes. The Trustees        
concluded that KIM's profits (which are either very small or negative), from    
management of the Funds, including the financial results derived from the Fund, 
are eminently fair to the Funds for the management of each Fund in light of the 
business risks involved.                                                        

ECONOMIES OF SCALE. The Trustees considered whether there have been 
economies of scale in respect of the management of each Fund, whether the Funds 
have appropriately benefited from any economies of scale, and whether there is  
potential for realization of any further economies of scale. The Trustees       
concluded that any perceived and potential economies of scale were not yet a    
relevant consideration given the size of each Fund.                             

 OTHER BENEFITS TO KIM. The Trustees also considered the character and
amount of other direct and incidental benefits received by KIM and its          
affiliates from their association with the Funds, including the brokerage       
commissions received by, and the amount of 12b-1 fees and sales commissions     
retained by, KIB. The Trustees concluded that potential "fall-out" benefits that
KIM may receive, such as greater name recognition, appear to be reasonable, and 
may in some cases benefit the Funds.                                            

 In evaluating the New Advisory Agreements, the Trustees also reviewed
materials furnished by E*TRADE, including information regarding E*TRADE, its    
affiliates, personnel, operations and financial condition. The Trustees also    
reviewed the terms of the Acquisition and its possible effects on the Funds and 
their shareholders. Representatives of KIM discussed with the Trustees the      
anticipated effects of the Acquisition, and, together with a representative of  
E*TRADE, indicated their belief that as a consequence of the proposed           
transaction, the operations of the Funds and the capabilities of KIM to provide 
advisory and other services to the Funds would not be adversely affected and may
be enhanced by the resources of E*TRADE, though there could be no assurance as  
to any particular benefits that may result.                                     

In making their recommendation, the Trustees deemed to be especially
important the experience of KIM's key personnel in portfolio management, the    
arrangements made to secure the continued service of the key personnel in       
portfolio management, the high quality and extent of research and management    
services KIM is expected to continue to provide to the Funds, and the fair and  
reasonable compensation proposed to be paid to KIM by the Funds under the New   
Advisory Agreements and that the rate of such compensation is identical to the  
rate of compensation under the Current Advisory Agreements (which they had      
recently reviewed and approved). The Trustees also specifically considered the  
following as relevant to their recommendations: (1) that the fee and expense    
ratios of the Funds are reasonable given the quality of services expected to be 
provided and are comparable to the fee and expense ratios of similar mutual     
funds; (2) the relative performance of the Funds since commencement of          
operations to comparable mutual funds and unmanaged indices; (3) that the terms 
of the New Advisory Agreement are substantially identical to those of the       
Current Advisory Agreement, except for different execution dates, effective     
dates and termination dates, and the inclusion of escrow provisions (which are  
applicable only in the event that the Acquisition closes prior to the approval  
of the New Advisory Agreement by the shareholders); (4) the favorable history,  
reputation, qualification and background of KIM and E*TRADE, as well as the     
qualifications of their personnel and their respective financial conditions; (5)
the commitment of KIM and E*TRADE to pay the expenses of the Funds in connection
with the Acquisition so that shareholders of the Funds would not have to bear   
such expenses; (6) the possibility of benefits that may be realized by the Funds
as a result of KIM's affiliation with E*TRADE, including any resources of       
E*TRADE that would be available to KIM; and (7) other factors deemed relevant by
the Trustees.                                                                   

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SECTION 15(f) OF THE 1940 ACT                                                   

Section 15(f) of the 1940 Act permits, in the context of a change in
control of an investment adviser to a registered investment company, the receipt
by such investment adviser (or any of its affiliated persons) of any amount or  
benefit in connection with such sale, as long as two conditions are satisfied.  
First, there may not be imposed an "unfair burden" on the investment company as 
a result of the sale of such interest, or any express or implied terms,         
conditions or understandings applicable thereto. The term "unfair burden," as   
defined in the 1940 Act, includes any arrangement during the two-year period    
after the transaction whereby the investment adviser (or predecessor or         
successor adviser), or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the          
investment company or its security holders (other than fees for bona fide       
investment advisory or other services), or from any person in connection with   
the purchase or sale of securities or other property to, from or on behalf of   
the investment company (other than ordinary fees for bona fide principal        
underwriting services).                                                         

   The Board has not been advised by KIM of any circumstances arising from
the Acquisition that might result in the imposition of an "unfair burden" being 
imposed on the Funds. Moreover, E*TRADE has agreed in the Purchase Agreement    
that, upon consummation of the Acquisition, it will take no action which would  
have the effect, directly or indirectly, of violating any of the provisions of  
Section 15(f) of the 1940 Act in respect of the Acquisition. In this regard, the
Purchase Agreement provides that E*TRADE will conduct itself and cause KIM to   
conduct itself so that no "unfair burden" will be imposed on either Fund as a   
result of the transactions contemplated by the Purchase Agreement.              
Notwithstanding the foregoing, KIM may permit a voluntary fee waiver            
unilaterally adopted by it to expire at any time and no assurance can be given  
that voluntary waivers will not be permitted to expire during the two-year      
period. KIM and E*TRADE do not currently intend to change KIM's policies with   
respect to the circumstances under which voluntary fee waivers may be permitted 
to expire.                                                                      

      The second condition of Section 15(f) is that during the three-year period
immediately after a transaction to which Section 15(f) is applicable, at least  
75% of the subject investment company's board of trustees must not be           
"interested persons" (as defined in the 1940 Act) of the investment company's   
investment adviser or predecessor adviser. The composition of each Fund's Board 
will comply with this condition subsequent to the Acquisition.                  

CONCLUSION AND RECOMMENDATION OF THE BOARD                                      

     Based upon a review of all of the above factors, the Board concluded that
the terms of the New Advisory Agreements are fair to, and in the best interest  
of each Fund and the shareholders of each Fund. The Trustees, including the     
Independent Trustees, unanimously recommend that the shareholders of each Fund  
vote to approve the New Advisory Agreements at the Meeting. The effectiveness of
the Trustees' votes is contingent upon the closing of the Acquisition.          

   If the shareholders of a Fund do not approve the New Advisory Agreement
with respect to their Fund and the Acquisition is consummated, the Trustees     
would consider what further action to take consistent with their fiduciary      
duties to the Fund. Such actions may include obtaining for the Fund interim     
investment advisory services at cost or at the current fee rate either from KIM 
or from another advisory organization. Thereafter, the Trustees of such Fund    
would either negotiate a new investment advisory agreement with an advisory     
organization selected by the Trustees or make other appropriate arrangements. In
the event the Acquisition is not consummated, KIM would continue to serve as    
investment adviser of the Funds pursuant to the terms of the Current Advisory   
Agreements.                                                                     

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VOTE REQUIRED                                                                   

   Each New Advisory Agreement must be approved by the vote of at least "a
majority of the outstanding voting securities" of the respective Fund, which is 
defined under the 1940 Act with respect to each Fund as the lesser of (i) 67% or
more of the Shares of the Fund entitled to vote thereon present in person or by 
proxy at the Meeting if the holders of more than 50% of such Fund's outstanding 
Shares are present in person or represented by proxy or (ii) more than 50% of   
such Fund's outstanding Shares entitled to vote thereon (a "1940 Act Majority   
Vote").                                                                         

THE BOARD OF RECOMMENDS THAT SHAREHOLDERS OF EACH FUND
VOTE "FOR" THE APPROVAL OF THE NEW ADVISORY AGREEMENT.

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 PROPOSAL 2: APPROVAL OF A NEW SUBADVISORY AGREEMENT
 FOR DELPHI VALUE FUND

EFFECT OF THE ACQUISITION ON THE CURRENT SUBADVISORY AGREEMENT                  

  Because KIM is a party to the current investment subadvisory agreement
(the "Current Subadvisory Agreement") by and among the Trust, on behalf of      
Delphi Value Fund, KIM and Delphi, consummation of the Acquisition will         
constitute an "assignment" (as defined in the 1940 Act) of the Current          
Subadvisory Agreement. As required by the 1940 Act, the Current Subadvisory     
Agreement provides for its automatic termination in the event of an assignment. 
Accordingly, the Current Subadvisory Agreement will terminate upon consummation 
of the Acquisition.                                                             

In anticipation of the Acquisition of KIM and in order for Delphi to
continue to serve as Delphi Value Fund's investment subadvisor, a new investment
subadvisory agreement (the "New Subadvisory Agreement") by and among Delphi     
Value Fund, KIM and Delphi (i) was unanimously approved by the Trustees,        
including the Independent Trustees, and (ii) must be approved by at least a 1940
Act Majority Vote of the Shares of Delphi Value Fund.                           

TERMS OF THE CURRENT AND NEW SUBADVISORY AGREEMENTS                             

    The continuance of Delphi Value Fund's Current Subadvisory Agreement and
approval of the New Subadvisory Agreement were last approved by the Trustees,   
including the Independent Trustees, unanimously voting in person at meetings    
called for those purposes on May 3, 2005 and August 11, 2005, respectively.     
Delphi Value Fund's Current Subadvisory Agreement, dated November 15, 1998, was 
last approved by KIM, as the sole shareholder, by written consent dated December
10, 1998.                                                                       

     The terms of the New Subadvisory Agreement are substantially identical to
the terms of the Current Subadvisory Agreement, except for the dates of         
execution, effectiveness and termination, and the inclusion of escrow provisions
(which are applicable only in the event that the Acquisition closes prior to the
approval of the New Subadvisory Agreement by the shareholders). All the terms   
described below with respect to the New Subadvisory Agreement were contained in 
the Current Subadvisory Agreement. The following summary of the New Subadvisory 
Agreement is qualified by reference to the form of New Subadvisory Agreement    
attached to this Proxy Statement as Annex C.                                    

   THE RATE AT WHICH DELPHI VALUE FUND'S ADVISORY AND SUBADVISORY FEES ARE
PAID WILL NOT INCREASE AS A RESULT OF THE APPROVAL OF THIS PROPOSAL. Pursuant to
the New Subadvisory Agreement, KIM will continue to pay to Delphi a monthly     
advisory fee, equal on an annual basis to 0.50% of the average daily net assets 
of Delphi Value Fund. The Fund has no responsibility for any fee payable to     
Delphi and pays advisory fees only to KIM. For the fiscal year ended December   
31, 2004, KIM paid Delphi subadvisory fees in the amount of $609,057.           

      Under both the New and the Current Subadvisory Agreements, Delphi provides
Delphi Value Fund and KIM, among other services, with continuing and suitable   
investment advice with respect to investments, consistent with the investment   
policies, objective and restrictions of the Fund. Delphi bears its own costs of 
maintaining the staff and personnel necessary for it to perform its obligations 
under the Agreements, the expenses of office rent, telephone, telecommunications
and other facilities that it is obligated to provide in order to perform the    
services, and any other expense incurred by it in connection with the           
performance of its duties under the Agreements.                                 

