<PAGE> 1
SCHEDULE 14C
RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for use of the
Commission only (as permitted
[X] Definitive information statement by Rule 14(c)-5(d)(2))
[X] Definitive Additional Materials
New England Funds Trust I
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
December 1997
Dear New England Star Small Cap Fund Shareholder:
We are writing to inform you about an important change to a sub-advisory
agreement that pertains to one segment of your Fund. An information statement
explaining the change has been enclosed. Please take a moment to read it and
keep this document with your prospectus.
Robertson, Stephens & Company Investment Management, L.P. (Robertson Stephens),
which manages a segment of New England Star Small Cap Fund, was acquired by
BankAmerica Corporation effective September 30, 1997. As a result of the
acquisition, the sub-advisory agreement between New England Funds Management,
L. P. and Robertson Stephens was automatically terminated and a new agreement
has been established in its place.
THE ACQUISITION HAS NOT CHANGED THE MANAGEMENT OR OPERATIONS OF ROBERTSON
STEPHENS. Robertson Stephens has advised your Fund's Trustees that it expects no
change in the scope and quality of sub-advisory services as a result of the
acquisition. Your Fund's Trustees based their decision to enter into a new
sub-advisory agreement on careful evaluation of Robertson Stephens' experience,
performance, portfolio management personnel and quality service. THE TRUSTEES
BELIEVE THE ACQUISITION WILL HAVE NO IMPACT ON THE MANAGEMENT OF THIS SEGMENT OF
THE FUND. JOHN WALLACE WILL CONTINUE TO MANAGE THIS SEGMENT OF THE FUND.
If you have any questions about the acquisition or any aspect of the Fund,
please contact your financial representative or New England Funds at
800-225-5478.
Sincerely,
/s/ Henry L.P. Schmelzer
Henry L.P. Schmelzer
President
<PAGE> 3
NEW ENGLAND STAR SMALL CAP FUND
INFORMATION STATEMENT
This information statement is being furnished by the Board of Trustees of
New England Funds Trust I (the "Trust"), to the shareholders of New England Star
Small Cap Fund (the "Fund"), a series of the Trust. This information statement
is being mailed on or about December 15, 1997 to all the Fund's shareholders of
record as of December 1, 1997. A copy of the Fund's Semi-Annual Report for the
six months ended June 30, 1997 may be obtained without charge by writing to New
England Funds, L.P. ("NEF") at 399 Boylston Street, Boston, Massachusetts 02116,
or by calling (800) 225-5478.
NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTERS DESCRIBED IN THIS
INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
INTRODUCTION
The Fund is a multi-manager mutual fund. New England Funds Management, L.P.
("NEFM") acts as adviser to the Fund. The portfolio of the Fund is divided into
four segments, each of which is managed by a different money management firm, as
sub-adviser to NEFM. Robertson, Stephens & Company Investment Management, L.P.
("Robertson Stephens") has managed one of the segments of the Fund (the
"Segment") since the Fund's inception. Prior to October 1, 1997, Robertson
Stephens managed the Segment pursuant to a sub-advisory agreement dated December
31, 1996 (the "Previous Sub-Advisory Agreement") between Robertson Stephens and
NEFM. Robertson Stephens has continued to manage the Segment pursuant to a new
sub-advisory agreement between NEFM and Robertson Stephens dated October 1, 1997
(the "New Sub-Advisory Agreement"), following the acquisition of the Robertson
Stephens group of companies by BankAmerica Corporation ("BankAmerica") on
October 1, 1997 (the "Acquisition").
As required by the Investment Company Act of 1940 (the "1940 Act"), the
Previous Sub-Advisory Agreement between NEFM and Robertson Stephens provided for
its automatic termination in the event of its "assignment." Because the
Acquisition by BankAmerica represented an ownership and control change of
Robertson Stephens, it constituted an "assignment" under the 1940 Act and thus
terminated the Previous Sub-Advisory Agreement.
