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ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
WRITER'S DIRECT DIAL NUMBER: (617) 951-7805
February 26, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form 24f-2 for Robertson Stephens
Investment Trust (File No. 33-16439)
------------------------------------
Gentlemen:
Enclosed for filing with the Commission on behalf of Robertson Stephens
Investment Trust (the "Trust") pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, are a Form 24f-2 in respect of the Trust's
fiscal year ended December 31, 1995, and a legal opinion of Ropes & Gray as
to the shares to which the Form relates.
Payment of the fee specified in subsection (c) of Rule 24f-2 in the
amount of $ 316,973.67 has been forwarded to the Commission's lockbox under
separate cover for receipt on or prior to the date of this filing.
If you have any questions concerning the enclosed, please contact the
undersigned at (617) 951-7805 or Timothy W. Diggins of this office at (617)
951-7389.
Very truly yours,
/s/ Davi G. Carsen
Davi G. Carsen
DGC/cbw:3107488.01
Enclosures
cc: Timothy W. Diggins, Esq.
Mr. Robert I. Goldbaum
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
Robertson Stephens Investment Trust
555 California Street
San Francisco, CA 94104
2. Name of each series or class of funds for which this notice is filed:
The Robertson Stephens Contrarian Fund
The Robertson Stephens Developing Countries Fund
The Robertson Stephens Emerging Growth Fund
The Robertson Stephens Global Low-Priced Stock Fund
The Robertson Stephens Global Natural Resources Fund
The Robertson Stephens Growth & Income Fund
The Robertson Stephens Information Age Fund
The Robertson Stephens Partners Fund
The Robertson Stephens Value + Growth Fund
3. Investment Company Act File Number:
811-5159
Securities Act File Number:
33-16439
4. Last day of fiscal year for which this notice is filed:
12/31/95
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not applicable.
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
- 0 -
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
- 0 -
9. Number and aggregate sale price of securities sold during the fiscal year:
Number of Shares: 151,419,367
Aggregate Sale Price: $2,760,402,783
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 151,419,367
Aggregate Sale Price: $2,760,402,783
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Number of Shares: 668,508
Aggregate Sale Price: $13,002,885
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 2,760,402,783
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 13,002,885
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 1,854,182,024
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$ 919,223,644
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 316,973.67
-------------------
-------------------
-2-
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Instruction: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
2/26/96
-3-
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SIGNATURES
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 instrument is executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and the obligations
of the Trust arising out of this Agreement are not binding upon any of the
trustees, officers, or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust.
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) */s/ Terry R. Otton
-------------------
Terry R. Otton
Treasurer and
Chief Financial Officer
Date: February 26, 1996
*Please print the name and title of the signing officer below the signature.
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ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
February 26, 1996
Robertson Stephens Investment Trust
555 California Street
San Francisco, California 94104
Ladies and Gentlemen:
We are furnishing this opinion in connection with the sale of 151,419,367
shares of beneficial interest (the "Shares") of Robertson Stephens Investment
Trust (the "Trust") during the fiscal year ended December 31, 1995 pursuant to
the provisions of Rule 24f-2 (the "Rule") under the Investment Company Act of
1940, as amended.
In connection with this opinion, we have examined:
(a) A copy of the Agreement and Declaration of Trust of the Trust,
dated May 11, 1987 certified by the Secretary of the Trust.
(b) A copy of the Amended and Restated Agreement and Declaration of
Trust of the Trust, dated June 3, 1987, certified by the
Secretary of State of The Commonwealth of Massachusetts.
(c) A Certificate of Amendment of Agreement and Declaration of Trust
dated October 15, 1990, certified by the Secretary of State of
The Commonwealth of Massachusetts.
(d) A Certificate of Amendment of Agreement and Declaration of Trust
dated March 10, 1992, certified by the Secretary of State of The
Commonwealth of Massachusetts.
(e) A Certificate of Amendment of Agreement and Declaration of Trust
dated December 1, 1994, certified by the Secretary of State of The
Commonwealth of Massachusetts.
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Robertson Stephens Investment Trust -2- February 26, 1996
(f) Certificates of the Secretary of State of The Commonwealth of
Massachusetts dated February 20, 1996 and February 22, 1996
listing the documents in respect of the Trust on file with
such Secretary and certifying as to the authority of the
Trust to exercise in The Commonwealth all of the powers
recited in the Agreement and Declaration of Trust, and to
transact business in The Commonwealth.
(g) A copy of the By-Laws of the Trust certified by the Secretary of
the Trust.
(h) A certificate of the Secretary of the Trust dated February 26,
1996 as to, among other things, certain actions of the trustees
of the Trust (the "Trustees") including without limitation
actions of the Trustees in respect of the Robertson Stephens
Contrarian Fund, Robertson Stephens Developing Countries Fund,
Robertson Stephens Emerging Growth Fund, Robertson Stephens
Global Low-Priced Stock Fund, Robertson Stephens Global Natural
Resources Fund, Robertson Stephens Growth & Income Fund,
Robertson Stephens Information Age Fund, Robertson Stephens
Partners Fund, and Robertson Stephens Value + Growth Fund (each,
a "Fund").
(i) Such other certificates, documents, and records as we have
deemed necessary for the purpose of giving this opinion.
We have also examined (i) a copy of the Form 24f-2 (the "Form") to be
filed pursuant to the Rule by you with the Securities and Exchange Commission
relating to your registration of an indefinite number of shares of beneficial
interest of the Trust pursuant to the Securities Act of 1933, as amended, and
making definite registration of the Shares pursuant to the Rule, and (ii) a
certificate of the Treasurer of the Trust stating that all of the Shares had
been recorded as issued at December 31, 1995 and that the appropriate
consideration therefor had been received by the Trust.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Form will be timely filed
with the Securities and Exchange Commission. We have also assumed that each
of the Shares was sold for the consideration described in the Registration
Statement of the Trust on Form N-1A, as amended to the date of such sale, and
that such consideration was in each event at least equal to the net asset
value per Share of such Shares.
We were not involved in the organization of the Trust, and understand
that in connection with the filing of the original registration statement of
the Trust under the Securities Act of 1933, as amended, you received an
opinion of other Massachusetts counsel to the effect that the Trust is an
entity of the type commonly known as a "Massachusetts business trust". We
have not examined independently the question of what law would govern the
interpretation or enforcement of any provision of the Agreement and
Declaration of Trust and have for this purpose assumed that the Trust is a
duly established and validly existing
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Robertson Stephens Investment Trust -3- February 26, 1996
unincorporated voluntary association with transferable shares under
Massachusetts law (commonly known as a "Massachusetts business trust") and
that the interpretation and enforcement of each provision of the Agreement
and Declaration of Trust will be governed by the laws of The Commonwealth of
Massachusetts.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the
effect of laws, rules, and regulations of any state or jurisdiction other
than The Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been validly issued, fully paid, and nonassessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Agreement and Declaration of Trust
disclaims liability of any shareholder for payment under any credit,
contract, or claim against the Trust or any series of the Trust. The
Agreement and Declaration of Trust provides for indemnification by the Trust
of any shareholder or former shareholder held liable solely by reason of his
or her being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations.
We consent to this opinion accompanying the Form.
Very truly yours,
/s/Ropes & Gray
ROPES & GRAY
3107550.01