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   Both the New and the Current Subadvisory Agreements provide that Delphi
will not be liable for any error of judgment or mistake of law or for any loss  
suffered by the Trust, Delphi Value Fund or KIM in connection with the matters  
to which the Agreements relate, except a loss resulting from willful            
misfeasance, bad faith or gross negligence on Delphi's part in the performance  
of its duties or from reckless disregard by it of its obligations and duties    
under the Agreements.                                                           

   If approved by Delphi Value Fund's shareholders at the Meeting, the New
Subadvisory Agreement would take effect upon the later to occur of (i) the      
obtaining of shareholder approval or (ii) the closing of the Acquisition. The   
New Subadvisory Agreement would continue in effect for an initial period of two 
years after its effectiveness and would continue in effect thereafter for       
successive one year periods as long as each such continuance is approved in     
accordance with the requirements of the 1940 Act. The New Subadvisory Agreement 
may be terminated upon not more than 60 days' notice, without penalty by the    
Trustees, by at least a 1940 Act Majority Vote (as defined above) of the Shares 
of Delphi Value Fund or by KIM or Delphi. In addition, the New Subadvisory      
Agreement terminates automatically in the event of its assignment.              

DELPHI MANAGEMENT, INC.                                                         

   Scott M. Black has been Delphi Value Fund's portfolio manager since the
Fund's inception in 1998. Mr. Black has been the president and controlling      
shareholder of Delphi since 1983. Since 1980, Delphi (and its predecessor firm) 
has limited its management services to institutional investors, including       
pensions, endowments and high net worth individuals. As of December 31, 2004,   
Delphi managed approximately $1.5 billion in assets.                            

FACTORS CONSIDERED BY THE BOARD IN APPROVING THE NEW SUBADVISORY AGREEMENT      

The Independent Trustees determined that the terms of the Current   
Subadvisory Agreement and the New Subadvisory Agreement are fair and reasonable 
and as being in the best interests of Delphi Value Fund. The Independent        
Trustees believe that the Current Subadvisory Agreement and New Subadvisory     
Agreement enable Delphi Value Fund to enjoy high quality investment advisory and
services at costs which they deem appropriate, reasonable and in the best       
interests of the Fund and its shareholders. In making such determinations, the  
Independent Trustees met in separate executive sessions with no personnel of    
KIM, Delphi, or E*TRADE present. The Independent Trustees also relied upon the  
assistance of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Trust   
(that also serves as counsel to KIM and Mr. Kobren), but did not engage their   
own separate counsel.                                                           

In evaluating the Current Subadvisory Agreement and New Subadvisory 
Agreement, the Independent Trustees reviewed and considered materials that they 
requested, as well as other materials that they received regarding Delphi Value 
Fund during the course of the year, and that KIM and Delphi furnished, including
information regarding KIM and Delphi, their affiliates and personnel, operations
and financial condition. These materials are described in Proposal 1.           

 In addition, as part of the review of the Current and New Subadvisory
Agreements, the Independent Trustees considered the additional information and  
materials described in Proposal 1 in order to evaluate the quality of Delphi's  
services and the reasonableness of the fee under the Current and New Subadvisory
Agreements.                                                                     

     The following summarizes matters considered by the Trustees in connection
with their approval of the New Subadvisory Agreement. However, the Trustees did 
not identify any single factor as all-important or controlling, and the summary 
does not detail all the matters that were considered.                           

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      COMPLIANCE AND INVESTMENT PERFORMANCE. The Trustees determined that Delphi
had policies and systems reasonably designed to achieve compliance with Delphi  
Value Fund's investment objective and regulatory requirements. The Trustees also
reviewed Delphi Value Fund's investment performance, as well as Delph Value     
Fund's performance compared to both the performance of a peer group and the     
results of an index. The Trustees concluded that the performance of Delphi Value
Fund, together with other factors considered by the Trustees, supported the     
approval of the New Subadvisory Agreement.                                      

   DELPHI'S PERSONNEL AND METHODS. The Trustees reviewed the background of
members of the team responsible for the daily management of Delphi Value Fund,  
as well as Delphi Value Fund's investment objective and discipline. The         
Independent Trustees also have had discussions with senior management of Delphi 
responsible for investment operations. The Trustees also considered the         
favorable history, reputation, qualifications and background of Delphi as well  
as the qualifications of its personnel. The Trustees noted the Fund's record of 
compliance with its investment policies and restrictions, and the quality of    
managerial services provided by Delphi. The Trustees concluded that Delphi has  
the quality and depth of personnel and the well-developed methods essential to  
performing its duties under the New Subadvisory Agreement.                      

   MANAGEMENT FEE AND EXPENSES. The Trustees considered Delphi's fee under
the New Subadvisory Agreement relative to the management fees charged by a peer 
group of funds. The Trustees also considered the Fund's expense ratio relative  
to industry averages for the Fund's peer group category and the advisory fees   
charged by Delphi to other accounts. The Trustees noted that Delphi's fee for   
the Fund is significantly less than the fee that it generally charges its other 
clients for providing similar services. The Trustees concluded that, the        
subadvisory fee is acceptable based upon the qualifications, experience,        
reputation and performance of Delphi and the moderate overall expense ratio of  
the Fund given the relatively small size of the Fund and the fund complex.      

    PROFITABILITY. The Trustees did not review profitability data for Delphi
because its fees had been negotiated on an arm's-length basis by KIM and that   
the Fund is not directly responsible for paying Delphi's fees.                  

ECONOMIES OF SCALE. The Trustees considered whether there have been 
economies of scale in respect of the management of the Fund, whether the Fund   
had appropriately benefited from any economies of scale, and whether there is   
potential for realization of any further economies of scale. The Trustees       
concluded that any perceived and potential economies of scale were not yet a    
relevant consideration given the size of the Fund and the fund complex.         

   OTHER BENEFITS TO DELPHI. The Trustees also considered other direct and
incidental benefits received by Delphi from its association with the Fund. The  
Trustees concluded that potential "fall-out" benefits that Delphi may receive,  
such as greater name recognition, appear to be reasonable, and may in some cases
benefit the Fund.                                                               

CONCLUSION AND RECOMMENDATION OF THE BOARD                                      

Based upon a review of all of the factors listed above, the Board   
concluded that the terms of the New Subadvisory Agreement are fair to, and in   
the best interest of Delphi Value Fund and its shareholders. The Trustees,      
including the Independent Trustees, unanimously recommend that the shareholders 
of Delphi Value Fund vote to approve the New Subadvisory Agreement at the       
Meeting. The effectiveness of the Trustees' votes is contingent upon the closing
of the Acquisition.                                                             

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VOTE REQUIRED                                                                   

 The New Subadvisory Agreement must be approved by at least a 1940 Act
Majority Vote (as defined above) of the Shares of Delphi Value Fund. If the     
shareholders of Delphi Value Fund do not approve the New Subadvisory Agreement, 
the Trustees would consider what further action to take consistent with their   
fiduciary duties to the Fund. In the event that the Acquisition is not          
consummated, Delphi would continue to serve as the investment subadviser to     
Delphi Value Fund pursuant to the terms of the Current Subadvisory Agreement.   

 THE BOARD RECOMMENDS THAT SHAREHOLDERS OF DELPHI VALUE FUND
 VOTE "FOR" APPROVAL OF THE NEW SUBADVISORY AGREEMENT.

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PROPOSAL 3: ADOPTION OF NEW RULE 12B-1 DISTRIBUTION PLAN
FOR DELPHI VALUE FUND (RETAIL CLASS)

GENERAL                                                                         

Consummation of the Acquisition will constitute an "assignment" (as 
defined in the 1940 Act) of the Delphi Value Fund's current Plan of Distribution
Pursuant to Rule 12b-1 for its retail class (the "Current Distribution Plan").  
As required under Rule 12b-1, the Fund's Current Distribution Plan will         
terminate automatically in the event of its assignment. Accordingly, Delphi     
Value Fund may not continue to participate in its Current Distribution Plan     
unless the Fund's retail class shareholders adopt a new Plan of Distribution    
Pursuant to Rule 12b-1 (the "New Distribution Plan").                           

TERMS OF THE CURRENT AND NEW DISTRIBUTION PLAN                                  

    The continuance of the Current Distribution Plan for the retail class of
the Delphi Value Fund and approval of the New Distribution Plan was last        
approved by the Trustees, including a majority of the Independent Trustees,     
unanimously voting in person at a meeting called for that purpose on May 3, 2005
and August 11, 2005, respectively. Delphi Value Fund's Current Distribution Plan
was adopted by the sole shareholder of the retail class on October 22, 1998.    

    THE RATE AT WHICH FEES ARE PAID UNDER THE NEW DISTRIBUTION PLAN WILL NOT
INCREASE AS A RESULT OF THE APPROVAL OF THIS PROPOSAL. The terms of the New     
Distribution Plan are substantially identical to the terms of the Current       
Distribution Plan, except for the principal underwriter and dates of execution  
and effectiveness. See "Certain Arrangements" in Proposal 1 above for details on
the proposed change in principal underwriter from KIB to E*TRADE Securities,    
LLC. All the terms described below with respect to the New Distribution Plan    
were contained in the Current Distribution Plan. The following summary of the   
New Distribution Plan is qualified by reference to the form of New Distribution 
Plan attached to this Proxy Statement as Annex D.                               

     Pursuant to the New and the Current Distribution Plans, Delphi Value Fund
uses its retail class assets to finance activities relating to the distribution 
of retail class Shares to investors and provision of certain shareholder        
services. Certain categories of such expenditures have been approved by the     
Board of Trustees and include, among other things, compensation to and expenses 
(including overhead and telephone expenses) of account executives and other     
employees of the principal underwriter or of other broker-dealers who engage in 
or support the distribution of Delphi Value Fund's retail class Shares, the     
printing and mailing of prospectuses and other reports for other than existing  
shareholders, advertising and allowances to other broker-dealers. Under the     
Current Distribution Plan, Delphi Value Fund pays KIB a fee calculated at an    
annual rate of 0.25% of the Fund's average daily net assets attributable to     
retail class Shares. The fee is paid to KIB without regard to its expenses and  
is used by KIB to furnish directly or through others services and incentives to 
promote the distribution of Delphi Value Fund's retail class Shares. Under the  
New Distribution Plan, Delphi Value Fund would compensate E*TRADE Securities,   
LLC, rather than KIB, at the same annual rate of 0.25% upon consummation of the 
Acquisition. In accordance with the terms of the New Distribution Plan, E*TRADE 
Securities, LLC would provide the Trust for review by the Trustees a quarterly  
written report of the amounts expended under the New Distribution Plan and the  
purpose for which such expenditures were made. The total amount paid under the  
Current Distribution Plan for the most recent fiscal year ended December 31,    
2004 was $158,768: $762 for printing, $281 for postage; $105,047 for            
distribution services; and $40,334 for marketing.                               