The 1940 Act generally provides that an investment adviser or subadviser to
a mutual fund may act as such only pursuant to a written contract which has
<PAGE> 4
been approved by a vote of the fund's shareholders, as well as by a vote of a
majority of the trustees of the fund who are not parties to such contract or
interested persons of any party to such contract. The Trust and NEFM, however,
have received from the Securities and Exchange Commission an exemption from the
shareholder approval voting requirement in certain circumstances (the "SEC
Exemption"). Under the SEC Exemption, NEFM is permitted, under specified
conditions, to enter into new and amended sub-advisory agreements for the
management of the portfolio of the Fund or a segment thereof, including
agreements with new sub-advisers and agreements with existing sub-advisers if
there is a material change in the terms of the sub-advisory agreement or if
there is an "assignment," as defined in the 1940 Act, or other event causing
termination of the existing sub-advisory agreement, without obtaining the
approval of the Fund's shareholders of such new or amended sub-advisory
agreement. Such agreements must nevertheless be approved by the Trust's Board of
Trustees, in accordance with the requirements of the 1940 Act. One of the
conditions of the SEC Exemption is that within 90 days after entering into a new
or amended sub-advisory agreement without shareholder approval, the Fund must
provide an information statement to its shareholders setting forth substantially
the information that would be required to be contained in a proxy statement for
a meeting of shareholders to vote on the approval of the agreement. In
accordance with the SEC Exemption, the Trust is furnishing this information
statement to the Fund's shareholders in order to provide information regarding
the Acquisition and the New Sub-Advisory Agreement with Robertson Stephens.
THE ACQUISITION
On October 1, 1997, BankAmerica acquired (i) all of the shares of
Robertson, Stephens & Company, Inc. ("RS Inc."), the sole general partner of
Robertson Stephens, and (ii) all ownership interests in Robertson, Stephens &
Company Group, L.L.C. ("RS Group"). Prior to the Acquisition, RS Group, together
with RS Inc., owned 100% of the membership interests in RS Regulated I, L.L.C.
("RSRI"). As part of the Acquisition, RS Group and RS Inc. were merged on
October 1, 1997, into a newly created BankAmerica subsidiary, Robertson Stephens
Investment Management Co. ("RS Company"). RS Company presently holds the 99%
membership interests in RSRI which were held by RS Group prior to the
Acquisition. RS Company's newly created, wholly-owned subsidiary, Bayview
Holdings, Inc. ("Bayview") presently holds the 1% membership interest in RSRI
which was held by RS Inc. prior to the Acquisition. Bayview is both the general
partner of Robertson Stephens and the managing member of RSRI. RSRI is the sole
limited partner of Robertson Stephens. Thus, with the acquisition of RS Inc. and
RS Group by BankAmerica, Robertson Stephens is now indirectly held, in its
entirety, by BankAmerica. (Prior to the Acquisition, Sanford R. Robertson and
Paul H. Stephens could be deemed to control Robertson Stephens due to their
percentage ownership interests in RS
2
<PAGE> 5
Group and RS Inc. Mr. Robertson owned approximately 15% of the outstanding
voting securities of each, and Mr. Stephens owned approximately 12% of such
securities.)
BankAmerica paid approximately $540 million in consideration to acquire the
Robertson Stephens group of companies. Of that amount, $245 million was paid to
the members of RS Group and the stockholders of RS Inc. on October 1, 1997; $225
million will be paid to them in additional installments during each of the next
three years if they remain employed by Robertson Stephens. The remaining $70
million will be paid into a "retention pool" for the benefit of certain key
Robertson Stephens employees, who will receive payments out of the pool in
installments during the four-year period following the Acquisition if they
remain employed by Robertson Stephens.
The consideration for the Acquisition is being paid in installments
principally in order to provide an incentive to Robertson Stephens employees,
including key investment professionals, to continue their association with
Robertson Stephens. Any person whose employment with Robertson Stephens is
terminated before he or she receives all of the consideration related to the
Acquisition or payments from the retention pool to which he or she is entitled
(unless that person's employment is terminated by Robertson Stephens without
cause or unless that person leaves for "good reason," as defined in his or her
employment contract) will forfeit any such amount not yet paid at the time of
the termination.
