<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A POST-
EFFECTIVE AMENDMENT TO THE TRUST'S REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS
NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 18, 1996
P R O S P E C T U S August __, 1996
THE ROBERTSON STEPHENS DIVERSIFIED GROWTH FUND
THE ROBERTSON STEPHENS DIVERSIFIED GROWTH FUND seeks long-term capital growth.
The Fund will pursue its objective by investing in a diversified portfolio of
equity securities. In selecting investments for the Fund, Robertson Stephens
Investment Management focuses on small- and mid-cap companies, to create a
portfolio of investments broadly diversified over industry sectors and
companies.
This Prospectus explains concisely the information about the Fund that a
prospective investor should know before investing in shares of the Fund. Please
read it carefully and keep it for future reference. Investors can find more
detailed information about the Fund in the August __, 1996 Statement of
Additional Information, as amended from time to time. For a free copy of the
Statement of Additional Information, please call 1-800-766-FUND. The Statement
of Additional Information has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference.
--------------------
Robertson, Stephens & Company LLC
Distributor
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
EXPENSE SUMMARY
Expenses are one of several factors to consider when investing in the Fund. The
following table summarizes your maximum transaction costs from investing in
shares of the Fund and expenses the Fund expects to incur in its first full year
of operations. The Example shows the cumulative expenses attributable to a
$1,000 investment in the Fund over specified periods.
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee* None
Exchange Fee None
* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees 1.00%
12b-1 Fees 0.25%
Other Expenses 0.60%
Total Fund Operating Expenses 1.85%
_______________
EXAMPLES
Your investment of $1,000 in the Fund would incur the following expenses,
assuming 5% annual return and redemption at the end of each period:
1 year 3 years
------ -------
$19 $58
This information is provided to help you understand the expenses of investing in
the Fund and your share of the estimated operating expenses of the Fund. The
information concerning the Fund is based on the expenses the Fund expects to
incur during its first full year of operations. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE PERFORMANCE; ACTUAL EXPENSES MAY BE MORE
OR LESS THAN THOSE SHOWN. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the rules of the
National Association of Securities Dealers, Inc.
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<PAGE>
INTRODUCTION
The Robertson Stephens Mutual Funds are designed to make available to
mutual fund investors the expertise of the investment professionals at
Robertson, Stephens & Company Investment Management, L.P.
THE FUND'S INVESTMENT STRATEGIES AND PORTFOLIO INVESTMENTS WILL DIFFER FROM
THOSE OF MOST OTHER MUTUAL FUNDS. ROBERTSON STEPHENS INVESTMENT MANAGEMENT
SEEKS AGGRESSIVELY TO IDENTIFY FAVORABLE SECURITIES, ECONOMIC AND MARKET
SECTORS, AND INVESTMENT OPPORTUNITIES THAT OTHER INVESTORS AND INVESTMENT
ADVISERS MAY NOT HAVE IDENTIFIED. WHEN ROBERTSON STEPHENS INVESTMENT MANAGEMENT
IDENTIFIES SUCH AN INVESTMENT OPPORTUNITY, IT MAY DEVOTE MORE OF THE FUND'S
ASSETS TO PURSUING THAT OPPORTUNITY, OR AT DIFFERENT TIMES, THAN MANY OTHER
MUTUAL FUNDS, AND MAY SELECT INVESTMENTS FOR THE FUND THAT WOULD BE
INAPPROPRIATE FOR LESS AGGRESSIVE MUTUAL FUNDS. IN ADDITION, UNLIKE MOST OTHER
MUTUAL FUNDS, THE FUND MAY ENGAGE IN SHORT SALES OF SECURITIES, WHICH INVOLVE
SPECIAL RISKS.
INVESTMENT OBJECTIVE AND POLICIES
THE DIVERSIFIED GROWTH FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM
CAPITAL GROWTH. In selecting investments for the Fund, Robertson Stephens
Investment Management focuses on small- and mid-cap companies, to create a
portfolio of investments broadly diversified over industry sectors and
companies.
The Fund invests principally in common and preferred stocks and warrants.