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 Eric Kobren and Scott Black are the principal shareholders of KIM and
Delphi, respectively, and are also "interested" persons of Delphi Value Fund. As
principals, they benefit to the extent that payments under the Distribution Plan
reduce the distribution expenses paid by KIM and Delphi. After the closing of   
the Acquisition, KIM will be indirectly owned by E*TRADE.                       

   The New Distribution Plan may not be amended to increase materially the
amounts to be payable thereunder for distribution services without the approval 
by at least a 1940 Act Majority Vote (as defined above) of the retail class     
Shares of Delphi Value Fund and, in any event, may not be amended in any way    
without the approval of a majority of the Independent Trustees.                 

   If approved by Delphi Value Fund's shareholders at the Meeting, the New
Distribution Plan would take effect upon the later to occur of (i) the obtaining
of shareholder approval or (ii) the closing of the Acquisition. The New         
Distribution Plan will continue in effect from year-to-year as long as each such
continuance is approved annually in accordance with the requirements of the 1940
Act. The New Distribution Plan may be terminated without penalty by a majority  
of the Independent Trustees or by at least a 1940 Act Majority Vote (as defined 
above) of the retail class Shares of Delphi Value Fund. In addition, the New    
Distribution Plan terminates automatically in the event of its assignment.      

   The terms of the New Distribution Plan are intended to comply with Rule
12b-1 under the 1940 Act and with the Conduct Rules of the National Association 
of Securities Dealers, Inc. ("NASD"). The SEC and the NASD may from time to time
propose various amendments to Rule 12b-1 and the Conduct Rules, respectively,   
which may affect the New Distribution Plan. If any amendment of Rule 12b-1 or   
the Conduct Rules is adopted, the Trustees will consider what, if any,          
modification of the New Distribution Plan or related practices may be           
appropriate. Rule 12b-1 requires that the selection and nomination of the       
Trust's Trustees who are not "interested persons" be committed to the discretion
of the Trust's Independent Trustees.                                            

FACTORS CONSIDERED BY THE BOARD IN APPROVING THE NEW DISTRIBUTION PLAN.         

     The continuance of the Current Distribution Plan was last approved by the
Board of Trustees, including the Independent Trustees, unanimously voting in    
person at a meeting called for that purpose on May 3, 2005. At a meeting held on
August 11, 2005, the Board, including the Independent Trustees, unanimously     
voted to approve the New Distribution Plan for Delphi Value Fund's retail class 
and to recommend that the shareholders of Delphi Value Fund vote FOR the        
approval of the New Distribution Plan.                                          

In approving the Current and New Distribution Plans, the Trustees   
identified and considered a number of potential benefits which the Current and  
New Distribution Plans may provide. The Board believes that there is a          
reasonable likelihood that the Current and New Distribution Plans will benefit  
Delphi Value Fund and its future shareholders. Under its terms, the Current and 
New Distribution Plans remain in effect from year to year, provided such        
continuance is approved annually by vote of the Trustees in the manner described
above.                                                                          

     At a meeting held on August 11, 2005, the Board evaluated all information
deemed reasonably necessary to make an informed determination that, in the      
exercise of their reasonable business judgment and in view of their fiduciary   
duties, there was a reasonable likelihood that the adoption of the New          
Distribution Plan would benefit Delphi Value Fund and its shareholders. In      
particular, the Board believes that the amounts spent under the Current         
Distribution Plan have assisted the retail class of the Delphi Value Fund in    
asset growth and portfolio management by reducing the likelihood of net         
redemptions and the negative effects associated therewith, and in competing with
providers for a variety of services. The                                        

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Board believes that the New Distribution Plan may similarly benefit the retail  
class of the Delphi Value Fund.                                                 

    In making its determination, the Board considered that the level of fees
prescribed by the New Distribution Plan is identical to the level prescribed    
under the Current Distribution Plan and that the terms of the New Distribution  
Plan are substantially identical to those of the Current Distribution Plan,     
except for the principal underwriter and the dates of execution and             
effectiveness. The Board also considered other potential benefits to the retail 
class of the Delphi Value Fund of entering into the New Distribution Plan with  
E*TRADE Securities, LLC given E*TRADE Securities, LLC's larger, more extensive  
distribution channels and potential for growth.                                 

CONCLUSION AND RECOMMENDATION OF THE BOARD                                      

    Based upon a review of the above factors, the Board concluded that there
was a reasonable likelihood that the adoption of the New Distribution Plan would
benefit the retail class of the Delphi Value Fund and its retail class          
shareholders. The Trustees, including the Independent Trustees, unanimously     
recommend that the retail class shareholders of Delphi Value Fund vote to adopt 
the New Distribution Plan at the Meeting. The effectiveness of the Trustees'    
votes is contingent upon the closing of the Acquisition.                        

VOTE REQUIRED                                                                   

   To be adopted, the New Distribution Plan must be approved by at least a
1940 Act Majority Vote (as defined above) of the retail class Shares of Delphi  
Value Fund. If the shareholders of the Fund do not adopt that Fund's New        
Distribution Plan, the Trustees would consider what further action to take.     

 THE BOARD RECOMMENDS THAT
THE RETAIL CLASS SHAREHOLDERS OF DELPHI VALUE FUND
 VOTE "FOR" THE ADOPTION OF THE NEW DISTRIBUTION PLAN.

----------

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 PROXIES AND VOTING AT THE MEETING

 A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the instructions marked thereon. As to Proposals for   
which no instructions are given, such proxy will be voted in favor of each      
Proposal. The proxy confers discretionary authority upon the persons named      
therein to vote on other business which may come before the Meeting. The Board  
knows of no other business to be presented at the Meeting. Should other business
properly be brought before the Meeting, it is intended that the accompanying    
proxy will be voted thereon in accordance with the judgment of the persons named
as proxies.                                                                     

 A shareholder may revoke a proxy at any time prior to its exercise by
filing with the Secretary of the Trust at 20 William Street, Suite 310,         
Wellesley Hills, MA 02481 a written notice revoking the proxy or by executing a 
proxy dated subsequent to the date of a previously executed proxy or by the     
Trust's receipt of a subsequent valid internet or telephonic vote. Attendance at
the Meeting will not itself be deemed to revoke a proxy unless the shareholder  
gives affirmative notice at the Meeting that the shareholder intends to revoke  
the proxy and vote in person.                                                   

With respect to Proposal 1, 2 and 3, the "vote of a majority of the 
outstanding voting securities" is required, which is defined under the 1940 Act 
(and as defined in this Proxy Statement as a "1940 Act Majority Vote"), with    
respect to a Fund (or the retail class, in the case of Proposal 3), as the      
lesser of (i) 67% or more of the voting securities of the Fund (or applicable   
class) entitled to vote thereon present in person or by proxy at the Meeting, if
the holders of more than 50% of the outstanding voting securities of the Fund   
(or applicable class) are present in person or represented by proxy or (ii) more
than 50% of the outstanding voting securities of the Fund (or applicable class) 
entitled to vote thereon.                                                       

The holders of a majority of the outstanding Shares of each Fund (or
relevant class) present in person or by proxy shall constitute a quorum for the 
Meeting or any adjournment thereof. In the event that a quorum is not obtained  
with respect to any session of the Meeting, or in the event that there is an    
insufficient number of votes for the approval of a particular Proposal at the   
Meeting for which a quorum is present, an adjournment or adjournments of the    
Meeting for that Fund may be sought by that Board to permit further solicitation
of proxies. Any adjournment would require the affirmative vote of the holders of
a majority of the Shares of the particular Fund present in person or by proxy at
the Meeting (or any adjournment thereof) and entitled to vote on the Proposal   
subject to the adjournment. Any adjourned meeting may be held as adjourned      
without further notice. The persons named as proxies will vote all Shares       
represented by proxies which they are entitled to vote in favor of the Proposal 
in favor of an adjournment and will vote all Shares required to be voted against
the Proposal against an adjournment. A shareholder vote may be taken on one or  
more of the Proposals prior to such adjournment if sufficient votes for its     
approval have been received and it is otherwise appropriate. Such vote will be  
considered final regardless of whether the Meeting is adjourned to permit       
additional solicitation with respect to any other Proposal. A proxy that is     
properly executed by a broker or nominee and returned accompanied by            
instructions to withhold authority to vote represents a broker "non-vote." A    
broker non-vote occurs when a broker or nominee does not receive instructions   
from the beneficial owner or other person entitled to vote on a particular      
matter with respect to which the broker or nominee does not have discretionary  
power. Shares represented by broker non-votes will be considered to be present  
at the Meeting for purposes of determining the existence of a quorum and counted
as an abstention with respect to the Proposals. If no instructions are received 
by the broker or nominee from the shareholder with reference to                 

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routine matters for which the broker or nominee retains the discretion to vote, 
the Shares represented thereby may be considered present for purposes of        
determining the existence of a quorum and, if so determined, will be deemed cast
as a vote with respect to such matters. Also, a properly executed and returned  
proxy marked with an abstention will be considered present at the Meeting for   
purposes of determining a quorum. Although broker non-votes and abstentions do  
not constitute a vote "for" or "against" the matter, they have the effect of a  
"no" vote for purposes of determining whether the Proposals have been approved. 
Proposals 1 through 3 are considered to be routine matters as to which brokers  
may vote without instructions.                                                  

  The Meeting is scheduled as a joint meeting of the Funds' shareholders
because the shareholders of each Fund are expected to consider and vote on      
similar matters. The Board has determined that the use of a joint Proxy         
Statement for the Meeting is in the best interest of the shareholders of each   
Fund. In the event that a shareholder of any Fund present at the Meeting objects
to the holding of a joint meeting and moves for an adjournment of the meeting of
such Fund to a time immediately after the Meeting so that such Fund's meeting   
may be held separately, the persons named as proxies will vote in favor of the  
adjournment. Shareholders of each Fund will vote separately on each Proposal    
relating to their Fund, and an unfavorable vote on a Proposal by the            
shareholders of one Fund will not affect the implementation of such Proposal    
approved by the shareholders of another Fund.                                   