The Acquisition did not change the management or operations of Robertson
Stephens, nor any of the personnel managing the Segment or the other services or
business activities relating to the Segment. Robertson Stephens does not believe
that the Acquisition caused any reduction in the quality of services now
provided to the Fund, nor has any adverse effect on Robertson Stephens' ability
to fulfill its obligations relating to the Fund.
ADVISORY AGREEMENT
NEFM has acted as the Fund's adviser since the Fund's inception pursuant to
an advisory agreement dated December 31, 1996 (the "Advisory Agreement"). The
Trustees of the Trust approved the Advisory Agreement at a meeting held on
October 25, 1996, and the Fund's initial shareholder approved it on December 28,
1996. The purpose of the submission of the Advisory Agreement for shareholder
approval at such time was for its initial approval upon the Fund's inception.
Under the Advisory Agreement, NEFM has overall advisory and administrative
responsibility with respect to the Fund. The Advisory Agreement also provides
that NEFM will, subject to NEFM's rights to delegate such responsibilities to
third parties, provide to the Fund both (1) portfolio management services
(defined to mean managing the investment and reinvestment of the assets of the
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Fund, subject to the supervision and control of the Trustees of the Trust) and
(2) administrative services (defined to mean furnishing or paying the expenses
of the Fund for office space, facilities and equipment, services of executive
and other personnel of the Trust and certain other administrative and general
management services). Under the Advisory Agreement, the annual management fee
rate payable by the Fund to NEFM is 1.05% of the Fund's average daily net
assets.
PREVIOUS SUB-ADVISORY AGREEMENT
NEFM has delegated its responsibility under the Advisory Agreement to
provide portfolio management services to the Fund to four sub-advisers, each
sub-adviser managing a different segment of the Fund's portfolio. Pursuant to
the Previous Sub-Advisory Agreement between NEFM and Robertson Stephens, NEFM
delegated responsibility for managing the assets of the Segment to Robertson
Stephens. The Previous Sub-Advisory Agreement required Robertson Stephens to
manage the investment and reinvestment of the assets of the Segment, subject to
the supervision of NEFM. Under the terms of the Previous Sub-Advisory Agreement,
Robertson Stephens was authorized to effect portfolio transactions for the
Segment, using its own discretion and without prior consultation with NEFM.
Robertson Stephens was also required to report periodically to NEFM and the
Trustees of the Trust.
Under the Previous Sub-Advisory Agreement, Robertson Stephens was entitled
to receive from NEFM (and not from the Fund) a sub-advisory fee at the annual
rate of 0.55% of the first $50 million of the average daily net assets of the
Segment and 0.50% of such assets in excess of $50 million.
The Previous Sub-Advisory Agreement was approved by the Trustees of the
Trust at a meeting held on October 25, 1996, and the Fund's initial shareholder
approved it on December 28, 1996. The purpose of the submission of the Previous
Sub-Advisory Agreement for shareholder approval at such time was for its initial
approval upon the Fund's inception.
NEW SUB-ADVISORY AGREEMENT
Like the Previous Sub-Advisory Agreement, the New Sub-Advisory Agreement
requires Robertson Stephens to manage the investment and reinvestment of the
assets of the Segment, subject to the supervision of NEFM. Under the terms of
the New Sub-Advisory Agreement, Robertson Stephens is authorized to effect
portfolio transactions for the Segment, using its own discretion and without
prior consultation with NEFM. Robertson Stephens is also required to report
periodically to NEFM and the Trustees of the Trust.
The New Sub-Advisory Agreement provides that it will continue in effect for
two years from its date of execution and thereafter from year to year if its
continuance is approved at least annually (i) by the Board of Trustees of the
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Trust or by vote of a majority of the outstanding voting securities of the Fund,
and (ii) by vote of a majority of the Trustees who are not "interested persons,"
as that term is defined in the 1940 Act, of the Trust, NEFM or Robertson
Stephens, cast in person at a meeting called for the purpose of voting on such
approval. Any amendment to the New Sub-Advisory Agreement must be approved by
NEFM and Robertson Stephens, and, if required by law, by vote of a majority of
the outstanding voting securities of the Fund and by vote of a majority of
Trustees of the Trust who are not such interested persons, cast in person at a
meeting called for the purpose of voting on such approval. The New Sub-Advisory
Agreement was approved by the Trustees of the Trust at a meeting held on July
22, 1997.