Although the Fund intends to focus on companies with market capitalizations of
up to $3 billion, the Fund will remain flexible and may invest in securities of
larger companies. The Fund may also purchase debt securities Robertson Stephens
Investment Management believes are consistent with the Fund's investment
objective, and may engage in short sales of securities it expects to decline in
price.
Small- and mid-cap companies may present greater opportunities for
investment return, but also involve greater risks. They may have limited
product lines, markets, or financial resources, or may depend on a limited
management group. Their securities may trade less frequently and in limited
volume. As a result, the prices of these securities may fluctuate more than
prices of securities of larger, widely traded companies. See "Investments in
smaller companies," below.
The Fund will not invest for current income. The Fund may hold a portion
of its assets in cash or money market investments.
JOHN L. WALLACE is responsible for managing the Diversified Growth Fund.
He is also responsible for managing the Robertson Stephens Growth & Income Fund,
which was organized in 1995. Prior to joining Robertson, Stephens & Company
Investment Management, L.P., Mr. Wallace was Vice President of Oppenheimer
Management Corp., where he was portfolio manager of the Oppenheimer Main Street
Income and Growth Fund.
The Fund is a series of Robertson Stephens Investment Trust (the "Trust"),
an open-end series investment company. The investment policies of the Fund may,
unless otherwise specifically stated, be changed by the Trustees without
shareholder approval. All percentage limitations on investments will apply at
the time of investment and will not be considered violated unless an excess or
deficiency occurs or exists immediately after and as a result of the investment.
The Trustees would not materially change the Fund's investment objective without
shareholder approval. There can, of course, be no assurance that the Fund will
achieve its investment objective.
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<PAGE>
OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS
- -------------------------------------------------------------------------------
The Fund may also engage in the following investment practices, each of
which involves certain special risks. The Statement of Additional Information
contains more detailed information about these practices (some of which,
including, for example, options and futures contracts, and certain debt
securities, may be considered "derivative" investments), including limitations
designed to reduce these risks.
INVESTMENTS IN SMALLER COMPANIES. The Fund may invest a substantial portion
of its assets in securities issued by small companies. Such companies may offer
greater opportunities for capital appreciation than larger companies, but
investments in such companies may involve certain special risks. Such companies
may have limited product lines, markets, or financial resources and may be
dependent on a limited management group. While the markets in securities of
such companies have grown rapidly in recent years, such securities may trade
less frequently and in smaller volume than more widely held securities. The
values of these securities may fluctuate more sharply than those of other
securities, and the Fund may experience some difficulty in establishing or
closing out positions in these securities at prevailing market prices. There
may be less publicly available information about the issuers of these securities
or less market interest in such securities than in the case of larger companies,
and it may take a longer period of time for the prices of such securities to
reflect the full value of their issuers' underlying earnings potential or
assets.
Some securities of smaller issuers may be restricted as to resale or may
otherwise be highly illiquid. The ability of the Fund to dispose of such
securities may be greatly limited, and the Fund may have to continue to hold
such securities during periods when Robertson Stephens Investment Management
would otherwise have sold the security. It is possible that Robertson Stephens
Investment Management or its affiliates or clients may hold securities issued by
the same issuers, and may in some cases have acquired the securities at
different times, on more favorable terms, or at more favorable prices, than the
Fund.
SHORT SALES. When Robertson Stephens Investment Management anticipates
that the price of a security will decline, it may sell the security short and
borrow the same security from a broker or other institution to complete the
sale. The Fund may make a profit or incur a loss depending upon whether the
market price of the security decreases or increases between the date of the
short sale and the date on which the Fund must replace the borrowed security.
All short sales must be fully collateralized, and the Fund will not sell
securities short if, immediately after and as a result of the sale, the value of
all securities sold short by the Fund exceeds 25% of its total assets. The Fund
limits short sales of any one issuer's securities to 2% of the Fund's total
assets and to 2% of any one class of the issuer's securities.
