<PAGE>
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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ROBERTSON STEPHENS INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ROBERTSON STEPHENS INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- --------------------------------------------------------------------------------
(1) Title of each class of securities to which transaction applies: Robertson
Stephens Value + Growth Fund series of Trust
(2) Aggregate number of securities to which transaction applies: Unlimited
(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 is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: $125.00
- --------------------------------------------------------------------------------
/X/ 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:
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
November 7, 1995
TO SHAREHOLDERS OF ROBERTSON STEPHENS VALUE + GROWTH FUND:
We are pleased to provide the enclosed proxy materials for the Meeting of
Shareholders of Robertson Stephens Value + Growth Fund to be held on December
19, 1995.
At the meeting, you will be asked to approve a Distribution Plan for your
Fund. Under the Distribution Plan, the Fund will make payments to Robertson,
Stephens & Company, L.P., the Fund's distributor, to compensate it for services
rendered and expenses borne by it in connection with the distribution of the
Fund's shares. Robertson, Stephens & Company Investment Management, L.P., the
Fund's investment manager, has agreed to reduce the Fund's investment advisory
fees by an amount equal to the payments received by Robertson, Stephens &
Company, L.P. under the Distribution Plan. AS A RESULT, IMPLEMENTATION OF THE
DISTRIBUTION PLAN WILL NOT RESULT IN ANY CHANGE IN THE FUND'S OPERATING
EXPENSES.
YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU APPROVE THE DISTRIBUTION PLAN.
The proposal, and the reasons for the Board's recommendation, are described in
greater detail in the attached Proxy Statement.
PLEASE RETURN YOUR PROXY TODAY. IT IS IMPORTANT THAT YOU RESPOND BEFORE
NOVEMBER 20, 1995 IN ORDER TO AVOID THE EXPENSE OF ADDITIONAL MAILINGS. If you
have questions regarding the proposal, please call the Fund at 1-800-766-FUND
today. We appreciate your continued trust and confidence and look forward to
earning it well into the future.
Sincerely,
G. Randy Hecht
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
NOTICE OF MEETING OF SHAREHOLDERS
OF ROBERTSON STEPHENS VALUE + GROWTH FUND
DECEMBER 19, 1995
To the Shareholders:
Notice is hereby given that a Meeting of Shareholders of Robertson Stephens
Value + Growth Fund (the "Fund") will be held at 9:30 a.m. (Pacific time), on
Tuesday, December 19, 1995 at 555 California Street, 26th floor, San Francisco,
California, for the following purposes:
1. To approve or disapprove a proposed Distribution Plan for the Fund.
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on October 25, 1995 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
By order of the Board of Trustees,
Robert A. Zidar
SECRETARY
San Francisco, California
November 7, 1995
YOUR VOTE IS IMPORTANT
PLEASE FILL IN, DATE, SIGN, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
MEETING. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY.
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
------------------------
PROXY STATEMENT
MEETING OF SHAREHOLDERS OF
ROBERTSON STEPHENS VALUE + GROWTH FUND
TO BE HELD ON DECEMBER 19, 1995
The enclosed proxy is solicited on behalf of the Board of Trustees of
Robertson Stephens Investment Trust (the "Trust") for use at the Meeting of
Shareholders (the "Meeting") of Robertson Stephens Value + Growth Fund (the
"Fund"), to be held at 9:30 a.m. (Pacific time) on Tuesday, December 19, 1995 at
555 California Street, 26th floor, San Francisco, California, and at any
adjournment or adjournments thereof. These proxy materials are being mailed to
shareholders beginning on or about November 7, 1995. A COPY OF THE ANNUAL REPORT
OF THE FUND, WHICH INCLUDES INFORMATION ABOUT THE FUND FOR THE FISCAL YEAR ENDED
MARCH 31, 1995, MAY BE OBTAINED WITHOUT CHARGE BY CALLING THE FUND AT
1-800-776-FUND, OR BY WRITING TO THE ABOVE ADDRESS.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. Shares of shareholders abstaining from voting will be
counted at the Meeting for purposes of determining a quorum, but will not be
voted. If no instructions are specified, shares will be voted for the Proposal
set forth in the notice of Meeting (the "Proposal"). If any other matters are
properly brought before the Meeting, the persons named in the accompanying proxy
will vote the shares represented by such proxy on such matters in accordance
with their best judgement. You may revoke a proxy at any time prior to the time
it is voted by providing written notice to the Secretary of the Trust, by
executing and delivering to the Trust a subsequent proxy, or by attending the
Meeting and voting in person.