The New Sub-Advisory Agreement may be terminated without penalty by vote of
the Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Fund, upon sixty days' written notice, or by Robertson
Stephens or NEFM upon sixty days' written notice, and will terminate
automatically in the event of its assignment. The New Sub-Advisory Agreement
will automatically terminate if the Advisory Agreement for the Fund is
terminated. Like the Previous Sub-Advisory Agreement, the New Sub-Advisory
Agreement provides that Robertson Stephens will not be subject to any liability
for any error of judgment, any mistake of law or any loss arising out of any
investment or other act or omission in the course of, connection with, or
arising out of any service to be rendered under the New Sub-Advisory Agreement,
except by reason of Robertson Stephens' willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
by Robertson Stephens of its obligations and duties.
As compensation for its services under the New Sub-Advisory Agreement,
Robertson Stephens is entitled to receive from NEFM sub-advisory fees calculated
at the same rate as those charged under the Previous Sub-Advisory Agreement
described above.
The Previous Sub-Advisory Agreement by its terms terminated upon the
Acquisition, since the Acquisition constituted a change of control of Robertson
Stephens for purposes of the 1940 Act. Because of this, the Trustees of the
Trust approved the New Sub-Advisory Agreement, which became effective on October
1, 1997 upon the consummation of the Acquisition. The New Sub-Advisory Agreement
is substantially identical, except for its date, to the Previous Sub-Advisory
Agreement.
The Trustees of the Trust believe that the terms of the New Sub-Advisory
Agreement are fair to, and in the best interest of, the Fund and its
shareholders.
In evaluating the New Sub-Advisory Agreement, the Trustees of the Trust
considered the fact that the Previous Sub-Advisory Agreement and the New
Sub-Advisory Agreement are substantially identical to each other, including the
terms relating to the services to be provided and the fees to be paid by NEFM to
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<PAGE> 8
Robertson Stephens thereunder. The Trustees considered the performance of
Robertson Stephens to date in providing services to the Segment, and the skills
and capabilities of the personnel of Robertson Stephens.
The Trustees of the Trust reviewed material furnished by Robertson Stephens
and BankAmerica. Those materials include information regarding Robertson
Stephens, BankAmerica, their respective affiliates and their personnel,
operations and financial condition and the terms of the Acquisition and the
possible effects of the Acquisition on the Fund and the shareholders of the
Fund. It was represented to the Trustees that Robertson Stephens and BankAmerica
believe that the operations of the Fund and the capability of Robertson Stephens
to provide services to the Segment would not be adversely affected by the
Acquisition and could be enhanced from the resources of BankAmerica, although
there could be no assurance as to any particular benefits that will result.
In approving the New Sub-Advisory Agreement, the Trustees of the Trust
carefully evaluated the experience of Robertson Stephens's key personnel in
portfolio management, the arrangements made to secure the continued service of
the key personnel in portfolio management and the high quality of services
Robertson Stephens is expected to continue to provide to the Segment, and gave
careful consideration to all factors deemed to be relevant to the Fund,
including, but not limited to: (1) the performance of the Segment since the
Fund's commencement of operations; (2) the research-intensive nature and quality
of the services expected to be rendered to the Segment; (3) the importance of
such research and services to the fulfillment of the particular investment
objective of the Fund and the investment policies of the Segment; (4) that the
compensation payable to Robertson Stephens by NEFM under the New Sub-Advisory
Agreement is at the same rate as the compensation payable by NEFM to Robertson
Stephens under the Previous Sub-Advisory Agreement; (5) that the material terms
of the New Sub-Advisory Agreement are unchanged from the Previous Sub-Advisory
Agreement; (6) the reputation, qualification and background of Robertson
Stephens and BankAmerica and their respective financial conditions; (7) the
commitment of Robertson Stephens to pay or reimburse the Fund for the expenses
incurred in connection with the Acquisition so that shareholders of the Fund
would not bear those expenses; (8) the benefits expected to be realized as a
result of Robertson Stephens's affiliation with BankAmerica, including the
resources of BankAmerica that could be available to Robertson Stephens; (9)
Robertson Stephens's current brokerage policies and practices, as described
below, and Robertson Stephens's intentions to continue such policies and
practices; and (10) other factors they deemed relevant.