 SHAREHOLDER PROPOSALS

   A Proposal from a shareholder of a Fund intended to be presented at any
shareholder meeting hereafter called must be received by the Secretary of the   
Trust, at 20 William Street, Suite 310, Wellesley Hills, MA 02481, within a     
reasonable time before the solicitation relating thereto is made in order to be 
included in the proxy statement and proxy card related to such meeting. Under   
the Declaration of Trust and the By-Laws of the Trust, meetings of the          
shareholders are required to be held only when necessary under the 1940 Act. It 
is therefore likely that, in future years, shareholder meetings will not be held
on an annual basis. The submission by a shareholder of a Proposal for inclusion 
in a proxy statement does not guarantee that it will be included. Shareholder   
Proposals are subject to certain regulations under the federal securities laws. 

 GENERAL

  It is anticipated that proxy solicitations will be made principally by
mail, although Managing Directors and officers of the Funds and KIM may, without
special compensation, contact shareholders by telephone, facsimile or other     
electronic media. Arrangements have been made with brokers, custodians, nominees
and fiduciaries to send proxy materials to beneficial owners. In addition, KIM  
may retain an outside firm to assist in the solicitation of proxies. E*TRADE    
shall pay 50% the expenses related to the shareholder solicitation of the Funds 
up to a maximum of $50,000. All other costs shall be paid by KIM.               

 SHARE OWNERSHIP

  Only shareholders of record on August 10, 2005 (the "record date") are
entitled to notice of and to vote at the Meeting. As of the record date, the    
following number of Shares, representing the indicated number of votes, of each 
Fund were outstanding.                                                          

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                                                                · Download Table

                                     SHARES                        
                                   OUTSTANDING                     
            FUND                (AUGUST 10, 2005)   NUMBER OF VOTES
------------------------------  -----------------   ---------------
                                                                   
Kobren Growth Fund............        [    ]                       
Delphi Value Fund (total)             [    ]                       
 - Retail Class                       [    ]                       
 - Institutional Class                [    ]                       

     On the record date, August 10, 2005, the following entities / individuals
owned beneficially or of record 5% or more of the outstanding Shares of the     
Funds.                                                                          

                                                                · Download Table

                               NUMBER OF SHARES   NATURE OF                    
     NAME AND ADDRESS               OWNED         OWNERSHIP    PERCENT OF CLASS
-----------------------------  ----------------  ------------  ----------------
                                                                               
KOBREN GROWTH FUND                                                             

[Insert 5% shareholder data]                                                   

Eric Kobren                         [  ]         [Beneficial]      [24.3]%     

DELPHI VALUE FUND                                                              

[Insert 5% shareholder data -                                                  
retail class]                                                                  

Scott Black                         [  ]          Beneficial        [9.5%]     

Eric Kobren                         [  ]          Beneficial        [6.7%]     

[Insert 5% shareholder data -                                                  
institutional class]                                                           

    As of July 31, 2005, the Trustees and officers of the Trust beneficially
owned in the aggregate less than 1% of the outstanding Shares of Kobren Growth  
Fund, except for Eric M. Kobren, who owned 24.3%, which includes Shares         
indirectly beneficially owned as a result of his position as a controlling      
person of certain shareholders, including family members, charitable trusts,    
Mutual Fund Investors Association and KIM.                                      

    As of July 31, 2005, the Trustees and officers of the Trust beneficially
owned in the aggregate less than 1% of the outstanding Shares of Delphi Value   
Fund's institutional class Shares.                                              

    As of July 31, 2005, the Trustees and officers of the Trust beneficially
owned in the aggregate [ ]% of the outstanding Shares of Delphi Value Fund's    
retail class Shares, including Eric Kobren, who owned 6.7% and Edward Bloom, who
owned 0.7%.                                                                     

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METHOD OF SOLICITATION AND EXPENSES                                             

      The cost of preparing, assembling and mailing this Proxy Statement and the
attached notice of special meeting of shareholders and the accompanying proxy   
card will not be borne by the Funds. In addition to soliciting proxies by mail, 
KIM may have one or more of its officers, representatives or compensated        
third-party agents, including [_____________], aid in the solicitation of       
proxies by personal interview, telephone, telegraph, facsimile or electronic    
means and may request brokerage houses and other custodians, nominees and       
fiduciaries to forward proxy soliciting material to the beneficial owners of the
Shares held of record by such persons.                                          

The Funds may also arrange to have votes recorded by telephone, the 
internet or other electronic means. The voting procedures used in connection    
with such voting methods are designed to authenticate shareholders' identities, 
to allow shareholders to authorize the voting of their Shares in accordance with
their instructions and to confirm that their instructions have been properly    
recorded. If these procedures were subject to a successful legal challenge, such
votes would not be counted at the shareholder meeting. The Funds are unaware of 
any such challenge at this time. In the case of telephone voting, shareholders  
would be called at the phone number the Funds' transfer agent has in its records
for their accounts, and would be asked for their Social Security number or other
identifying information. The shareholders would then be given an opportunity to 
authorize proxies to vote their Shares at the Meeting in accordance with their  
instructions. In the case of automated telephone and internet voting,           
shareholders would be required to provide their Social Security number or other 
identifying information and would receive a confirmation of their instructions. 

    Persons holding Shares as nominees will be reimbursed, upon request, for
the reasonable expenses of mailing soliciting materials to the principals of the
accounts.                                                                       

(September [__], 2005)                                              

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 ANNEX A

 INFORMATION REGARDING
THE TRUSTEES OF KOBREN INSIGHT FUNDS
 AND OFFICERS OF KIM

Independent Trustees of Kobren Insight Funds

                                                        · Enlarge/Download Table

                                       TERM OF                                                              
                                     OFFICE AND                                                             
                                      LENGTH OF                                                             
NAME, ADDRESS, AGE AND POSITION(S)      TIME                                                                
           WITH TRUST                 SERVED(1)          PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS        
------------------------------------------------------------------------------------------------------------
                                                                                                            
Edward B. Bloom                        8 years     Chief Financial Officer and Treasurer of International   
c/o 20 William St., Suite 310                      Data Group Inc., a publishing company.                   
Wellesley Hills, MA 02481                                                                                   

Age: 55, Trustee                                                                                            
------------------------------------------------------------------------------------------------------------

Arthur Dubroff                         8 years     Chief Financial Officer of Net2Phone, Inc. a provider of 
c/o 20 William St., Suite 310                      Voice over Internet Protocol telephony services, from    
Wellesley Hills, MA 02481                          November 2002 to present; Chief Financial Officer of     
                                                   Virtual Communities, Inc, a software provider, from July 
Age: 54, Trustee                                   2000 to the present; Consultant for Turnberry Consulting,
                                                   LLC from October 1999 to November 2002.                  
------------------------------------------------------------------------------------------------------------

Robert I. Goldfarb*                    6 years     Vice President and Assistant General Counsel of Andrx    
c/o 20 William St., Suite 310                      Corporation since March 2000; Partner at Hughes Hubbard &
Wellesley Hills, MA 02481                          Reed LLP, a law firm, and associated with the firm from  
                                                   July 1989 through July 2000.                             
Age: 49, Trustee                                                                                            
------------------------------------------------------------------------------------------------------------

Stuart J. Novick                       8 years     Senior Vice President, General Counsel and Secretary of  
c/o 20 William St., Suite 310                      Children's Hospital Boston since April 1997.             
Wellesley Hills, MA 02481                                                                                   

Age: 55, Trustee                                                                                            
------------------------------------------------------------------------------------------------------------

----------                                                                      
(1) Trustees serve for an indefinite term until the earliest of a Trustee's: (i)
removal by a two-thirds vote of the Board of Trustees or shareholders, (ii)     
resignation, (iii) death, (iv) bankruptcy or (v) adjudicated incompetence.      

* Mr. Goldfarb resigned as Trustee effective as of the closing of the           
Acquisition.                                                                    

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 Interested Trustees of Kobren Insight Funds (3)

                                                        · Enlarge/Download Table

                                             TERM OF                                                                
                                            OFFICE AND                                                              
NAME, ADDRESS, AGE AND POSITION(S) WITH     LENGTH OF                                                               
                  TRUST                    TIME SERVED            PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS       
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
Eric M. Kobren                             8 years        President of Mutual Fund Investors Association, Inc.;     
c/o 20 William St., Suite 310                             President of Kobren Insight Management, Inc. and Kobren   
Wellesley Hills, MA 02481                                 Insight Brokerage, Inc. These are a financial publishing  
                                                          company, a registered investment advisory firm and a      
Age: 51, Chairman and President                           registered broker-dealer, respectively. Since 2001,       
                                                          Managing Member of Alumni Capital, LLC, a General Partner 
                                                          to a private investment partnership.                      
--------------------------------------------------------------------------------------------------------------------

Michael P. Castellano *                    8 years        Registered representative of Kobren Insight Brokerage,    
c/o 20 William St., Suite 310                             Inc. From December 1994 to June 1997; Chief Administrative
Wellesley Hills, MA 02481                                 Officer of Kobren Insight Management, Inc.                

Age: 63, Trustee                                                                                                    
--------------------------------------------------------------------------------------------------------------------

 Officer(s) Who Are Not Trustees

                                                        · Enlarge/Download Table

                                             TERM OF                                                                
                                            OFFICE AND                                                              
NAME, ADDRESS, AGE AND POSITION(S) WITH     LENGTH OF                                                               
                  TRUST                    TIME SERVED            PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS       
------------------------------------------------------------------------------------------------------------------  
                                                                                                                    
Eric J. Godes                              8 years        Managing Director of Kobren Insight Management, Inc. and  
c/o 20 William St., Suite 310                             Managing Director and a registered representative of      
Wellesley Hills, MA 02481                                 Kobren Insight Brokerage, Inc. Since 2001, Managing       
                                                          Director of Alumni Capital, LLC, a General Partner to a   
Age: 44, Chief Financial Officer, Vice                    private investment partnership.                           
President, Treasurer, Secretary                                                                                     
--------------------------------------------------------------------------------------------------------------------

As of December 31, 2004, none of the Independent Trustees, not any member of    
their immediate families, except for Edward Bloom, Independent Trustee,         
beneficially owned any securities issued by KIM or any other entity in a control
relationship to KIM or KIB or any person in a control relationship to KIB or    
Delphi. Mr. Bloom beneficially owns interests valued at more than $60,000 in    
Alumni Partners I, L.P., a limited partnership managed by Alumni Capital, LLC,  
which is an affiliate of KIM. Alumni Partners I, L.P. is a collective investment
vehicle. Mr. Kobren is a director and the principal executive officer of KIM.   

---------------------                                                           
(3) "Interested person" of the Trust as defined in the 1940 Act. Messrs. Kobren 
and Castellano are each considered an "interested person" because of their      
affiliation with Kobren Insight Management, Inc. and Kobren Insight Brokerage,  
Inc., which act as the Trust's investment adviser and distributor, respectively.