FOREIGN SECURITIES. The Fund may invest in securities principally traded
in foreign markets. Because foreign securities are normally denominated and
traded in foreign currencies, the value of the Fund's assets may be affected
favorably or unfavorably by currency exchange rates and exchange control
regulations. There may be less information publicly available about a foreign
company than about a U.S. company, and foreign companies are not generally
subject to accounting, auditing, and financial reporting standards and practices
comparable to those in the United States. The securities of some foreign
companies are less liquid and at times more volatile than securities of
comparable U.S. companies. Foreign brokerage commissions and other fees are
also generally higher than in the United States. Foreign settlement procedures
and trade regulations may involve certain risks (such as delay in payment or
delivery of securities or in the recovery of the Fund's assets held abroad) and
expenses not present in the settlement of domestic investments.
In addition, there may be a possibility of nationalization or expropriation
of assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability, and diplomatic developments that could
affect the value of the Fund's investments in certain foreign countries. Legal
remedies available to
-4-
<PAGE>
nvestors in certain foreign countries may be more limited than those available
with respect to investments in the United States or in other foreign countries.
In the case of securities issued by a foreign governmental entity, the issuer
may in certain circumstances be unable or unwilling to meet its obligations on
the securities in accordance with their terms, and the Fund may have limited
recourse available to it in the event of default. The laws of some foreign
countries may limit the Fund's ability to invest in securities of certain
issuers located in those foreign countries. Special tax considerations apply to
foreign securities. The Fund may buy or sell foreign currencies and options and
futures contracts on foreign currencies for hedging purposes in connection with
its foreign investments.
DEBT SECURITIES. The Fund may invest in debt securities from time to time,
if Robertson Stephens Investment Management believes that investing in such
securities might help achieve the Fund's objective. The Fund's investments may
include lower-quality, high-yielding debt securities. Lower-rated debt
securities (commonly called "junk bonds") are considered to be of poor standing
and predominantly speculative. Securities in the lowest rating categories may
have extremely poor prospects of attaining any real investment standing and may
be in default. It is possible that the Fund may invest in debt securities that
are in default. The rating services' descriptions of securities in the lower
rating categories, including their speculative characteristics, are set forth in
the Statement of Additional Information.
Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. In addition, the
lower ratings of such securities reflect a greater possibility that adverse
changes in the financial condition of the issuer, or in general economic
conditions, or both, or an unanticipated rise in interest rates, may impair the
ability of the issuer to make payments of interest and principal. Changes by
recognized rating services in their ratings of any fixed-income security and in
the ability or perceived inability of an issuer to make payments of interest and
principal may also affect the value of these investments. See the Statement of
Additional Information.
The Fund may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero-coupon bonds are issued at a significant
discount from face value and pay interest only at maturity rather than at
intervals during the life of the security. Payment-in-kind bonds allow the
issuer, at its option, to make current interest payments on the bonds either
in cash or in additional bonds. The values of zero-coupon bonds and
payment-in-kind bonds are subject to greater fluctuation in response to
changes in market interest rates than bonds which pay interest currently, and
may involve greater credit risk than such bonds.
The Fund will not necessarily dispose of a security when its debt rating is
reduced below its rating at the time of purchase, although Robertson Stephens
Investment Management will monitor the investment to determine whether continued
investment in the security will assist in meeting the Fund's investment
objective.
OPTIONS AND FUTURES. The Fund may buy and sell call and put options to
hedge against changes in net asset value or to attempt to realize a greater
current return. In addition, through the purchase and sale of futures contracts
and related options, the Fund may at times seek to hedge against fluctuations in
net asset value and to attempt to increase its investment return.
The Fund's ability to engage in options and futures strategies will depend
on the availability of liquid markets in such instruments. It is impossible to
predict the amount of trading interest that may exist in various types of
options or futures contracts. Therefore, there is no assurance that the Fund
will be able to utilize these instruments effectively for the purposes stated
above. Although the Fund will only engage in options and futures transactions
for limited purposes, those transactions involve certain risks which are
described below and in the Statement of Additional Information.
-5-
<PAGE>
Transactions in options and futures contracts involve brokerage costs and
may require the Fund to segregate assets to cover its outstanding positions.
For more information, see the Statement of Additional Information.