Robertson Stephens has advised the Trustees of the Trust that it expects
that there will be no diminution in the scope and quality of sub-advisory
services provided to the Segment as a result of the Acquisition. Accordingly,
the Trustees of the Trust believe that the Segment should continue to receive
services under
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<PAGE> 9
the New Sub-Advisory Agreement comparable to those it received under the
Previous Sub-Advisory Agreement.
BROKERAGE POLICIES
It is the policy of Robertson Stephens, in effecting transactions in
portfolio securities, to seek the best execution of orders. The determination of
what may constitute best execution in a securities transaction involves a number
of judgmental considerations, including, without limitation, the overall direct
net economic result to the Segment (involving both price paid or received and
any commissions and other costs), the efficiency with which the transaction is
effected, the ability to effect the transaction at all when a large block is
involved, the availability of the broker to stand ready to execute possibly
difficult transactions for the Segment in the future, and the financial strength
and stability of the broker.
Subject to the policy of seeking best execution of orders at the most
favorable prices, Robertson Stephens may execute transactions with brokerage
firms which provide research services and products to Robertson Stephens. The
phrase "research services and products" includes advice as to the value of
securities, the advisability of investing in, purchasing or selling securities,
the availability of securities or purchasers or sellers of securities, the
furnishing of analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts
and the obtainment of products such as third party publications, computer and
electronic access equipment, software programs and other information and
accessories that may assist Robertson Stephens in furtherance of its investment
advisory responsibilities to its advisory clients. Such services and products
permit Robertson Stephens to supplement its own research and analysis
activities, and provide it with information from individuals and research staffs
of many securities firms. Generally, it is not possible to place a dollar value
on the benefits derived from specific research services and products. Robertson
Stephens may receive a benefit from these research services and products which
is not passed on, in the form of a direct monetary benefit, to the Segment. If
Robertson Stephens determines that any research product or service has a mixed
use, such that it also serves functions that do not assist in the investment
decision-making process, Robertson Stephens may allocate the cost of such
service or product accordingly. The portion of the product or service that
Robertson Stephens determines will assist it in the investment decision-making
process may be paid for in brokerage commission dollars. Any such allocation may
create a conflict of interest for Robertson Stephens. Subject to the standards
outlined in this and the preceding paragraph, Robertson Stephens may arrange to
execute a specified dollar amount of transactions through a broker that has
provided research products or services. Such arrangements do not constitute
commitments by Robertson Stephens to
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<PAGE> 10
allocate portfolio brokerage upon any prescribed basis, other than upon the
basis of seeking best execution of orders.
Research services and products obtained by Robertson Stephens from brokers
who execute portfolio transactions for the Fund may be useful to Robertson
Stephens in providing investment advice to any of the funds or clients it
advises. Likewise, information made available to Robertson Stephens from brokers
effecting securities transactions for such other funds and clients may be
utilized on behalf of the Fund. Thus, there may be no correlation between the
amount of brokerage commissions generated by a particular fund or client and the
indirect benefits received by that fund or client.
Subject to the policy of seeking the best execution of orders and to such
policies as the Board of Trustees of the Trust may establish from time to time,
sales of shares of the Fund may also be considered as a factor in the selection
of brokerage firms to execute portfolio transactions for the Segment.
Because selection of executing brokers is not based solely on net
commissions, the Segment may pay an executing broker a commission higher than
that which might have been charged by another broker for that transaction.