* Mr. Castellano resigned as Trustee effective as of the closing of the         
Acquisition.                                                                    

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 ANNEX B

 FORM OF NEW ADVISORY AGREEMENTS

 INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of this ___th day of _______, 2005 between Kobren 
Insight Funds, a Massachusetts business trust (the "Trust"), on behalf of its   
series (each, a "Fund" and collectively, the "Funds"), and Kobren Insight       
Management, Inc. (the "Adviser"), registered as an investment adviser under the 
Investment Advisers Act of 1940 (the "Advisers Act").                           

  WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act"); and          

  WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services to the Funds in the management of each Fund's assets, and the 
Adviser is willing to furnish such services for the Trust on the terms          
hereinafter set forth;                                                          

NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:           

1.    Appointment. The Trust hereby appoints the Adviser to act as  
investment adviser to each Fund for the period and on the terms set forth in    
this Agreement. The Adviser accepts such appointment and agrees to furnish the  
services herein set forth for the compensation herein provided. In the event    
that the Trust establishes one or more series other than the Funds with respect 
to which it desires to retain the Adviser to act as investment adviser          
hereunder, it shall notify the Adviser in writing. If the Adviser is willing to 
render such services under this Agreement it shall notify the Trust in writing  
whereupon such series shall become a Fund hereunder and shall be subject to the 
provisions of this Agreement except to the extent that said provisions          
(including those relating to the compensation payable by the Fund to the        
Adviser) are modified with respect to such Fund in writing by the Trust and the 
Adviser at the time.                                                            

 2.    Delivery of Documents. The Trust has furnished the Adviser with
copies, properly certified or authenticated, of each of the following:          

          (a)   The Trust's Declaration of Trust as filed with the Secretary
of the Commonwealth of Massachusetts on September 13, 1996 (such    
     Declaration of Trust, as presently in effect and as it shall from time to
time be amended, is herein called the "Declaration of Trust");      

           (b)   The Trust's By-Laws (such By-Laws, as presently in effect and
as they shall from time to time be amended, are herein called the   
"By-Laws");                                                         

    (c)   Votes of the Trust's Board of Trustees authorizing the
appointment of the Adviser and approving this Agreement;            

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       (d)   The Trust's Registration Statement on Form N-1A under the
     Securities Act of 1933 (the "1933 Act"), and under the 1940 Act, relating
      to shares of beneficial interest of the Trust (herein called the "Shares")
    as filed with the Securities and Exchange Commission (the "SEC") and all
amendments thereto; and                                             

           (e)   The most recent prospectus of the Trust relating to the Funds
(such prospectus together with the related Statement of Additional  
  Information, as presently in effect and all amendments and supplements
thereto, are herein called the "Prospectus").                       

The Trust will furnish the Adviser from time to time with copies of all         
amendments of or supplements to the foregoing, if any.                          

3.    Management. Subject to the supervision of the Trust's Board of
Trustees, the Adviser will provide a continuous investment program for each     
Fund's assets entrusted to it for portfolio management purposes, including      
investment research and management with respect to all securities, investments, 
cash and cash equivalents in the Funds. The Adviser will determine from time to 
time what securities and other investments will be purchased, retained or sold  
with respect to the Funds and will place the daily purchase or sale orders. The 
Adviser will provide the services rendered by it under this Agreement in        
accordance with each Fund's investment objective, policies and restrictions as  
stated in the Prospectus and votes of the Trust's Board of Trustees. The Adviser
agrees that it will supply the Trust and its Board of Trustees with reports and 
statistical data as requested with respect to the securities that each Fund may 
hold or contemplate purchasing.                                                 

4.    Other Covenants. The Adviser agrees that it:                  

          (a)   will comply with all applicable Rules and Regulations of the
     SEC and will, in addition, conduct its activities under this Agreement in
     accordance with regulations of any other Federal and State agencies which
     may now or in the future have jurisdiction over its activities under this
Agreement;                                                          

      (b)   will use its best efforts to seek the best overall terms
    available in executing transactions for the Funds and soliciting brokers
or dealers. In assessing the best overall terms available for any   
transaction, the Adviser shall consider all factors that it deems   
     relevant, including, but not limited to, the breadth of the market in the
      security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the   
     commission, if any, both for the specific transaction and on a continuing
   basis. In evaluating the best overall terms available, and in selecting
   the brokers or dealers to execute a particular transaction, the Adviser
may consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as 
amended) provided to the Funds and/or other accounts over which the 
   Adviser or an affiliate of the Adviser exercises investment discretion.
    The Adviser is authorized to pay to a broker or dealer who provides such
  brokerage and research services a commission for executing a portfolio
 transaction for a Fund which is in excess of the amount of commission
      another broker or dealer would have charged for effecting that transaction
      if, but only if, the Adviser determines in good faith that such commission
is reasonable in relation to the value of the brokerage and research
      services provided by such broker or dealer, viewed in terms of either that
    particular transaction or in terms of all of the accounts over which the
    Adviser or any affiliate of the Adviser exercises investment discretion;

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           (c)   will provide certain executive personnel for the Trust as may
     be mutually agreed upon from time to time with the Board of Trustees, the
     salaries and expenses of such personnel to be borne by the Adviser unless
otherwise mutually agreed upon;                                     

         (d)   will, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as may be 
      necessary to render the services required to be provided by the Adviser or
furnished to the Trust under this Agreement. Without limiting the   
     generality of the foregoing, the staff and personnel of the Adviser shall
      be deemed to include persons employed or otherwise retained by the Adviser
    to furnish statistical and other factual data, advice regarding economic
    factors and trends, information with respect to technical and scientific
  developments, and such other information, advice and assistance as the
Adviser may desire. The Adviser will also provide such additional   
   management and administrative services as may be required in connection
with the business affairs and operations of the Trust beyond those  
furnished by the Trust's administrator;                             

          (e)   will bear the cost of rendering the services to be performed
    by it under this Agreement, and shall provide the Trust with such office
space, facilities, equipment, clerical help, and other personnel and
services as the Trust shall reasonably require in the conduct of its
business.                                                           

5.    Services Not Exclusive. The advisory services furnished by the
Adviser hereunder are not to be deemed exclusive, and the Adviser shall be free 
to furnish similar services to others so long as its services under this        
Agreement are not impaired thereby. To the extent that the purchase or sale of  
securities or other investments of the same issuer may be deemed by the Adviser 
to be suitable for two or more accounts managed by the Adviser, the available   
securities or investments may be allocated in a manner believed by the Adviser  
to be equitable to each account. The Trust recognizes that in some cases this   
procedure may adversely affect the price paid or received by a Fund or the size 
of the position obtainable for or disposed of by that Fund.                     

      6.    Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all records which it         
maintains for the benefit of the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the Trust's  
request. The Adviser further agrees to preserve for the periods prescribed by   
Rule 31a-2 under the 1940 Act the records required to be maintained by it       
pursuant to Rule 31a-1 under the 1940 Act that are not maintained by others on  
behalf of the Trust.                                                            

   7.    Expenses. During the term of this Agreement, the Adviser will pay
all expenses incurred by it in connection with its investment advisory services 
under this Agreement other than the cost of securities, commodities and other   
investments (including brokerage commissions and other transaction charges, if  
any) purchased or sold for a Fund. Each Fund will bear certain other expenses   
incurred in its operation, including: organizational expenses; taxes, interest, 
brokerage costs and commissions; fees of Trustees of the Trust who are not      
officers, directors, or employees of the Adviser, the distributor or            
administrator or any of their affiliates; Securities and Exchange Commission    
fees; state Blue Sky qualification fees; charges of the administrator, the      
custodian, any subcustodians, and transfer and dividend-paying agents; insurance
premiums; auditing, pricing and legal expenses; costs of maintenance of the     
Trust's existence; costs of preparing and printing prospectuses and statements  
of additional information for regulatory purposes and for distribution to       
existing shareholders; costs of shareholders' reports and meetings of the       
shareholders of the Funds and of the officers or Board of Trustees of the Trust;
membership fees in trade associations; litigation, indemnification and other    
extraordinary or non-recurring expenses.                                        

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    8.    Compensation. For the services provided by the Adviser pursuant to
this Agreement, the Trust will pay the Adviser and the Adviser will accept as   
full compensation an investment advisory fee, based upon the average daily net  
assets of each Fund, accrued daily and paid monthly as soon as practicable after
the end of each month, at the annual rate set forth below. If the Adviser shall 
serve for less than the whole of any month, the foregoing compensation shall be 
prorated. The Adviser may, from time to time, waive certain amounts payable     
hereunder or reimburse Fund expenses for such period or periods as the Adviser  
deems to be advisable.                                                          

Kobren Growth Fund                 0.75%    
Delphi Value Fund                  1.00%    

   The fees payable by a Fund to the Adviser under this Agreement shall be
paid into an interest-bearing escrow account at a bank or with the Funds'       
custodian in the event that the holdings of a "majority of the outstanding      
voting securities" (as defined in the 1940 Act) of such Fund have not voted to  
approve this Agreement ("Fund Shareholder Approval") by the date of the closing 
of the acquisition of the Adviser by E*TRADE FINANCIAL Corporation (the         
"Acquisition"). If Fund Shareholder Approval has subsequently been obtained by  
the date that is 150 days after the closing of the Acquisition, the fees paid by
such Fund held in the escrow account (and interest thereon) shall be paid to the
Adviser. If Fund Shareholder Approval has not been obtained by such date, this  
Agreement shall terminate and the fees paid by the relevant Fund into the escrow
account (and interest thereon) shall be paid to such Fund; provided, however,   
that the Adviser shall be entitled to be paid out of the escrow account the     
lesser of (i) any costs incurred in performing its services during the period   
from and after the date of the closing of the Acquisition through the date that 
is 150 days after the closing of the Acquisition and (ii) the total amount in   
the escrow account (plus interest earned).                                      

9.    Reimbursement of the Fund. If in any fiscal year the aggregate
expenses of a Fund (as defined under the securities regulations of any state    
having jurisdiction over the merits of the offering of Fund Shares) exceed the  
expense limitation of any such state, the Adviser will reimburse that Fund for  
such excess expenses. The obligation of the Adviser to reimburse a Fund         
hereunder is limited in any fiscal year to the amount of its fee hereunder for  
such fiscal year, provided, however, that notwithstanding the foregoing, the    
Adviser shall reimburse that Fund for such excess expenses regardless of the    
amount of fees paid to it during such fiscal year to the extent that the        
securities regulations of any state having jurisdiction over the over the merits
of the offering of Fund Shares so requires. Such expense reimbursement, if any, 
will be estimated, reconciled and paid on a monthly basis.                      

