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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 Diversified Growth 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 MicroCap Growth 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:
12/31/96
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:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not applicable.
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: 183,392,144.36
Aggregate Sale Price: $2,780,303,272.09
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: 183,392,144.36
Aggregate Sale Price: $2,780,303,272.09
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: 4,737,023.03
Aggregate Sale Price: $94,165,295.69
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):
$ 2,780,303,272.09
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if
applicable): + 94,165,295.69
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 2,366,260,228.37
(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): $ 508,208,339.41
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 154,002.53
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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:
2/25/97
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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/ G. Randy Hecht
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G. Randy Hecht
President
Date: February 26, 1997
*Please print the name and title of the signing officer below the signature.
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[LETTERHEAD]
February 26, 1997
Robertson Stephens Investment Trust
555 California Street
San Francisco, California 94104
Ladies and Gentlemen:
We are furnishing this opinion in connection with the issuance of
188,129,167.39 shares of beneficial interest (the "Shares") of Robertson
Stephens Investment Trust (the "Trust") during the fiscal year ended December
31, 1996 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, 1997
(f) Certificate of the Secretary of State of The Commonwealth of
Massachusetts dated February 21, 1997 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 25, 1997 as
to, among other things, certain actions of the trustees of the Trust
(the "Trustees").
(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 President of the Trust stating that all of the Shares had
been recorded as issued at December 31, 1996 and that the appropriate
consideration therefor was 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 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.
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Robertson Stephens Investment Trust -3- February 26, 1997
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