Robertson Stephens will not knowingly pay higher mark-ups on principal
transactions to brokerage firms as consideration for receipt of research
services or products. While it is not practicable for Robertson Stephens to
solicit competitive bids for commissions on each portfolio transaction,
consideration is regularly given to available information concerning the level
of commissions charged in comparable transactions by various brokers.
Transactions in over-the-counter securities are normally placed with principal
market makers, except in circumstances where, in the opinion of Robertson
Stephens, better prices and execution are available elsewhere.
Subject to the overriding objective of obtaining the best possible
execution of orders, Robertson Stephens may allocate brokerage transactions to
affiliated brokers. In order for the affiliated broker to effect portfolio
transactions for the Segment, the commissions, fees or other remuneration
received by the affiliated broker must be reasonable and fair compared to the
commissions, fees and other remuneration paid to other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period. Furthermore, the
Trustees of the Trust, including a majority of those Trustees who are not
"interested persons" of the Trust as defined in the 1940 Act, have adopted
procedures which are reasonably designed to provide that any commissions, fees
or other remuneration paid to an affiliated broker are consistent with the
foregoing standard.
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INFORMATION ABOUT THE TRUST
The Trust is a diversified, open-end management investment company
organized in 1985 as a business trust under the laws of Massachusetts. The Trust
is a series type company with twelve investment portfolios. The Fund is one of
those portfolios. The address of the Trust is 399 Boylston Street, Boston,
Massachusetts 02116.
INFORMATION ABOUT ROBERTSON STEPHENS
The general partner of Robertson Stephens is Bayview and the sole limited
partner of Robertson Stephens is RSRI. RS Company owns 99% of the outstanding
membership interests in RSRI, while Bayview owns the other 1%, and is RSRI's
managing member. Bayview is a newly created, wholly-owned subsidiary of RS
Company. As a result of the Acquisition, RS Group and RS Inc. were merged into
RS Company, a newly created, wholly-owned subsidiary of BankAmerica. Mr. G.
Randall Hecht is the President of Robertson Stephens. He is also the Executive
Officer of Asset Management in BankAmerica. The address of Robertson Stephens,
Bayview, RSRI, RS Company and Mr. Hecht is 555 California Street, San Francisco,
California 94104.
Robertson Stephens acts as investment adviser and administrator to the
Diversified Growth Fund, which has a similar objective to that of the Fund.
Robertson Stephens has either (i) waived, reimbursed or reduced its
compensation, or (ii) reimbursed expenses to, or borne expenses for, the
Diversified Growth Fund in connection with its management.
<TABLE>
<CAPTION>
ANNUAL ANNUAL APPROXIMATE
MANAGEMENT ADMINISTRATIVE NET ASSETS
FEE RATE FEE RATE AS OF
FUND AND YEAR (AS A % OF AS A % OF 6/30/97
ORGANIZED NET ASSETS) (NET ASSETS) ($ MILLIONS)
- ------------------------------- ------------- -------------- ------------
<S> <C> <C> <C>
Diversified Growth Fund
(1996)....................... 1.00% 0.25% $ 47.0
</TABLE>
Robertson Stephens also acts as sub-adviser for the fund of another
investment company not affiliated with Robertson Stephens. The approximate size
and management fee rates for the Robertson Stephens Diversified Growth Portfolio
are set forth below; it has a similar objective to the Fund. Robertson Stephens
has not waived, reduced or otherwise agreed to reduce its compensation for this
fund.