10.   Corporate Name. The Trust acknowledges that it uses the name  
"KOBREN" in connection with the Funds and the Trust by consent of the Adviser,  
which consent was given in reliance upon the provisions hereafter contained. The
Trust agrees that if the Adviser should cease to be the investment adviser of   
the Funds, the Trust will, upon written demand of the Adviser, forthwith delete 
from the Funds' name and from the Trust's name the word "KOBREN" or any         
approximation thereof. The Trust further agrees that the Adviser may permit     
other persons, partnerships (general or limited), associations, trusts,         
corporations or other incorporated or unincorporated groups of persons,         
including without limitation any investment company or companies of any type    
which may be initially sponsored or organized by the Adviser in the future, to  
use the word "KOBREN" or any approximation thereof as part of their names. As   
used in this section, "KOBREN" and "Kobren Insight Management, Inc." and        
"Adviser" shall include any successor corporation, partnership, limited         
partnership, trust or person.                                                   

  11.   Limitation of Liability. The Adviser shall not be liable for any
error of judgment, mistake of law or for any other loss whatsoever suffered by  
the Trust in connection with the performance of this Agreement, except a loss   
resulting from a breach of fiduciary duty with respect to the receipt of        
compensation for services or a loss resulting from willful misfeasance, bad     
faith or gross negligence on the part of the Adviser in the performance of its  
duties or from reckless disregard by it of its obligation and duties under this 
Agreement. The Trust and the Adviser agree that the obligations of the Trust    
under this Agreement shall not be binding upon any of the Trustees,             
shareholders, nominees, officers,                                               

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employees or agents, whether past, present or future, of the Trust,             
individually, but are binding only upon the assets and property of the Trust, as
provided in the Declaration of Trust. No Fund shall be liable for the           
obligations incurred by any other Fund hereunder. The execution and delivery of 
this Agreement have been authorized by the Board of Trustees and a majority of  
the holders of each Fund's outstanding voting securities, and signed by an      
authorized officer of the Trust, acting as such, and neither such authorization 
by such Trustees and shareholders nor such execution and delivery by such       
officer shall be deemed to have been made by any of them individually or to     
impose any liability on any of them personally, but shall bind only the assets  
and property of the Trust as provided in the Declaration of Trust.              

      12.   Duration and Termination. This Agreement shall become effective with
respect to a Fund as of the closing date of the Acquisition and, unless sooner  
terminated as provided herein, shall continue in effect until the second        
anniversary of the effective date of this Agreement; provided, however, that if 
Fund Shareholder Approval with respect to a Fund has not been obtained prior to 
the 150th day after the closing of the Acquisition, this Agreement shall        
terminate with respect to that Fund on the 150th day after the closing of the   
Acquisition. Thereafter, this Agreement shall be renewable as to any Fund for   
successive periods of one year each, provided such continuance is specifically  
approved annually:                                                              

       (a)   by the vote of a majority of those members of the Trust's
  Board of Trustees who are not interested persons of any such party (as
     that term is defined in the 1940 Act), cast in person at a meeting called
for the purpose of voting on such approval; and                     

          (b)   by the Trust's Board of Trustees or by vote of a majority of
      the outstanding voting securities of such Fund; provided, however, that if
      the holders of any one Fund fail to approve the Agreement, the Adviser may
      continue to act as investment manager of the Fund(s) which did approve the
 Agreement, and may continue to act as investment manager for the Fund
  which did not approve the Agreement until new arrangements are made by
such Fund.                                                          

   Notwithstanding the foregoing, this Agreement may be terminated as to a
Fund at any time, without the payment of any penalty, by the Trust (by vote of  
the Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Fund), or by the Adviser, in each case, on sixty days' prior  
written notice. This Agreement will immediately terminate in the event of its   
assignment; provided, however, that if Fund Shareholder Approval with respect to
a Fund has not been obtained prior to the closing of the Acquisition, this      
Agreement may be terminated with respect to that Fund by any of the foregoing   
persons in the manner so provided on ten days' prior written notice. (As used in
this Agreement, the terms "majority of the outstanding voting securities,"      
"interested persons" and "assignment" shall have the same meanings as such terms
have in the 1940 Act.)                                                          

      13.   Amendment of Agreement. This Agreement may be amended as to any Fund
by mutual written consent, but the consent of the Trust must be approved (a) by 
vote of a majority of those members of the Board of Trustees of the Trust who   
are not parties to this Agreement or interested persons of any such party, cast 
in person at a meeting called for the purpose of voting on such amendment, and  
(b) if required by the 1940 Act, by vote of a majority of the outstanding voting
securities of that Fund. However, the provisions of this Section 13 shall not   
restrict or limit the Adviser's ability to waive its fees or reimburse any      
Fund's expenses in accordance with Section 8 of this Agreement.                 

14.   Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the        
provisions hereof or otherwise affect their construction or effect. If any      
provision of this Agreement shall be held or made invalid by a court decision,  
statute, rule or otherwise, the remainder of this Agreement shall not be        
affected thereby. This Agreement shall be binding upon, and shall inure to the  
benefit of, the parties hereto and their respective successors and shall        

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be governed by the laws of the Commonwealth of Massachusetts. This Agreement may
be executed in one or more counterparts, all of which taken together shall be   
deemed one original.                                                            

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ATTEST:                                 KOBREN INSIGHT FUNDS                    

By: _____________________________       By: _____________________________       
Name:                                   Name: Eric Godes                
Title:                                  Title: V.P., Secretary          

ATTEST:                                  KOBREN INSIGHT MANAGEMENT, INC.        

By: _____________________________       By: _____________________________       
Name:                                   Name: Eric M. Kobren            
Title:                                  Title: President                

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 ANNEX C

 FORM OF NEW SUBADVISORY AGREEMENT

 KOBREN INSIGHT MANAGEMENT, INC.
20 William Street, Suite 310
 P.O. Box 9150
 Wellesley Hills, MA 02181

                                                                    [    ], 2005

Kobren Insight Funds, on behalf of                                              
Delphi Value Fund                                                               
20 William Street, Suite 310                                                    
P.O. Box 9150                                                                   
Wellesley Hills, MA 02481                                                       

Delphi Management, Inc.                                                         
50 Rowes Wharf                                                                  
Boston, MA 02111                                                                

Subadvisory Agreement                                                           

Dear Sirs:                                                                      

Kobren Insight Funds (the "trust"), of which Delphi Value Fund (the 
"fund") is a series, has been organized as a business trust under the laws of   
the Commonwealth of Massachusetts to engage in the business of an investment    
company. The trust's shares of beneficial interest are currently divided into   
two series (including the fund), each series representing the entire undivided  
interest in a separate portfolio of assets.                                     

   The board of trustees of the trust (the "trustees") has selected Kobren
Insight Management, Inc. (the "adviser") to provide overall investment advice   
and management for the fund, and to provide certain other services, under the   
terms and conditions provided in the investment advisory agreement, dated as of 
the date hereof, between the trust, on behalf of the fund, and the adviser (the 
"investment advisory agreement").                                               

   The adviser and the trustees have selected Delphi Management, Inc. (the
"subadviser") to provide the adviser and the fund with the advice and services  
set forth below, and the subadviser is willing to provide such advice and       
services, subject to the review of the trustees and overall supervision of the  
adviser, under the terms and conditions hereinafter set forth. The subadviser   
hereby represents and warrants that it is registered as an investment adviser   
under the Investment Advisers Act of 1940, as amended (the "Advisers Act").     
Accordingly, the trust, on behalf of the fund, and the adviser agree with the   
subadviser as follows:                                                          

1.    DELIVERY OF DOCUMENTS. The trust has furnished the subadviser with copies,
properly certified or otherwise authenticated, of each of the following:        

(a)   agreement and declaration of trust of the trust, dated September 13, 1996,
as amended to date (the                                                         

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"declaration of trust");                                                        

(b)   by-laws of the trust as in effect on the date hereof;                     

(c)   votes taken at the board meeting whereby the trustees selected the        
subadviser as the investment subadviser to the fund and approved this           
subadvisory agreement (the "agreement") and the votes taken at the shareholder  
meeting of the fund approving the investment subadvisory agreement;             

(d)   votes taken at the board meeting whereby the trustees selecting the       
adviser as investment adviser to the fund and approving the investment advisory 
agreement and the votes taken at the shareholder of the fund approving the      
investment advisory agreement;                                                  

(e)   the adviser's investment advisory agreement;                              

(f)   the fund's prospectus and statement of additional information; and        

(g)   the trust's code of ethics.                                               

The adviser will furnish the subadviser from time to time with copies, properly 
certified or otherwise authenticated, of all amendments of or supplements to the
foregoing, if any.                                                              

2.    INVESTMENT SERVICES. The subadviser will use its best efforts to provide  
to the fund continuing and suitable investment advice with respect to           
investments, consistent with the investment policies, objectives and            
restrictions of the fund as set forth in the fund's prospectus and statement of 
additional information. In the performance of the subadviser's duties hereunder,
subject always to the provisions contained in the documents delivered to the    
subadviser pursuant to Section 1 above, as from time to time amended or         
supplemented, the subadviser will, at its own expense:                          

(a)   furnish the adviser and the fund with advice and recommendations,         
consistent with the investment policies, objectives and restrictions of the fund
as set forth above, with respect to the purchase, holding and disposition of    
portfolio securities and other permitted investments;                           

(b)   furnish the adviser and the fund with advice in connection with policy    
decisions to be made by the board of trustees or any committee thereof about the
fund's investments and, as requested, furnish the fund with research, economic  
and statistical data in connection with the fund's investments and investment   
policies;                                                                       

(c)   submit such reports relating to the valuation of the fund's securities    
as the adviser may reasonably request;                                          

(d)   subject to prior consultation with the adviser, assist the fund in any    
negotiations relating to the fund's investments with issuers, investment banking
firms, securities brokers or dealers and other institutions or investors;       

(e)   consistent with the provisions of Section 7 of this agreement, place      
orders for the purchase, sale or exchange of portfolio securities for the fund's
account with brokers or dealers selected by the adviser or the subadviser,      
provided that in connection with the placing of such orders and the selection of
such brokers or dealers the subadviser will seek to obtain best price and       
execution, except as otherwise provided in the prospectus and statement of      
additional information of the fund;                                             

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(f)   from time to time or at any time requested by the adviser or the          
trustees, make reports to the adviser or the trustees, as requested, of the     
subadviser's performance of the foregoing services;                             

(g)   subject to the supervision of the adviser, maintain and preserve the      
records required by the Investment Company Act of 1940 (the "1940 Act") to be   
maintained by the subadviser (the subadviser agrees that such records are the   
property of the trust and copies will be surrendered to the trust promptly upon 
request therefor);                                                              

(h)   give instructions to the custodian (including any sub-custodian) of the   
fund as to deliveries of securities to and from such custodian and payments of  
cash for the account of the fund, and advise the adviser on the same day such   
instructions are given;                                                         

(i)   cooperate generally with the fund and the adviser to provide              
information necessary for the preparation of registration statements and        
periodic reports to be filed with the Securities and Exchange Commission,       
including Form N-l A, semi-annual reports on Form N-CSR, periodic statements,   
shareholder communications and proxy materials furnished to holders of shares of
the fund, filings with states and with United States agencies responsible for   
tax matters, and other reports and filings of like nature.                      