INDEX FUTURES AND OPTIONS. The Fund may buy and sell index futures
contracts ("index futures") and options on index futures and on indices (or may
purchase warrants whose value is based on the value from time to time of one or
more foreign securities indices) for hedging purposes. An index future is a
contract to buy or sell units of a particular bond or stock index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index futures or
option transaction, the Fund realizes a gain or loss. The Fund may also buy and
sell index futures and options to increase its investment return.
RISKS RELATED TO OPTIONS AND FUTURES STRATEGIES. Options and futures
transactions involve costs and may result in losses. Certain risks arise
because of the possibility of imperfect correlations between movements in the
prices of futures and options and movements in the prices of the underlying
security or index of the securities held by the Fund that are the subject of a
hedge. The successful use by the Fund of the strategies described above further
depends on the ability of Robertson Stephens Investment Management to forecast
market movements correctly. Other risks arise from the Fund's potential
inability to close out futures or options positions. Although the Fund will
enter into options or futures transactions only if Robertson Stephens Investment
Management believes that a liquid secondary market exists for such option or
futures contract, there can be no assurance that the Fund will be able to effect
closing transactions at any particular time or at an acceptable price. Certain
provisions of the Internal Revenue Code may limit the Fund's ability to engage
in options and futures transactions.
The Fund expects that its options and futures transactions generally will
be conducted on recognized exchanges. The Fund may in certain instances
purchase and sell options in the over-the-counter markets. The Fund's
ability to terminate options in the over-the-counter markets may be more
limited than for exchange-traded options, and such transactions also involve
the risk that securities dealers participating in such transactions would be
unable to meet their obligations to the Fund. The Fund will, however, engage
in over-the-counter transactions only when appropriate exchange-traded
transactions are unavailable and when, in the opinion of Robertson Stephens
Investment Management, the pricing mechanism and liquidity of the
over-the-counter markets are satisfactory and the participants are
responsible parties likely to meet their obligations.
The Fund will not purchase futures or options on futures or sell futures
if, as a result, the sum of the initial margin deposits on the Fund's existing
futures positions and premiums paid for outstanding options on futures contracts
would exceed 5% of the Fund's assets. (For options that are "in-the-money" at
the time of purchase, the amount by which the option is "in-the-money" is
excluded from this calculation.)
SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend portfolio
securities to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some risk to
the Fund if the other party should default on its obligations and the Fund is
delayed or prevented from recovering the collateral.
DEFENSIVE STRATEGIES. At times, Robertson Stephens Investment Management
may judge that market conditions make pursuing the Fund's basic investment
strategy inconsistent with the best interests of its shareholders. At such
times, Robertson Stephens Investment Management may temporarily use alternative
strategies, primarily designed to reduce fluctuations in the values of the
Fund's assets. In implementing these "defensive" strategies, the Fund may
invest in U.S. Government securities, other high-quality debt instruments, and
other securities Robertson Stephens Investment Management believes to be
consistent with the Fund's best interests.
-6-
<PAGE>
PORTFOLIO TURNOVER. The length of time the Fund has held a particular
security is not generally a consideration in investment decisions. The
investment policies of the Fund may lead to frequent changes in the Fund's
investments, particularly in periods of volatile market movements. A change in
the securities held by the Fund is known as "portfolio turnover." Portfolio
turnover generally involves some expense to the Fund, including brokerage
commissions or dealer mark-ups and other transaction costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. The Fund's annual portfolio turnover is
expected to be less than 200%.
MANAGEMENT OF THE FUND
The Trustees of the Trust are responsible for generally overseeing the
conduct of the Trust's business. ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., 555 California Street, San Francisco, CA 94104, is the
investment adviser for the Fund. Robertson, Stephens & Company Investment
Management, L.P., a California limited partnership, was formed in 1993 and is
registered as an investment adviser with the Securities and Exchange Commission.
The general partner of Robertson, Stephens & Company Investment Management, L.P.
is Robertson, Stephens & Company, Inc., and the principal limited partner is
Robertson, Stephens & Company LLC, the Fund's distributor and a major investment
banking firm specializing in emerging growth companies that has developed
substantial investment research, underwriting, and venture capital expertise.
Since 1978, Robertson, Stephens & Company LLC has managed underwritten public
offerings for over $15.23 billion of securities of emerging growth companies.