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<PAGE> 12
<TABLE>
<CAPTION>
APPROXIMATE NET
ASSETS
ANNUAL MANAGEMENT FEE AS OF 6/30/97
FUND RATE (AS A % OF NET ASSETS) ($ MILLIONS)
- --------------------- ---------------------------------- ---------------
<S> <C> <C>
Robertson Stephens
Diversified Growth
Portfolio (London P
Variable Insurance
Series Trust)................ .70% of the first $10 million $1.5
.65% of the next $25 million
.60% of the next $165 million
.55% of amounts over $200 million
</TABLE>
INFORMATION ABOUT BANKAMERICA
BankAmerica is a bank holding company that was incorporated on October 7,
1968 under the laws of the State of Delaware, and is registered under the Bank
Holding Company Act of 1956, as amended. Through its network of subsidiaries,
BankAmerica provides banking and other financial services throughout the United
States and in selected international markets to consumers and business
customers, including corporations, governments and other institutions. As a
global financial intermediary, BankAmerica provides capital-raising services,
trade finance, cash management, investment banking, capital markets and credit
products, and financial advisory services to large public-and private-sector
institutions that are part of the global economy. At December 31, 1996,
BankAmerica, together with its subsidiaries, was one of the three largest bank
holding companies in the United States, with total assets of $250.8 billion. The
address of BankAmerica is 555 California Street, San Francisco, California
94104.
Bank of America National Trust and Savings Association (the "Bank") is the
largest subsidiary of BankAmerica Corporation. The Bank, which was organized in
1904, provides commercial banking and trust business through an extensive system
of branches across the western United States. The Bank's principal banking
affiliates operate branches in eleven U.S. states as well as corporate banking
offices in major U.S. cities and branches, corporate offices, and representative
offices in 37 other countries and territories. The Bank and its affiliates act
as investment advisers to assets of over $50 billion, including over $19 billion
in mutual funds.
INFORMATION ABOUT NEFM
NEFM is a limited partnership. Its sole general partner, NEF Corporation,
is a wholly-owned subsidiary of NEIC Holdings, Inc. ("NEIC Holdings"), which is
a wholly-owned subsidiary of New England Investment Companies, L.P. ("NEIC").
NEF Corporation is also the sole general partner of NEF,
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<PAGE> 13
which is the principal underwriter for the Fund. NEIC owns the entire limited
partnership interest in each of NEF and NEFM. The sole general partner of NEIC
is New England Investment Companies, Inc. ("NEIC Inc."), which is a wholly-owned
subsidiary of MetLife New England Holdings, Inc., which is in turn a
wholly-owned subsidiary of Metropolitan Life Insurance Company ("MetLife").
MetLife owns indirectly a majority of the outstanding limited partnership
interests in NEIC.
The principal executive officer of NEF and NEFM is Henry L.P. Schmelzer,
who is the President and a Trustee of the Trust and whose principal occupation
is his positions with NEF and NEFM. The address of NEF, NEFM, NEF Corporation,
NEIC Holdings, NEIC, NEIC Inc. and Mr. Schmelzer is 399 Boylston Street, Boston,
Massachusetts 02116. The address of MetLife New England Holdings, Inc. and
MetLife is One Madison Avenue, New York, New York 10010.
OTHER INFORMATION
The following persons are both (1) Trustees or officers of the Trust and
(2) officers or employees of NEFM (or officers or directors of that firm's
corporate general partner): Henry L.P. Schmelzer, Bruce Speca, Frank Nesvet and
John Pelletier. In addition, Peter S. Voss, President and Chief Executive
Officer of NEIC, is a Trustee and an officer of the Trust.
In addition to paying management fees to NEFM, the Fund compensates NEF (an
affiliate of NEFM) for providing various services to the Fund and its
shareholders. These arrangements will not be affected in any way by the New
Sub-Advisory Agreements.
As of September 30, 1997, to the Trust's knowledge, the following persons
owned of record or beneficially more than 5% of the outstanding shares of the
indicated class of the Fund:
<TABLE>
<CAPTION>
NUMBER OF
CLASS SHAREHOLDER SHARES PERCENT
- ----- ----------- ------------ -------
<S> <C> <C> <C>
C U.S. Clearing Corp 39,968.0260 5.43%
26 Broadway
New York NY 10004
B MLPF&S for the 216,114.6380 7.95%
sole benefit
4800 Deer Lake Dr. East
Jacksonville, FL 32246
</TABLE>
As of September 30, 1997, the officers and Trustees of the Trust as a group
owned less than 1% of the outstanding shares of the Fund.
11