The Trustees have fixed the close of business on October 25, 1995 (the
"Record Date") as the record date for determining the shareholders entitled to
receive notice of, and to vote at, the Meeting. The number of shares of the Fund
issued and outstanding and entitled to vote as of the Record Date was
51,277,584.5710, held by approximately 27,109 holders of record.
1
<PAGE>
PROPOSAL: TO APPROVE A PROPOSED
DISTRIBUTION PLAN FOR THE FUND
At the Meeting, shareholders will be asked to approve a Distribution Plan
(the "Distribution Plan") under which the Fund would compensate Robertson,
Stephens & Company, L.P., the Fund's distributor ("RS&Co."), for services
rendered, and expenses borne, by it in connection with the distribution of the
Fund's shares. A copy of the proposed Distribution Plan is attached as Exhibit
A, and the following description of the Plan is qualified in its entirety by
reference to Exhibit A.
As described in greater detail below, the Fund's investment adviser,
Robertson, Stephens & Company Investment Management, L.P. ("RSIM"), has agreed
to reduce its investment advisory fee by an amount equal to the payments
received by RS&Co. under the Distribution Plan. As a result, implementation of
the Distribution Plan will not result in any change in the Fund's operating
expenses.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND
VOTE TO APPROVE THE PROPOSED DISTRIBUTION PLAN.
BACKGROUND. RS&Co. serves as the distributor of the Fund's shares pursuant
to an Underwriting Agreement between the Trust and RS&Co. As distributor, RS&Co.
is obligated to use its best efforts to promote the sale of shares of the Fund,
and to bear certain expenses related to the distribution of the Fund's shares,
including, among other things, the preparation and printing of sales literature,
advertising expenses, and other distribution-related expenses (such as, for
example, compensation of sales personnel employed by RS&Co.). RS&Co. does not
receive any compensation from the Fund for its services. The Underwriting
Agreement permits RS&Co. to charge a sales commission on the sale of shares of
the Fund, but RS&Co. has not done so to date, and has no intention to do so.
RS&Co. pays the expenses of distributing the Fund's shares out of its own
assets. Such assets may include the legitimate profits earned by RSIM, the
Fund's investment adviser and an affiliate of RS&Co., under its investment
advisory agreement with the Fund (the "Advisory Agreement"). The Fund pays fees
to RSIM under the Advisory Agreement at the annual rate of 1.25% of the Fund's
average daily net assets.
THE PROPOSED DISTRIBUTION PLAN. The proposed Distribution Plan contemplates
that RS&Co. will provide distribution, marketing, administrative, and other
services related to selling Fund shares to existing and prospective
shareholders. Under the Plan, the Fund would pay to RS&Co., as compensation for
services rendered and expenses borne by RS&Co. in connection with the promotion
and distribution of the Fund's shares, an annual fee of 0.25% of the Fund's
average daily net assets. The fees paid to RS&Co. under the Plan may be used to
pay for any expenses principally intended to result in the sale of shares of the
Fund, including, by way of example, incentive compensation to broker-dealers
engaged in distribution, salaries of personnel, office and management
facilities, costs related to advertising and promotion, and preparing, printing,
and distributing sales literature.
Since RS&Co.'s compensation under the Distribution Plan is not directly tied
to its expenses, the amount of compensation received by RS&Co. during any year
may be more or less than its
2
<PAGE>
actual expenses. If the Plan should be terminated as provided below or if it is
not renewed, the Fund would not be liable for any expenses incurred by RS&Co. in
excess of the payments received by it under the Plan. However, shareholders
should consider that, absent a material change in circumstances, it is possible
that payments under the Plan will continue for the purpose of compensating
RS&Co. for its distribution services and for expenses previously incurred and
related financing costs.