Robertson, Stephens & Company Investment Management, L.P. and its affiliates
have in excess of $3.4 billion under management in public and private investment
funds. Robertson, Stephens & Company LLC, its general partner, Robertson,
Stephens & Company, Inc., and Sanford R. Robertson may be deemed to be control
persons of Robertson, Stephens & Company Investment Management, L.P.
Subject to such policies as the Trustees may determine, Robertson Stephens
Investment Management furnishes a continuing investment program for the Fund and
makes investment decisions on the Fund's behalf pursuant to an Investment
Advisory Agreement with the Fund. The Fund pays all expenses not assumed by
Robertson Stephens Investment Management including, among other things,
Trustees' fees, auditing, accounting, legal, custodial, investor servicing, and
shareholder reporting expenses, and payments under the Fund's Distribution Plan.
Robertson Stephens Investment Management places all orders for purchases
and sales of the Fund's securities. In selecting broker-dealers, Robertson
Stephens Investment Management may consider research and brokerage services
furnished to it and its affiliates. Robertson, Stephens & Company LLC may
receive brokerage commissions from the Fund in accordance with procedures
adopted by the Trustees under the Investment Company Act of 1940 which
require periodic review of these transactions. Subject to seeking the most
favorable price and execution available, Robertson Stephens Investment
Management may consider sales of shares of the Fund as a factor in the
selection of broker-dealers.
The Investment Advisory Agreement between the Fund and Robertson Stephens
Investment Management permits Robertson Stephens Investment Management to seek
reimbursement of any reductions made to its management fee within the two-year
period following such reduction, subject to the ability of the Fund to effect
such reimbursement and remain in compliance with applicable expense limitations.
ADMINISTRATIVE SERVICES. The Fund has entered into an agreement with
Robertson Stephens Investment Management pursuant to which Robertson Stephens
Investment Management provides administrative services to the Fund. The Fund
pays Robertson Stephens Investment Management a fee for such services at the
annual rate of 0.25% of its average daily net assets.
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<PAGE>
HOW TO PURCHASE SHARES
Currently, your minimum initial investment is $5,000 ($1,000 for IRAs), and
your subsequent investments must be at least $100 ($1 for IRAs). You may obtain
an Application by calling the Fund at 1-800-776-FUND, or by writing to
Robertson, Stephens & Company LLC at 555 California Street, San Francisco, CA
94104.
INITIAL INVESTMENTS
- -------------------------------------------------------------------------------
You may make your initial investment in Fund shares by mail or by wire
transfer as described below.
BY MAIL: Send a completed Application, together with a check made payable
to the Fund, to the Fund's Transfer Agent: State Street Bank and Trust Company
c/o National Financial Data Services, P.O. Box 419717, Kansas City, MO 64141.
BY WIRE: (1) Telephone National Financial Data Services at 1-800-272-6944.
Indicate the name(s) to be used on the account registration, the mailing
address, your social security number, the amount being wired, the name of your
wiring bank, and the name and telephone number of a contact person at the wiring
bank. Please include in your wire the account number that you receive along
with the account name.
(2) Then instruct your bank to wire the specified amount, along with your
account name and number to:
State Street Bank and Trust Company
ABA# 011 000028
Attn: Custody
DDA# 99047177
225 Franklin Street
Boston, MA 02110
Credit: Diversified Growth Fund
For further credit:
____________________
(Shareholder's name)
_________________________
(Shareholder's account #)
At the same time, you must mail a completed and signed Application to:
State Street Bank and Trust Company c/o National Financial Data Services, P.O.
Box 419717, Kansas City, MO 64141. Please include your account number on the
Application.
You also may purchase and sell shares through certain securities brokers.
Such brokers may charge you a transaction fee for this service; account options
available to clients of securities brokers, including arrangements regarding the
purchase and sale of Fund shares, may differ from those available to persons
investing directly in the Fund. In their sole discretion, either Robertson
Stephens Investment Management or Robertson, Stephens & Company LLC, the Fund's
distributor, may pay such brokers for shareholder, subaccounting, and other
services, including handling such sales.