In the performance of its duties hereunder, the subadviser is and will be an    
independent contractor and unless otherwise expressly provided or authorized    
will have no authority to act for or represent the fund or trust in any way or  
otherwise be deemed to be an agent of the fund, the trust or of the adviser.    

3.    EXPENSES PAID BY THE SUBADVISER. The subadviser will pay the cost of      
maintaining the staff and personnel necessary for it to perform its obligations 
under this agreement, the expenses of office rent, telephone, telecommunications
and other facilities that it is obligated to provide in order to perform the    
services specified in Section 2, and any other expenses incurred by it in       
connection with the performance of its duties hereunder.                        

4.    COMPENSATION OF THE SUBADVISER. The adviser will pay the subadviser, as   
compensation for services and expenses assumed hereunder, a monthly fee as set  
forth in Schedule A. Subadvisory fees for each month payable hereunder will be  
computed daily and paid promptly after the adviser's actual receipt of advisory 
fees for that month. If this agreement is effective subsequent to the first day 
of the month, or if this agreement is terminated, the fee provided in this      
section will be computed on the basis of the number of days in the month for    
which this agreement is in effect, subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of the total number 
of days in such month. The subadviser understands and agrees that neither the   
trust nor the fund has any liability for the subadviser's fee hereunder.        
Calculations of the subadviser's fee will be based on average net asset values  
as provided by the adviser.                                                     

  The fees payable to the subadviser by the adviser under this agreement
shall, upon receipt by the adviser of its fees under the investment advisory    
agreement with respect to the fund, be paid by the adviser into an              
interest-bearing escrow account with a bank or the Fund's custodian in the event
that the holders of a "majority of the outstanding voting securities" (as       
defined in the 1940 Act) of the fund have not voted to approve this agreement   
("fund shareholder approval") by the date of the closing of the acquisition of  
the adviser by E*TRADE FINANCIAL Corporation (the "acquisition"). If fund       
shareholder approval has subsequently been obtained by the date that is 150 days
after the closing of the acquisition, the fees paid by the adviser into the     
escrow account (and interest thereon) shall be paid to the subadviser. If fund  
shareholder approval has not been obtained by such date, this agreement shall   
terminate and the adviser shall have no responsibility to pay the fees held in  
the escrow account (and interest thereon) to the subadviser; provided, however, 
that the subadviser shall be entitled to be paid out of the escrow account the  
lesser of (i) any costs incurred in performing its services during the period   
from and after the date of the closing of the Acquisition through the date that 
is 150 days after the closing of the Acquisition and (ii) the total amount in   
the escrow account (plus interest earned).                                      

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5.    OTHER ACTIVITIES OF THE SUBADVISER AND ITS AFFILIATES. Nothing herein     
contained will prevent the subadviser or any of its affiliates or associates    
from engaging in any other business or from acting as investment adviser or     
investment manager for any other person or entity, whether or not having        
investment policies or a portfolio similar to the fund. It is specifically      
understood that officers, directors and employees of the subadviser and its     
affiliates may engage in providing portfolio management services and advice to  
other investment advisory clients of the subadviser or of its affiliates.       

6.    AVOIDANCE OF INCONSISTENT POSITION. In connection with purchases or sales 
of portfolio securities for the account of the fund, neither the subadviser nor 
any of its directors, officers or employees will act as principal or agent or   
receive any commission. The subadviser will not knowingly recommend that the    
fund purchase, sell or retain securities of any issuer in which the subadviser  
has a financial interest without obtaining prior approval of the adviser prior  
to the execution of any such transaction. Access persons (as defined in Rule    
17j-l under the 1940 Act) of the subadviser will provide personal trading       
reports to a designated representative of the adviser in accordance with the    
trust's code of ethics.                                                         

7.    NO PARTNERSHIP OR JOINT VENTURE. The trust, the fund, the adviser and the 
subadviser are not partners of or joint venturers with each other and nothing   
herein shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.                                    

8.    LIMITATION OF LIABILITY OF THE SUBADVISER. The subadviser will not be     
liable for any error of judgment or mistake of law or for any loss suffered by  
the trust, the fund or the adviser in connection with the matters to which this 
agreement relates, except a loss resulting from willful misfeasance, bad faith  
or gross negligence on the subadviser's part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this          
agreement.                                                                      

9.    DURATION AND TERMINATION OF THIS AGREEMENT. This agreement become         
effective as of the closing date of the acquisition and, unless sooner          
terminated as provided herein, shall continue in effect until the second        
anniversary of the effective date of this agreement; provided, however, that if 
fund shareholder approval has not been obtained prior to the 150th day after the
closing of the acquisition, this agreement shall terminate on the 150th day     
after the closing of the acquisition. Thereafter, this agreement shall be       
renewable from year to year, but only so long as such continuance is            
specifically approved at least annually by (a) a majority of the trustees who   
are not interested persons of the adviser, of the subadviser or (other than as  
board members) of the trust, cast in person at a meeting called for the purpose 
of voting on such approval, and (b) either (i) the trustees or (ii) a majority  
of the outstanding voting securities of the fund.                               

     This agreement may, on 60 days' written notice, be terminated at any time
without the payment of any penalty by the fund by vote of a majority of the     
outstanding voting securities of the fund or by the board of trustees, by the   
adviser or the subadviser. Termination of this agreement with respect to the    
fund will not be deemed to terminate or otherwise invalidate any provisions of  
any contract between you and any other series of the trust. This agreement will 
automatically terminate in the event of its assignment or upon the termination  
of the adviser's investment advisory agreement; provided, however, that if fund 
shareholder approval has not been obtained prior to the closing of the          
acquisition, this agreement may be terminated by any of the foregoing persons in
the manner so provided on ten days' prior written notice. In interpreting the   
provisions of this Section 9, the definitions contained in Section 2(a) of the  
1940 Act (including the definitions of "assignment," "interested person" and    
"voting security"), will be applied.                                            

10.   AMENDMENT OF THIS AGREEMENT. No provision of this agreement may be changed
or waived orally, but only by an instrument in writing signed by the party      
against which enforcement of the change or waiver is sought. No amendment,      
transfer, assignment, sale, hypothecation or pledge of this agreement will be   
effective until approved by (a) the trustees, including a majority of the       
trustees who are not                                                            

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interested persons of the adviser, the subadviser or (other than as board       
members) the trust, cast in person at a meeting called for the purpose of voting
on such approval, and (b) a majority of the outstanding voting securities of the
fund, as defined in the 1940 Act.                                               

11.   MISCELLANEOUS.                                                            

(a)   The captions in this agreement are included for convenience of reference  
only and in no way define or limit any of the provisions hereof or otherwise    
affect their construction or effect. This agreement may be executed             
simultaneously in two or more counterparts, each of which shall be deemed an    
original, but all of which together shall constitute one and the same           
instrument.                                                                     

(b)   The name Kobren Insight Funds (formerly Insight Premier Funds) is the     
designation of the trustees under the declaration of trust, dated September     
13,1996, as amended, and the declaration of trust and amendments thereto have   
been filed with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the trust and the fund are not personally binding upon, nor will 
resort be had to the private property of, any of the trustees, shareholders,    
officers, employees or agents of the trust or the fund, but only the fund's     
property will be bound. The fund will not be liable for the obligations of any  
other series of the trust.                                                      

(c)   Nothing herein contained will limit or restrict the subadviser or any of  
its officers, affiliates or employees from buying, selling or trading in any    
securities for its or their own account or accounts. The trust and fund         
acknowledge that the subadviser and its officers, affiliates and employees, and 
its other clients may at any time have, acquire, increase, decrease or dispose  
of positions in investments which are at the same time being acquired or        
disposed of by the fund. The subadviser will have no obligation to acquire for  
the fund a position in any investment which the subadviser, its officers,       
affiliates or employees may acquire for its or their own accounts or for the    
account of another client if, in the sole discretion of the subadviser, it is   
not feasible or desirable to acquire a position in such investment for the fund.
Nothing herein will prevent the subadviser from purchasing or recommending the  
purchase of a particular security for one or more funds or clients while other  
funds or clients may be selling the same security.                              

(d)   Any information supplied by the subadviser, which is not otherwise in the 
public domain, in connection with the performance of its duties hereunder is    
confidential and may be used only by the fund and/or its agents, and only in    
connection with the fund and its investments.                                   

(e)   Governing Law. The substantive law of the Commonwealth of Massachusetts   
and the applicable provisions of the 1940 Act shall govern this agreement.      

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     Yours very truly,
                   Kobren Insight Management, Inc.

                                  By:___________________________________________
                                  Its:__________________________________________

The foregoing agreement is hereby                                               
agreed to as of the date thereof.                                               

Kobren Insight Funds                                                            
on behalf of Delphi Value Fund                                                  

By:____________________________________________                                 

Its:___________________________________________                                 

Delphi Management, Inc.                                                         

By:____________________________________________                                 

Its:___________________________________________                                 

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SCHEDULE A                                                                      

                                          Annual Fee Rate as a Percentage of
                                           Average Daily Net Asset Value
                                          ----------------------------------

Delphi Value Fund                                          0.50%                

    The average net asset value for the month will be based on the net asset
value used in determining the price at which fund shares are sold, repurchased  
or redeemed on each day of the month.                                           

     If this agreement becomes effective as to a fund after the first day of a
month, or terminates before the last day of a month, your compensation for such 
fraction of the month will be determined by applying the foregoing percentages  
to the average daily net asset value of the fund during such fraction of a month
and in the proportion that such fraction of a month bears to the entire month.  