Continuance of the Distribution Plan requires specific approval at least
annually by vote of both a majority of the Trustees and a majority of the
Trustees who have no direct or indirect financial interest in the Plan or
related agreements (the "Qualified Trustees"). The Distribution Plan may be
terminated at any time, without penalty, by vote of a majority of the Qualified
Trustees or by vote of a majority of the outstanding voting securities of the
Fund. The Distribution Plan may not be amended to increase materially the amount
of distribution expenses permitted under the Plan without the approval of
shareholders and may not be materially amended in any way without a vote of a
majority of both the Trustees and the Qualified Trustees at a meeting called for
that purpose. The Distribution Plan requires that the Trustees shall receive and
review at least quarterly a written report of amounts paid under the Plan and
the purposes for which such expenditures were made. It is expected that, if the
Distribution Plan is approved by shareholders, it will take effect on January 1,
1996, and will continue in effect until January 1, 1997 and thereafter for
successive annual periods as long as its continuance is approved annually in
accordance with the terms of the Distribution Plan and with the requirements of
the Investment Company Act of 1940, as amended.
Mr. G. Randy Hecht and Mr. John P. Rohal, Trustees of the Trust, are
employees and officers of RSIM, RS&Co., or their affiliates.
REASONS FOR THE PROPOSAL. The Trustees of the Trust, including all of the
Qualified Trustees, recommend that shareholders approve the proposed
Distribution Plan. In arriving at that recommendation, the Trustees considered,
among other things, the nature and quality of the services RS&Co. has provided
to date in its capacity as distributor to the Fund; the expenses RS&Co. incurs
in connection with the distribution of the Fund's shares; distribution fees paid
by other investment companies for similar distribution services; the proposed
reduction in the fees paid by the Fund under the Advisory Agreement, as
described below; and the possibility that an increase in the size of the Fund
through increased distribution of the Fund's shares may over time result in a
reduction in the operating expenses of the Fund.
The Distribution Plan may be implemented, and continued from year to year
thereafter, only if the Board of Trustees, including a majority of the Qualified
Trustees, determines (based on the factors described above or such other or
different factors as it may consider appropriate) that there is a reasonable
likelihood that the Distribution Plan will benefit the Fund and its
shareholders. It is expected that the Board will meet in person to consider
implementation of the Distribution Plan during November 1995.
REDUCTION IN FEES PAYABLE UNDER THE ADVISORY AGREEMENT. In order to limit
the Fund's expenses, RSIM has agreed to amend the Advisory Agreement to reduce
the fees payable to it under that Agreement by an amount equal to the payments
received by RS&Co. under the Distribution
3
<PAGE>
Plan. As a result, implementation of the Distribution Plan will not result in
any change in the operating expenses of the Fund. If shareholders do not approve
the Distribution Plan or the Plan is not implemented, that fee reduction will
not be implemented.
EFFECT OF THE NEW ARRANGEMENTS ON THE FUND'S EXPENSES. The following table
summarizes the maximum transaction costs from investing in the Fund, and the
expenses incurred by the Fund for its most recent fiscal year. The Examples show
the cumulative expenses attributable to a hypothetical $1,000 investment in the
Fund over specified periods. The pro forma expenses in the table and in the
Examples reflect the expenses the Fund would bear assuming implementation of the
Distribution Plan and reduction of RSIM's fees under the Advisory Agreement.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases.......................................... None
Sales Load Imposed on Reinvested Dividends............................... None
Deferred Sales Charge.................................................... None
Redemption Fee*.......................................................... None
Exchange Fee............................................................. None
</TABLE>
- ------------------------
* A $9.00 fee is charged for redemptions made by bank wire.
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
--------- ----------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees.............................................................. 1.25% 1.00%
12b-1 Fees................................................................... None 0.25%
Other Expenses............................................................... 0.43% 0.43%
--------- ----------
Total Fund Operating Expenses.............................................. 1.68% 1.68%
</TABLE>
EXAMPLES
An investment of $1,000 in the Fund would incur the following expenses,
assuming 5% annual return and redemption at the end of each period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Based on actual expenses:....................................... $ 17 $ 53 $ 91 $ 199
Based on pro forma expenses:.................................... $ 17 $ 53 $ 91 $ 199
</TABLE>
The table is provided to help you understand the expenses of investing in
the Fund and your share of the operating expenses of the Fund. THE EXAMPLES
SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE PERFORMANCE; ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN. If the Distribution Plan is
implemented, long-term shareholders of the Fund may pay more than the economic
equivalent of the maximum front-end sales load permitted under applicable
broker-dealer sales rules.
REQUIRED VOTE. Approval of the Distribution Plan requires the affirmative
vote of a "majority of the outstanding voting securities" of the Fund, which for
this purpose means the affirmative vote of the lesser of (i) 67% or more of the
shares of the Fund represented at the Meeting, if more than 50% of the shares of
the Fund are represented at the Meeting, and (ii) more than 50% of the
outstanding shares of the Fund.
4
<PAGE>
Each share is entitled to one vote, with fractional shares voting
proportionally. Votes cast by proxy or in person at the Meeting will be counted
by persons appointed by the Fund as inspectors of election for the Meeting. The
inspectors of election will count the total number of votes cast "for" approval
of the Proposal for purposes of determining whether sufficient affirmative votes
have been cast. The inspectors of election will count all shares represented by
proxies that reflect abstentions and "broker non-votes" (I.E., shares held by
brokers or nominees as to which instructions have not been received from the
beneficial owners or the persons entitled to vote) for purposes of determining
the presence of a quorum. Abstentions and broker non-votes have the effect of a
negative vote on the Proposal.
To the knowledge of the Fund, no person owns beneficially more than 5% of
the outstanding shares of the Fund. Trustees and officers of the Fund own, as a
group, less than 1% of the Fund's outstanding shares. The address of RSIM and
RS&Co. is 555 California Street, San Francisco, California 94104.
MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named as proxies in the enclosed form of proxy.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Fund's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders, and the Fund does not currently intend to
hold such a meeting in 1996. Shareholder proposals for inclusion in the proxy
statement for any subsequent meeting must be received within a reasonable period
of time prior to any such meeting.
COSTS OF SOLICITATION. The costs of solicitation of proxies will be borne
by the Fund. Solicitation of proxies by personal interview, mail, telephone, and
telegraph may be made by officers and Trustees of the Trust (who will receive no
compensation therefor in addition to their regular salaries). In addition, the
firm of D.F. King & Co., Inc. has been retained to assist in the solicitation of
proxies, at a cost to the Fund which is not expected to exceed $3,500, plus
reimbursements of the firm's out-of-pocket expenses.
ADJOURNMENT. If sufficient votes in favor of the Proposal are not received
by the time scheduled for the Meeting, the persons named as proxies may propose
one or more adjournments of the Meeting for a period or periods of not more than
60 days in the aggregate to permit further solicitation of proxies. Any
adjournment will require the affirmative vote of a majority of the shares
represented at the Meeting in person or by proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal. The Fund would pay the costs of any additional
solicitation and of any adjourned session.
San Francisco, California
November 7, 1995
5
<PAGE>
EXHIBIT A
ROBERTSON STEPHENS VALUE + GROWTH FUND
------------------------------------------------
DISTRIBUTION PLAN
This Distribution Plan (the "Plan") is adopted in accordance with Rule 12b-1
(the "Rule") under the Investment Company Act of 1940, as amended (the "Act"),
by ROBERTSON STEPHENS INVESTMENT TRUST, a business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), with respect to its
series of shares designated as ROBERTSON STEPHENS VALUE + GROWTH FUND (the
"Fund").
1. ANNUAL FEE. The Trust will pay to Robertson, Stephens & Company, L.P.
("RS&Co."), as the distributor of the Fund's shares, an annual fee for RS&Co.'s
services in such capacity including its expenses in connection with the
promotion and distribution of the Fund's shares (collectively, "Distribution
Expenses"). The annual fee paid to RS&Co. under the Plan will be calculated
daily and paid monthly by the Fund on the first day of each month at an annual
rate of 0.25% of the Fund's average daily net assets.
2. DISTRIBUTION EXPENSES IN EXCESS OF OR LESS THAN AMOUNT OF FEE. All
Distribution Expenses of RS&Co. in excess of its compensation hereunder shall be
borne by RS&Co. The fees paid by the Trust on behalf of the Fund shall not be
refundable in the event that in any given year the fees are greater than
RS&Co.'s Distribution Expenses for that year.
3. EXPENSES COVERED BY THE PLAN. The fee paid to RS&Co. under Section 1 of
the Plan may be used by RS&Co. to pay for any expenses primarily intended to
result in the sale of the Fund's shares, including, but not limited to: (a)
costs of payments, including incentive compensation, made to the partners and
employees of, agents for and consultants to RS&Co. or any other broker-dealers
that engage in the distribution of the Fund's shares; (b) payments made to, and
expenses of, persons who provide support services in connection with the
distribution of the Fund's shares, including, but not limited to, personnel of
RS&Co., office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and providing
any other shareholder services not otherwise provided by the Trust's transfer
agency; (c) all payments made pursuant to the form of Distribution and Service
Agreement attached hereto as an Exhibit; (d) costs relating to the formulation
and implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper, magazine
and other mass media advertising; (e) costs of printing and distributing
prospectuses, statements of additional information and reports of the Fund to
prospective shareholders of the Fund; (f) costs involved in preparing, printing
and distributing sales literature pertaining to the Fund; and (g) costs involved
in obtaining whatever information, analyses and reports with respect to
marketing and promotional activities that the Trust may, from time to time, deem
advisable. Such expenses shall be deemed incurred whether paid directly by
RS&Co. or by a third party to the extent reimbursed therefor by RS&Co.
A-1
<PAGE>
4. PROPHYLACTIC PROVISIONS. No additional payments are to be made by the
Trust with respect to the Fund as a result of the Plan other than (a) the
compensation the Fund is otherwise obligated to pay to Robertson, Stephens &
Company Investment Management, L.P. (the "Adviser") pursuant to the Investment
Advisory Agreement as in effect at any time, (b) payments pursuant to Section 1
of the Plan, and (c) payments made by the Fund in the ordinary course of its
business. To the extent any payments by the Fund under Subparagraph (b) above,
or to or by the Adviser, RS&Co. or other parties on behalf of the Fund, the
Adviser or RS&Co. are deemed to be payments for the financing of any activity
primarily intended to result in the sale of shares of the Fund within the
context of the Rule, then such payments shall be deemed to have been made
pursuant to the Plan, except that the limitation set forth in the first sentence
of Section 2 of the Plan shall not apply. The costs and activities, the payment
of which are intended to be within the scope of the Plan pursuant to this
Section, shall include, but not necessarily be limited to, the following:
a. the costs of preparing, printing, and mailing all required reports and
notices to existing shareholders;
b. the costs of preparing, printing, and mailing or other dissemination of
all prospectuses and statements of additional information;
c. the costs of preparing, printing and mailing any proxy statements,
proxies and related solicitation materials;
d. all legal and accounting fees relating to the preparation of any such
reports, prospectuses, proxies, proxy statements and related solicitation
materials;
e. all fees and expenses relating to the qualification of the Trust and/or
Fund and/or its shares under the securities or "Blue Sky" laws of any
jurisdiction;
f. all fees under the Securities Act of 1933 and the Act, including fees in
connection with any application for exemption relating to or directed toward the
sale of the Fund's shares;
g. all fees and assessments of the Investment Company Institute and other
trade or any successor organizations, irrespective of whether some of its
activities are designed to provide sales assistance;
h. all costs of preparing and mailing confirmations of shares sold or
redeemed, and reports of share balances;
i. all costs of responding to telephone or mail inquiries of investors or
prospective investors; and
j. payments to dealers, financial institutions, advisers, or other firms,
any one of whom may receive monies (in addition to any amounts paid pursuant to
the Exhibit hereto) in respect to the Fund's shares owned by shareholders for
whom such firm is the dealer of record or holder of record in any capacity, or
with whom such firm has a servicing, agency, or distribution relationship.
Servicing may include, among other things: (A) answering client inquiries
regarding the Fund; (B) assisting clients in changing account designations and
addresses; (C) performing subaccounting; (D) establishing and maintaining
shareholder accounts and records; (E) processing purchase and
A-2
<PAGE>
redemption transactions; (F) providing periodic statements showing a client's
account balance and integrating such statements with those of other transactions
and balances in the client's other accounts serviced by such firm; (G) arranging
for bank wire transfers; and (H) such other services as the Fund may require.
5. WRITTEN REPORTS. RS&Co. shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written report of the monies
paid to it under the Plan and the purposes for which such monies were expended,
and shall furnish the Board of Trustees of the Trust with such other information
as the Board of Trustees may reasonably request in connection with the payments
made under the Plan in order to enable the Board of Trustees to make an informed
determination of whether the Plan should be continued.
6. TERMINATION. The Plan may be terminated at any time, without penalty,
by vote of a majority of the outstanding voting securities of the Fund or by a
majority of the Trustees who are not interested persons of the Trust and have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan (the "Qualified Trustees"), and any Distribution
and Service Agreement under the Plan may be likewise terminated, on not more
than sixty (60) days prior written notice.
7. AMENDMENTS. The Plan and any Distribution and Service Agreement may not
be amended to increase materially the amount to be spent for distribution and
servicing of Fund shares pursuant to Section 1 hereof without approval by a
majority of the outstanding voting securities of the Fund. All material
amendments to the Plan and any Distribution and Service Agreement entered into
with third parties shall also be approved in the manner described in Section 10,
below.
8. SELECTION OF NON-INTERESTED TRUSTEES. So long as the Plan is in effect,
the selection and nomination of the Trust's non-interested Trustees shall be
committed to the discretion of such non-interested Trustees.
9. RELATIONSHIP TO AGREEMENT AND DECLARATION OF TRUST. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts and notice is hereby given that this
Plan is executed on behalf of the Trustees of the Trust as Trustees, and not
individually, and that the Trust's obligations arising out of this Plan are not
binding upon the Trustees or holders of the Trust's shares individually but are
binding only upon the assets and property of the Fund.
10. EFFECTIVE DATE OF PLAN. The Plan shall take effect on January 1, 1996,
and, unless sooner terminated, shall continue in effect for a period of more
than one year after it takes effect only so long as such continuance is
specifically approved at least annually by votes of the majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of both (i) the Trustees of the
Trust, and (ii) the Qualified Trustees, cast in person at a meeting called for
the purpose of voting on this Plan.
A-3
<PAGE>
11. PRESERVATION OF MATERIALS. The Trust will preserve copies of the Plan,
any agreements relating to the Plan and any report made pursuant to Section 5
above, for a period of not less than six years (the first two years in an easily
accessible place) from the date of the Plan, agreement or report.
12. MEANINGS OF CERTAIN TERMS. As used in the Plan, the terms "interested
person," "majority of the outstanding voting securities" and "assignment" will
be deemed to have the same meaning that those terms have under the Act and the
rules and regulations under the Act, subject to any exemption that may be
granted to the Trust under the Act by the Securities and Exchange Commission.
This Plan and the terms and provisions hereof are hereby accepted and agreed
to by the Trust, on behalf of the Fund, and RS&Co., as evidenced by their
execution hereof, as of this day of , 1995.
ROBERTSON STEPHENS
INVESTMENT TRUST
By:
-------------------------------------
G. Randy Hecht,
PRESIDENT
ROBERTSON, STEPHENS & COMPANY, L.P.
By: Robertson, Stephens & Company,
Incorporated, General Partner
By:
-------------------------------------
G. Randy Hecht,
CHIEF OPERATING OFFICER
A-4
<PAGE>
EXHIBIT
ROBERTSON STEPHENS VALUE + GROWTH FUND
------------------------------------------------
DISTRIBUTION AND SERVICE AGREEMENT
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
Gentlemen:
This Distribution and Service Agreement has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act"), by
ROBERTSON STEPHENS INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), on behalf of its series of shares designated as ROBERTSON STEPHENS
VALUE + GROWTH FUND (the "Fund"), as part of a plan pursuant to said Rule (the
"Plan"). The Plan has been approved by a majority of the Trustees who are not
interested persons of the Trust or the Fund and who have no direct or indirect
financial interest in the operation of the Plan (the "non-interested Trustees"),
cast in person at a meeting called for the purpose of voting on such Plan. Such
approval included a determination that in the exercise of the reasonable
business judgment of the Board of Trustees and in light of the Trustees'
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Fund and its shareholders. The Plan has also been approved by a vote of at
least a majority of the outstanding voting securities of the Fund, as defined in
the Act.
1. To the extent you provide distribution, marketing or administrative
services, including, but not limited to, furnishing services and assistance to
your customers who own Fund shares, answering routine inquiries regarding the
Fund, or assisting in changing account designations and addresses, we shall pay
you a monthly fee based on the average net asset value during any month of Fund
shares which are attributable to customers of your firm, at the rate set forth
on the Schedule attached hereto and made a part of this Agreement (the
"Schedule"); PROVIDED, HOWEVER, that you acknowledge by your execution hereof
that all payments by the Fund to us under the Plan shall be paid in accordance
with Article III, Section 26 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., as such Section may change from time to
time ("Section 26"), including, without limitation, the limitations set forth in
Section 26 on the maximum asset-based sales charges (as defined in Section 26)
payable with respect to such shares. Accordingly, it is agreed that to the
extent the fees payable to us under the Plan with respect to the Fund are
reduced or prohibited by the operation of Section 26, our payments to you
hereunder will likewise be reduced or will cease, and you agree that we shall be
obligated to pay you a fee hereunder only if and to the extent we actually
receive a fee from the Fund pursuant to the Plan.
A-5
<PAGE>
2. In no event may the aggregate annual fee paid to you pursuant to the
Schedule attached hereto exceed [such amount to be negotiable by RS&Co.
but not to exceed 0.75%] percent of the value of the Fund's net assets held in
your customers' accounts which are eligible for payment pursuant to this
Agreement (determined in the same manner as the Fund uses to compute its net
assets as set forth in its then effective Prospectus), without approval by a
majority of the outstanding shares of the Fund.
3. You shall furnish us and the Fund with such information as shall
reasonably be requested by the Trust's Board of Trustees with respect to the
fees paid to you pursuant to the Schedule.
4. We shall furnish to the Board of Trustees of the Trust, for their
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the Fund and the purposes for which such expenditures
were made.
5. This Agreement may be terminated by us or by you, by the vote of a
majority of the non-interested Trustees, or by a vote of a majority of the
outstanding shares of the Fund, on sixty (60) days' prior written notice, all
without payment of any penalty. It shall also be terminated automatically by any
act that terminates the Fund's Distribution Plan with Robertson, Stephens &
Company, L.P., and in the event of its assignment.
6. The provisions of the Plan between the Trust and us, insofar as they
relate to you, are incorporated herein by reference.
This Agreement shall take effect on the date hereof.
ROBERTSON, STEPHENS & COMPANY, L.P.
By: Robertson, Stephens & Company,
Incorporated, General Partner
By:
-------------------------------------
Authorized Officer
Agreed and Accepted:
-------------------------------------
(Name)
By:
-------------------------------------
(Authorized Officer)
A-6
<PAGE>
ROBERTSON STEPHENS VALUE + GROWTH FUND
------------------------
SCHEDULE TO DISTRIBUTION AND SERVICE AGREEMENT
BETWEEN ROBERTSON, STEPHENS & COMPANY, L.P.
------------------------------------
(NAME)
Pursuant to the provisions of the Distribution and Service Agreement between
the above parties with respect to ROBERTSON STEPHENS VALUE + GROWTH FUND (the
"Fund"), Robertson, Stephens & Company, L.P. shall pay a monthly fee to the
above-named party based on the average net asset value of Fund shares during the
previous calendar month the sales of which are attributable to the above-named
party, as follows:
A-7
<PAGE>
________________________________________________________________________________
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE, AND RETURN PROMPTLY.
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SERVICES
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
ROBERTSON STEPHENS INVESTMENT TRUST
VALUE + GROWTH FUND
PROXY FOR THE MEETING OF SHAREHOLDERS
DECEMBER 19, 1995
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints G. Randy Hecht, Terry R. Otton, and Robert A.
Zidar, and each of them, proxies, with power of substitution to each, and hereby
authorizes them to represent and to vote, as designated below, at the Meeting of
Shareholders of Robertson Stephens Value + Growth Fund (the "Fund") on Tuesday,
December 19, 1995 at 9:30 a.m. Pacific time, and at any adjournments thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS / X /
KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
ROBERTSON STEPHENS VALUE + GROWTH FUND
VOTE ON PROPOSAL
FOR AGAINST ABSTAIN
/ / / / / /
1. TO APPROVE THE DISTRIBUTION PLAN FOR THE ROBERTSON STEPHENS VALUE + GROWTH
FUND.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR the
Proposal.
PLEASE SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee, or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, sign in the partnership name.
- -------------------------------------
SIGNATURE
- -------------------------------------
SIGNATURE(JOINT OWNERS)
- ------------------
DATE