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<PAGE>
SUBSEQUENT INVESTMENTS
- -------------------------------------------------------------------------------
After your account is open, you may invest by mail, telephone, or wire at
any time. Please include your name and account number on all checks and wires.
Please use separate checks or wires for investments to separate accounts.
AUTOBUY: The Autobuy option allows you to purchase shares by moving money
directly from your checking account to the Fund. If you have established the
Autobuy option, you may purchase additional shares in an existing account by
calling the Transfer Agent at 1-800-272-6944 and instructing the Transfer Agent
as to the dollar amount you wish to invest. The investment will automatically
be processed through the Automatic Clearing House (ACH) system. There is no fee
for this option. If you did not establish this option at the time you opened
your account, send a letter of instruction along with a voided check to the
Transfer Agent.
OTHER INFORMATION ABOUT PURCHASING SHARES
- -------------------------------------------------------------------------------
All purchases of Fund shares are subject to acceptance by the Fund and are
not binding until accepted and shares are issued. Your signed and completed
Application (for initial investments) or account statement stub (for subsequent
investments) and full payment, in the form of either a wire transfer or a check,
must be received and accepted by the Fund before any purchase becomes effective.
Purchases of Fund shares are made at the net asset value next determined after
the purchase is accepted. See "How Net Asset Value Is Determined." Please
initiate any wire transfer early in the morning to ensure that the wire is
received by the Fund before 4:00 p.m. New York time.
All purchases must be made in U.S. dollars, and checks should be drawn on
banks located in the U.S. If your purchase of shares is canceled due to
non-payment or because a check does not clear, you will be held responsible
for any loss incurred by the Fund or the Transfer Agent. The Fund can redeem
shares to reimburse it or the Transfer Agent for any such loss.
The Fund reserves the right to reject any purchase, in whole or in part,
and to suspend the offering of its shares for any period of time and to change
or waive the minimum investment amounts specified in this prospectus.
No share certificates will be issued.
EXCHANGE PRIVILEGE
- -------------------------------------------------------------------------------
Shares of the Fund offered by this Prospectus may be exchanged for shares
of any other Fund offered by Robertson Stephens Investment Trust. Exchanges
of shares will be made at their relative net asset values. Shares may be
exchanged only if the amount being exchanged satisfies the minimum investment
required and the shareholder is a resident of a state where shares of the
appropriate Fund are qualified for sale. However, you may not exchange your
investment in shares of any Fund more than four times in any twelve-month
period (including the initial exchange of your investment from that Fund
during the period, and subsequent exchanges of that investment from other
funds during the same twelve-month period).
Investors should note that an exchange will result in a taxable event.
Exchange privileges may be terminated, modified, or suspended by the Fund upon
60 days prior notice to shareholders.
Unless you have indicated that you do not wish to establish telephone
exchange privileges (see the Account Application or call the Fund for details),
you may make exchanges by telephone.
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<PAGE>
HOW TO REDEEM SHARES
REDEMPTIONS BY MAIL
- -------------------------------------------------------------------------------
You may redeem your shares of the Fund by mailing a written request for
redemption to the Transfer Agent that:
(1) states the number of shares or dollar amount to be redeemed;
(2) identifies your account number; and
(3) is signed by you and all other owners of the account exactly as their names
appear on the account.
If you request that the proceeds from your redemption be sent to you at an
address other than your address of record, or to another party, you must include
a signature guarantee for each such signature by an eligible signature
guarantor, such as a member firm of a national securities exchange or a
commercial bank or trust company located in the United States. If you are a
resident of a foreign country, another type of certification may be required.
Please contact the Transfer Agent for more details. Corporations, fiduciaries,
and other types of shareholders may be required to supply additional documents
which support their authority to effect a redemption.
REDEMPTIONS BY TELEPHONE
- -------------------------------------------------------------------------------
Unless you have indicated you do not wish to establish telephone redemption
privileges (see the Account Application or call the Fund for details), you may
redeem shares by calling the Transfer Agent at 1-800-272-6944 by 4:00 p.m. New
York time on any day the New York Stock Exchange is open for business.
If an account has more than one owner, the Transfer Agent may rely on the
instructions of any one owner. The Fund employs reasonable procedures in an
effort to confirm the authenticity of telephone instructions, which may include
requiring the caller to give a special authorization number assigned to your
account. If these procedures are not followed, the Fund and the Transfer Agent
may be responsible for any losses because of unauthorized or fraudulent
instructions. By not declining telephone redemption privileges, you authorize
the Transfer Agent to act upon any telephone instructions it believes to be
genuine, (1) to redeem shares from your account and (2) to mail or wire the
redemption proceeds. If you recently opened an account by wire, you cannot
redeem shares by telephone until the Transfer Agent has received your completed
Application.
Telephone redemption is not available for shares held in IRAs. The Fund
may change, modify, or terminate its telephone redemption services at any time
upon 30 days notice.
WIRE TRANSFER OF REDEMPTIONS
- -------------------------------------------------------------------------------
If your financial institution receives Federal Reserve wires, you may
instruct that your redemption proceeds be forwarded to you by a wire transfer.
Please indicate your financial institution's complete wiring instructions. The
Fund will forward proceeds from telephone redemptions only to the bank account
or Robertson, Stephens & Company LLC brokerage account that you have authorized
in writing. A $9.00 wire fee will be paid either by redeeming shares from your
account or upon a full redemption, deducting the fee from the proceeds.
AUTOSELL: The Autosell option allows shareholders to redeem shares from
their Fund accounts and to have the proceeds sent directly to their checking
account. If you have established the Autosell option, you may redeem shares by
calling the Transfer Agent at 1-800-272-6944 and instructing it as to the dollar
amount or number of shares you wish to redeem. The proceeds will automatically
be sent to your bank through the Automatic Clearing House (ACH) system. There
is no fee for this option. If you did not establish this option at the time you
opened your account, send a letter of instruction along with a voided check to
the Transfer Agent.
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<PAGE>
GENERAL REDEMPTION POLICIES
- -------------------------------------------------------------------------------
The redemption price per share is the net asset value per share next
determined after the Transfer Agent receives the request for redemption in
proper form, and the Fund will make payment for redeemed shares within seven
days thereafter. Under unusual circumstances, the Fund may suspend repurchases,
or postpone payment of redemption proceeds for more than seven days, as
permitted by federal securities law. If you purchase shares of the Fund by
check (including certified check) and redeem them shortly thereafter, the Fund
will delay payment of the redemption proceeds for up to fifteen days after the
Fund's receipt of the check or until the Fund receives notice that the check has
cleared, whichever occurs first.
You may experience delays in exercising telephone redemptions during
periods of abnormal market activity. Accordingly, during periods of volatile
economic and market conditions, you may wish to consider transmitting redemption
orders to the Transfer Agent by an overnight courier service.
THE FUND'S DISTRIBUTOR
Shares of the Fund are distributed by Robertson, Stephens & Company LLC.
Under its Distribution Agreement with the Fund, Robertson, Stephens & Company
LLC bears certain expenses related to the distribution of shares of the Fund,
including commissions payable to persons engaging in the distribution of the
shares, advertising expenses, and the costs of preparing and distributing sales
literature incurred in connection with the offering of the shares.
To compensate Robertson, Stephens & Company LLC for the services it
provides and for the expenses it bears under the Distribution Agreement, the
Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940 pursuant to which the Fund pays Robertson,
Stephens & Company LLC compensation, accrued daily and paid monthly, at the
annual rate of 0.25% of the Fund's average daily net assets. Robertson,
Stephens & Company LLC may pay brokers a commission expressed as a percentage of
the purchase price of shares of the Fund.
The Fund has agreed to indemnify Robertson, Stephens & Company LLC against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
The Fund distributes substantially all of its net investment income and net
capital gains to shareholders at least once per year (more often if necessary to
avoid certain excise or income taxes on the Fund). All distributions will be
automatically reinvested in Fund shares unless the shareholder requests cash
payment on at least 10 days prior written notice to the Transfer Agent.
The Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements that are necessary for it
to be relieved of federal taxes on income and gains it distributes to
shareholders. The Fund will distribute substantially all of its net investment
income and net capital gain income on a current basis.
All Fund distributions will be taxable to you as ordinary income, except
that any distributions of net long-term capital gains will be taxed as such,
regardless of how long you have held your shares. Distributions will be taxable
as described above, whether received in cash or in shares through the
reinvestment of distributions. Early in each year, the Trust will notify you of
the amount and tax status of distributions paid to you by the Fund for the
preceding year.
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<PAGE>
The foregoing is a summary of certain federal income tax consequences of
investing in the Fund. You should consult your tax adviser to determine the
precise effect of an investment in the Fund on your particular tax situation.
HOW NET ASSET VALUE IS DETERMINED
The Fund calculates the net asset value of its shares by dividing the total
value of its assets, less its liabilities, by the number of shares outstanding.
Shares are valued as of the close of regular trading on the New York Stock
Exchange each day the Exchange is open. Fund securities for which market
quotations are readily available are stated at market value. Short-term
investments that will mature in 60 days or less are stated at amortized cost,
which approximates market value. All other securities and assets are valued at
their fair values determined by Robertson Stephens Investment Management.
HOW PERFORMANCE IS DETERMINED
Total return data for the Fund may from time to time be included in
advertisements about the Fund. "Total return" for the Fund through the most
recent calendar quarter represents the actual rate of return on an investment of
$1,000 in the shares. Total return may also be presented for other periods.
Quotations of total return for a period when an expense limitation was in effect
will be greater than if the limitation had not been in effect. The Fund's
performance may be compared to various indices. See the Statement of Additional
Information. Information may be presented in advertisements about the Fund
describing the background and professional experience of the Fund's investment
advisor or any portfolio manager.
ALL DATA ARE BASED ON THE FUND'S PAST INVESTMENT RESULTS AND DO NOT PREDICT
FUTURE PERFORMANCE. Investment performance, which will vary, is based on many
factors, including market conditions, the composition of the Fund's portfolio,
and the Fund's investments expenses. Investment performance also often reflects
the risks associated with the Fund's investment objective and policies. These
factors should be considered when comparing the Fund's investment results to
those of other mutual funds and other investment vehicles.
ADDITIONAL INFORMATION
The Fund is a series of the Trust, which was organized on May 11, 1987
under the laws of The Commonwealth of Massachusetts and is a business entity
commonly known as a "Massachusetts business trust." A copy of the Agreement
and Declaration of Trust, which is governed by Massachusetts law, is on file
with the Secretary of State of The Commonwealth of Massachusetts.
When matters are submitted for shareholder vote, shareholders of each
series will have one vote for each full share owned and proportionate,
fractional votes for fractional shares held. Generally, shares of each series
vote separately as a class on all matters except (1) matters affecting only the
interests of one or more of the series, in which case only shares of the
affected series would be entitled to vote, or (2) when the Investment Company
Act requires that shares of all series be voted in the aggregate. Although the
Trust is not required to hold annual shareholder meetings, shareholders have the
right to call a meeting to elect or remove Trustees, or to take other actions as
provided in the Agreement and Declaration of Trust.
State Street Bank and Trust Company, c/o National Financial Data Services,
P.O. Box 419717, Kansas City, Missouri 64141, acts as the Fund's transfer agent
and dividend paying agent. State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110, also acts as the custodian of the Fund's
portfolio.
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ADDRESS
555 California Street
San Francisco, CA 94104
1-800-766-FUND
INVESTMENT ADVISER
Robertson, Stephens & Company
Investment Management, L.P.
555 California Street
San Francisco, CA 94104
1-415-781-9700
DISTRIBUTOR
Robertson, Stephens & Company LLC
555 California Street
San Francisco, CA 94104
1-415-781-9700
TRANSFER AGENT
State Street Bank and Trust Company
c/o National Financial Data Services
P. O. Box 419717
Kansas City, MO 64141
1-800-272-6944
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104
LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110
CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
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ROBERTSON
STEPHENS
MUTUAL
FUNDS
---------
Diversified Growth
Fund
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TO REQUEST AN
APPLICATION, CALL
1-800-766-FUND
FOR QUESTIONS CONCERNING
SHAREHOLDER ACCOUNTS, CALL
1-800-272-6944
PROSPECTUS
AUGUST __, 1996