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 ANNEX D

FORM OF 12B-1 PLAN
(For Delphi Value Fund - Retail Class)

KOBREN INSIGHT FUNDS

 PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

ON BEHALF OF

 DELPHI VALUE FUND
(the "Fund")

      WHEREAS, KOBREN Insight LLC, a Massachusetts business trust (the "Trust"),
is an open-end management investment company and is registered as such under the
Investment Company Act of 1940 (the "1940 Act");                                

   WHEREAS, the Trust is authorized to issue shares of beneficial interest
with a par value per share of $.001;                                            

WHEREAS, E*TRADE Securities, LLC (the "Distributor") serves as the  
principal underwriter and distributor of the shares of the Fund pursuant to a   
written distribution agreement ("Distribution Agreement") dated [    ], 2005,   
which Distribution Agreement has been duly approved by the Board, in accordance 
with the requirements of the 1940 Act;                                          

  WHEREAS, the Board of Trustees as a whole, including a majority of the
Trustees who are not "interested persons" (as defined by the 1940 Act) and who  
have no direct or indirect financial interest in the operation of the Rule 12b-1
plan provided for herein (the "Plan") or any agreements related to the Plan,    
have determined, after review of all information and consideration of all       
pertinent facts reasonably necessary to an informed determination of whether the
Plan should be implemented, in the exercise of reasonable business judgement and
in light of their fiduciary duties, that there is a reasonable likelihood that  
the Plan will benefit the Fund and the shareholders, and have accordingly       
approved the Plan by votes cast in person at a meeting called for the purpose of
voting on the Plan.                                                             

     NOW, THEREFORE, in consideration of the foregoing, the Trust on behalf of
the Fund hereby adopts the Plan in accordance with Rule 12b-1 under the 1940 Act
on the following terms and conditions:                                          

    1.    The Trust will pay to the Distributor, as principal distributor of
the shares, a distribution and service fee at the rate of 0.25% per year of the 
average daily net assets of the Fund. The fee shall be calculated and accrued   
daily and paid monthly or at such other intervals as the Board shall determine. 
The Fund's obligation hereunder shall be limited to the assets of the Fund and  
shall not constitute an obligation of the Fund except out of such assets and    
shall not constitute an obligation of any shareholder of the Fund.              

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    2.    The amounts set forth in paragraph 1 of the Plan shall be paid for
the Distributor's services and expenses as the principal distributor of the     
Fund's shares and shall be used by the Distributor to furnish, or cause or      
encourage others to furnish, services and incentives in connection with the     
promotion, offering and sale of the Fund's shares, and where suitable and       
appropriate, the retention of the Fund's shares by the Fund's shareholders, and 
in connection therewith may be spent by the Distributor, in its discretion, on, 
among other things, compensation to and expenses (including overhead and        
telephone expenses) of account executives or other employees of the Distributor 
or of other broker-dealers who engage in or support the distribution of the     
Fund's shares; printing of prospectus and reports for other than existing       
shareholders; advertising; preparation, printing and distribution of sales      
literature; and allowances to other broker-dealers.                             

      3.    The Fund is hereby authorized and directed to enter into appropriate
written agreements with the Distributor and each other person to whom the Fund  
intends to make any payment, and the Distributor is hereby authorized and       
directed to enter into appropriate written agreements with each person to whom  
the Distributor intends to make any payments in the nature of a payment. The    
foregoing requirement is not intended to apply to any agreement or arrangement  
with respect to which the party to whom payment is to be made does not have the 
purpose set forth in Paragraph 2 above (such as the printer in the case of the  
printing of a prospectus or a newspaper in the case of an advertisement) unless 
the Board determines that such an agreement or arrangement should be treated as 
a "related" agreement for purposes of Rule 12b-1 under the 1940 Act.            

    4.    The Plan shall not take effect until it has been approved by (i) a
vote of at least "a majority vote of the outstanding voting securities" (as     
defined in the 1940 Act) of the Fund, and (ii) a majority vote of both the Board
and a majority of the Trustees who are not "interested persons" of the Fund, by 
vote cast in person at a meeting called for the purpose of voting on the Plan.  

     5.    The Plan and any related agreements shall continue in effect for so
long as such continuance is specifically approved at least annually by a        
majority of the Board and by a majority of the Trustees who are not "interested 
persons" of the Fund and have no direct or indirect financial interest in the   
operation of the Plan or any such agreement, by vote cast in person at a meeting
called for the purpose of voting on the Plan.                                   

6.    In each year that the Plan remains in effect, the officers,   
investment adviser or Distributor of the Fund, as appropriate, shall prepare and
furnish to the Board, and the Board shall review, at least quarterly, a written 
report, complying with the requirements of Rule 12b-1 under the 1940 Act, of the
amounts expended under the Plan and the purposes for which such Payments were   
made.                                                                           

  7.    The Plan may be terminated at any time by a majority vote of the
Trustees who are not "interested persons" of the Fund, or by a "vote of a       
majority of the outstanding voting securities" (as defined in the 1940 Act) of  
the Fund, by vote cast in person at a meeting called for the purposes of voting 
on such termination.                                                            

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   8.    This Plan may not be amended to increase materially the amount of
distribution expenses provided for in Paragraph 1 above unless such amendment is
approved by the shareholders in the manner provided in Paragraph 4(i) above, and
no material amendment to the Plan shall be made unless approved by both the     
Board and a majority of the Trustees who are not "interested persons" of the    
Fund in the manner provided in Paragraph 4(ii) above.                           

     9.    To the extent any activity is covered by Paragraph 2 and is also an
activity which the Trust may pay for on behalf of the Fund without regard to the
existence or terms and conditions of a plan of distribution under Rule 12b-1 of 
the 1940 Act, the Plan shall not be construed to prevent or restrict the Trust  
from paying such amounts outside of the Plan and without limitation hereby and  
without such payments being included in calculation of payments subject to the  
limitation set forth in Paragraph 1.                                            

10.   The Fund shall preserve copies of the Plan and any related    
agreements and all reports made pursuant to Paragraph 6 hereof, for a period of 
not less than six years from the date of the Plan, or the agreements or such    
reports, as the case may be, the first two years in an easily accessible place. 

Adopted by Board on August 11, 2005                                             

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PROXY CARD

KOBREN GROWTH FUND

     The undersigned, revoking all prior proxies, hereby appoints Messrs. Eric
M. Kobren, Eric J. Godes and Kevin Kiernan or any of them individually, as      
proxies, with full power of substitution, to vote for the undersigned at the    
Special Meeting of Shareholders of Kobren Growth Fund (the "Fund"), a series of 
Kobren Insight Funds, to be held at the offices of Kobren Insight Management,   
Inc. ("KIM"), 20 William Street, Wellesley Hills, MA 02481, on Wednesday,       
October 19, 2005, at 10:00 a.m. (Boston time) or at any adjournment thereof,    
notice of which meeting and the Proxy Statement accompanying the same have been 
received by the undersigned, upon the following matters as described in the     
Notice of Special Meeting and accompanying Proxy Statement:                     

1.    To approve a new investment advisory agreement between the Fund and KIM,  
to take effect only in the event the proposed acquisition of KIM by 
E*TRADE FINANCIAL Corporation is consummated.                       

      FOR __                   AGAINST ___               ABSTAIN ___

2.    Not Applicable.                                                           

3.    Not Applicable.                                                           

4.    To transact such other business as may properly come before the meeting   
and any adjournment thereof.                                        

Said proxies will vote this proxy as directed, or if no direction is
indicated, for each of the Proposals unless authority to do so is specifically  
withheld in the manner provided.                                                

                                    VOTE VIA THE INTERNET: http://[__________]
                                 VOTE VIA THE TELEPHONE: [_____________]

                            Dated:______________________, 2005

Account #:                           __________________________________________ 

                                    __________________________________________

                                    Signature(s)

IN SIGNING, PLEASE WRITE NAME(S) EXACTLY AS YOUR ACCOUNT IS REGISTERED. WHEN    
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE GIVE    
YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.              

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE        
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.                          

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PROXY CARD

 DELPHI VALUE FUND

     The undersigned, revoking all prior proxies, hereby appoints Messrs. Eric
M. Kobren, Eric J. Godes and Kevin Kiernan, or any of them individually, as     
proxies, with full power of substitution, to vote for the undersigned at the    
Special Meeting of Shareholders of Delphi Value Fund (the "Fund"), a series of  
Kobren Insight Funds, to be held at the offices of Kobren Insight Management,   
Inc. ("KIM"), 20 William Street, Wellesley Hills, MA 02481, on Wednesday,       
October 19, 2005, at 10:00 a.m. (Boston time) or at any adjournment thereof,    
notice of which meeting and the Proxy Statement accompanying the same have been 
received by the undersigned, upon the following matters as described in the     
Notice of Special Meeting and accompanying Proxy Statement:                     

1.    To approve a new investment advisory agreement between the Fund and KIM,  
to take effect only in the event the proposed acquisition of KIM by 
E*TRADE FINANCIAL Corporation (the "Acquisition") is consummated.   

FOR __                   AGAINST ___               ABSTAIN ___      

2.    To approve a new investment advisory subadvisory agreement among the Fund,
 KIM and Delphi Management, Inc., to take effect only in the event the
Acquisition is consummated.                                         

FOR __                   AGAINST ___               ABSTAIN ___      

3.    (Retail Class Shareholders Only) To approve a new rule 12b-1 distribution 
  plan, to take effect only in the event the Acquisition is consummated.

FOR __                   AGAINST ___               ABSTAIN ___      

4.    To transact such other business as may properly come before the meeting   
and any adjournment thereof.                                        

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Said proxies will vote this proxy as directed, or if no direction is
indicated, for each of the Proposals unless authority to do so is specifically  
withheld in the manner provided.                                                

                                    VOTE VIA THE INTERNET: http://[__________]
                                 VOTE VIA THE TELEPHONE: [_____________]

                            Dated:______________________, 2005

Account #:                           __________________________________________ 

                                    __________________________________________

                                    Signature(s)

IN SIGNING, PLEASE WRITE NAME(S) EXACTLY AS YOUR ACCOUNT IS REGISTERED. WHEN    
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE GIVE    
YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.              

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE        
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRE 14A Filing	Date	First	Last	Other Filings

	11/15/95	9
	9/13/96	29	36
	11/8/96	9		N-1A EL/A
	10/22/98	20
	11/15/98	16
	12/10/98	9	16
	12/31/04	6	28	NSAR-B, N-CSR, 24F-2NT
	5/3/05	9	21
	6/30/05	8		NSAR-A, N-PX, N-CSRS
	7/31/05	25
	8/10/05	3	25
	8/11/05	8	45
Filed On / Filed As Of / For The Period Ended	8/12/05			NSAR-A
	10/19/05	2	47	DEF 14A

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Kobren Insight Funds · PRE 14A · For 8/12/05

Filed On 8/12/05 3:57pm ET · SEC File 811-07813 · Accession Number 935069-5-2167

Preliminary Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents