ROBERTSON STEPHENS INVESTMENT TRUST, 485APOS, 1997-12-29

ROBERTSON STEPHENS INVESTMENT TRUST
485APOS, 1997-12-29

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<PAGE>

As filed with the Securities and Exchange Commission on December 29, 1997
Registration No. 33-16439
811-5159

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 30 /x/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/

AMENDMENT NO. 32 /x/

ROBERTSON STEPHENS INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)

555 California Street
San Francisco, California 94104
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (800) 766-3863

ANDREW P. PILARA, JR.
c/o BancAmerica Robertson Stephens
555 California Street
San Francisco, California 94104
(Name and Address of Agent for Service)

Copies to:
TIMOTHY W. DIGGINS, ESQUIRE
ROPES & GRAY
One International Place
Boston, MA 02110-2624

Approximate date of proposed public offering : As soon as practicable
after this Amendment becomes effective.

It is proposed that this filing will become effective:
(check appropriate box)

/ / Immediately upon filing pursuant to paragraph (b);
/ / On April 1, 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1);
/x/ On March 1, 1998 pursuant to paragraph (a)(1);
/ / 75 days after filing pursuant to paragraph (a)(2); or
/ / On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

/x/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant has registered an indefinite number of its shares of beneficial
interest, pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Registrant filed a Form 24f-2 on February 26, 1997 for the fiscal year ended
December 31, 1996.

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

Cross Reference Sheet

The Registration Statement contains a prospectus or prospectuses, relating to
Registrant's Class A shares and a prospectus or prospectuses relating to
Registrant's Advisor or Class C shares. References under "Prospectus Caption"
are to those sections of each of the prospectuses contained in the
Registration Statement, except as otherwise noted.

Information Required in
Prospectus by Form N-1A Combined
Registration Statement Part A Prospectus Caption
- ---------------------- ------ -------------------
<S> <C>

Item 1. Cover Page ................................... Prospectus Cover

Item 2. Synopsis...................................... Expense Summary

Item 3. Condensed Financial Information............... How Performance is Determined;
and see Statement of Additional
Information - Financial Statements

Item 4. General Description of Registrant............. Prospectus Cover; Investment
Objectives and Policies;
Additional Information

Item 5. Management of the Fund........................ Expense Summary; Management of the
Funds; Additional Information

Item 5A. Management's Discussion of Fund Performance... Included in Registrant's Annual Reports
to Shareholders for Period ended
December 31, 1996

Item 6. Capital Stock and Other Securities............ Dividends, Distributions and
Taxes; Additional Information;
Back Cover Page; and see
Statement of Additional Information -
Management of the Funds

Item 7. Purchase of Securities Being Offered.......... How to Purchase Shares; How
Net Asset Value is Determined; The
Funds' Distributor; Back Cover Page

Item 8. Redemption or Repurchase...................... How to Redeem Shares

Item 9. Pending Legal Proceedings..................... Inapplicable

<PAGE>

Information Required in Statement of Statement of Additional
Additional Information by Form N-1A Information Caption For
Registration Statement Part B Each Series
- ---------------------- ------ -------------------

Item 10. Cover Page................................... Cover Page

Item 11. Table of Contents............................ Cover Page

Item 12. General Information and History.............. Additional Information

Item 13. Investment Objectives and Policies........... Investment Objectives and Policies;
The Funds' Investment Limitations

Item 14. Management of the Fund....................... Management of the Funds

Item 15. Control Persons and Principal Holders
of Securities................................ Management of the Funds

Item 16. Investment Advisory and Other Services....... Management of the Funds;
The Funds' Distributor; Additional
Information

Item 17. Brokerage Allocation and Other Services...... Management of the Funds;
The Funds' Distributor

Item 18. Capital Stock and Other Securities........... See Prospectus - Additional
Information

Item 19. Purchase, Redemption and Pricing of
Securities Being Offered..................... How Net Asset Value is Determined;
and see Prospectus - How to Purchase
Shares; Prospectus - How to Redeem
Shares

Item 20. Tax Status................................... Taxes; and see Prospectus - Dividends,
Distributions and Taxes

Item 21. Underwriter.................................. The Funds' Distributor; and see
Prospectus - The Funds' Distributor

Item 22. Calculation of Performance Data.............. How Performance is Determined

Item 23. Financial Statements......................... Financial Statements

</TABLE>

The information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.

<PAGE>

ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street
Suite 2600
San Francisco, CA 94104
800-766-FUND

PROSPECTUS
CLASS A SHARES
March __, 1998
- --------------------------------------------------------------------------------

Robertson Stephens Investment Trust makes available to investors the expertise
of the investment professionals at Robertson Stephens Investment Management.
The Trust is offering Class A shares of twelve mutual funds by this Prospectus:

The Contrarian Fund-TM-

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 Global Value Fund

The Robertson Stephens Growth & Income Fund

The Information Age Fund-TM-

The Robertson Stephens MicroCap Growth Fund

The Robertson Stephens Partners Fund

The Robertson Stephens Value + Growth Fund

THIS PROSPECTUS EXPLAINS CONCISELY THE INFORMATION ABOUT THE TRUST THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING IN THE FUNDS' CLASS A SHARES.
Please read it carefully and keep it for future reference. Investors can find
more detailed information about the Funds in the March ___, 1998, 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 available along with other related materials on the Securities
and Exchange Commission's Internet Web site (http://www.sec.gov). The Statement
of Additional Information is incorporated into this Prospectus by reference.
-------------------------

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 REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SHARES OF THE FUNDS ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, BANK OF AMERICA OR ANY OF ITS AFFILIATES AND ARE NOT
FEDERALLY INSURED BY, GUARANTEED BY OBLIGATIONS OF OR OTHERWISE
SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THE FUNDS INVOLVES
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
<PAGE>

EXPENSE SUMMARY

The following table summarizes an investor's maximum transaction costs from
investing in Class A shares of each of the Funds and expenses incurred by each
of the Funds based on its most recent fiscal year (except in the case of the
Global Value Fund, which only recently commenced operations, where the table
shows the expenses that 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 Funds over specified periods.

Annual Fund Operating Expenses (as a percentage of average net assets):

<TABLE>
<CAPTION>
GLOBAL GLOBAL INFOR- MICRO
DEVELOPING DIVERSIFIED EMERGING LOW-PRICED NATURAL GLOBAL GROWTH & MATION CAP VALUE +
CONTRARIAN COUNTRIES GROWTH GROWTH STOCK RESOURCES VALUE INCOME AGE GROWTH PARTNERS GROWTH
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management 1.50% 1.25% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.25% 1.25% 1.00%
Fees

Rule 12b-1 0.75% 0.25%(1) 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Expenses

Other 0.21% 0.35%(1) 0.70%(1)* 0.35% 0.70%(1) 0.70%(1) 0.70%(1) 0.05%(1) 0.78% 0.45%* 0.45%(1) 0.26%
Expenses ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

Total Fund 2.46% 1.85%(1) 1.95%(1)* 1.60% 1.95%(1) 1.95%(1) 1.95%(1) 1.30%(1) 2.03% 1.95%* 1.95%(1) 1.51%
Operating
Expenses
</TABLE>

- --------------------------------------------
(1) Reflecting voluntary expense limitations.

(*) Estimated based on expected expenses during first full year of operations.

EXAMPLE

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:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
The Contrarian Fund-TM- $25 $77 $131 $278
The Developing Countries Fund $19 $58 $100 $216
The Diversified Growth Fund $20 $61 N/A N/A
The Emerging Growth Fund $16 $50 $ 87 $189
The Global Low-Priced Stock Fund $20 $61 $105 $227
The Global Natural Resources Fund $20 $61 $105 $227
The Global Value Fund $20 $61 N/A N/A
The Growth & Income Fund $13 $41 $ 71 $156
The Information Age Fund-TM- $21 $64 $109 $235
The MicroCap Growth Fund $20 $61 N/A N/A
The Partners Fund $20 $61 $105 $227
The Value + Growth Fund $15 $48 $ 82 $180

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This information is provided to help investors understand the operating expenses
of the Funds. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. Other
Expenses and Total Fund Operating Expenses for some of the Funds reflect
voluntary expense limitations currently in effect. In the absence of those
limitations, Other Expenses and Total Fund Operating Expenses, respectively, of
those Funds would be as follows: Developing Countries Fund 1.20% and 2.70%;
Diversified Growth Fund, 0.85% and 2.10%; Global Low-Priced Stock Fund, 1.89%
and 3.14%; Global Natural Resources Fund, 0.91% and 2.16%; Global Value Fund,
0.90% and 2.15%; Growth & Income Fund, 0.51% and 1.76%; MicroCap Growth Fund,
0.60% and 2.10%; Partners Fund, 0.65% and 2.15%. In addition, Rule 12b-1
Expenses for the Developing Countries Fund reflect the rate to which the
Trustees have limited payments under the Fund's Distribution Plan; in the
absence of the limitation, that Fund's Rule 12b-1 Expenses would be 0.50%. The
Management Fees paid by the Funds are higher than those paid by most other
mutual funds. Because of Rule 12b-1 fees paid by the Funds, long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales load permitted under applicable broker-dealer sales rules.

3
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FINANCIAL HIGHLIGHTS

[To Be Filed By Amendment]

4
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

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. and RS Investment Management,
Inc. (Robertson, Stephens & Company Investment Management, L.P. and RS
Investment Management, Inc. are referred to collectively in this Prospectus as
"Robertson Stephens Investment Management").

THE FUNDS' 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. ROBERTSON STEPHENS INVESTMENT MANAGEMENT MAY
DEVOTE MORE OF A FUND'S ASSETS TO PURSUING AN INVESTMENT OPPORTUNITY THAN MANY
OTHER MUTUAL FUNDS MIGHT; IT MAY BUY OR SELL AN INVESTMENT AT TIMES DIFFERENT
FROM WHEN MOST OTHER MUTUAL FUNDS MIGHT DO SO; AND IT MAY SELECT INVESTMENTS FOR
THE FUND THAT WOULD BE INAPPROPRIATE FOR LESS AGGRESSIVE MUTUAL FUNDS. IN
ADDITION, UNLIKE MOST OTHER MUTUAL FUNDS, MANY OF THE FUNDS MAY ENGAGE IN SHORT
SALES OF SECURITIES WHICH INVOLVE SPECIAL RISKS. SEE "OTHER INVESTMENT
PRACTICES AND RISK CONSIDERATIONS," BELOW.

None of the Funds, other than the Growth & Income Fund, invests for current
income. Each of the Funds may hold a portion of its assets in cash or money
market investments.

The investment policies of each Fund may, unless otherwise specifically stated,
be changed by the Trustees of the Trust without shareholder approval, as may
each Fund's investment objective. 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. There can, of course, be no assurance that a Fund will achieve
its investment objective.

For a description of certain risks associated with the Funds' investment
practices, see "Other Investment Practices and Risk Considerations," below.

THE CONTRARIAN FUND-TM-

The Contrarian Fund's-TM- investment objective is maximum long-term growth.
Normally, The Contrarian Fund-TM- seeks this growth by aggressive yet flexible
investing worldwide in growing companies that are attractively priced. The
Contrarian Fund-TM- focuses its investments primarily on equity securities of
domestic, multinational, and foreign companies whose potential values generally
have been overlooked by other investors. Such companies include attractively
priced businesses that have not yet been discovered or become popular,
previously unpopular companies with growth potential due to changed
circumstances, companies that have declined in value and no longer command an
investor following, and previously popular companies temporarily out of favor
due to short-term factors.

In implementing its "contrarian" investment strategy, the Fund may take
positions that are different from those taken by other mutual funds. For
example, the Fund may sell the stocks of some issuers short, and may take
positions in options and futures contracts in anticipation of a market decline.
The Fund may also borrow money to purchase additional portfolio securities. The
Fund is a nondiversified mutual fund.

THE DEVELOPING COUNTRIES FUND

The Developing Countries Fund's investment objective is long-term capital
appreciation. The Fund invests primarily in a non-diversified portfolio of
publicly traded developing country equity securities. The Fund may also, to a
lesser degree, invest in private placements of developing country equity
securities.

5
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Global Depository Receipts (GDRs) with respect to the securities of such
companies. Developing countries are countries that in the opinion of Robertson
Stephens Investment Management are generally considered to be developing
countries by the international financial community. The Fund will normally
invest at least 65% of its assets in developing country equity securities. The
Fund may also borrow money to purchase additional portfolio securities. The
Fund is a non-diversified mutual fund.

The Developing Countries Fund may invest up to 10% of its total assets in shares
of other investment companies. Such other investment companies would likely pay
expenses similar to those paid by the Fund, including, for example, advisory
and administrative fees. Robertson Stephens Investment Management will waive
its investment advisory fees on the Fund's assets invested in other open-end
investment companies, to the extent of the advisory fees of those investment
companies attributable to the Fund's investment.

In selecting investments for the Fund, Robertson Stephens Investment Management
may consider a number of factors in evaluating potential investments, including
political risks, classic macroeconomic variables, and equity market valuations.
Robertson Stephens Investment Management may also focus on the quality of a
company's management, the company's growth prospects, and the financial well
being of the company. The Developing Countries Fund's investments generally
will reflect a broad cross-section of countries, industries, and companies in
order to limit risk. In situations where the market for a particular security
is determined by Robertson Stephens Investment Management to be sufficiently
liquid, the Fund may engage in short sales.

THE DIVERSIFIED GROWTH FUND

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 will invest 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 than do larger companies, 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 EMERGING GROWTH FUND

The Emerging Growth Fund's investment objective is capital appreciation. The
Fund invests in an actively managed diversified portfolio of equity securities
(principally common stocks) of emerging growth companies. Emerging growth
companies are companies that, in the opinion of Robertson Stephens Investment
Management, have the potential, based on superior products or services,
operating characteristics, and financing capabilities, for more rapid growth
than the overall economy.

The Emerging Growth Fund's investments generally are held in a portfolio of
securities of companies in industry segments that are experiencing rapid growth
and in companies with proprietary advantages. Robertson Stephens Investment
Management may consider a number of factors in evaluating potential investments,
including, for example, the rate of earnings growth, the quality of management,
the extent of proprietary operating advantage, the return on equity and/or the
financial condition of the company.

Smaller companies may present greater opportunities for investment return than
do larger companies, but may 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.

6
<PAGE>
THE GLOBAL LOW-PRICED STOCK FUND

The Global Low-Priced Stock Fund's investment objective is long-term growth.
The Fund intends to invest in "low-priced" stocks (prices no greater than $10
per share) of companies worldwide that have future growth potential, but are
overlooked or underappreciated by other investors.

Robertson Stephens Investment Management believes there are substantial
opportunities to discover and invest in undervalued companies that have long-
term growth prospects. Such companies include attractively priced businesses
that have not yet been discovered by other investors, previously out-of-favor
companies with growth potential due to changing circumstances, companies that
have declined in value and no longer command an investor following, and
companies temporarily out of favor due to short-term factors. In most cases
there will be little coverage by Wall Street analysts of the companies in which
the Fund invests. Institutional ownership will also usually be limited.

It has been the experience of Robertson Stephens Investment Management that
attractive investment opportunities often exist in companies whose stock price
is $10 or less per share. For many reasons, including limits on purchasing the
stocks "on margin" (with borrowed money), many investors do not buy low-priced
stocks. The result is less competition from other investors, and the potential
that a company's value may not be reflected fully in its stock price.

In selecting securities for the Fund's portfolio, Robertson Stephens Investment
Management uses a "bottom-up" analysis, looking at companies of all sizes, and
in all industries and geographical markets. Robertson Stephens Investment
Management focuses on a company's financial condition, profitability prospects,
and capital needs going forward.

Robertson Stephens Investment Management will likely invest in certain stocks
before other investors recognize their value. The result could be a lack of
stock price movement in the near term. Investors should therefore have a long-
term investment horizon when investing in the Fund.

Although the Fund will seek to invest principally in common stocks, it may also
invest any portion of its assets in preferred stocks, warrants, and debt
securities if Robertson Stephens Investment Management believes they would help
achieve the Fund's objective. The Fund will normally invest substantially all
of its assets in low-priced stocks, and will normally invest in securities of
issuers located in at least three countries, one of which may be the United
States.

Smaller companies may present greater opportunities for investment return than
do larger companies, but may 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, more widely traded companies. See "Investments
in smaller companies," below.

THE GLOBAL NATURAL RESOURCES FUND

The Global Natural Resources Fund's investment objective is long-term capital
appreciation. The Fund will invest primarily in securities of issuers in the
natural resources industries. The Fund is designed for investors who believe
that investment in securities of such companies provides the opportunity for
capital appreciation, while offering the potential over the long term to limit
the adverse effects of inflation. The Fund may invest in securities of issuers
located anywhere in the world if Robertson Stephens Investment Management
believes they offer the potential for capital appreciation.

Although the Fund will seek to invest principally in common stocks, it may also
invest in preferred stocks, securities convertible into common stocks or
preferred stocks, and warrants to purchase common stocks or preferred stocks.
The Fund will seek to invest in companies with strong potential for earnings
growth, and whose earnings and tangible assets could benefit from accelerating
inflation. Robertson Stephens Investment Management believes that companies in
the natural resources industries with the flexibility to adjust prices or
control operating costs offer attractive opportunities for capital growth when
inflation is rising.

furnishing of related supplies or services. Natural resources include, for
example, energy sources, precious metals, forest products, real estate,
nonferrous metals, and other basic commodities.

Companies in the natural resources industries may include, for example:

- Companies that participate in the discovery and development of natural
resources from new or conventional sources.

- Companies that own or produce natural resources such as oil, natural
gas, precious metals, and other commodities.

- Companies that engage in the transportation, distribution, or
processing of natural resources.

- Companies that contribute new technologies for the production or
efficient use of natural resources, such as systems for energy
conversion, conservation, and pollution control.

- Companies that provide related services such as mining, drilling,
chemicals, and related parts and equipment.

A particular company will be considered to be principally engaged in the natural
resources industries if at the time of investment Robertson Stephens Investment
Management determines that at least 50% of the company's assets, gross income,
or net profits are committed to, or derived from, those industries. A company
will also be considered to be principally engaged in the natural resources
industries if Robertson Stephens Investment Management considers that the
company has the potential for capital appreciation primarily as a result of
particular products, technology, patents, or other market advantages in those
industries.

The Fund will normally invest at least 65% of its assets in securities of
companies in the natural resources industries. The Fund may invest the
remainder of its assets in securities of companies in any industry if Robertson
Stephens Investment Management believes they would help achieve the Fund's
objective of long-term capital appreciation. The portion of the Fund's assets
invested in such securities will vary depending on Robertson Stephens Investment
Management's evaluation of economic conditions, inflationary expectations, and
other factors affecting companies in the natural resources industries and other
sectors. The Fund may also sell securities short if it expects their market
price to decline. The Fund will normally invest in securities of issuers
located in at least three countries, one of which may be the United States.

Because the Fund's investments are concentrated in the natural resources
industries, the value of its shares will be especially affected by factors
peculiar to those industries and may fluctuate more widely than the value of
shares of a portfolio which invests in a broader range of industries. For
example, changes in commodity prices may affect both the industries which
produce, refine, and distribute them and industries which supply alternate
sources of commodities. In addition, certain of these industries are generally
subject to greater government regulation than many other industries; therefore,
changes in regulatory policies may have a material effect on the business of
companies in these industries.

THE GLOBAL VALUE FUND

The Global Value Fund's investment objective is long-term growth. The fund will
employ a value methodology to invest in equity securities primarily of companies
with market capitalizations of $1 billion or more. This traditional value
methodology combines Graham & Dodd balance sheet analysis with cash flow
analysis.

In selecting investments for the Fund, Robertson Stephens investment Management
will:

- - Perform fundamental research focusing on business analysis;

- - Observe how management allocates capital;

- - Strive to understand the unit economics of the business of the company;

- - Key on the cash flow rate of return on capital employed;

- - Discern the sources and uses of cash;

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- - Consider how management is compensated; and

- - Ask how the stock market is pricing the entire company.

Although the Fund will seek to invest principally in common stocks, it may also
invest in preferred stocks, warrants, and debt securities if Robertson Stephens
Investment Management believes they would help achieve the Fund's objective.
Under normal circumstances, the Fund will invest at least 65% of its assets in
equity securities selected using the value methodology described above.

The Fund may invest in securities of companies located anywhere in the world, if
Robertson Stephens Investment Management believes they are consistent with the
Fund's investment objective. Under normal circumstances, the Fund's assets will
be invested in securities of issuers located in at least three countries, one of
which may be the United States. The Fund will consider an issuer of securities
to be located in a country if it is organized under the laws of that country and
has a principal office in that country, if it derives 50% or more of its total
revenues from business in that country or if its equity securities are traded
principally on a securities exchange in that country. The Fund is a non-
diversified mutual fund.

THE GROWTH & INCOME FUND

The Growth & Income Fund's investment objective is long-term total return. The
Fund will pursue this objective primarily by investing in equity and debt
securities, focusing on small- and mid-cap companies that offer the potential
for capital appreciation, current income, or both.

The Fund will normally invest the majority of its assets in common and preferred
stocks, convertible securities, bonds, and notes. 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 engage in short sales of securities it expects to decline in price.

Small- and mid-cap companies may present greater opportunities for investment
return than do larger companies, but may 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 INFORMATION AGE FUND-TM-

The Information Age Fund's investment objective is long-term capital
appreciation. The Fund is designed for investors who believe that aggressive
investment in common stocks of companies in the information technology
industries provides significant opportunities for capital appreciation. While
ordinary mutual funds may place some of their investments in securities of
companies in the information technology sector, The Information Age Fund-TM-
focuses its investments in that sector.

Although the Fund will seek to invest principally in common stocks, it may also
invest any portion of its assets in preferred stocks and warrants if Robertson
Stephens Investment Management believes they would help achieve the Fund's
objective. The Fund may also engage in short sales of securities it expects to
decline in price.

Companies in the information technology industries include companies that
Robertson Stephens Investment Management considers to be principally engaged in
the development, production, or distribution of products or services related to
the processing, storage, transmission, or presentation of information or data.
The following examples illustrate the wide range of products and services
provided by these industries:

- Computer hardware and software of any kind, including, for example,
semiconductors, minicomputers, and peripheral equipment.

- Telecommunications products and services.

- Multimedia products and services, including, for example, goods and
services used in the broadcast and media industries.

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- Data processing products and services.

- Financial services companies that collect or disseminate market, economic,
and financial information.

A particular company will be considered to be principally engaged in the
information technology industries if at the time of investment Robertson
Stephens Investment Management determines that at least 50% of the company's
assets, gross income, or net profits are committed to, or derived from, those
industries. A company will also be considered to be principally engaged in the
information technology industries if Robertson Stephens Investment Management
considers that the company has the potential for capital appreciation primarily
as a result of particular products, technology, patents, or other market
advantages in those industries. The Fund will normally invest at least 65% of
its assets in securities of companies in the information technology industries.

Because the Fund's investments are concentrated in the information technology
industries, the value of its shares will be especially affected by factors
peculiar to those industries and may fluctuate more widely than the value of
shares of a portfolio which invests in a broader range of industries. For
example, many products and services are subject to risks of rapid obsolescence
caused by technological advances. Competitive pressures may have a significant
effect on the financial condition of companies in the information technology
industries. For example, if information technology continues to advance at an
accelerated rate, and the number of companies and product offerings continues to
expand, these companies could become increasingly sensitive to short product
cycles and aggressive pricing. In addition, many of the activities of companies
in the information technology industries are highly capital intensive, and it is
possible that a company which invests substantial amounts of capital in the
development of new products or services will be unable to recover its investment
or otherwise to meet its obligations.

THE MICROCAP GROWTH

The MicroCap Growth Fund's investment objective is long-term capital
appreciation. The Fund will invest in a diversified portfolio of equity
securities of "micro-cap" companies that Robertson Stephens Investment
Management believes offer the potential for long-term capital appreciation.

"Micro-cap" companies are companies with market capitalizations of $250 million
or less. Robertson Stephens Investment Management seeks to identify micro-cap
companies that have the potential, based on superior or niche products or
services, operating characteristics, management, or other factors, for long-term
capital appreciation. Equity securities in which the Fund may invest include
common stocks, preferred stocks, and warrants and securities convertible into
common or preferred stocks. Under normal circumstances, the Fund will invest at
least 65% of its assets in securities of companies which Robertson Stephens
Investment Management determines at the time of investment to be micro-cap
companies. The Fund may invest the remainder of its assets in securities of
companies of any size if Robertson Stephens Investment Management believes such
investments are consistent with the Fund's investment objective. The Fund may
also engage in short sales of securities it expects to decline in price.

Micro-cap and other small companies may offer greater opportunities for capital
appreciation than other companies but may 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
sharply than those of other securities, and the Fund may experience difficulty
in establishing or closing out positions in these securities at prevailing
market prices. See "Investments in Smaller Companies," below.

THE PARTNERS FUND

The Partners Fund's investment objective is long-term growth. The Fund will
employ a value methodology to invest in equity securities primarily of companies
with market capitalizations of up to $1 billion. This traditional value
methodology combines Graham & Dodd balance sheet analysis with cash flow
analysis.

In selecting investments for the Fund, Robertson Stephens Investment Management
will:

- Perform fundamental research focusing on business analysis;

- Observe how management allocates capital;

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- Strive to understand the unit economics of the business of the company;

- Key on the cash flow rate of return on capital employed;

- Discern the sources and uses of cash;

- Consider how management is compensated; and

- Ask how the stock market is pricing the entire company.

At times, the Fund may invest all or most of its assets in securities of U.S.
issuers. At other times, the Fund may invest any portion of its assets in
foreign securities, if Robertson Stephens Investment Management believes they
offer attractive investment values.

Small companies may present greater opportunities for investment return than do
larger companies, but may 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 VALUE + GROWTH FUND

The Value + Growth Fund's investment objective is capital appreciation. The
Fund invests primarily in growth companies with favorable relationships between
price/earnings ratios and growth rates, in sectors offering the potential for
above-average returns. The Fund may invest in securities of larger or smaller
companies, if Robertson Stephens Investment Management believes they offer the
potential for capital appreciation.

In selecting investments for the Fund, Robertson Stephens Investment
Management's primary emphasis is typically on evaluating a company's management,
growth prospects, business operations, revenues, earnings, cash flows, and
balance sheet in relationship to its share price. Robertson Stephens Investment
Management may select stocks which it believes are undervalued relative to the
current stock price. Undervaluation of a stock can result from a variety of
factors, such as a lack of investor recognition of (1) the value of a business
franchise and continuing growth potential, (2) a new, improved or upgraded
product, service or business operation, (3) a positive change in either the
economic or business condition for a company, (4) expanding or changing markets
that provide a company with either new earnings direction or acceleration, or
(5) a catalyst, such as an impending or potential asset sale or change in
management, that could draw increased investor attention to a company.
Robertson Stephens Investment Management also may use similar factors to
identify stocks which it believes to be overvalued, and may engage in short
sales of such securities.

OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS

The Funds 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. Each of the Funds 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 a 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

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<PAGE>

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 a Fund to dispose of such
securities may be greatly limited, and a 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 a
Fund.

SHORT SALES. (ALL FUNDS EXCEPT THE EMERGING GROWTH, GLOBAL VALUE, AND PARTNERS
FUNDS) 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. A 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. An increase in the value
of a security sold short by a Fund over the price at which it was sold short
will result in a loss to the Fund, and there can be no assurance that a Fund
will be able to close out the position at any particular time or at an
acceptable price.

The Contrarian Fund-TM- may enter into short sales on securities with a
value of up to 40% of the Fund's total assets. Use of short sales by The
Contrarian Fund-TM- or The Developing Countries Fund may have the effect of
providing the Fund with investment leverage. For a description of the
effects and the risks of investment leverage, see "Borrowing and Leverage" in
this Prospectus. Each of the Funds other than The Contrarian Fund-TM- may
enter into short sales on securities with a value of up to 25% of the Fund's
total assets. (The Global Low-Priced Stock Fund will only enter into short
sales on securities which it owns, for hedging purposes). A Fund's ability
to engage in short sales may be limited by tax considerations.

FOREIGN SECURITIES. The Funds may invest in securities principally traded in
foreign markets. Because foreign securities are normally denominated and traded
in foreign currencies, the value of a 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 a 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 a Fund's investments in certain foreign countries. Legal
remedies available to investors 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 a Fund may have limited recourse available to it in the event of
default. The laws of some foreign countries may limit a Fund's ability to
invest in securities of certain issuers located in those foreign countries.
Special tax considerations apply to foreign securities. A Fund may buy or sell
foreign currencies and options and futures contracts on foreign currencies for
hedging purposes in connection with its foreign investments. Except as
otherwise provided in this Prospectus, there is no limit on the amount of a
Fund's assets that may be invested in foreign securities.

Each of the Funds may invest in securities of issuers in developing countries.
Certain Funds may at times invest a substantial portion of their assets in such
securities. Investments in developing countries are subject to the same risks
applicable to foreign investments generally, although those risks may be
increased due to conditions in such countries. For example, the securities
markets and legal systems in developing countries may only be in a developmental
stage and may provide few, or none, of the advantages or protections of markets
or legal systems available in more developed countries. Although many of the
securities in which the Funds may invest are traded on securities exchanges,
they may trade in limited volume, and the exchanges may not provide all of the
conveniences or protections provided by securities exchanges in more developed
markets. The Funds may also invest a substantial portion of their assets in
securities traded in the over-the-counter markets in such countries and not on
any exchange, which may affect the liquidity of the investment and expose the
Funds to the credit risk

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<PAGE>

of their counterparties in trading those investments. The prices of securities
of issuers in developing countries and are subject to greater volatility than
those of issuers in many more developed countries.

DEBT SECURITIES. Each of the Funds may invest in debt securities from time to
time, if Robertson Stephens Investment Management believes investing in such
securities might help achieve the Fund's objective. The Growth & Income, Global
Value, and Partners Funds may invest without limit in debt securities and other
fixed-income securities. Each of the other Funds may invest in debt securities
to the extent consistent with its investment policies, although Robertson
Stephens Investment Management expects that under normal circumstances those
Funds would not likely invest a substantial portion of their assets in debt
securities.

THE CONTRARIAN FUND,-TM- the DIVERSIFIED GROWTH FUND, and the GROWTH & INCOME
FUND may invest in 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 some of those securities in which a Fund may invest may be 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.

Each of the other Funds will invest only in securities rated "investment grade"
or considered by Robertson Stephens Investment Management to be of comparable
quality. Investment grade securities are rated Baa or higher by Moody's
Investors Service, Inc. or BBB or higher by Standard & Poor's. Securities rated
Baa or BBB lack outstanding investment characteristics, have speculative
characteristics, and are subject to greater credit and market risks than higher-
rated securities. Descriptions of the securities ratings assigned by Moody's
and Standard & Poor's are described in the Statement of Additional Information.

Any of the Funds 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.

A 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. If a security's rating is reduced below investment grade, an
investment in that security may entail the risks of lower-rated securities
described below.

BORROWING AND LEVERAGE. THE CONTRARIAN FUND-TM- and DEVELOPING COUNTRIES FUND
may borrow money to invest in additional portfolio securities. This practice,
known as "leverage," increases a Fund's market exposure and its risk. In
addition, use of short sales by one of those Funds may provide the economic
equivalent of the Fund's borrowing money. When a Fund has borrowed money for
leverage and its investments increase or decrease in value, the Fund's net asset
value will normally increase or decrease more than if it had not borrowed money.
The interest the Fund must pay on borrowed money will reduce the amount of any
potential gains or increase any losses. The extent to which a Fund will borrow
money, and the amount it may borrow, depend on market conditions and interest
rates. Successful use of leverage depends on Robertson Stephens Investment
Management's ability to predict market movements correctly. A Fund may at times
borrow money by means of reverse repurchase agreements. Reverse repurchase
agreements generally involve the sale by a Fund of securities held by it and an
agreement to repurchase the securities at an agreed-upon price, date, and
interest payment. Reverse repurchase agreements will increase a Fund's overall
investment exposure and may result in losses. The amount of money borrowed by a
Fund for leverage may generally not exceed one-third of the Fund's assets
(including the amount borrowed).

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<PAGE>

OPTIONS AND FUTURES. A 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, a Fund may at times seek to hedge against fluctuations in net
asset value and to attempt to increase its investment return.

A 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 a Fund will be able to
utilize these instruments effectively for the purposes stated above. Options
and futures transactions involve certain risks which are described below and in
the Statement of Additional Information.

Transactions in options and futures contracts involve brokerage costs and may
require a Fund to segregate assets to cover its outstanding positions. For more
information, see the Statement of Additional Information.

INDEX FUTURES AND OPTIONS. A Fund may buy and sell index futures contracts
("index futures")and options on index futures and on indices (or may purchase
investments whose values are based on the value from time to time of one or more
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. A Fund may also buy and sell
index futures and options to increase its investment return.

LEAPS AND BOUNDS. The VALUE + GROWTH FUND may purchase long-term exchange-
traded equity options called Long-Term Equity Anticipation Securities ("LEAPs")
and Buy-Write Options Unitary Derivatives ("BOUNDs"). LEAPs provide a holder
the opportunity to participate in the underlying securities' appreciation in
excess of a fixed dollar amount, and BOUNDs provide a holder the opportunity to
retain dividends on the underlying securities while potentially participating in
the underlying securities' capital appreciation up to a fixed dollar amount.
The VALUE + GROWTH FUND will not purchase these options with respect to more
than 25% of the value of its net assets.

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 a Fund that are the subject of a
hedge. The successful use by a 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 a Fund's potential inability
to close out futures or options positions. Although a Fund will enter into an
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 a 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 a Fund's ability to engage in
options and futures transactions.

Each Fund expects that its options and futures transactions generally will be
conducted on recognized exchanges. A Fund may in certain instances purchase and
sell options in the over-the-counter markets. A 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. A 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.

A 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.)

NON-DIVERSIFICATION AND SECTOR CONCENTRATION. THE CONTRARIAN FUND-TM- , the
DEVELOPING COUNTRIES FUND, the GLOBAL VALUE FUND, and the PARTNERS FUND are
"non-diversified" investment companies, and may invest their assets in a more
limited number of issuers than may other investment companies. Under the
Internal Revenue Code, an investment company, including a non-diversified
investment company, generally may not invest more than 25% of its assets in
obligations of any one issuer other than U.S. Government obligations and, with
respect to 50% of its total assets, a Fund may not invest more than 5% of its
total assets in the securities of any one issuer (except

14
<PAGE>

U.S. Government securities). Thus, each of those Funds may invest up to 25% of
its total assets in the securities of each of any two issuers. This practice
involves an increased risk of loss to a Fund if the market value of a security
should decline or its issuer were otherwise not to meet its obligations.
At times a Fund may invest more than 25% of its assets in securities of issuers
in one or more market sectors such as, for example, the technology sector. A
market sector may be made up of companies in a number of related industries. A
Fund would only concentrate its investments in a particular market sector if
Robertson Stephens Investment Management were to believe the investment return
available from concentration in that sector justifies any additional risk
associated with concentration in that sector. When a Fund concentrates its
investments in a market sector, financial, economic, business, and other
developments affecting issuers in that sector will have a greater effect on the
Fund than if it had not concentrated its assets in that sector.

Currently, THE CONTRARIAN FUND-TM- has invested a significant portion of its
assets in companies within a number of industries involving base metals,
precious metals, and oil/energy. In addition, a number of the Funds have
invested, and may continue to invest, a significant portion of their assets in
companies within the technology and telecommunications sectors. Accordingly,
the performance of these Funds may be subject to a greater risk of market
fluctuation than that of a fund invested in a wider spectrum of market or
industrial sectors.

SECURITIES LOANS AND REPURCHASE AGREEMENTS. Each of the Funds 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 a 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 a 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, a 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.

MANAGEMENT OF THE FUNDS

The Trustees of the Trust are responsible for generally overseeing the conduct
of the Trust's business. Robertson, Stephens & Company Investment Management,
L.P. ("RSIM, L.P."), 555 California Street, San Francisco, CA 94104, is the
investment adviser for each of the Funds other than the Emerging Growth Fund.
RSIM, L.P., a California partnership, was formed in 1993 and is a wholly owned
indirect subsidiary of BankAmerica Corp. RSIM, L.P. and its affiliates in the
Robertson Stephens group of companies have in excess of $4 billion under
management in public and private investment funds. BankAmerica Corp. is a
global financial services company with approximately $250 billion in assets and
an equity capital base of approximately $20 billion.

RS Investment Management, Inc. (formerly known as "Robertson Stephens Investment
Management, Inc."), 555 California Street, San Francisco, CA 94104 is the
investment advisor for the Emerging Growth Fund. RS Investment Management, Inc.
("RSIM, Inc.") commenced operations in March 1986 and is also a wholly owned
indirect subsidiary of BankAmerica Corp.

Subject to such policies as the Trustees may determine, Robertson Stephens
Investment Management furnishes a continuing investment program for the Funds
and makes investment decisions on their behalf pursuant to Investment Advisory
Agreements with each Fund. Robertson Stephens Investment Management is also
responsible for overall management of the Funds' business affairs, subject to
the authority of the Board of Trustees, and for providing office space and
officers for the Trust. The Trust pays all expenses not assumed by Robertson
Stephens Investment Management including, among other things, Trustees' fees,
auditing, accounting,

15
<PAGE>

legal, custodial, investor servicing, and shareholder reporting expenses, and
payments under the Funds' Distribution Plans.

Robertson Stephens Investment Management places all orders for purchases and
sales of the Funds' investments. In selecting broker-dealers, Robertson
Stephens Investment Management may consider research and brokerage services
furnished to it and its affiliates. BancAmerica Robertson Stephens may receive
brokerage commissions from the Funds 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 Funds as a factor in the selection of broker-dealers.

Robertson Stephens Investment Management may at times bear certain expenses of
the Funds. The Investment Advisory Agreements between each of the Diversified
Growth Fund, the Global Low-Priced Stock Fund, the Global Natural Resources
Fund, the Global Value Fund, the Growth & Income Fund, the Information Age Fund-
TM-, the MicroCap Growth Fund, the Partners Fund, and the Value + Growth Fund,
and Robertson Stephens Investment Management permit Robertson Stephens
Investment Management to seek reimbursement for those expenses within the
succeeding two-year period, subject to any expense limitations then applicable
to the Fund in question.

ADMINISTRATIVE SERVICES. Each of the DIVERSIFIED GROWTH, GROWTH & INCOME,
GLOBAL LOW-PRICED STOCK, GLOBAL NATURAL RESOURCES, GLOBAL VALUE, INFORMATION AGE
and MICROCAP GROWTH FUNDS has entered into an agreement with Robertson Stephens
Investment Management pursuant to which Robertson Stephens Investment Management
provides administrative services to the Fund. Each Fund pays Robertson Stephens
Investment Management a fee for such services at the annual rate of 0.25% of its
average daily net assets.

PORTFOLIO MANAGERS

Paul H. Stephens has served as The Contrarian Fund's portfolio manager since its
inception in June 1993. He was a founder of Robertson, Stephens & Company. In
addition to managing public investment portfolios for individuals since 1975,
Mr. Stephens has acted as the firm's Chief Investment Officer since 1978. He
holds a B.S. and an M.B.A. from the University of California at Berkeley.

James L. Callinan is responsible for managing the Emerging Growth Fund's
portfolio. Mr. Callinan has more than nine years of investment research and
management experience. From 1986 until June 1996, Mr. Callinan was employed by
Putnam Investments, where, beginning in June 1994, he served as portfolio
manager of the Putnam OTC Emerging Growth Fund. Mr. Callinan received an A.B.
in economics from Harvard College, an M.S. in accounting from New York
University, and an M.B.A. from Harvard Business School, and is a Charter
Financial Analyst.

Ronald E. Elijah has managed the Value + Growth Fund's portfolio since that
Fund's inception in April 1992. Mr. Elijah is also the portfolio manager for
The Information Age Fund-TM-. From August 1985 to January 1990, Mr. Elijah was
a securities analyst for Robertson Stephens & Company LLC. From January 1990 to
January 1992, Mr. Elijah was an analyst and portfolio manager for Water Street
Capital, which managed short selling investment funds. He holds a master's
degree in economics from Humboldt State University and an M.B.A. with an
emphasis in finance from Golden Gate University.

Roderick R. Berry joined the Robertson Stephens Investment Management research
team in April 1995 and serves as a co-portfolio manager of the Information Age
Fund-TM- . He has served on the management team of that Fund since its
inception. Prior to joining Robertson Stephens, Mr. Berry worked for USL
Capital for six years as both an investment officer and a financial manager.
Prior to joining USL Capital, he was the assistant product manager for interest-
bearing checking at Wells Fargo Bank. From 1987-1989, Mr. Berry was president
and founder of the Bay Area Optical Laboratory, Inc., a wholesale optical
laboratory. He holds a BA in economics from Stanford University and an MBA from
the J. L. Kellogg School at Northwestern University.

David J. Evans is responsible for managing the portfolio of the MicroCap Growth
Fund. Mr. Evans has more than fifteen years of investment research and
management experience, and has been a part of the management team at Robertson
Stephens Investment Management since 1989. Mr. Evans was an analyst and
portfolio manager at CIGNA before joining Robertson Stephens Investment
Management. He holds a B.A. from Muskingum College and an M.B.A. from the
Wharton School of the University of Pennsylvania.

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<PAGE>

Michael C. Hoffman has been responsible for managing the Developing Countries
Fund's portfolio since that Fund's inception in April 1994. From August 1990 to
April 1994, Mr. Hoffman was a portfolio manager with CIGNA International
Investment Advisors, where he managed four portfolios with net assets ranging
from $25 million to $100 million. He holds a B.S. from Pennsylvania State
University and a master's degree in international business from the University
of South Carolina.

Andrew P. Pilara, Jr. has been responsible for managing the Partners Fund since
the Fund's inception in July 1995 and is responsible for managing the Global
Natural Resources and Global Value Funds. Mr. Pilara is the President and a
Trustee of the Trust. Since August 1993 he has been a member of The Contrarian
Fund-TM- management team. Mr. Pilara has been involved in the securities
business for over 25 years, with experience in portfolio management, research,
trading, and sales. Prior to joining Robertson Stephens Investment Management,
he was president of Pilara Associates, an investment management firm he
established in 1974. He holds a B.A. in economics from St. Mary's College. Mr.
Pilara has been a Trustee of the Trust since September 1997.

M. Hannah Sullivan is responsible for managing the Global Low-Priced Stock Fund.
Since April 1992, she has been a member of the management team for The
Contrarian Fund-TM-. She holds a B.A. in Spanish literature from Cornell
University and an M.B.A. from the University of California at Berkeley.

John L. Wallace has been responsible for managing the Growth & Income Fund since
its inception in July 1995 and is responsible for managing the Diversified
Growth Fund. Prior to joining Robertson Stephens Investment Management, Mr.
Wallace was Vice President of Oppenheimer Management Corp., where he was
portfolio manager of the Oppenheimer Main Street Income and Growth Fund. He
holds a B.A. from the University of Idaho and an M.B.A. from Pace University.

John H. Seabern serves as a co-portfolio manager of the Diversified Growth Fund.
He has served on the management team of that Fund since its inception. Mr.
Seabern is also a research analyst for the Growth & Income Fund. Prior to
joining the Growth & Income Fund, Mr. Seabern was a research analyst for The
Contrarian Fund-TM-. He has been with Robertson Stephens Investment Management
since September 1993. Prior to that time, Mr. Seabern worked at Duncan-Hurst
Capital Management as a performance analyst for two years. He holds a BS degree
in finance from the University of Colorado.

HOW TO PURCHASE SHARES
(CLASS A SHARES ONLY)

Currently, your minimum initial investment is $5,000 ($1,000 for IRA and for
gift/transfer-to-minor accounts), and your subsequent investments must be at
least $100 ($1 for IRA). You may obtain an Application by calling the Funds at
1-800-766-FUND, or by writing to Edgewood Services, Inc. ("Edgewood") at
Clearing Operations, P. O. Box 897, Pittsburgh, PA 15230.

INITIAL INVESTMENTS

You may make your initial investment by mail or by wire transfer as described
below.

BY MAIL: Send a completed Application, together with a check made payable to
the Fund in which you intend to invest (or, if you are investing in more than
one Fund, make your check payable to Edgewood), to the Funds' Transfer Agent:
State Street Bank and Trust Company c/o National Financial Data Services, P.O.
Box 419717, Kansas City, MO 64141.

BY OVERNIGHT MAIL: Send the information described above to: 1004 Baltimore
Ave., Dwight Building, Second Floor, Kansas City, MO 64105.

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 or tax ID 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.

17
<PAGE>

(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: [Name of Fund]
For further credit:

- --------------------
(Shareholder's name)

- -------------------------
(Shareholder's account #)

(3) 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 Funds. The Funds, Robertson Stephens Investment
Management, or Edgewood, the Funds' distributor, may, in their discretion pay
such brokers for shareholder, subaccounting, and other services.

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 shareholders to purchase shares by moving
money directly from their checking account to a Robertson Stephens 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 the Funds' shares are subject to acceptance by a 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 a 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 a Fund before 4:00 p.m. eastern 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 Funds or the Transfer Agent. Each Fund can redeem shares to
reimburse it or the Transfer Agent for any such loss.

Each 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, except that certificates for shares of the
Emerging Growth Fund will be issued upon written request to the Transfer Agent.

18
<PAGE>

EXCHANGE PRIVILEGE

Shares of one Fund may be exchanged for Class A shares of another Fund.
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 a 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 Funds for details), you may
make exchanges by telephone.

HOW TO REDEEM SHARES
(Class A Shares Only)

REDEMPTIONS BY MAIL

You may redeem your shares of a 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 Transfer Agent for details),
you may redeem shares by calling the Transfer Agent at 1-800-272-6944 by 4:00
p.m. eastern 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. Each Fund employs reasonable procedures in an
effort to confirm the authenticity of telephone instructions. If procedures
established by the Trust are not followed, the Funds 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. Each 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 Funds
will forward proceeds from telephone redemptions only to the bank account or
brokerage account that you

19
<PAGE>

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
Robertson Stephens 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.

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
each Fund will make payment for redeemed shares within seven days thereafter.
Under unusual circumstances, a 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 a 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
until 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 FUNDS' DISTRIBUTOR

Edgewood Services, Inc. is the principal underwriter of the Funds' shares. To
compensate Edgewood for the services it provides and for the expenses it bears
in connection with the distribution of a Fund's Class A shares, each Fund makes
payments to Edgewood under a Distribution Plan adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940. Under the Plan, each of the Funds
pays Edgewood compensation, accrued daily and paid monthly, at the annual rate
of 0.75% of the Fund's average daily net assets attributable to its Class A
shares, in the case of The Contrarian Fund, and 0.25% of the Fund's average
daily net assets attributable to its Class A shares, in the case of the other
Funds. (The Distribution Plan contemplates that the Developing Countries Fund
may make payments at the annual rate of up to 0.50% of the Fund's average daily
net assets attributable to its Class A shares, although the Trustees have
currently limited such payments to the annual rate of 0.25% of the Fund's
average daily net assets attributable to its Class A shares). Edgewood may pay
brokers a commission expressed as a percentage of the purchase price of shares
of the Funds.

BancAmerica Robertson Stephens, an affiliate of RSIM, L.P. and RSIM, Inc.,
provides certain services to Edgewood in respect of the promotion of the shares
of the Funds. In return for these services, Edgewood pays to BancAmerica
Robertson Stephens substantially all of the payments received by Edgewood under
the Distribution Plan. The telephone number of BancAmerica Robertson Stephens
is 1-800-766-FUND.

Robertson Stephens Investment Management and its affiliates, at their own
expense and out of their own assets, may also provide other compensation to
financial institutions in connection with sales of the Funds' shares or the
servicing of shareholders or shareholder accounts. Such compensation may
include, but is not limited to, financial assistance to financial institutions
in connection with conferences, sales or training programs for their employees,
seminars for the public, advertising or sales campaigns, or other financial
institution-sponsored special events. In some instances, this compensation may
be made available only to certain financial institutions whose representatives
have sold or are expected to sell significant amounts of shares. Dealers may
not use sales of the Funds' shares to qualify for this compensation to the
extent such may be prohibited by the laws of any state or any self-regulatory
agency, such as the National Association of Securities Dealers, Inc.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Each Fund distributes substantially all of its net investment income and net
capital gains to shareholders at least once a 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.

20
<PAGE>

Each 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. A 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 each of the Funds for
the preceding year.

The foregoing is a summary of certain federal income tax consequences of
investing in a Fund. You should consult your tax adviser to determine the
precise effect of an investment in a Fund on your particular tax situation.

HOW NET ASSET VALUE IS DETERMINED

Each Fund calculates the net asset value of its shares by dividing the total
value of its assets attributable to its Class A shares, less its liabilities
attributable to its Class A shares, by the number of its Class A shares
outstanding. Shares are valued as of the 4:30 p.m. on each day the New York
Stock 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 in accordance with the guidelines and procedures adopted by the
Trust's Board of Trustees. The net asset value of a Fund's Class A shares will
generally differ from that of its other classes of shares due to the variance in
net income realized by and dividends paid on each class of shares, and any
difference in the expenses of the different classes.

HOW PERFORMANCE IS DETERMINED

Yield and total return data for a Fund's Class A shares may from time to time be
included in advertisements about the Funds. A Fund's "yield" is calculated by
dividing the annualized net investment income per Class A share during a recent
30-day period by the net asset value per Class A share on the last day of that
period. "Total return" for one-, five-, and ten-year periods, and for the life
of a Fund, through the most recent calendar quarter represents the average
annual compounded rate of return (or, in the case of a period of one year or
less, the actual rate of return) on an investment of $1,000 in the Fund's Class
A shares. Total return may also be presented for other periods. Quotations of
yield or total return for a period when an expense limitation was in effect will
be greater than if the limitation had not been in effect. A Fund's performance
may be compared to various indices. See the Statement of Additional
Information. Information may be presented in advertisements about a Fund
describing the background and professional experience of the Fund's investment
advisor or any portfolio manager.

All data are based on a 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 a Fund's investment objective and policies. These factors
should be considered when comparing a Fund's investment results to those of
other mutual funds and other investment vehicles.

ADDITIONAL INFORMATION

Each 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 single series except when required by law or determined by the Board of
Trustees. Each series offered by this Prospectus issues shares of two classes,
Class A shares and Class C shares. The sales charges and other expenses of a
Fund's Class C shares differ from those of its Class A shares, which will affect
performance. Contact Edgewood for information concerning the Class C shares of
any Fund, at 1-800-766-FUND. Although the Trust is not required to hold annual
shareholder meetings, shareholders have the right to call a

21
<PAGE>

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 each 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 each Fund's
portfolio.

22
<PAGE>

INVESTMENT ADVISERS
Robertson, Stephens & Company
Investment Management, L.P.
RS Investment
Management, Inc.
555 California Street
Suite 2600
San Francisco, CA 94104
1-800-766-3863

DISTRIBUTOR
Edgewood Services, Inc.
Clearing Operations
P. O. Box 897
Pittsburgh, PA 15230
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, salesperson, 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.

ROBERTSON
STEPHENS MUTUAL
FUNDS

BRINGING THE FUND MANAGER TO YOU

555 California Street
San Francisco, CA 94104
1-800-766-FUND

CLASS A SHARES
PROSPECTUS
March __, 1998
<PAGE>

ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street
Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS C SHARES
800-270-5829 March __, 1998

ROBERTSON STEPHENS INVESTMENT TRUST makes available to investors the expertise
of the investment professionals at Robertson Stephens Investment Management.
The Trust is offering Class C shares of twelve mutual funds by this Prospectus:
The CONTRARIAN FUND-TM-, 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 GLOBAL VALUE
FUND, The Robertson Stephens GROWTH & INCOME FUND, THE INFORMATION AGE FUND-TM-,
The Robertson Stephens MICROCAP GROWTH FUND, The Robertson Stephens PARTNERS
FUND, and The Robertson Stephens VALUE + GROWTH FUND.

THIS PROSPECTUS EXPLAINS CONCISELY THE INFORMATION ABOUT THE TRUST THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING IN THE FUNDS' CLASS C SHARES.
Please read it carefully and keep it for future reference. Investors can find
more detailed information about the Funds in the March __, 1998 Statement of
Additional Information, as amended from time to time. For a free copy of the
Statement of Additional Information, please call 1-800-270-5829. The Statement
of Additional Information has been filed with the Securities and Exchange
Commission and is available along with other related materials on the Securities
and Exchange Commission's Internet Web site (http://www.sec.gov). The Statement
of Additional information is incorporated into this Prospectus by reference.

-------------------------

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, BANK OF AMERICA OR ANY OF ITS AFFILIATES AND ARE NOT
FEDERALLY INSURED BY, GUARANTEED BY, OBLIGATIONS OF OR OTHERWISE
SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER GOVERNMENTAL AGENCY. INVESTMENT IN THE FUNDS
INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

<PAGE>

EXPENSE SUMMARY

The following table summarizes an investor's maximum transaction costs from
investing in Class C shares of each of the Funds and expenses each of the Funds
expects to incur in respect of its Class C shares. The Example shows the
cumulative expenses attributable to a $1,000 investment in Class C shares of the
Funds 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
Contingent Deferred Sales Charge
(as a percentage of the original purchase price) 1.0% in the
first year, and
eliminated
thereafter.
* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.

Annual Fund Operating Expenses (as a percentage of average net assets)
<TABLE>
<CAPTION>

GLOBAL GLOBAL INFOR- MICRO
DEVELOPING DIVERSIFIED EMERGING LOW-PRICED NATURAL GLOBAL GROWTH & MATION CAP VALUE +
CONTRARIAN COUNTRIES GROWTH GROWTH STOCK RESOURCES VALUE INCOME AGE GROWTH PARTNERS GROWTH
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Manage-
ment Fees 1.50% 1.25% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.25% 1.25% 1.00%

Rule 12b-1
Expenses 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%

Share-
holder
Service
Fee 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%

Other
Expenses* 0.21% 0.35%(1) 0.70%(1) 0.35% 0.70%(1) 0.70%(1) 0.70%(1) 0.05%(1) 0.78% 0.45%(1) 0.45%(1 ) 0.26%
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total Fund
Operating
Expenses* 2.71% 2.60%(1) 2.70%(1) 2.35% 2.70%(1) 2.70%(1) 2.70%(1) 2.05%(1) 2.78% 2.70%(1) 2.70%(1) 2.26%
</TABLE>
- -----------------------------------------
(1) Reflecting voluntary expense limitations.

* Estimated based on expected expenses of Class C shares.

EXAMPLE

An investment of $1,000 in Class C shares of the Funds would incur the following
expenses, assuming 5% annual return and redemption at the end of each period:

1 YEAR 3 YEARS
The Contrarian Fund-TM- $37 $84
The Developing Countries Fund $36 $81
The Diversified Growth Fund $37 $84
The Emerging Growth Fund $34 $73
The Global Low-Priced Stock Fund $37 $84
The Global Natural Resources Fund $37 $84
The Global Value Fund $37 $84
The Growth & Income Fund $31 $64
The Information Age Fund-TM- $38 $86
The MicroCap Growth Fund $37 $84
The Partners Fund $37 $84
The Value + Growth Fund $33 $71

<PAGE>

This information is provided to help investors understand the operating expenses
of the Funds. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. Other
Expenses and Total Fund Operating Expenses for the Funds are estimated based on
the expenses the Funds expect to incur with respect to their Class C shares;
they also reflect voluntary expense limitations currently in effect for some of
the Funds. In the absence of those expense limitations, Other Expenses and
Total Fund Operating Expenses, respectively, of those Funds would be as follows:
Developing Countries Fund, 1.20% and 3.45%; Diversified Growth Fund, 0.85% and
2.85%; Global Low-Priced Stock Fund, 1.89% and 3.89%; Global Natural Resources
Fund, 0.91% and 2.91%; Global Value Fund, 0.90% and 2.90%; Growth & Income Fund,
0.51% and 2.51%; MicroCap Growth Fund, 0.60% and 2.85%; and Partners Fund, 0.65%
and 2.90%. The Management Fees paid by the Funds are higher than those paid by
most other mutual funds. Because of Rule 12b-1 fees paid by the Funds, long-
term shareholders may pay more than the economic equivalent of the maximum
front-end sales load permitted under applicable broker-dealer sales rules.

FINANCIAL HIGHLIGHTS
[To Be Filed By Amendment]

-3-
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

None of the Funds, other than the Growth & Income Fund, invests for current
income. Each of the Funds may hold a portion of its assets in cash or money
market investments.

For a description of certain risks associated with the Funds' investment
practices, see "Other Investment Practices and Risk Considerations," below.

THE CONTRARIAN FUND-TM-

The Contrarian Fund's-TM- investment objective is maximum long-term growth.
Normally, the Contrarian Fund-TM- seeks this growth by aggressive yet flexible
investing worldwide in growing companies that are attractively priced. The
Contrarian Fund-TM- focuses its investments primarily on equity securities of
domestic, multinational, and foreign companies whose potential values generally
have been overlooked by other investors. Such companies include attractively
priced businesses that have not yet been discovered or become popular,
previously unpopular companies with growth potential due to changed
circumstances, companies that have declined in value and no longer command an
investor following, and previously popular companies temporarily out of favor
due to short-term factors.

THE DEVELOPING COUNTRIES FUND

-4-
<PAGE>

The Fund may also, to a lesser degree, invest in private placements of
developing country equity securities.

Developing country equity securities are securities which are principally traded
in the capital markets of a developing country; securities of companies that
derive at least 50% of their total revenues from either goods produced or
services performed in developing countries or from sales made in developing
countries, regardless of where the securities of such companies are principally
traded; securities of companies organized under the laws of, and with a
principal office in, a developing country; securities of investment companies
(such as country funds) that principally invest in developing country
securities; and American Depository Receipts (ADRs) and Global Depository
Receipts (GDRs) with respect to the securities of such companies. Developing
countries are countries that in the opinion of Robertson Stephens Investment
Management are generally considered to be developing countries by the
international financial community. The Fund will normally invest at least 65%
of its assets in developing country equity securities. The Fund may also borrow
money to purchase additional portfolio securities. The Fund is a non-
diversified mutual fund.

In selecting investments for the Fund, Robertson Stephens Investment Management
may consider a number of factors in evaluating potential investments, including
political risks, classic macroeconomic variables, and equity market valuations.
Robertson Stephens Investment Management may also focus on the quality of a
company's management, the company's growth prospects, and the financial well
being of the company. The Developing Countries Fund's investments generally
will reflect a broad cross-section of countries, industries, and companies in
order to minimize risk. In situations where the market for a particular
security is determined by Robertson Stephens Investment Management to be
sufficiently liquid, the Fund may engage in short sales.

THE DIVERSIFIED GROWTH FUND

The Fund will invest 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.

-5-
<PAGE>

THE EMERGING GROWTH FUND

THE GLOBAL LOW-PRICED STOCK FUND

-6-
<PAGE>

of its assets in low-priced stocks, and will normally invest in securities of
issuers located in at least three countries, one of which may be the United
States.

Smaller companies may present greater opportunities for investment return than
do larger companies, but may 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, more widely traded companies. See "Investments
in smaller companies," below.

THE GLOBAL NATURAL RESOURCES FUND

Companies in the natural resources industries include companies that Robertson
Stephens Investment Management considers to be principally engaged in the
discovery, development, production, or distribution of natural resources, the
development of technologies for the production or efficient use of natural
resources, or the furnishing of related supplies or services. Natural resources
include, for example, energy sources, precious metals, forest products, real
estate, nonferrous metals, and other basic commodities.

Companies in the natural resources industries may include, for example:

- Companies that participate in the discovery and development of natural
resources from new or conventional sources.
- Companies that own or produce natural resources such as oil, natural
gas, precious metals, and other commodities.
- Companies that engage in the transportation, distribution, or
processing of natural resources.
- Companies that contribute new technologies for the production or
efficient use of natural resources, such as systems for energy
conversion, conservation, and pollution control.
- Companies that provide related services such as mining, drilling,
chemicals, and related parts and equipment.

-7-
<PAGE>

appreciation primarily as a result of particular products, technology, patents,
or other market advantages in those industries.

THE GLOBAL VALUE FUND

The Global Value Fund's investment objective is long-term growth. The Fund will
employ a value methodology to invest in equity securities primarily of companies
with market capitalizations of $1 billion or more. This traditional value
methodology combines Graham & Dodd balance sheet analysis with cash flow
analysis.

In selecting investments for the Fund, Robertson Stephens Investment Management
will:

- - Perform fundamental research focusing on business analysis;
- - Observe how management allocates capital;
- - Strive to understand the unit economics of the business of the company;
- - Key on the cash flow rate of return on capital employed;
- - Discern the sources and uses of cash;
- - Consider how management is compensated; and
- - Ask how the stock market is pricing the entire company.

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from business in that country or if its equity securities are traded principally
on a securities exchange in that country. The Fund is a non-diversified mutual
fund.

THE GROWTH & INCOME FUND

THE INFORMATION AGE FUND-TM-

The Information Age Fund's-TM- investment objective is long-term capital
appreciation. The Fund is designed for investors who believe that aggressive
investment in common stocks of companies in the information technology
industries provides significant opportunities for capital appreciation. While
ordinary mutual funds may place some of their investments in securities of
companies in the information technology sector, The Information Age Fund-TM-
focuses its investments in that sector.

- Computer hardware and software of any kind, including, for example,
semiconductors, minicomputers, and peripheral equipment.
- Telecommunications products and services.
- Multimedia products and services, including, for example, goods and
services used in the broadcast and media industries.
- Data processing products and services.
- Financial services companies that collect or disseminate market, economic,
and financial information.

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<PAGE>

THE MICROCAP GROWTH FUND

"Micro-cap" companies are companies with market capitalizations of $250 million
or less. Robertson Stephens Investment Management seeks to identify micro-cap
companies that have the potential, based on superior or niche products or
services, operating characteristics, management, or other factors, for long-term
capital appreciation. Equity securities in which the Fund may invest include
common stocks, preferred stocks, and warrants, and securities convertible into
common or preferred stocks. Under normal circumstances, the Fund will invest at
least 65% of its assets in securities of companies which Robertson Stephens
Investment Management determines at the time of investment to be micro-cap
companies. The Fund may invest the remainder of its assets in securities of
companies of any size if Robertson Stephens Investment Management believes such
investments are consistent with the Fund's investment objective. The Fund may
also engage in short sales of securities it expects to decline in price.

Micro-cap and other small companies may offer greater opportunities for capital
appreciation than other companies but may 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
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. See "Investments in smaller companies," below.

THE PARTNERS FUND

The Partners Fund's investment objective is long-term growth. The Fund will
employ a value methodology to invest in equity securities primarily of companies
with market capitalizations of up to

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<PAGE>

$1 billion. This traditional value methodology combines Graham & Dodd balance
sheet analysis with cash flow analysis.

In selecting investments for the Fund, Robertson Stephens Investment Management
will:

- Perform fundamental research focusing on business analysis;
- Observe how management allocates capital;
- Strive to understand the unit economics of the business of the company;
- Key on the cash flow rate of return on capital employed;
- Discern the sources and uses of cash;
- Consider how management is compensated; and
- Ask how the stock market is pricing the entire company.

THE VALUE + GROWTH FUND

OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS

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<PAGE>

securities, may be considered "derivative" investments), including limitations
designed to reduce these risks.

SHORT SALES (ALL FUNDS EXCEPT THE EMERGING GROWTH, PARTNERS, AND GLOBAL VALUE
FUNDS). 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. A 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. An increase in the value
of a security sold short by a Fund over the price at which it was sold short
will result in a loss to the Fund, and there can be no assurance that a Fund
will be able to close out the position at any particular time or at an
acceptable price.

The Contrarian Fund-TM- may enter into short sales on securities with a
value of up to 40% of the Fund's total assets. Use of short sales by The
Contrarian Fund-TM- or The Developing Countries Fund may have the effect of
providing the Fund with investment leverage. For a description of the
effects and the risks of investment leverage, see 'Borrowing and Leverage' in
this Prospectus. Each of the Funds other than The Contrarian Fund-TM- may
enter into short sales on securities with a value of up to 25% of the Fund's
total assets. (The Global Low-Priced Stock Fund will only enter into short
sales on securities which it owns, for hedging purposes). A Fund's ability
to engage in short sales may be limited by tax considerations.

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<PAGE>

DEBT SECURITIES. Each of the Funds may invest in debt securities from time to
time, if Robertson Stephens Investment Management believes investing in such
securities might help achieve the Fund's objective. The Growth & Income,
Partners, and Global Value Funds may invest without limit in debt securities and
other fixed-income securities. Each of the other Funds may invest in debt
securities to the extent consistent with its investment policies, although
Robertson Stephens Investment Management expects that under normal circumstances
those Funds would not likely invest a substantial portion of their assets in
debt securities.

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<PAGE>

Each of the OTHER FUNDS will invest only in securities rated "investment grade"
or considered by Robertson Stephens Investment Management to be of comparable
quality. Investment grade securities are rated Baa or higher by Moody's
Investors Service, Inc. or BBB or higher by Standard & Poor's. Securities rated
Baa or BBB lack outstanding investment characteristics, have speculative
characteristics, and are subject to greater credit and market risks than higher-
rated securities. Descriptions of the securities ratings assigned by Moody's
and Standard & Poor's are described in the Statement of Additional Information.

BORROWING AND LEVERAGE. THE CONTRARIAN FUND-TM- and the DEVELOPING COUNTRIES
FUND may borrow money to invest in additional portfolio securities. This
practice, known as "leverage," increases a Fund's market exposure and its risk.
In addition, use of short sales by one of those Funds may provide the economic
equivalent of the Fund's borrowing money. When a Fund has borrowed money for
leverage and its investments increase or decrease in value, the Fund's net asset
value will normally increase or decrease more than if it had not borrowed money.
The interest the Fund must pay on borrowed money will reduce the amount of any
potential gains or increase any losses. The extent to which a Fund will borrow
money, and the amount it may borrow, depend on market conditions and interest
rates. Successful use of leverage depends on Robertson Stephens Investment
Management's ability to predict market movements correctly. A Fund may at times
borrow money by means of reverse repurchase agreements. Reverse repurchase
agreements generally involve the sale by a Fund of securities held by it and an
agreement to repurchase the securities at an agreed-upon price, date, and
interest payment. Reverse repurchase agreements will increase a Fund's overall
investment exposure and may result in losses. The amount of money borrowed by a
Fund for leverage may generally not exceed one-third of the Fund's assets
(including the amount borrowed).

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<PAGE>

INDEX FUTURES AND OPTIONS. A Fund may buy and sell index futures contracts
("index futures") and options on index futures and on indices (or may purchase
investments whose values are based on the value from time to time of one or more
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. A 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 a Fund that are the subject of a
hedge. The successful use by a 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 a Fund's potential inability
to close out futures or options positions. Although a 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 a 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 a Fund's ability to engage in
options and futures transactions.

A 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.)

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<PAGE>

issuers. This practice involves an increased risk of loss to a Fund if the
market value of a security should decline or its issuer were otherwise not to
meet its obligations.

At times a Fund may invest more than 25% of its assets in securities of issuers
in one or more market sectors such as, for example, the technology sector. A
market sector may be made up of companies in a number of related industries. A
Fund would only concentrate its investments in a particular market sector if
Robertson Stephens Investment Management were to believe the investment return
available from concentration in that sector justifies any additional risk
associated with concentration in that sector. When a Fund concentrates its
investments in a market sector, financial, economic, business, and other
developments affecting issuers in that sector will have a greater effect on the
Fund than if it had not concentrated its assets in that sector.

Currently, THE CONTRARIAN FUND-TM- has invested a significant portion of its
assets in companies within a number of industries involving base metals,
precious metals, and oil/energy. In addition, a number of the Funds have
invested, and may continue to invest, a significant portion of their assets in
companies in the technology and telecommunications sectors. Accordingly, the
performance of these Funds may be subject to a greater risk of market
fluctuation than that of a fund invested in a wider spectrum of market or
industrial sectors.

PORTFOLIO TURNOVER. The length of time a Fund has held a particular security is
not generally a consideration in investment decisions. The investment policies
of a 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 a
Fund is known as "portfolio turnover." Portfolio turnover generally involves
some expense to a 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.
Portfolio turnover rates for each of the Funds during their fiscal periods ended
December 31, 1996 were as follows: Contrarian Fund, 44%; Developing Countries
Fund, 165%; Diversified Growth Fund, 69% (5 months); Emerging Growth Fund, 270%;
Global Low-Priced Stock Fund, 66%; Global Natural Resources Fund, 82%; Global
Value Fund, 100% (estimated for first fiscal year); Growth & Income Fund, 212%;
MicroCap Growth Fund, 22% (5 months); The Information Age Fund-TM-, 452%;
Partners Fund, 101%; and Value + Growth Fund, 221%.

MANAGEMENT OF THE FUNDS

The Trustees of the Trust are responsible for generally overseeing the conduct
of the Trust's business. Robertson, Stephens & Company Investment Management,
L.P. ("RSIM, L.P."), 555 California Street, San Francisco, CA 94104, is the
investment advisor for each of the Funds other than the Emerging Growth Fund.
RSIM, L.P., a California partnership, was formed in 1993 and is a wholly owned
indirect subsidiary of BankAmerica Corp. RSIM, L.P. and its affiliates in the
Roberston Stephens group of companies have in excess of $4 billion under
management in public and private investment funds.

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<PAGE>

BankAmerica Corp. is a global financial services company with approximately $250
billion in assets and an equity capital base of approximately $20 billion.

RS Investment Management, Inc. (formerly known as Robertson Stephens Investment
Management, Inc.), 555 California Street, San Francisco, CA 94104, is the
investment advisor for the Emerging Growth Fund. RS Investment Management, Inc.
("RSIM, Inc.") commenced operations in March 1986 and is also a wholly owned
indirect subsidiary of BankAmerica Corp.

Robertson Stephens Investment Management may at times bear certain expenses of
the Funds. The Investment Advisory Agreements between each of the Diversified
Growth Fund, the Global Low-Priced Stock Fund, the Global Natural Resources
Fund, the Global Value Fund, the Growth & Income Fund, The Information Age Fund-
TM-, the MicroCap Growth Fund, the Partners Fund, and the Value + Growth Fund
and Robertson Stephens Investment Management permit Robertson Stephens
Investment Management to seek reimbursement for those expenses within the
succeeding two-year period, subject to any expense limitations then applicable
to the Fund in question.

ADMINISTRATIVE SERVICES. Each of the Diversified Growth, Growth & Income,
Global Low-Priced Stock, Global Natural Resources, Global Value, Information
Age-TM-, and MicroCap Growth Funds, has entered into an agreement with Robertson
Stephens Investment Management pursuant to which Robertson Stephens Investment
Management provides administrative services to the Fund. Each Fund pays
Robertson Stephens Investment Management a fee for such services at the annual
rate of 0.25% of its average daily net assets.

PORTFOLIO MANAGERS

Paul H. Stephens has served as The Contrarian Fund's-TM- portfolio manager since
its inception in June 1993. He was a founder of Robertson, Stephens & Company.
In addition to managing public investment portfolios for individuals since 1975,
Mr. Stephens has acted as the firm's Chief Investment Officer since 1978. He
holds a B.S. and an M.B.A. from the University of California at Berkeley.

James Callinan is responsible for managing the Emerging Growth Fund's portfolio.
Mr. Callinan has more than nine years of investment research and management
experience. From 1986 until June 1996, Mr. Callinan was employed by Putnam
Investments, where, beginning in June 1994, he served as portfolio manager of
the Putnam OTC Emerging Growth Fund. Mr. Callinan received an A.B. in economics
from Harvard College, an M.S. in accounting from New York University, and an
M.B.A. from Harvard Business School, and is a Charter Financial Analyst.

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<PAGE>

Ronald E. Elijah has managed the Value + Growth Fund's portfolio since that
Fund's inception in April 1992. Mr. Elijah is also the portfolio manager for
the Information Age Fund.-TM- From August 1985 to January 1990, Mr. Elijah was
a securities analyst for Robertson, Stephens & Company. From January 1990 to
January 1992, Mr. Elijah was an analyst and portfolio manager for Water Street
Capital, which managed short selling investment funds. He holds a master's
degree in economics from Humboldt State University and an M.B.A. with an
emphasis in finance from Golden Gate University.

David Evans is responsible for managing the portfolio of the MicroCap Growth
Fund. Mr. Evans has more than fifteen years of investment research and
management experience, and has been a part of the management team at Robertson
Stephens Investment Management since 1989. Mr. Evans was an analyst and
portfolio manager at CIGNA before joining Robertson Stephens Investment
Management. He holds a B.A. from Muskingum College and an M.B.A. from the
Wharton School of the University of Pennsylvania.

Michael Hoffman has been responsible for managing the Developing Countries
Fund's portfolio since that Fund's inception in April 1994. From August 1990 to
April 1994, Mr. Hoffman was a portfolio manager with CIGNA International
Investment Advisors, where he managed four portfolios with net assets ranging
from $25 million to $100 million. He holds a B.S. from Pennsylvania State
University and a master's degree in international business from the University
of South Carolina.

M. Hannah Sullivan is responsible for managing the Global Low-Priced Stock Fund.
Since April 1992, she has been a member of the management team for The
Contrarian Fund.-TM- She holds a B.A. in Spanish literature from Cornell
University and an M.B.A. from the University of California at Berkeley.

John L. Wallace has been responsible for managing the Growth & Income Fund since
its inception in July 1995 and is responsible for managing the Diversified
Growth Fund. Prior to joining Robertson, Stephens Investment Management, Mr.
Wallace was Vice President of Oppenheimer Management Corp., where he was
portfolio manager of the Oppenheimer Main Street Income and Growth Fund. He
holds a B.A. from the University of Idaho and an M.B.A. from Pace University.

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<PAGE>

since September 1993. Prior to that time, Mr. Seabern worked at Duncan-Hurst
Capital Management as a performance analyst for two years. He holds a BS degree
in finance from the University of Colorado.

HOW TO PURCHASE SHARES

Class C shares of any Fund may be purchased through your financial institution,
which may be a broker-dealer, a bank, or another institution. You can open a
Class C shares account in any Fund with as little as $5,000 ($1,000 for IRA and
for gift/transfer-to-minor accounts) and make additional investments at any time
with as little as $100 ($1 for IRAs).

Your financial institution can assist you in establishing your account and
making your investment. Your financial institution is responsible for
forwarding all of the necessary documentation to the Trust, and may charge for
its services. If you do not have a financial institution, Edgewood Services,
Inc., the Funds' principal underwriter ("Edgewood"), can refer you to one.

Once you have made the initial minimum investment in a Fund, you can make
regular investments in that Fund of $100 or more on a monthly or quarterly basis
through automatic deductions from your bank checking account. Application forms
are available from your financial institution or through Edgewood.

OTHER INFORMATION ABOUT PURCHASING SHARES

Each Fund's Class C shares are sold at the Fund's net asset value per share next
determined after the Fund receives your purchase order. In most cases, in order
to receive that day's public offering price, your financial institution must
ensure that the Trust receives your order before the close of regular trading on
the New York Stock Exchange.

CONTINGENT DEFERRED SALES CHARGE. Class C shares are sold without an initial
sales charge, although a contingent deferred sales charge ("CDSC") of 1.00% is
imposed on redemptions of such shares within the first year after purchase. The
CDSC will be charged on the lesser of the shares' cost or current net asset
value. Shares acquired by reinvestment of distributions will be redeemed
without a CDSC. In determining whether a CDSC is payable on any redemption, a
Fund will first redeem shares acquired through the reinvestment of
distributions, and then the remaining shares held longest. Edgewood receives
the entire amount of any CDSC you pay.

REINVESTMENT PRIVILEGE. If you redeem Class C shares of a Fund, you have a one-
time right, within 90 days, to reinvest the redemption proceeds plus the amount
of CDSC you paid, if any, at the next-determined net asset value. Edgewood must
be notified in writing by you or by your financial institution of the
reinvestment for you to recover the CDSC. If you redeem shares in a Fund, there
may be tax consequences.

GENERAL

If you purchase shares of a 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 check
has cleared, whichever occurs first.

A Fund may waive the CDSC on Class C shares redeemed by the Trust's current and
retired Trustees (and their families), current and retired employees (and their
families) of Robertson Stephens Investment Management and its affiliates,
registered representatives and other employees (and their families) of

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<PAGE>

broker-dealers having sales agreements with Edgewood, employees (and their
families) of financial institutions having sales agreements with Edgewood (or
otherwise having an arrangement with a broker-dealer or financial institution
with respect to sales of Fund shares), financial institution trust
departments investing an aggregate of $1 million or more in one or more funds
in the Robertson Stephens family, clients of certain administrators of
tax-qualified plans, employer-sponsored retirement plans, and tax-qualified
plans when proceeds from repayments of loans to participants are invested (or
reinvested) in the Robertson Stephens Funds. A Fund may sell shares not
subject to any CDSC in connection with the acquisition by the Fund of assets
of an investment company or personal holding company. In addition, the CDSC
may be waived in the case of (i) redemptions of shares held at the time a
shareholder dies or becomes disabled, including the shares of a shareholder
who owns the shares with his or her spouse as joint tenants with right of
survivorship, provided that the redemption is requested within one year of
the death or initial determination of disability; and (ii) redemptions in
connection with the following retirement plan distributions: (a) lump-sum or
other distributions from a qualified retirement plan following retirement;
(b) distributions from an IRA, Keogh Plan, or Custodial Account under Section
403(b)(7) of the Internal Revenue Code following attainment of age 59 1/2;
(c) a tax-free return on an excess contribution to an IRA; and (d)
distributions to make "substantially equal periodic payments" as described in
Section 72(t) of the Internal Revenue Code. The minimum initial investment
may be waived for current and retired Trustees, and current and retired
employees of the Trust, Robertson Stephens Investment Management, or their
affiliates. Contact your financial institution or Edgewood for information.
If you invest through a broker-dealer or other financial institution, your
broker-dealer or other financial institution will be responsible for electing
on your behalf to take advantage of any of the waivers described above.
Please instruct your broker-dealer or other financial institution accordingly.

Because of the relatively high cost of maintaining accounts, the Fund reserves
the right to redeem, upon not less than 60 days' notice, any Fund account whose
account balance falls below $500 as a result of redemptions. A shareholder may,
however, avoid such a redemption by a Fund by increasing his investment in
shares of the Fund to a value of $500 or more during such 60-day period.

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<PAGE>

EXCHANGE PRIVILEGE

Except as otherwise described below, you can exchange your shares in any Fund
worth at least $1,000 for Class C shares of the other Robertson Stephens Funds
offering such shares, at net asset value beginning 15 days after purchase. If
you exchange shares subject to a CDSC, the transaction will not be subject to a
CDSC. However, when you redeem the shares acquired through the exchange, the
redemption may be subject to the CDSC, depending upon when you originally
purchased the shares. For purposes of computing the CDSC, the length of time
you have owned your shares will be measured from the date of original purchase
and will not be affected by any exchange.

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, without the
consent of Edgewood. 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).

The exchange privilege is not intended as a vehicle for short-term trading.
Excessive exchange activity may interfere with portfolio management and have an
adverse effect on all shareholders. In order to limit excessive exchange
activity and in other circumstances where Robertson Stephens Investment
Management or the Trustees believe doing so would be in the best interests of
the Fund, the Fund reserves the right to revise or terminate the exchange
privilege, limit the amount or number of exchanges, or reject any exchange.
Shareholders would be notified of any such action to the extent required by law.
Consult your financial institution before requesting an exchange.

Investors should note that an exchange will result in a taxable event. Exchange
privileges may be terminated, modified, or suspended by a 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 Funds for details), you may
make exchanges by telephone.

HOW TO REDEEM SHARES

You can sell your Class C shares in a Fund to that Fund any day the New York
Stock Exchange is open, either through your financial institution or directly to
the Fund. A Fund will only redeem shares for which it has received payment.

SELLING SHARES THROUGH YOUR FINANCIAL INSTITUTION

Your financial institution and Edgewood must receive your request before the
close of regular trading on the New York Stock Exchange to receive that day's
net asset value. Your financial institution will be responsible for furnishing
all necessary documentation to Edgewood, and may charge you for its services.

SELLING SHARES DIRECTLY TO A FUND

BY MAIL. You may redeem your shares of a Fund by mailing a written request for
redemption to National Financial Data services (the "Transfer Agent") that:

(1) states the number of shares or dollar amount to be redeemed;

(2) identifies your account number; and

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(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 at 1-800-272-6944.
Corporations, fiduciaries, and other types of shareholders may be required to
supply additional documents which support their authority to effect a
redemption.

BY TELEPHONE. Unless you have indicated that you do not wish to establish
telephone redemption privileges (see the Account Application or call the
Transfer Agent 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.

Telephone redemption is not available for shares held in IRAs. Each Fund may
modify or terminate its telephone redemption services at any time upon 30 days
notice.

BY WIRE TRANSFER. If your financial institution receives Federal Reserve wires,
you may instruct that your redemption proceeds be forwarded to your account with
your financial institution or to you by a wire transfer. Please indicate your
financial institution's or your own complete wiring instructions. The Funds
will forward proceeds from telephone redemptions only to the bank or 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.

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
each Fund will make payment for redeemed shares within seven days thereafter.
Under unusual circumstances, a 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 a 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 check has cleared, whichever occurs first. If you redeem shares
through your financial institution, your financial institution is responsible
for ensuring that the Transfer Agent receives your redemption request in proper
form at the appropriate time.

THE FUNDS' DISTRIBUTOR

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Each of the Funds has adopted a Distribution Plan under Rule 12b-1 with respect
to its Class C shares (the "Plan") providing for payments by the Fund to
Edgewood from the assets attributable to the Fund's Class C shares. Payments
under the Plan are intended to compensate Edgewood for services provided and
expenses incurred by it as principal underwriter of the Fund's Class C shares,
including the payments to financial institutions described below.

In order to compensate broker-dealer and certain other financial institutions
for services provided in connection with sales of Class C shares, Edgewood makes
quarterly payments to qualifying broker-dealers and other financial institutions
at an annual rate of up to 0.75% of the average net asset value of Class C
shares attributable to shareholders for whom the broker-dealers or financial
institutions are intermediaries of record. Edgewood may suspend or modify such
payments. Such payments are also subject to the continuation of the relevant
Plan, the term of any agreements between financial institutions and Edgewood,
and any applicable limits imposed by the National Association of Securities
Dealers, Inc.

Each of the Funds currently makes payments under its Plan at the annual rate of
0.75% of the assets of the Fund attributable to its Class C shares (although the
Plans contemplate payments at a rate of up to 1.00% of a Fund's average net
assets attributable to Class C shares). The Plan also by its terms relates to
payments under the Funds' Shareholder Servicing Plans, to the extent such
payments may be seen as primarily intended to result in the sale of a Fund's
Class C shares. BancAmerica Robertson Stephens, an affiliate of RSIM, L.P. and
RSIM, Inc., provides certain services to Edgewood in respect of the promotion of
the shares of the Funds. In return for these services, Edgewood pays to
BancAmerica Robertson Stephens substantially all of the payments received by
Edgewood under the Distribution Plan. In addition, BancAmerica Robertson
Stephens receives the proceeds of any CDSC imposed on redemptions of shares.
The telephone number of BancAmerica Robertson Stephens is 1-800-766-FUND.

Robertson Stephens Investment Management, and its affiliates, at their own
expense and out of their own assets, may also provide other compensation to
financial institutions in connection with sales of the Funds' shares or the
servicing of shareholders or shareholder accounts. Such compensation may
include, but is not limited to, financial assistance to financial institutions
in connection with conferences, sales or training programs for their employees,
seminars for the public, advertising or sales campaigns, or other financial
institution-sponsored special events. In some instances, this compensation may
be made available only to certain financial institutions whose representatives
have sold or are expected to sell significant amounts of shares. Dealers may
not use sales of the Funds' shares to qualify for this compensation to the
extent such may be prohibited by the laws of any state or any self-regulatory
agency, such as the National Association of Securities Dealers, Inc.

SHAREHOLDER SERVICING PLAN

The Trust has adopted a Shareholder Servicing Plan (the "Service Plan") for the
Class C shares of each Fund. Under the Service Plan, each Fund pays fees to
BancAmerica Robertson Stephens at an annual rate of up to 0.25% of the Fund's
average daily net assets. The Plan contemplates that financial institutions
will enter into shareholder service agreements with BancAmerica Robertson
Stephens to provide administrative support services to their customers who are
Fund shareholders. In return for providing these support services, a financial
institution may receive payments from BancAmerica Robertson Stephens at a rate
not exceeding 0.25% of the average daily net assets of the Class C shares of
each Fund for which the financial institution is the financial institution of
record. These administrative services may include, but are not limited to, the
following functions: providing office space, equipment, telephone facilities,
and various personnel, including clerical, supervisory, and computer personnel,
as necessary or beneficial to establish and maintain shareholder accounts and

-23-
<PAGE>

records; processing purchase and redemption transactions and automatic
investments of client account cash balances; answering routine client inquiries
regarding the Funds; assisting clients in changing dividend options, account
designations, and addresses; and providing such other services as BancAmerica
Robertson Stephens reasonably requests.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Each Fund distributes substantially all of its net investment income and net
capital gains to shareholders at least once a year (or more often if necessary
to avoid certain excise or income taxes on the Fund). All distributions by a
Fund will be automatically reinvested in Class C shares of the Fund unless the
shareholder requests cash payment on at least 10 days' prior written notice to
the Transfer Agent.

HOW NET ASSET VALUE IS DETERMINED

Each Fund calculates the net asset value of its Class C shares by dividing the
total value of its assets attributable to its Class C shares, less its
liabilities attributable to those shares, by the number of its Class C shares
outstanding. Shares are valued as of 4:30 p.m. on each day the New York Stock
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 in accordance with the guidelines and procedures adopted by the
Trust's Board of Trustees. The net asset value of a Fund's Class C shares will
generally differ from that of its other classes of shares due to the variance in
daily net income realized by and dividends paid on each class of shares, and any
differences in the expenses of the different classes.

HOW PERFORMANCE IS DETERMINED

Yield and total return data may from time to time be included in advertisements
about the Funds' Class C shares. The "yield" of a Fund's Class C shares is
calculated by dividing the annualized net investment income per Class C share
during a recent 30-day period by the net asset value per Class C share on the
last day of that period. "Total return" for the period during which Class C
shares of a Fund have been offered, through the most recent calendar quarter,
represents the average annual compounded rate of return (or, in the case of a
period of one year or less, the actual rate of return) on an investment of
$1,000 in Class C shares of that Fund. Total return may also be presented for
other periods. Advertisements about a Fund may include total return information
for the Fund's class A shares for periods prior to the initial offering date of
the Fund's Class C shares; that information may be

-24-
<PAGE>

adjusted to reflect any higher operating expenses (such as shareholder service
fees or distribution fees) incurred by the Fund's Class C shares. Because a
Fund's operating expenses attributable to its Class C shares are higher than
those attributable to its Class A shares and because a Fund may impose a
contingent deferred sales charge in connection with the redemption of Class C
shares, the investment performance of a Fund's Class C shares would have been
lower than that of its Class A shares for any such periods shown. Quotations
of yield or total return for a period when an expense limitation was in effect
will be greater than if the limitation had not been in effect. A Fund's
performance may be compared to various indices. See the Statement of Additional
Information. Information may be presented in advertisements about a Fund
describing the background and professional experience of the Fund's investment
adviser or any portfolio manager.

All data are based on a 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 expenses. Investment performance also often reflects the risks
associated with a Fund's investment objective and policies. These factors
should be considered when comparing a Fund's investment results to those of
other mutual funds and other investment vehicles.

ADDITIONAL INFORMATION

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 single series except when required by law or determined by the Board of
Trustees. Each series offered by this Prospectus issues shares of two classes,
Class A shares and Class C shares. The sales charges and other expenses of a
Fund's Class A shares differ from (and are currently lower than) those of its
Class C shares, which will affect performance. Contact Edgewood for information
concerning the Class A shares of any Fund, at 1-800-270-5829. 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.

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<PAGE>

ROBERTSON
STEPHENS
MUTUAL
FUNDS
BRINGING THE FUND MANAGER TO YOU

ADDRESS
555 CALIFORNIA STREET
SAN FRANCISCO, CA 94104
1-800-270-5829

INVESTMENT ADVISERS
Robertson, Stephens & Company
Investment Management, L.P.
RS Investment Management, Inc.
555 California Street
San Francisco, CA 94104
1-800-270-5829

DISTRIBUTOR
Edgewood Services, Inc.
Clearing Operations
P. O. Box 897
Pittsburgh, PA 15230
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, salesperson, 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.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
ROBERTSON STEPHENS MUTUAL FUNDS

MARCH ___, 1998

Robertson Stephens Investment Trust (the "Trust") is an open-end series
investment company. This Statement of Additional Information is not a
prospectus and should be read in conjunction with a Prospectus of the Trust
dated March ___, 1998, as it may be revised from time to time. This Statement
relates to the Funds' Class A and Class C Shares. A copy of a Prospectus of the
Trust for its Class A or Class C Shares can be obtained upon request made to
Edgewood Services, Inc. ("Edgewood"), the Trust's distributor, Clearing
Operations, P. O. Box 897, Pittsburgh, Pennsylvania, 15230, telephone
1-800-766-FUND.

TABLE OF CONTENTS

CAPTION PAGE
------- ----
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . 2
THE FUNDS' INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . .13
THE FUNDS' DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
HOW NET ASSET VALUE IS DETERMINED. . . . . . . . . . . . . . . . . . . . . . .30
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
HOW PERFORMANCE IS DETERMINED. . . . . . . . . . . . . . . . . . . . . . . . .32
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of the Funds are described in detail
in the Prospectuses. The following discussion provides supplemental information
concerning certain investment techniques in which one or more of the Funds may
engage, and certain of the risks they may entail. Certain of the investment
techniques may not be available to all of the Funds.

All of the Funds, except for the Emerging Growth Fund, are managed by
Robertson, Stephens & Company Investment Management, L.P. ("RSIM, L.P."). The
Emerging Growth Fund is managed by RS Investment Management, Inc. ("RSIM,
Inc."). RSIM, L.P. and RSIM, Inc. are sometimes referred to in this Statement
collectively as "Robertson Stephens Investment Management."

Class A shares and Class C shares are offered through two separate
prospectuses. Any reference to the "Prospectus" in this Statement is a
reference to each such prospectus unless the context requires otherwise or
unless otherwise specified.

LOWER-RATED DEBT SECURITIES

Certain of the Funds may purchase lower-rated debt securities, sometimes
referred to as "junk bonds" (those rated BB or lower by Standard & Poor's
("S&P") or Ba or lower by Moody's Investor Service, Inc. ("Moody's")). See
APPENDIX A for a description of these ratings. None of the Funds intends, under
current circumstances, to purchase such securities if, as a result, more than
35% of the Fund's assets would be invested in securities rated below BB or Ba.

The lower ratings of certain securities held by a Fund 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. The inability (or perceived inability) of issuers to make timely
payment of interest and principal would likely make the values of securities
held by the Fund more volatile and could limit the Fund's ability to sell its
securities at prices approximating the values a Fund had placed on such
securities. It is possible that legislation may be adopted in the future
limiting the ability of certain financial institutions to purchase lower rated
securities; such legislation may adversely affect the liquidity of such
securities. In the absence of a liquid trading market for securities held by
it, the Fund may be unable at times to establish the fair market value of such
securities. The rating assigned to a security by Moody's or S&P does not
reflect an assessment of the volatility of the security's market value or of the
liquidity of an investment in the security.

Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. Thus, a decrease
in interest rates generally will result in an increase in the value of a Fund's
fixed-income securities. Conversely, during periods of rising interest rates,
the value of a Fund's fixed-income securities generally will decline. In
addition, the values of such securities are also affected by changes in general
economic conditions and business conditions affecting the specific industries of
their issuers. Changes by recognized rating services in their ratings of any
fixed-income security and in the ability of an issuer to make payments of
interest and principal may also affect the value of these investments. Changes
in the value of portfolio securities generally will not affect cash income
derived from such securities, but will affect the Fund's net asset value. A
Fund will not necessarily dispose of a security when its 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.

Issuers of lower-rated securities are often highly leveraged, so that their
ability to service their debt obligations during an economic downturn or during
sustained periods of rising interest rates may be impaired. In addition, such
issuers may not have more traditional methods of financing available to them,
and may be unable to repay debt at maturity by refinancing. The risk of loss
due to default in payment of interest or principal by such issuers is
significantly greater because such securities frequently are unsecured and
subordinated to the prior payment of senior indebtedness. Certain of the lower-
rated securities in which the Funds may invest are issued to raise funds in
connection with the acquisition of a company, in so-called "leveraged buy-out"
transactions. The highly leveraged capital structure of such issuers may make
them especially vulnerable to adverse changes in economic conditions.

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Under adverse market or economic conditions or in the event of adverse
changes in the financial condition of the issuer, a Fund could find it more
difficult to sell lower-rated securities when Robertson Stephens Investment
Management believes it advisable to do so or may be able to sell such securities
only at prices lower than if such securities were more widely held. In many
cases, such securities may be purchased in private placements and, accordingly,
will be subject to restrictions on resale as a matter of contract or under
securities laws. Under such circumstances, it may also be more difficult to
determine the fair value of such securities for purposes of computing a Fund's
net asset value. In order to enforce its rights in the event of a default under
such securities, a Fund may be required to take possession of and manage assets
securing the issuer's obligations on such securities, which may increase the
Fund's operating expenses and adversely affect the Fund's net asset value. A
Fund may also be limited in its ability to enforce its rights and may incur
greater costs in enforcing its rights in the event an issuer becomes the subject
of bankruptcy proceedings.

Certain securities held by a Fund may permit the issuer at its option to
"call," or redeem, its securities. If an issuer were to redeem securities held
by a Fund during a time of declining interest rates, the Fund may not be able to
reinvest the proceeds in securities providing the same investment return as the
securities redeemed.

OPTIONS

The Funds may purchase and sell put and call options on their portfolio
securities to enhance investment performance and to protect against changes in
market prices. There is no assurance that a Fund's use of put and call options
will achieve its desired objective, and a Fund's use of options may result in
losses to the Fund.

COVERED CALL OPTIONS. A Fund may write covered call options on its
securities to realize a greater current return through the receipt of premiums
than it would realize on its securities alone. Such option transactions may
also be used as a limited form of hedging against a decline in the price of
securities owned by the Fund.

A call option gives the holder the right to purchase, and obligates the
writer to sell, a security at the exercise price at any time before the
expiration date. A call option is "covered" if the writer, at all times while
obligated as a writer, either owns the underlying securities (or comparable
securities satisfying the cover requirements of the securities exchanges), or
has the right to acquire such securities through immediate conversion of
securities.

In return for the premium received when it writes a covered call option, a
Fund gives up some or all of the opportunity to profit from an increase in the
market price of the securities covering the call option during the life of the
option. The Fund retains the risk of loss should the price of such securities
decline. If the option expires unexercised, the Fund realizes a gain equal to
the premium, which may be offset by a decline in price of the underlying
security. If the option is exercised, the Fund realizes a gain or loss equal to
the difference between the Fund's cost for the underlying security and the
proceeds of sale (exercise price minus commissions) plus the amount of the
premium.

A Fund may terminate a call option that it has written before it expires by
entering into a closing purchase transaction. A Fund may enter into closing
purchase transactions in order to free itself to sell the underlying security or
to write another call on the security, realize a profit on a previously written
call option, or protect a security from being called in an unexpected market
rise. Any profits from a closing purchase transaction may be offset by a
decline in the value of the underlying security. Conversely, because increases
in the market price of a call option will generally reflect increases in the
market price of the underlying security, any loss resulting from a closing
purchase transaction is likely to be offset in whole or in part by unrealized
appreciation of the underlying security owned by the Fund.

COVERED PUT OPTIONS. A Fund may write covered put options in order to
enhance its current return. Such options transactions may also be used as a
limited form of hedging against an increase in the price of securities that the
Fund plans to purchase. A put option gives the holder the right to sell, and
obligates the writer to buy, a security at the exercise price at any time before
the expiration date. A put option is "covered" if the writer segregates cash
and high-grade short-term debt obligations or other permissible collateral equal
to the price to be paid if the option is exercised.

In addition to the receipt of premiums and the potential gains from
terminating such options in closing purchase transactions, a Fund also receives
interest on the cash and debt securities maintained to cover the

B-3
<PAGE>

exercise price of the option. By writing a put option, the Fund assumes the
risk that it may be required to purchase the underlying security for an exercise
price higher than its then current market value, resulting in a potential
capital loss unless the security later appreciates in value.

A Fund may terminate a put option that it has written before it expires by
a closing purchase transaction. Any loss from this transaction may be partially
or entirely offset by the premium received on the terminated option.

PURCHASING PUT AND CALL OPTIONS. A Fund may also purchase put options to
protect portfolio holdings against a decline in market value. This protection
lasts for the life of the put option because the Fund, as a holder of the
option, may sell the underlying security at the exercise price regardless of any
decline in its market price. In order for a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs that the Fund must
pay. These costs will reduce any profit the Fund might have realized had it
sold the underlying security instead of buying the put option.

A Fund may purchase call options to hedge against an increase in the price
of securities that the Fund wants ultimately to buy. Such hedge protection is
provided during the life of the call option since the Fund, as holder of the
call option, is able to buy the underlying security at the exercise price
regardless of any increase in the underlying security's market price. In order
for a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs. These costs will reduce any profit the Fund might have
realized had it bought the underlying security at the time it purchased the call
option.

A Fund may also purchase put and call options to attempt to enhance its
current return.

OPTIONS ON FOREIGN SECURITIES. A Fund may purchase and sell options on
foreign securities if Robertson Stephens Investment Management believes that the
investment characteristics of such options, including the risks of investing in
such options, are consistent with the Fund's investment objective. It is
expected that risks related to such options will not differ materially from
risks related to options on U.S. securities. However, position limits and other
rules of foreign exchanges may differ from those in the U.S. In addition,
options markets in some countries, many of which are relatively new, may be less
liquid than comparable markets in the U.S.

RISKS INVOLVED IN THE SALE OF OPTIONS. Options transactions involve
certain risks, including the risks that Robertson Stephens Investment Management
will not forecast interest rate or market movements correctly, that a Fund may
be unable at times to close out such positions, or that hedging transactions may
not accomplish their purpose because of imperfect market correlations. The
successful use of these strategies depends on the ability of Robertson Stephens
Investment Management to forecast market and interest rate movements correctly.

An exchange-listed option may be closed out only on an exchange which
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. If no secondary market were to
exist, it would be impossible to enter into a closing transaction to close out
an option position. As a result, a Fund may be forced to continue to hold, or
to purchase at a fixed price, a security on which it has sold an option at a
time when Robertson Stephens Investment Management believes it is inadvisable to
do so.

Higher than anticipated trading activity or order flow or other unforeseen
events might cause The Options Clearing Corporation or an exchange to institute
special trading procedures or restrictions that might restrict a Fund's use of
options. The exchanges have established limitations on the maximum number of
calls and puts of each class that may be held or written by an investor or group
of investors acting in concert. It is possible that the Trust and other clients
of Robertson Stephens Investment Management may be considered such a group.
These position limits may restrict the Funds' ability to purchase or sell
options on particular securities.

Options which are not traded on national securities exchanges may be closed
out only with the other party to the option transaction. For that reason, it
may be more difficult to close out unlisted options than listed options.
Furthermore, unlisted options are not subject to the protection afforded
purchasers of listed options by The Options Clearing Corporation.

B-4
<PAGE>

Government regulations, particularly the requirements for qualification as
a "regulated investment company" under the Internal Revenue Code, may also
restrict the Funds' use of options.

SPECIAL EXPIRATION PRICE OPTIONS

Certain of the Funds may purchase over-the-counter ("OTC") puts and calls
with respect to specified securities ("special expiration price options")
pursuant to which the Funds in effect may create a custom index relating to a
particular industry or sector that Robertson Stephens Investment Management
believes will increase or decrease in value generally as a group. In exchange
for a premium, the counterparty, whose performance is guaranteed by a broker-
dealer, agrees to purchase (or sell) a specified number of shares of a
particular stock at a specified price and further agrees to cancel the option at
a specified price that decreases straight line over the term of the option.
Thus, the value of the special expiration price option is comprised of the
market value of the applicable underlying security relative to the option
exercise price and the value of the remaining premium. However, if the value of
the underlying security increases (or decreases) by a prenegotiated amount, the
special expiration price option is canceled and becomes worthless. A portion of
the dividends during the term of the option are applied to reduce the exercise
price if the options are exercised. Brokerage commissions and other transaction
costs will reduce these Funds' profits if the special expiration price options
are exercised. A Fund will not purchase special expiration price options with
respect to more than 25% of the value of its net assets, and will limit premiums
paid for such options in accordance with state securities laws.

LEAPS AND BOUNDS

The Value + Growth Fund may purchase certain long-term exchange-traded
equity options called Long-Term Equity Anticipation Securities ("LEAPs") and
Buy-Right Options Unitary Derivatives ("BOUNDs"). LEAPs provide a holder the
opportunity to participate in the underlying securities' appreciation in excess
of a fixed dollar amount. BOUNDs provide a holder the opportunity to retain
dividends on the underlying security while potentially participating in the
underlying securities' capital appreciation up to a fixed dollar amount. The
Value + Growth Fund will not purchase these options with respect to more than
25% of the value of its net assets.

LEAPs are long-term call options that allow holders the opportunity to
participate in the underlying securities' appreciation in excess of a specified
strike price, without receiving payments equivalent to any cash dividends
declared on the underlying securities. A LEAP holder will be entitled to
receive a specified number of shares of the underlying stock upon payment of the
exercise price, and therefore the LEAP will be exercisable at any time the price
of the underlying stock is above the strike price. However, if at expiration
the price of the underlying stock is at or below the strike price, the LEAP will
expire worthless.

BOUNDs are long-term options which are expected to have the same economic
characteristics as covered call options, with the added benefits that BOUNDs can
be traded in a single transaction and are not subject to early exercise.
Covered call writing is a strategy by which an investor sells a call option
while simultaneously owning the number of shares of the stock underlying the
call. BOUND holders are able to participate in a stock's price appreciation up
to but not exceeding a specified strike price while receiving payments
equivalent to any cash dividends declared on the underlying stock. At
expiration, a BOUND holder will receive a specified number of shares of the
underlying stock for each BOUND held if, on the last day of trading, the
underlying stock closes at or below the strike price. However, if at expiration
the underlying stock closes above the strike price, the BOUND holder will
receive a payment equal to a multiple of the BOUND's strike price for each BOUND
held. The terms of a BOUND are not adjusted because of cash distributions to
the shareholders of the underlying security. BOUNDs are subject to the position
limits for equity options imposed by the exchanges on which they are traded.

The settlement mechanism for BOUNDs operates in conjunction with that of
the corresponding LEAPs. For example, if at expiration the underlying stock
closes at or below the strike price, the LEAP will expire worthless, and the
holder of a corresponding BOUND will receive a specified number of shares of
stock from the writer of the BOUND. If, on the other hand, the LEAP is "in the
money" at expiration, the holder of the LEAP is entitled to receive a specified
number of shares of the underlying stock from the LEAP writer upon payment of
the strike price, and the holder of a BOUND on such stock is entitled to the
cash equivalent of a multiple of the strike price from the writer of the BOUND.
An investor holding both a LEAP and a corresponding BOUND, where the underlying
stock closes above the strike price at expiration, would be entitled to receive
a multiple of the strike

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price from the writer of the BOUND and, upon exercise of the LEAP, would be
obligated to pay the same amount to receive shares of the underlying stock.
LEAPs are American-style options (exercisable at any time prior to expiration),
whereas BOUNDs are European-style options (exercisable only on the expiration
date).

FUTURES CONTRACTS

INDEX FUTURES CONTRACTS AND OPTIONS. A Fund may buy and sell stock index
futures contracts and related options for hedging purposes or to attempt to
increase investment return. A stock index futures contract is a contract to buy
or sell units of a stock index at a specified future date at a price agreed upon
when the contract is made. A unit is the current value of the stock index.

The following example illustrates generally the manner in which index
futures contracts operate. The Standard & Poor's 100 Stock Index (the "S&P 100
Index") is composed of 100 selected common stocks, most of which are listed on
the New York Stock Exchange. The S&P 100 Index assigns relative weightings to
the common stocks included in the Index, and the Index fluctuates with changes
in the market values of those common stocks. In the case of the S&P 100 Index,
contracts are to buy or sell 100 units. Thus, if the value of the S&P 100 Index
were $180, one contract would be worth $18,000 (100 units x $180). The stock
index futures contract specifies that no delivery of the actual stocks making up
the index will take place. Instead, settlement in cash must occur upon the
termination of the contract, with the settlement being the difference between
the contract price and the actual level of the stock index at the expiration of
the contract. For example, if a Fund enters into a futures contract to buy 100
units of the S&P 100 Index at a specified future date at a contract price of
$180 and the S&P 100 Index is at $184 on that future date, the Fund will gain
$400 (100 units x gain of $4). If the Fund enters into a futures contract to
sell 100 units of the stock index at a specified future date at a contract price
of $180 and the S&P 100 Index is at $182 on that future date, the Fund will lose
$200 (100 units x loss of $2).

Positions in index futures may be closed out only on an exchange or board
of trade which provides a secondary market for such futures.

In order to hedge its investments successfully using futures contracts and
related options, a Fund must invest in futures contracts with respect to indexes
or sub-indexes the movements of which will, in its judgment, have a significant
correlation with movements in the prices of the Fund's securities.

Options on index futures contracts give the purchaser the right, in return
for the premium paid, to assume a position in an index futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the period of the option. Upon
exercise of the option, the holder would assume the underlying futures position
and would receive a variation margin payment of cash or securities approximating
the increase in the value of the holder's option position. If an option is
exercised on the last trading day prior to the expiration date of the option,
the settlement will be made entirely in cash based on the difference between the
exercise price of the option and the closing level of the index on which the
futures contract is based on the expiration date. Purchasers of options who
fail to exercise their options prior to the exercise date suffer a loss of the
premium paid.

As an alternative to purchasing and selling call and put options on index
futures contracts, each of the Funds which may purchase and sell index futures
contracts may purchase and sell call and put options on the underlying indexes
themselves to the extent that such options are traded on national securities
exchanges. Index options are similar to options on individual securities in
that the purchaser of an index option acquires the right to buy (in the case of
a call) or sell (in the case of a put), and the writer undertakes the obligation
to sell or buy (as the case may be), units of an index at a stated exercise
price during the term of the option. Instead of giving the right to take or
make actual delivery of securities, the holder of an index option has the right
to receive a cash "exercise settlement amount." This amount is equal to the
amount by which the fixed exercise price of the option exceeds (in the case of a
put) or is less than (in the case of a call) the closing value of the underlying
index on the date of the exercise, multiplied by a fixed "index multiplier."

A Fund may purchase or sell options on stock indices in order to close out
its outstanding positions in options on stock indices which it has purchased. A
Fund may also allow such options to expire unexercised.

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Compared to the purchase or sale of futures contracts, the purchase of call
or put options on an index involves less potential risk to a Fund because the
maximum amount at risk is the premium paid for the options plus transactions
costs. The writing of a put or call option on an index involves risks similar
to those risks relating to the purchase or sale of index futures contracts.

MARGIN PAYMENTS. When a Fund purchases or sells a futures contract, it is
required to deposit with its custodian an amount of cash, U.S. Treasury bills,
or other permissible collateral equal to a small percentage of the amount of the
futures contract. This amount is known as "initial margin." The nature of
initial margin is different from that of margin in security transactions in that
it does not involve borrowing money to finance transactions. Rather, initial
margin is similar to a performance bond or good faith deposit that is returned
to a Fund upon termination of the contract, assuming the Fund satisfies its
contractual obligations.

Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market." These payments are called "variation
margin" and are made as the value of the underlying futures contract fluctuates.
For example, when a Fund sells a futures contract and the price of the
underlying index rises above the delivery price, the Fund's position declines in
value. The Fund then pays the broker a variation margin payment equal to the
difference between the delivery price of the futures contract and the value of
the index underlying the futures contract. Conversely, if the price of the
underlying index falls below the delivery price of the contract, the Fund's
futures position increases in value. The broker then must make a variation
margin payment equal to the difference between the delivery price of the futures
contract and the value of the index underlying the futures contract.

When a Fund terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Fund, and the Fund realizes a loss or a gain. Such closing transactions involve
additional commission costs.

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

LIQUIDITY RISKS. Positions in futures contracts may be closed out only on
an exchange or board of trade which provides a secondary market for such
futures. Although the Funds intend to purchase or sell futures only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract or at any particular time.
If there is not a liquid secondary market at a particular time, it may not be
possible to close a futures position at such time and, in the event of adverse
price movements, a Fund would continue to be required to make daily cash
payments of variation margin. However, in the event financial futures are used
to hedge portfolio securities, such securities will not generally be sold until
the financial futures can be terminated. In such circumstances, an increase in
the price of the portfolio securities, if any, may partially or completely
offset losses on the financial futures.

The ability to establish and close out positions in options on futures
contracts will be subject to the development and maintenance of a liquid
secondary market. It is not certain that such a market will develop. Although
a Fund generally will purchase only those options for which there appears to be
an active secondary market, there is no assurance that a liquid secondary market
on an exchange will exist for any particular option or at any particular time.
In the event no such market exists for particular options, it might not be
possible to effect closing transactions in such options, with the result that a
Fund would have to exercise the options in order to realize any profit.

HEDGING RISKS. There are several risks in connection with the use by a
Fund of futures contracts and related options as a hedging device. One risk
arises because of the imperfect correlation between movements in the prices of
the futures contracts and options and movements in the underlying securities or
index or movements in the prices of a Fund's securities which are the subject of
a hedge. Robertson Stephens Investment Management will, however, attempt to
reduce this risk by purchasing and selling, to the extent possible, futures
contracts and related options on securities and indexes the movements of which
will, in its judgment, correlate closely with movements in the prices of the
underlying securities or index and the Fund's portfolio securities sought to be
hedged.

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Successful use of futures contracts and options by a Fund for hedging
purposes is also subject to Robertson Stephens Investment Management's ability
to predict correctly movements in the direction of the market. It is possible
that, where a Fund has purchased puts on futures contracts to hedge its
portfolio against a decline in the market, the securities or index on which the
puts are purchased may increase in value and the value of securities held in the
portfolio may decline. If this occurred, the Fund would lose money on the puts
and also experience a decline in value in its portfolio securities. In
addition, the prices of futures, for a number of reasons, may not correlate
perfectly with movements in the underlying securities or index due to certain
market distortions. First, all participants in the futures market are subject
to margin deposit requirements. Such requirements may cause investors to close
futures contracts through offsetting transactions which could distort the normal
relationship between the underlying security or index and futures markets.
Second, the margin requirements in the futures markets are less onerous than
margin requirements in the securities markets in general, and as a result the
futures markets may attract more speculators than the securities markets do.
Increased participation by speculators in the futures markets may also cause
temporary price distortions. Due to the possibility of price distortion, even a
correct forecast of general market trends by Robertson Stephens Investment
Management still may not result in a successful hedging transaction over a very
short time period.

OTHER RISKS. Funds will incur brokerage fees in connection with their
futures and options transactions. In addition, while futures contracts and
options on futures will be purchased and sold to reduce certain risks, those
transactions themselves entail certain other risks. Thus, while a Fund may
benefit from the use of futures and related options, unanticipated changes in
interest rates or stock price movements may result in a poorer overall
performance for the Fund than if it had not entered into any futures contracts
or options transactions. Moreover, in the event of an imperfect correlation
between the futures position and the portfolio position which is intended to be
protected, the desired protection may not be obtained and the Fund may be
exposed to risk of loss.

INDEXED SECURITIES

Certain of the Funds may purchase securities whose prices are indexed to
the prices of other securities, securities indices, currencies, precious metals,
or other commodities, or other financial indicators. Indexed securities
typically, but not always, are debt securities or deposits whose value at
maturity or coupon rate is determined by reference to a specific instrument or
statistic. Gold-indexed securities, for example, typically provide for a
maturity value that depends on the price of gold, resulting in a security whose
price tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values of
one or more specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting in a
security whose price characteristics are similar to a put option on the
underlying currency. Currency-indexed securities also may have prices that
depend on the values of a number of different foreign currencies relative to
each other.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, commodity or other instrument to which
they are indexed, and also may be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the credit
risks associated with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates. Recent issuers of
indexed securities have included banks, corporations, and certain U.S.
Government agencies.

REPURCHASE AGREEMENTS

A Fund may enter into repurchase agreements. A repurchase agreement is a
contract under which the Fund acquires a security for a relatively short period
(usually not more than one week) subject to the obligation of the seller to
repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). It is the Trust's present
intention to enter into repurchase agreements only with member banks of the
Federal Reserve System and securities dealers meeting certain criteria as to
creditworthiness and financial condition established by the Trustees of the
Trust and only with respect to obligations of the U.S. Government or its
agencies or instrumentalities or other high-quality, short-term debt
obligations. Repurchase agreements may also be viewed as loans made by a Fund
which are collateralized by the securities subject to repurchase. Robertson
Stephens Investment Management will monitor such transactions to ensure that the
value of the underlying securities will be at least equal at all times to the
total amount of the repurchase obligation, including

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the interest factor. If the seller defaults, a Fund could realize a loss on the
sale of the underlying security to the extent that the proceeds of sale
including accrued interest are less than the resale price provided in the
agreement including interest. In addition, if the seller should be involved in
bankruptcy or insolvency proceedings, a Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor and required to return the
underlying collateral to the seller's estate.

LEVERAGE

Leveraging a Fund creates an opportunity for increased net income but, at
the same time, creates special risk considerations. For example, leveraging may
exaggerate changes in the net asset value of a Fund's shares and in the yield on
a Fund's portfolio. Although the principal of such borrowings will be fixed, a
Fund's assets may change in value during the time the borrowing is outstanding.
Since any decline in value of a Fund's investments will be borne entirely by the
Fund's shareholders (and not by those persons providing the leverage to the
Fund), the effect of leverage in a declining market would be a greater decrease
in net asset value than if the Fund were not so leveraged. Leveraging will
create interest expenses for a Fund, which can exceed the investment return from
the borrowed funds. To the extent the investment return derived from securities
purchased with borrowed funds exceeds the interest a Fund will have to pay, the
Fund's investment return will be greater than if leveraging were not used.
Conversely, if the investment return from the assets retained with borrowed
funds is not sufficient to cover the cost of leveraging, the investment return
of the Fund will be less than if leveraging were not used.

REVERSE REPURCHASE AGREEMENTS

In connection with its leveraging activities, a Fund may enter into reverse
repurchase agreements, in which the Fund sells securities and agrees to
repurchase them at a mutually agreed date and price. A reverse repurchase
agreement may be viewed as a borrowing by the Fund, secured by the security
which is the subject of the agreement. In addition to the general risks
involved in leveraging, reverse repurchase agreements involve the risk that, in
the event of the bankruptcy or insolvency of the Fund's counterparty, the Fund
would be unable to recover the security which is the subject of the agreement,
that the amount of cash or other property transferred by the counterparty to the
Fund under the agreement prior to such insolvency or bankruptcy is less than the
value of the security subject to the agreement, or that the Fund may be delayed
or prevented, due to such insolvency or bankruptcy, from using such cash or
property or may be required to return it to the counterparty or its trustee or
receiver.

SECURITIES LENDING

A Fund may lend its portfolio securities, provided: (1) the loan is
secured continuously by collateral consisting of U.S. Government securities,
cash, or cash equivalents adjusted daily to have market value at least equal to
the current market value of the securities loaned; (2) the Fund may at any time
call the loan and regain the securities loaned; (3) a Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities of any Fund loaned will not at any time exceed one-
third (or such other limit as the Trustees may establish) of the total assets of
the Fund. In addition, it is anticipated that a Fund may share with the
borrower some of the income received on the collateral for the loan or that it
will be paid a premium for the loan.

Before a Fund enters into a loan, Robertson Stephens Investment Management
considers all relevant facts and circumstances, including the creditworthiness
of the borrower. The risks in lending portfolio securities, as with other
extensions of credit, consist of possible delay in recovery of the securities or
possible loss of rights in the collateral should the borrower fail financially.
Although voting rights or rights to consent with respect to the loaned
securities pass to the borrower, a Fund retains the right to call the loans at
any time on reasonable notice, and it will do so in order that the securities
may be voted by a Fund if the holders of such securities are asked to vote upon
or consent to matters materially affecting the investment. A Fund will not lend
portfolio securities to borrowers affiliated with the Fund.

SHORT SALES

Certain of the Funds may seek to hedge investments or realize additional
gains through short sales. Short sales are transactions in which a Fund sells a
security it does not own, in anticipation of a decline in the market

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value of that security. To complete such a transaction, a Fund must borrow the
security to make delivery to the buyer. A Fund then is obligated to replace the
security borrowed by purchasing it at the market price at or prior to the time
of replacement. The price at such time may be more or less than the price at
which the security was sold by a Fund. Until the security is replaced, a Fund
is required to repay the lender any dividends or interest that accrue during the
period of the loan. To borrow the security, a Fund also may be required to pay
a premium, which would increase the cost of the security sold. The net proceeds
of the short sale will be retained by the broker (or by the Fund's custodian in
a special custody account), to the extent necessary to meet margin requirements,
until the short position is closed out. A Fund also will incur transaction
costs in effecting short sales.

A Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which a
Fund replaces the borrowed security. A Fund will realize a gain if the security
declines in price between those dates. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of the premium,
dividends, interest or expenses a Fund may be required to pay in connection with
a short sale. An increase in the value of a security sold short by a Fund over
the price at which it was sold short will result in a loss to the Fund, and
there can be no assurance that a Fund will be able to close out the position at
any particular time or at an acceptable price.

FOREIGN INVESTMENTS

Investments in foreign securities may involve considerations different from
investments in domestic securities due to limited publicly available
information, non-uniform accounting standards, lower trading volume and possible
consequent illiquidity, greater volatility in price, the possible imposition of
withholding or confiscatory taxes, the possible adoption of foreign governmental
restrictions affecting the payment of principal and interest, expropriation of
assets, nationalization, or other adverse political or economic developments.
Foreign companies may not be subject to auditing and financial reporting
standards and requirements comparable to those which apply to U.S. companies.
Foreign brokerage commissions and other fees are generally higher than in the
United States. It may be more difficult to obtain and enforce a judgment
against a foreign issuer.

In addition, to the extent that a Fund's foreign investments are not U.S.
dollar-denominated, the Fund may be affected favorably or unfavorably by changes
in currency exchange rates or exchange control regulations and may incur costs
in connection with conversion between currencies.

DEVELOPING COUNTRIES. The considerations noted above for foreign
investments generally are intensified for investments in developing countries.
These risks include (i) volatile social, political and economic conditions; (ii)
the small current size of the markets for such securities and the currently low
or nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) the existence of national policies which may
restrict a Fund's investment opportunities, including restrictions on investment
in issuers or industries deemed sensitive to national interests; (iv) foreign
taxation; (v) the absence of developed structures governing private or foreign
investment or allowing for judicial redress for injury to private property; (vi)
the absence, until recently in certain developing countries, of a capital market
structure or market-oriented economy; (vii) economies based on only a few
industries; and (viii) the possibility that recent favorable economic
developments in certain developing countries may be slowed or reversed by
unanticipated political or social events in such countries.

FOREIGN CURRENCY TRANSACTIONS

A Fund may engage in currency exchange transactions to protect against
uncertainty in the level of future foreign currency exchange rates and to
increase current return. A Fund may engage in both "transaction hedging" and
"position hedging."

When it engages in transaction hedging, a Fund enters into foreign currency
transactions with respect to specific receivables or payables of the Fund
generally arising in connection with the purchase or sale of its portfolio
securities. A Fund will engage in transaction hedging when it desires to "lock
in" the U.S. dollar price of a security it has agreed to purchase or sell, or
the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging, a Fund will attempt to protect against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the applicable foreign currency during the

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period between the date on which the security is purchased or sold or on which
the dividend or interest payment is declared, and the date on which such
payments are made or received.

A Fund may purchase or sell a foreign currency on a spot (I.E., cash) basis
at the prevailing spot rate in connection with transaction hedging. A Fund may
also enter into contracts to purchase or sell foreign currencies at a future
date ("forward contracts") and purchase and sell foreign currency futures
contracts.

For transaction hedging purposes, a Fund may also purchase exchange-listed
and over-the-counter call and put options on foreign currency futures contracts
and on foreign currencies. A put option on a futures contract gives a Fund the
right to assume a short position in the futures contract until expiration of the
option. A put option on currency gives a Fund the right to sell a currency at a
specified exercise price until the expiration of the option. A call option on a
futures contract gives a Fund the right to assume a long position in the futures
contract until the expiration of the option. A call option on currency gives a
Fund the right to purchase a currency at the exercise price until the expiration
of the option. A Fund will 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 are satisfactory and the participants are responsible parties likely
to meet their contractual obligations.

When it engages in position hedging, a Fund enters into foreign currency
exchange transactions to protect against a decline in the values of the foreign
currencies in which securities held by the Fund are denominated or are quoted in
their principle trading markets or an increase in the value of currency for
securities which the Fund expects to purchase. In connection with position
hedging, a Fund may purchase put or call options on foreign currency and foreign
currency futures contracts and buy or sell forward contracts and foreign
currency futures contracts. A Fund may also purchase or sell foreign currency
on a spot basis.

The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the values of
those securities between the dates the currency exchange transactions are
entered into and the dates they mature.

It is impossible to forecast with precision the market value of a Fund's
portfolio securities at the expiration or maturity of a forward or futures
contract. Accordingly, it may be necessary for a Fund to purchase additional
foreign currency on the spot market (and bear the expense of such purchase) if
the market value of the security or securities being hedged is less than the
amount of foreign currency a Fund is obligated to deliver and if a decision is
made to sell the security or securities and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some of
the foreign currency received upon the sale of the portfolio security or
securities of a Fund if the market value of such security or securities exceeds
the amount of foreign currency the Fund is obligated to deliver.

To offset some of the costs to a Fund of hedging against fluctuations in
currency exchange rates, the Fund may write covered call options on those
currencies.

Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which a Fund owns or intends to purchase or
sell. They simply establish a rate of exchange which one can achieve at some
future point in time. Additionally, although these techniques tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they tend
to limit any potential gain which might result from the increase in the value of
such currency.

A Fund may also seek to increase its current return by purchasing and
selling foreign currency on a spot basis, by purchasing and selling options on
foreign currencies and on foreign currency futures contracts, and by purchasing
and selling foreign currency forward contracts.

CURRENCY FORWARD AND FUTURES CONTRACTS. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days from the date of the
contract as agreed by the parties, at a price set at the time of the contract.
In the case of a cancelable forward contract, the holder has the unilateral
right to cancel the contract at maturity by paying a specified fee. The
contracts are traded in the interbank market conducted directly between currency
traders

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(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. A foreign currency futures contract is a standardized
contract for the future delivery of a specified amount of a foreign currency at
a future date at a price set at the time of the contract. Foreign currency
futures contracts traded in the United States are designed by and traded on
exchanges regulated by the Commodity Futures Trading Commission (the "CFTC"),
such as the New York Mercantile Exchange.

Forward foreign currency exchange contracts differ from foreign currency
futures contracts in certain respects. For example, the maturity date of a
forward contract may be any fixed number of days from the date of the contract
agreed upon by the parties, rather than a predetermined date in a given month.
Forward contracts may be in any amounts agreed upon by the parties rather than
predetermined amounts. Also, forward foreign exchange contracts are traded
directly between currency traders so that no intermediary is required. A
forward contract generally requires no margin or other deposit.

At the maturity of a forward or futures contract, a Fund may either accept
or make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing transactions with respect to futures contracts are effected
on a commodities exchange; a clearing corporation associated with the exchange
assumes responsibility for closing out such contracts.

Positions in foreign currency futures contracts and related options may be
closed out only on an exchange or board of trade which provides a secondary
market in such contracts or options. Although a Fund will normally purchase or
sell foreign currency futures contracts and related options only on exchanges or
boards of trade where there appears to be an active secondary market, there is
no assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or option or at any particular time. In such event,
it may not be possible to close a futures or related option position and, in the
event of adverse price movements, a Fund would continue to be required to make
daily cash payments of variation margin on its futures positions.

FOREIGN CURRENCY OPTIONS. Options on foreign currencies operate similarly
to options on securities, and are traded primarily in the over-the-counter
market, although options on foreign currencies have recently been listed on
several exchanges. Such options will be purchased or written only when
Robertson Stephens Investment Management believes that a liquid secondary market
exists for such options. There can be no assurance that a liquid secondary
market will exist for a particular option at any specific time. Options on
foreign currencies are affected by all of those factors which influence exchange
rates and investments generally.

The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

There is no systematic reporting of last-sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the U.S. options
markets.

FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they buy and sell various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at
one rate, while offering a lesser rate of exchange should a Fund desire to
resell that currency to the dealer.

PRECIOUS METALS

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The value of the investments of certain Funds may be affected by changes in
the price of gold and other precious metals. Gold has been subject to
substantial price fluctuations over short periods of time and may be affected by
unpredictable international monetary and other governmental policies, such as
currency devaluations or revaluations; economic and social conditions within a
country; trade imbalances; or trade or currency restrictions between countries.
Because much of the world's known gold reserves are located in South Africa,
political and social conditions there may pose special risks to investments in
gold. For instance, social upheaval and related economic difficulties in South
Africa could cause a decrease in the share values of South African issuers.
Many institutions have rescinded policies that preclude investments in companies
doing business in South Africa. In July 1991, the United States lifted the
prohibition on new U.S. investment in South Africa, including the purchase of
newly-issued securities of South African companies.

In addition to its investments in securities, a Fund may, as described from
time to time in the Prospectus, invest a portion of its assets in precious
metals, such as gold, silver, platinum, and palladium, and precious metal
options and futures. The prices of precious metals are affected by broad
economic and political conditions, but are less subject to local and company-
specific factors than securities of individual companies. As a result, precious
metals and precious metal options and futures may be more or less volatile in
price than securities of companies engaged in precious metals-related
businesses. Precious metals may be purchased in any form, including bullion and
coins, provided that Robertson Stephens Investment Management intends to
purchase only those forms of precious metals that are readily marketable and
that can be stored in accordance with custody regulations applicable to mutual
funds. A Fund may incur higher custody and transaction costs for precious
metals than for securities. Also, precious metals investments do not pay
income.

Under current federal income tax law, gains from selling precious metals
(and certain other assets) may not exceed 10% of a Fund's annual gross income.
This tax requirement could a Fund to hold or sell precious metals, securities,
options, or futures when it would not otherwise do so.

ZERO-COUPON DEBT SECURITIES AND PAY-IN-KIND SECURITIES

Zero-coupon securities in which a Fund may invest are debt obligations
which are generally issued at a discount and payable in full at maturity, and
which do not provide for current payments of interest prior to maturity. Zero-
coupon securities usually trade at a deep discount from their face or par value
and are subject to greater market value fluctuations from changing interest
rates than debt obligations of comparable maturities which make current
distributions of interest. As a result, the net asset value of shares of a Fund
investing in zero-coupon securities may fluctuate over a greater range than
shares of other mutual funds investing in securities making current
distributions of interest and having similar maturities.

When debt obligations have been stripped of their unmatured interest
coupons by the holder, the stripped coupons are sold separately. The principal
or corpus is sold at a deep discount because the buyer receives only the right
to receive a future fixed payment on the security and does not receive any
rights to periodic cash interest payments. Once stripped or separated, the
corpus and coupons may be sold separately. Typically, the coupons are sold
separately or grouped with other coupons with like maturity dates and sold in
such bundled form. Purchasers of stripped obligations acquire, in effect,
discount obligations that are economically identical to the zero-coupon
securities issued directly by the obligor.

Zero-coupon securities allow an issuer to avoid the need to generate cash
to meet current interest payments. Even though zero-coupon securities do not
pay current interest in cash, a Fund is nonetheless required to accrue interest
income on them and to distribute the amount of that interest at least annually
to shareholders. Thus, a Fund could be required at times to liquidate other
investments in order to satisfy its distribution requirement.

A Fund also may purchase pay-in-kind securities. Pay-in-kind securities
pay all or a portion of their interest or dividends in the form of additional
securities.

THE FUNDS' INVESTMENT LIMITATIONS

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The Trust has adopted the following fundamental investment restrictions
which (except to the extent they are designated as nonfundamental as to any
Fund) may not be changed without the affirmative vote of a majority of the
outstanding voting securities of the affected Fund.

THE CONTRARIAN FUND-TM-, THE DEVELOPING COUNTRIES FUND, THE EMERGING GROWTH
FUND AND THE VALUE + GROWTH FUND.

A Fund may not:

1. purchase or sell commodities or commodity contracts, or interests in
oil, gas, or other mineral leases, or other mineral exploration or
development programs, although it may invest in companies that engage
in such businesses to the extent otherwise permitted by a Fund's
investment policies and restrictions and by applicable law, except as
required in connection with otherwise permissible options, futures and
commodity activities as described elsewhere in the Prospectus and this
Statement;

2. purchase or sell real estate, although it may invest in securities
secured by real estate or real estate interests, or issued by
companies, including real estate investment trusts, that invest in
real estate or real estate interests;

3. make short sales or purchases on margin, although it may obtain short-
term credit necessary for the clearance of purchases and sales of its
portfolio securities and except as required in connection with
permissible options, futures, short selling and leverage activities as
described elsewhere in the Prospectus and this Statement;

4. (a) for the Contrarian Fund-TM- and the Developing Countries Fund
only: with respect to 50% of its total assets, invest in the
securities of any one issuer (other than the U.S. Government and its
agencies and instrumentalities), if immediately after and as a result
of such investment more than 5% of the total assets of the Fund would
be invested in such issuer (the remaining 50% of its total assets may
be invested without restriction except to the extent other investment
restrictions may be applicable);

(b) for the Emerging Growth Fund and Value + Growth Fund only: with
respect to 75% of its total assets, invest in the securities of any
one issuer (other than the U.S. Government and its agencies and
instrumentalities), if immediately after and as a result of such
investment more than 5% of the total assets of the Fund would be
invested in such issuer (the remaining 25% of its total assets may be
invested without restriction except to the extent other investment
restrictions may be applicable);

5. mortgage, hypothecate, or pledge any of its assets as security for any
of its obligations, except as required for otherwise permissible
borrowings (including reverse repurchase agreements), short sales,
financial options and other hedging activities;

6. make loans of the Fund's assets, including loans of securities
(although it may, subject to the other restrictions or policies stated
herein, purchase debt securities or enter into repurchase agreements
with banks or other institutions to the extent a repurchase agreement
is deemed to be a loan), except that the Contrarian Fund-TM- and
Developing Countries Fund each may lend up to one-third of its total
assets to other parties;

7. borrow money, except from banks for temporary or emergency purposes or
in connection with otherwise permissible leverage activities, and then
only in an amount not in excess of (a) one-third of the value of the
Contrarian Fund's-TM- or Developing Countries Fund's total assets, or
(b) 5% of the Emerging Growth Fund's or Value + Growth Fund's total
assets (in any case as determined at the lesser of acquisition cost or
current market value and excluding collateralized reverse repurchase
agreements);

8. underwrite securities of any other company, although it may invest in
companies that engage in such businesses if it does so in accordance
with policies established by the Trust's Board of Trustees (the

B-14
<PAGE>

Board's current policy permits a Fund to invest in companies that
directly or through subsidiaries execute portfolio transactions for a
Fund or have entered into selling agreements with the Distributor to
sell Fund shares, to the extent permitted by applicable law), and
except to the extent that the Fund may be considered an underwriter
within the meaning of the Securities Act of 1933, as amended, in the
disposition of restricted securities;

9. invest more than 25% of the value of the Fund's total assets in the
securities of companies engaged in any one industry (except securities
issued by the U.S. Government, its agencies and instrumentalities);

10. issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Fund from making any
otherwise permissible borrowings, mortgages or pledges, or entering
into permissible reverse repurchase agreements, and options and
futures transactions;

11. purchase the securities of any company for the purpose of exercising
management or control (Emerging Growth Fund only);

12. purchase more than 10% of the outstanding voting securities of any one
issuer (Emerging Growth Fund only);

13. (a) purchase the securities of any registered investment company,
except as part of a merger or similar reorganization transaction
(Emerging Growth Fund only);

(b) purchase the securities of other investment companies, except as
permitted by the 1940 Act or as part of a merger, consolidation,
acquisition of assets or similar reorganization transaction (Value +
Growth Fund only);

14. invest more than 5% of the value of its total assets in securities of
any issuer which has not had a record, together with its predecessors,
of at least three years of continuous operations (Emerging Growth Fund
only);

15. invest more than 10% of the value of its total assets in securities
that are not readily marketable or that would require registration
under the Securities Act of 1933, as amended, upon disposition (as a
matter of operating policy, the Fund interprets this restriction as
including venture capital investments such as venture capital
partnerships whose securities are not registered under the Securities
Act of 1933 and unregistered securities of companies which are not yet
publicly held; furthermore, and as an additional matter of operating
policy, the Board of Trustees has adopted a further restriction that
no more than 5% of the Fund's total assets may be held in such
restricted securities) (Emerging Growth Fund only).

ALL OTHER FUNDS.

As fundamental investment restrictions, which may not be changed with
respect to a Fund without approval by the holders of a majority of the
outstanding shares of that Fund, a Fund may not:

1. issue any class of securities which is senior to the Fund's shares of
beneficial interest, except that each of the Funds may borrow money to
the extent contemplated by Restriction 3 below;

2. purchase securities on margin (but a Fund may obtain such short-term
credits as may be necessary for the clearance of transactions) (Margin
payments or other arrangements in connection with transactions in
short sales, futures contracts, options, and other financial
instruments are not considered to constitute the purchase of
securities on margin for this purpose.);

3. borrow more than one-third of the value of its total assets less all
liabilities and indebtedness (other than such borrowings) not
represented by senior securities;

B-15
<PAGE>

4. act as underwriter of securities of other issuers except to the extent
that, in connection with the disposition of portfolio securities, it
may be deemed to be an underwriter under certain federal securities
laws;

5. (i) (as to 75% of the Diversified Growth Fund's, the Global Low-Priced
Stock Fund's, the Global Natural Resources Fund's, the Growth & Income
Fund's, the Information Age Fund's-TM-, and the MicroCap Growth
Fund's total assets and 50% of the Global Value Fund's and the
Partners Fund's total assets) purchase any security (other than
obligations of the U.S. Government, its agencies or instrumentalities)
if as a result more than 5% of the Fund's total assets (taken at
current value) would then be invested in securities of a single
issuer, or (ii) purchase any security if as a result 25% or more of
the Fund's total assets (taken at current value) would be invested in
a single industry, except that the Information Age Fund-TM- will
invest without limit in any one or more information technology
industries and the Global Natural Resources Fund will invest without
limit in any one or more natural resources industries, as described in
the Trust's Prospectus at the time;

6. (all Funds other than the Global Value Fund) invest in securities of
any issuer if any officer or Trustee of the Trust or any officer or
director of RSIM, L.P. or RSIM, Inc., as the case may be, owns more
than 1/2 of 1% of the outstanding securities of such issuer, and such
officers, Trustees and directors who own more than 1/2 of 1% own in
the aggregate more than 5% of the outstanding securities of such
issuer (This policy is non-fundamental as to the MicroCap Growth
Fund);

7. make loans, except by purchase of debt obligations or other financial
instruments in which the Fund may invest consistent with its
investment policies, by entering into repurchase agreements, or
through the lending of its portfolio securities;

8. purchase or sell commodities or commodity contracts, except that a
Fund may purchase or sell financial futures contracts, options on
financial futures contracts, and futures contracts, forward contracts,
and options with respect to foreign currencies, and may enter into
swap transactions or other financial transactions, and except as
required in connection with otherwise permissible options, futures,
and commodity activities as described elsewhere in the Prospectus or
this Statement at the time;

9. purchase or sell real estate or interests in real estate, including
real estate mortgage loans, although (i) it may purchase and sell
securities which are secured by real estate and securities of
companies, including limited partnership interests, that invest or
deal in real estate and it may purchase interests in real estate
investment trusts, and (ii) the Global Natural Resources Fund may
invest in any issuers in the natural resources industries, as
described in the Prospectus at the time. (For purposes of this
restriction, investments by a Fund in mortgage-backed securities and
other securities representing interests in mortgage pools shall not
constitute the purchase or sale of real estate or interests in real
estate or real estate mortgage loans.).

In addition, it is contrary to the current policy of each of the
Diversified Growth, Global Low-Priced Stock, Global Natural Resources, Global
Value, Growth & Income, Information Age-TM-, MicroCap Growth, and Partners
Funds, which policy may be changed without shareholder approval, to invest more
than 15% of its net assets in securities which are not readily marketable,
including securities restricted as to resale (other than securities restricted
as to resale but determined by the Trustees, or persons designated by the
Trustees to make such determinations, to be readily marketable).

All percentage limitations on investments will apply at the time of
investment and shall not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of such investment. Except
for the investment restrictions listed above as fundamental or to the extent
designated as such in a Prospectus, the other investment policies described in
this Statement or in the Prospectus are not fundamental and may be changed by
approval of the Trustees. As a matter of policy, the Trustees would not
materially change a Fund's investment objective without shareholder approval.

The Investment Company Act of 1940, as amended (the "1940 Act"), provides
that a "vote of a majority of the outstanding voting securities" of the Fund
means the affirmative vote of the lesser of (1) more than 50% of

B-16
<PAGE>

the outstanding shares of a Fund, or (2) 67% or more of the shares present at a
meeting if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy.

MANAGEMENT OF THE FUNDS

TRUSTEES AND OFFICERS

Set forth below is certain information about the Trust's trustees and
executive officers:

LEONARD B. AUERBACH, TRUSTEE
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Auerbach, 50, is the President and Chairman of the Board of Auerbach
Associates, Inc., a management consulting firm which he founded in
1979. Mr. Auerbach is also President of LBA&C, Inc., which served
until July 1997 as general partner of Tuttle & Company, which provides
mortgage pipeline interest rate hedging services and related software
to a variety of institutional clients. He also served until July 1997
as President of Tuttle & Auerbach Securities, Inc., an introducing
broker trading futures on behalf of institutional hedging clients and
individuals. He is also a Director of Roelof Mining, Inc. He was a
professor of Business Administration at St. Mary's College, Moraga,
California until June 1992. He is the co-founder, and served as the
Chairman until March 1986, of Intraview Systems Corporation, a
privately-held company whose assets were acquired by Worlds of Wonder,
Inc. Mr. Auerbach is a limited partner in Robertson Stephens
Residential Fund, L.P., RS Property Fund I, L.P., and Robertson
Stephens Commercial Property Fund, L.P., of which RSRF Company, L.L.C.,
RSRE II., L.L.C., and Robertson, Stephens & Company, Inc.,
respectively, affiliates of RSIM, L.P., and RSIM, Inc., are the general
partners. Mr. Auerbach has been a Trustee of the Trust since June 1987.

JOHN W. GLYNN, JR., TRUSTEE
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Glynn, 56, is the Principal and Chairman of the Board of Glynn
Capital Management, an investment management firm which he founded in
1983. Mr. Glynn is a Director of Neurex Corporation, and of Sterling
Payot Company, a private investment banking firm that advises executives
and companies on financial and strategic matters. He is also a
lecturer at the Darden School of Business at the University of Virginia
and at the Stanford Business School. Mr. Glynn was until June 1997 a
limited partner in The Orphan Fund, of which RSIM, L.P. is a general
partner. He has been a Trustee of the Trust since July 1, 1997.

TERRY R. OTTON, CHIEF FINANCIAL OFFICER
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Otton, 42, has served as Treasurer, Chief Financial Officer, and
Principal Accounting Officer of Robertson, Stephens & Company LLC (and
its predecessors) since January 1993, and has been a Managing Director
since January 1992. Prior to becoming Chief Financial Officer of
Robertson, Stephens & Company LLC, he served as Controller from January
1988 to December 1992. Mr. Otton is a Certified Public Accountant, and
prior to joining Robertson, Stephens & Company LLC in 1982, was employed
by Arthur Anderson.

JAMES K. PETERSON, TRUSTEE
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Peterson, 55, is a private consultant; he served as Director of the
IBM Retirement Funds from April 1988 until October 1996. Mr. Peterson
was a Manager of the IBM Retirement Funds from March 1981 until April
1988. Mr. Peterson has been a Trustee of the Trust since June 1987.

*ANDREW P. PILARA, JR., TRUSTEE, PRESIDENT, AND PRINCIPAL EXECUTIVE OFFICER
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104

- ----------------------------------------
* DENOTES A TRUSTEE WHO IS AN "INTERESTED PERSON," AS DEFINED IN THE 1940 ACT.

B-17
<PAGE>

Mr. Pilara, 56, has served as the Principal Executive Officer of the Trust
since October, 1997. Mr. Pilara has been responsible for managing the
Partners Fund since the Fund's inception in July 1995 and is responsible
for managing the Global Natural Resources and Global Value Funds. Since
August 1993 he has been a member of the Contrarian Fund-TM- management
team. Mr. Pilara has been involved in the securities business for over 25
years, with experience in portfolio management, research, trading, and
sales. Prior to joining Robertson, Stephens & Company Investment
Management, L.P., he was president of Pilara Associates, an investment
management firm he established in 1974. He holds a B.A. in economics from
St. Mary's College. Mr. Pilara has been a Trustee of the Trust since
September 1997.

DANA K. WELCH, SECRETARY
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Ms. Welch, 45, is a Managing Director of Robertson, Stephens & Company
LLC and has served as General Counsel of Robertson, Stephens & Company
LLC (and its predecessors) since June 1995. Prior to joining Robertson,
Stephens & Company LLC, Ms. Welch was Special Counsel at O'Melveny &
Myers, a Los Angeles based law firm. She has served as Secretary of the
Trust since August 1996.

Pursuant to the terms of the Advisory Agreements with the Funds, Robertson
Stephens Investment Management pays all compensation of officers of the Trust as
well as the fees and expenses of all Trustees of the Trust who are affiliated
persons of Robertson Stephens Investment Management. The Trust pays each
unaffiliated Trustee an annual fee of $5,000 per Fund and reimburses their
actual out-of-pocket expenses relating to attendance at meetings of the Board of
Trustees.

CONTROL PERSONS AND SHARE OWNERSHIP

Shareholders of record who owned on December 15, 1997 more than 5% of the
outstanding shares of any Fund were as follows:
Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
CONTRARIAN FUND-TM-

CLASS A SHARES
- --------------

Charles Schwab & Co., Inc. 11,780,525.917 31.30%
Reinvest Account
FBO Customers Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 3,580,542.273 9.51%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES
- --------------

John C. Morley, Trustee 122,985.25 34.04%
FBO John C. Morley Charitable
Remainder Unitrust DTD 1-4-95
Spieth Bell McCurdy/R Watson
925 Euclid Ave, Suite 2000
Cleveland, OH 44115-1407

DEVELOPING COUNTRIES FUND

CLASS A SHARES
- --------------

Charles Schwab & Co., Inc. 1,964,946.463 47.96%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 350,860.544 8.56%
Attn: Mutual Funds, 5th Floor
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

B-18
<PAGE>

Jupiter & Co. 239,694.566 5.85%
C/O Investors Bank & Trust
P.O. Box 1537
Boston, MA 02205-1537

CLASS C SHARES
- --------------

Donaldson Lufkin Jenrette 3,213.228 33.87%
Securities Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette 3,213.224 33.87%
Securities Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

First Trust Corp, Trustee 2,005.642 21.14%
FBO Premier Care Inc. 401K
Dr. Robert Pierron #727 383 0128
P.O. Box 5508
Denver, CO 80217-5508

Stratevest & Co. 1,004.789 10.59%
Pinehurst Capital Management
Mutual Fund Account
15 Harris Place
Brattleboro, VT 05301-2937

DIVERSIFIED GROWTH FUND

CLASS A SHARES
- --------------

Charles Schwab & Co., Inc. 2,385,643.562 41.62%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 725,014.254 12.65%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908 Church Street Station
New York, NY 10008-3908

Jupiter & Co. 325,260.581 5.68%
C/O Investors Bank & Trust
P.O. Box 1537
Boston, MA 02205-1537

CLASS C SHARES
- --------------

Dominic N. Ferrera & Rita A. Ferrera 7,350.701 28.09%
Trustees, DTD 09/01/79
Dominic N. Ferrera MD Pension Plan
Ross Park Professional Center
1 Ross Park Blvd.
Steubenville, OH 43952-2673

Donaldson Lufkin Jenrette 1,846.492 7.06%
Securites Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

Raymond James & Assoc. Inc. CSDN 1,559.02 5.96%
Ora L. Fisher IRA
5815 E. Inglewood St.
Mesa, AZ 85205-3526

EMERGING GROWTH FUND

CLASS A SHARES
- --------------

Charles Schwab & Co., Inc. 2,752,997.162 20.55%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 805,456.482 6.01%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908 Church Street Station
New York, NY 10008-3908

CLASS C SHARES
- --------------

First Trust Corp, Trustee 2,349.651 12.80%
FBO Premier Care Inc. 401K
Dr. Robert Pierron
P.O. Box 5508
Denver, CO 80217-5508

National Financial Services Corp. 1,559.311 8.49%
FEBO # 162-205672
FMT CO CUST IRA Rollover
FBO Jeffrey K. Dobbs
222 2nd St.
Merritt IS, FL 32953-3302

National Financial Services Corp. 1,276.956 6.95%
FEBO #136-174602
FMT CO CUST IRA
FBO Carol C. Magee
1210 Woodland Trail Dr.
Bowie, TX 76230-3400

GLOBAL LOW-PRICED STOCK FUND

CLASS A SHARES
- --------------

National Financial Services Corp. 115,047.630 8.58%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Charles Schwab & Co., Inc. 520,187.279 38.79%
Reinvest Account
Attn: Mutual Funds Department
101 Montgomery Street
San Francisco, CA 94101-4122

CLASS C SHARES
- --------------

Jeffrey H. Smythe 1,963.961 38.97%
16725 Shaker Blvd.
Shaker Heights, OH 44120-1628

Alfred G. Corrado 1,946.164 38.62%
24050 Commerce Park Drive
Cleveland, OH 44122

Wanda J. Zimmerman Trustee 728.633 14.46%
U/A 7/24/95
Wanda J. Zimmerman TR
156 Maywood
Rochester, MI 48307-1537

US Clearing Corp. 400.913 7.96%
FBO 155-98157-15
26 Broadway
New York, NY 10004-1798

GLOBAL NATURAL RESOURCES FUND

CLASS A SHARES
- --------------

National Financial Services Corp. 925,239.119 12.58%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Charles Schwab & Co., Inc. 3,713,837.021 50.48%
Reinvest Account
Attn: Mutual Funds Department
101 Montgomery Street
San Francisco, CA 94101-4122

B-19
<PAGE>

GLOBAL VALUE FUND

CLASS A SHARES
- --------------

Okabena Partnership F A 557,205.534 29.89%
Partnership
Attn: Bruce Lueck
5140 Norwest Center
90 S 7th St.
Minneapolis, MN 55402-3903

Charles Schwab & Co., Inc. 176,133.672 9.45%
Reinvest Account
Attn: Mutual Funds Department
101 Montgomery Street
San Francisco, CA 94101-4122

National Financial Services Corp. 159,884.986 8.58%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

G. Michael Hannon 109,575.000 5.88%
26 Grant Dr.
Avon, CT 06001-3209

GROWTH & INCOME FUND

CLASS A SHARES
- --------------

Charles Schwab & Co., Inc. 9,477,016.947 42.22%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 2,914,753.155 12.98%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

INFORMATION AGE FUND-TM-

CLASS A SHARES
- --------------

National Financial Services Corp. 1,694,222.912 16.80%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Charles Schwab & Co., Inc. 3,580,317.278 35.50%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

CLASS C SHARES
- --------------

National Financial Services Corp. 2,012.331 29.63%
FEBO #04J-600288
Gertrude C. Lundsford
365 Mountain Valley Dr.
Hendersonville, NC 28739-8727

BA Investment Services, Inc. 1,100.338 16.20%
FBO 426460181
185 Berry St.
3rd Floor #2640
San Francisco, Ca 94107-1729

Scott & Stringfellow Inc. 767.171 11.29%
FBO Diana M. Robinson IRA
C/O The Hummingbird Inn
PO Box 147
Goshen, VA 24439-0147

Scott & Stringfellow Inc. 383.584 5.65%
FBO IRA Cust. Jeremy Robinson
C/O The Hummingbird Inn
PO Box 147
Goshen, VA 24439-0147

MICRO CAP GROWTH FUND

CLASS A SHARES
- --------------

Charles Schwab & Co., Inc. 1,577,587.238 28.70%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 983,138.105 17.89%
FBO The Exclusive Benefit of
Our Clients
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES
- --------------

Dain Bosworth Inc. 15,556.938 15.95%
FBO William J. Hornbuckle &
Paula A. Hornbuckle, Trustees
Hornbuckle Family 1997 Trust
DTD 3/14/97
2326 Caserta
Henderson, Nevada 89014

National Financial Services Corp. 5,577.217 5.27%
FEBO # BHB-523704
NFSC/FMTC IRA
FBO John Falk
9202 Curtis Court
Upper Marlboro, MD 20772-5209

B-20
<PAGE>

PARTNERS FUND

CLASS A SHARES
- --------------
Charles Schwab & Co., Inc. 4,733,354.926 39.21%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 1,561,115.468 12.93%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES
- --------------

Robert G. Moulton, Trustee 3,581.894 5.87%
Robert G. Moulton DDS SC PSP
U/A 6-1-88
504 S Main
Jefferson, WI 53549-1736

National Financial Services Corp. 3,322.539 5.45%
FEBO #BHB-524077
NFSC/FMTC IRA Rollover
FBO Stephen A. Pierce
3909 S E Quanset Terrace
Stuart, FL 34997-5472

National Financial Services Corp. 3,322.539 5.45%
FEBO #BHB-523704
NFSC/FMTC IRA Rollover
FBO Stephen A. Pierce
3909 S E Quanset Terrace
Stuart, FL 34997-5472

National Financial Services Corp. 3,322.539 5.45%
FEBO #BHB-523305
NFSC/FMTC IRA
FBO Leonard A. Panzitta
612 Cypress Point Dr.
Severna Park, MD 20772-5209

VALUE + GROWTH FUND

CLASS A SHARES
- --------------

Charles Schwab & Co., Inc. 11,283,101.099 33.88%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 4,819,686.093 14.47%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES
- --------------

Resources Trust Company Tr 4,901.294 9.31%
FBO George Wittaker IRA
1235700644
DTD 8/23/97
P.O. Box 5900
Denver, CO 80217-5900

National Financial Services Corp. 3,944.51 7.49%
FEBO #279-054798
Robert Davis Trustee
Sarkes Tarzian Inc.
Employees Retirement & Inv. Plan
P.O. Box 62
Bloomington, IN 47402-0062

To the Funds' knowledge, there were no shareholders who owned beneficially
5% or more of a Fund's shares on December 15, 1997.

On December 15, 1997 the officers and Trustees of the Trust, as a group,
beneficially owned less than 1% of the outstanding shares of each Fund.

The Trust's Declaration of Trust and By-Laws provide that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, except if it is determined in the manner specified in
the Declaration of Trust and By-Laws that they have not acted in good faith in
the reasonable belief that their actions were in the best interests of the Trust
or that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his or her duties. The Trust,
at its expense, provides liability insurance for the benefit of its Trustees and
officers.

ROBERTSON STEPHENS INVESTMENT MANAGEMENT

Pursuant to Investment Advisory Agreements (the "Advisory Agreements"),
Robertson Stephens Investment Management determines the composition of the
Funds' portfolios, the nature and timing of the changes to the Funds'
portfolios, and the manner of implementing such changes. Robertson Stephens
Investment Management also (a) provides the Funds with investment advice,
research, and related services for the investment of their assets, subject to
such directions as it may receive from the Board of Trustees; (b) pays all of
the Trust's executive officers' salaries and executive expenses (if any); (c)
pays all expenses incurred in performing its investment advisory duties under
the Advisory Agreements; and (d) furnishes the Funds with office space and
certain administrative services (pursuant, in the case of the Diversified Growth
Fund, the Global Low-Price Stock Fund, the Global Natural Resources Fund, the
Global Value Fund, the Growth & Income Fund, the Information Age Fund-TM-, and
the MicroCap Growth Fund, Administrative Services Agreements with the Funds, as
described below). The services of Robertson Stephens Investment Management to
the Funds are not deemed to be exclusive, and Robertson Stephens Investment
Management or any affiliate may

B-21
<PAGE>

provide similar services to other series of the Trust, other investment
companies, and other clients, and may engage in other activities. The Funds may
reimburse Robertson Stephens Investment Management (on a cost recovery basis
only) for any services performed for a Fund by it outside its duties under the
Advisory Agreements.

Investment decisions for the Funds and for the other investment advisory
clients of Robertson Stephens Investment Management and its affiliates are made
with a view to achieving their respective investment objectives. Investment
decisions are the product of many factors in addition to basic suitability for
the particular client involved. Thus, a particular security may be bought or
sold for certain clients even though it could have been bought or sold for other
clients at the same time. Likewise, a particular security may be bought for one
or more clients when one or more other clients are selling the security. In
some instances, one client may sell a particular security to another client. It
also sometimes happens that two or more clients simultaneously purchase or sell
the same security, in which event each day's transactions in such security are,
insofar as possible, averaged as to price and allocated between such clients in
a manner which in Robertson Stephens Investment Management's opinion is
equitable to each and in accordance with the amount being purchased or sold by
each. There may be circumstances when purchases or sales of portfolio
securities for one or more clients will have an adverse effect on other clients.
Robertson Stephens Investment Management employs professional staffs of
portfolio managers who draw upon a variety of resources, including BancAmerica
Robertson Stephens, for research information for the Funds.

MANAGEMENT FEES. The Funds pay Robertson Stephens Investment Management
fees as compensation for the services provided by it under the Advisory
Agreements. The amount of these management fees is calculated daily and payable
monthly at the following annual rates based on the average daily net assets of
each Fund:

Contrarian Fund-TM- 1.50%
Developing Countries Fund 1.25%
Diversified Growth Fund 1.00%
Emerging Growth Fund 1.00%
Global Low-Priced Stock Fund 1.00%
Global Natural Resources Fund 1.00%
Global Value Fund 1.00%
Growth & Income Fund 1.00%
Information Age Fund-TM- 1.00%
MicroCap Growth Fund 1.25%
Partners Fund 1.25%
Value + Growth Fund 1.00%

These management fees are higher than those paid by most other investment
companies. Robertson Stephens Investment Management also may at its discretion
from time to time pay Fund expenses from its own assets, or reduce the
management fee of a Fund.

ADMINISTRATIVE FEES. The Diversified Growth Fund, Global Low-Priced Stock
Fund, Global Natural Resources Fund, Global Value Fund, Growth & Income Fund,
Information Age Fund-TM-, and MicroCap Growth Fund have entered into
Administrative Services Agreements with RSIM, L.P., pursuant to which RSIM, L.P.
continuously provides business management services to the Funds and generally
manages all of the business and affairs of the Funds, subject to the general
oversight of the Trustees. The Funds pay RSIM, L.P. a fee, calculated daily and
payable monthly, at the annual rate of 0.25% of their respective average daily
net assets.

The proceeds received by each Fund for each issue or sale of its shares,
and all income, earnings, profits, and proceeds thereof, subject only to the
rights of creditors, will be specifically allocated to such Fund, and constitute
the underlying assets of that Fund. The underlying assets of each Fund will be
segregated on the Trust's books of account, and will be charged with the
liabilities in respect of such Fund and with a share of the general liabilities
of the Trust. Expenses with respect to any two or more Funds may be allocated
in proportion to the net asset values of the respective Funds except where
allocations of direct expenses can otherwise be fairly made.

Each of the Advisory Agreements is subject to annual approval, commencing
in 1999, by (i) the vote of the Trustees or of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the affected Fund, and (ii)
the vote of a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust, RSIM,

B-22
<PAGE>

L.P., or RSIM, Inc. Each is terminable by Robertson Stephens Investment
Management or the Trust, without penalty, on 60 days written notice to the other
and will terminate automatically in the event of its assignment.

Each of the Administrative Services Agreements is subject to annual
approval, commencing in 1999, by (i) the Board of Trustees, and (ii) the vote of
a majority of the Trustees who are not "interested persons" (as defined in the
1940 Act). The Administrative Services Agreements may be terminated without
penalty, by the Trust or by the vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the affected Fund, on 30 days notice
to RSIM, L.P.

RECENT MANAGEMENT AND ADMINISTRATIVE FEES PAID BY THE FUNDS.

Management Reimbursement Administration
Fees(1) of Expenses(2) Fees
---------- --------------- --------------

CONTRARIAN FUND-TM-
Year ended 3/31/95 $8,053,129 $785,897 --
Nine Months Ended
12/31/95 $5,648,970 -- --
Year ended 12/31/96 $13,472,471 -- --

DEVELOPING COUNTRIES
FUND
5/2/94 - 3/31/95 $174,084 $ 44,177 --
Nine Months ended
12/31/95 $145,517 $282,462 --
Year ended 12/31/96 $543,832 $373,858 --

DIVERSIFIED GROWTH
FUND
8/1/96 - 12/31/96 $135,953 $22,771 $33,988

EMERGING GROWTH FUND
Year ended 3/31/95 $1,736,763 -- --
Nine Months Ended $1,288,465 -- --
12/31/95
Year ended 12/31/96 $1,805,586 -- --

GLOBAL LOW-PRICED
STOCK FUND
11/15/95 - 12/31/95 $854 $6,440 $213
Year ended 12/31/96 $195,547 $234,614 $48,887

GLOBAL NATURAL
RESOURCES FUND
11/15/95 - 12/31/95 $470 $5,748 $117
Year ended 12/31/96 $487,594 $107,877 $121,899

GROWTH & INCOME FUND
7/12/95 - 12/31/95 $415,116 --
Year ended 12/31/96 $2,462,636 $140,905 $615,659

INFORMATION AGE
FUND-TM-
11/15/95 - 12/31/95 $25,307 -- $6,327
Year ended 12/31/96 $720,640 -- $180,160

MICROCAP GROWTH FUND
8/15/96 - 12/31/96 $25,237 $67,948 $5,047

PARTNERS FUND
7/12/95 - 12/31/95 $42,710 $93,846 --
Year ended 12/31/96 $514,459 $91,703 --

VALUE + GROWTH FUND
Year ended 3/31/95 $1,260,821 -- --
Nine Months Ended $9,702,327 -- --
12/31/95
Year ended 12/31/96 $8,168,685 -- --

B-23
<PAGE>

(1) Before giving effect to any reimbursement or waiver by RSIM.
(2) Includes amount of management fees waived or reimbursed by RSIM, plus
the amount of any other expenses for which RSIM reimbursed the Fund or
which RSIM bore on behalf of the Fund.

EXPENSES

Each Fund will pay all expenses related to its operation which are not
borne by Robertson Stephens Investment Management, including but not limited to
taxes, interest, brokerage fees and commissions, compensation paid to Edgewood
under a Fund's 12b-1 Plans and its Shareholder Service Plans, fees paid to
members of the Board of Trustees who are not officers, directors, stockholders,
or employees of Robertson Stephens Investment Management or Edgewood, SEC fees
and related expenses, state Blue Sky qualification fees, charges of custodians,
transfer agents, registrars or other agents, outside auditing, accounting, and
legal services, charges for the printing of prospectuses and statements of
additional information for regulatory purposes or for distribution to
shareholders, certain shareholder report charges, and charges relating to
corporate matters.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Transactions on U.S. stock exchanges, commodities markets, and futures
markets and other agency transactions involve the payment by a Fund of
negotiated brokerage commissions. Such commissions vary among different
brokers. A particular broker may charge different commissions according to such
factors as the difficulty and size of the transaction. Transactions in foreign
investments often involve the payment of fixed brokerage commissions, which may
be higher than those in the United States. There is generally no stated
commission in the case of securities traded in the over-the-counter markets, but
the price paid by the Trust usually includes an undisclosed dealer commission or
mark-up. In underwritten offerings, the price paid by the Trust includes a
disclosed, fixed commission or discount retained by the underwriter or dealer.

It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive brokerage and research services (as defined in the Securities
Exchange Act of 1934, as amended (the "1934 Act")) from broker-dealers that
execute portfolio transactions for the clients of such advisers and from third
parties with which such broker-dealers have arrangements. Consistent with this
practice, Robertson Stephens Investment Management receives brokerage and
research services and other similar services from many broker-dealers with which
Robertson Stephens Investment Management places a Fund's portfolio transactions
and from third parties with which these broker-dealers have arrangements. These
services include such matters as general economic and market reviews, industry
and company reviews, evaluations of investments, recommendations as to the
purchase and sale of investments, newspapers, magazines, pricing services,
quotation services, news services, and personal computers utilized by Robertson
Stephens Investment Management's managers and analysts. Where the services
referred to above are not used exclusively by Robertson Stephens Investment
Management for research purposes, Robertson Stephens Investment Management,
based upon its own allocations of expected use, bears that portion of the cost
of these services which directly relates to its non-research use. Some of these
services are of value to Robertson Stephens Investment Management and its
affiliates in advising various of its clients (including the Funds), although
not all of these services are necessarily useful and of value in managing the
Funds. The management fee paid by a Fund is not reduced because Robertson
Stephens Investment Management or its affiliates receive these services even
though Robertson Stephens Investment Management might otherwise be required to
purchase some of these services for cash.

Robertson Stephens Investment Management places all orders for the purchase
and sale of portfolio investments for the Funds and buys and sells investments
for the Funds through a substantial number of brokers and dealers. Robertson
Stephens Investment Management seeks the best overall terms available for the
Funds, except to the extent Robertson Stephens Investment Management may be
permitted to pay higher brokerage commissions as described below. In doing so,
Robertson Stephens Investment Management, having in mind a Fund's best
interests, considers all factors it deems relevant, including, by way of
illustration, price, the size of the transaction, the nature of the market for
the security or other investment, the amount of the commission, the timing of
the transaction taking into account market prices, and trends, the reputation,
experience, and financial stability of the broker-dealer involved and the
quality of service rendered by the broker-dealer in other transactions.

As permitted by Section 28(e) of the 1934 Act, and by the Advisory
Agreements, Robertson Stephens Investment Management may cause a Fund to pay a
broker-dealer which provides "brokerage and research services" (as defined in
the 1934 Act) to Robertson Stephens Investment Management an amount of disclosed
commission for effecting securities

B-24
<PAGE>

transactions on stock exchanges and other transactions for the Fund on an agency
basis in excess of the commission which another broker-dealer would have charged
for effecting that transaction. Robertson Stephens Investment Management's
authority to cause a Fund to pay any such greater commissions is also subject to
such policies as the Trustees may adopt from time to time. Neither RSIM, L.P.
nor RSIM, Inc. currently intends to cause the Funds to make such payments. It
is the position of the staff of the Securities and Exchange Commission that
Section 28(e) does not apply to the payment of such greater commissions in
"principal" transactions. Accordingly, RSIM, L.P. and RSIM, Inc. will use their
best efforts to obtain the best overall terms available with respect to such
transactions.

The following tables provide information regarding brokerage commissions
paid by the Funds for the periods indicated.

FISCAL YEAR PERIOD
ENDED 3/31/95- FISCAL YEAR
CONTRARIAN FUND-TM- 12/31/96 12/31/95 ENDED 3/31/95
------------------- ----------- -------- -------------
<S> <C> <C> <C>
Percentage of total 61% 62% 69%
transactions involving
brokerage commissions

Dollar amount of
commissions $3,072,174 $1,026,683 $1,959,452

Percentage (dollar 1%($27,230) 1% ($6,840) 14.8% ($289,074)
amount) paid to RS&Co.

Percentage of brokerage 1% 1% 14%
transactions effected
through RS&Co.

Percentage of 39% 38% 31%
transactions effected
without brokerage
commissions
PERIOD
DEVELOPING COUNTRIES FISCAL YEAR PERIOD 5/2/94 -
FUND ENDED 12/31/96 3/31/95-12/31/95 3/31/95
-------------------- -------------- ---------------- -------
Percentage of total 62% 87% 76%
transactions
involving brokerage
commissions

Dollar amount of
commissions $680,315 $228,245 $170,919

Percentage (dollar 0.02% ($150) 0% ($0) .73% ($1,250)
amount) paid to RS&Co.

Percentage of brokerage 0.37% 0% 2%
transactions effected
through RS&Co.

Percentage of 38% 13% 24%
transactions effected
without brokerage
commissions

PERIOD
DIVERSIFIED GROWTH FUND 8/1/96 - 12/31/96
----------------------- -----------------

B-25
<PAGE>

Percentage of total 57%
transactions
involving brokerage
commissions

Dollar amount of
commissions $125,233

Percentage (dollar 13% ($16,648)
amount) paid to RS&Co.

Percentage of brokerage 20%
transactions effected
through RS&Co.

Percentage of 43%
transactions effected
without brokerage
commissions

FISCAL YEAR PERIOD FISCAL YEAR
EMERGING GROWTH FUND ENDED 12/31/96 3/31/95-12/31/95 ENDED 3/31/95
-------------------- -------------- ---------------- -------------
Percentage of total 27% 21% 21%
transactions involving
brokerage commissions

Dollar amount of commissions $479,020 $300,963 $559,915

Percentage (dollar amount) 5% ($23,895) 24% ($71,498) 29.2% ($163,607)
paid to RS&Co.

Percentage of brokerage 2% 4% 24%
transactions effected through
RS&Co.

Percentage of transactions 73% 79% 79%
effected without brokerage
commissions

FISCAL YEAR PERIOD FISCAL YEAR
VALUE + GROWTH FUND ENDED 12/31/96 3/31/95-12/31/95 ENDED 3/31/95
------------------- --------------- ---------------- -------------
Percentage of total 53% 77% 49%
transactions involving
brokerage commissions

Dollar amount of $3,175,482 $1,707,929 $665,354
commissions

Percentage (dollar amount) 12% ($375,005) 21% ($356,240) 12.4% ($82,270)
paid to RS&Co.

Percentage of brokerage 8% 9% 13%
transactions effected through
RS&Co.

Percentage of transactions 47% 23% 51%
effected without brokerage
commissions

FISCAL YEAR PERIOD
GLOBAL LOW-PRICED STOCK FUND ENDED 12/31/96 11/15/95-12/31/95
---------------------------- -------------- -----------------
Percentage of total 50% 51%
transactions
involving brokerage
commissions

B-26
<PAGE>

Dollar amount of commissions $127,491 $1,595

Percentage (dollar amount) 2% ($2,087) 0%
paid to RS&Co.

Percentage of brokerage 1% 0%
transactions effected through
RS&Co.

Percentage of transactions 50% 49%
effected without brokerage
commissions

GLOBAL NATURAL RESOURCES FISCAL YEAR PERIOD
FUND ENDED 12/31/96 11/15/95-12/31/95
------------------------ -------------- -----------------
Percentage of total 69% 84%
transactions
involving brokerage
commissions

Dollar amount of commissions $362,984 $1,242

Percentage (dollar amount) 1% (2,302) 41% ($515)
paid to RS&Co.

Percentage of brokerage 2% 39%
transactions
effected through RS&Co.

Percentage of transactions 31% 16%
effected
without brokerage
commissions

FISCAL YEAR PERIOD
GROWTH & INCOME FUND ENDED 12/31/96 7/12/95-12/31/95
-------------------- -------------- ----------------
Percentage of total 44% 45%
transactions involving
brokerage commissions

Dollar amount of commissions $1,257,368 $282,119

Percentage (dollar amount) 14% ($179,275) 18% ($49,415)
paid to RS&Co.

Percentage of brokerage 6% 7%
transactions effected through
RS&Co.

Percentage of transactions 56% 55%
effected without brokerage
commissions

FISCAL YEAR PERIOD
INFORMATION AGE FUND-TM- ENDED 12/31/96 11/15/95-12/31/95
------------------------ -------------- -----------------
Percentage of total 22% 75%
transactions involving
brokerage commissions

Dollar amount of commissions $245,279 $21,166

Percentage (dollar amount) 13% ($31,080) 25% ($5,200)
paid to RS&Co.

B-27
<PAGE>

Percentage of brokerage 3% 8%
transactions effected through
RS&Co.

Percentage of transactions 78% 25%
effected without brokerage
commissions
PERIOD
8/15/96 -
MICRO CAP FUND 12/31/96
-------------- --------
Percentage of total 5%
transactions involving
brokerage commissions

Dollar amount of commissions $1,800

Percentage (dollar amount) 0%
paid to RS&Co.

Percentage of brokerage 0%
transactions effected through
RS&Co.

Percentage of transactions 95%
effected without brokerage
commissions

FISCAL YEAR PERIOD
PARTNERS FUND ENDED 12/31/96 7/12/95-12/31/95
------------- -------------- ----------------
Percentage of total 63% 70%
transactions involving
brokerage commissions

Dollar amount of commissions $143,042 $21,979

Percentage (dollar amount) 0.5% ($680) 0.1% ($25)
paid to RS&Co.

Percentage of brokerage 1% 1%
transactions effected through
RS&Co.

Percentage of transactions 37% 30%
effected without brokerage
commissions

</TABLE>

THE FUNDS' DISTRIBUTOR

Each of the Funds has adopted a Distribution Plan under Rule 12b-l of the
1940 Act (each, a "Plan") in respect of its Class A and Class C Shares.

CLASS A SHARES. Pursuant to the Plan adopted in respect of the Funds' Class
A Shares (the "Class A Plans"), each Fund may pay Edgewood (also referred to as
the "Distributor"), from the assets attributable to the Fund's Class A Shares,
distribution fees, for services the Distributor renders and costs and expenses
it incurs in connection with the continuous offering of the Fund's Class A
shares, at an annual rate of 0.75% of the Fund's average daily net assets
attributable to its Class A shares, in the case of The Contrarian Fund-TM-,
0.50% of the Fund's average daily net assets attributable to its Class A
shares, in the case of the Developing Countries Fund, and 0.25% of the Fund's
average daily net assets attributable to

B-28
<PAGE>

its Class A shares, in the case of each of the other Funds. (The Trustees
have currently limited payments under the Distribution Plan for the
Developing Countries Fund to a rate of 0.25% of the Fund's average daily net
assets attributable to its Class A shares.) BancAmerica Robertson Stephens,
an affiliate of RSIM, L.P. and RSIM, Inc., provides certain services to
Edgewood in respect of the promotion of the Class A Shares of the Funds. In
return for these services, Edgewood pays to BancAmerica Robertson Stephens
substantially all of the payments received by Edgewood under the Distribution
Plan. The telephone number of BancAmerica Robertson Stephens is
1-800-766-FUND.

CLASS C SHARES. Pursuant to the Plan adopted in respect of the Funds' Class
C Shares (the "Class C Plans"), each Fund may pay the Distributor fees for
services provided and expenses incurred by it as the principal underwriter of
the Class C shares. The Plans by their terms also relate to payments under the
Funds' shareholder service plans, to the extent such payments may be seen as
primarily intended to result in the sale of the Funds' Class C Shares. The
Plans, which are "compensation" plans, provide for payments by each Fund to the
Distributor from the assets attributable to the Funds' Class C Shares at an
annual rate of up to 1.00%. BancAmerica Robertson Stephens, an affiliate of
RSIM, L.P. and RSIM, Inc., provides certain services to Edgewood in respect of
the promotion of the Class C Shares of the Funds. In return for these services,
Edgewood pays to BancAmerica Robertson Stephens substantially all of the
payments received by Edgewood under the Distribution Plan.

RECENT PAYMENTS UNDER THE FUNDS' CLASS A DISTRIBUTION PLANS*.

CONTRARIAN FUND-TM- DISTRIBUTION FEES WAIVER
------------------- ----------------- ------
Year ended 3/31/95 $4,026,498 --
Nine months ended 12/31/95 $2,824,481 --
Year ended 12/31/96 $6,736,236 --

DEVELOPING COUNTRIES FUND
-------------------------
5/2/94 - 3/31/95 $69,633 --
Nine months ended 12/31/95 $37,616 --
Year ended 12/31/96 $108,766 --

DIVERSIFIED GROWTH FUND
-----------------------
8/1/96 - 12/31/96 $33,988 --

EMERGING GROWTH FUND
--------------------
Year ended 3/31/95 $434,190 --
Nine months ended 12/31/95 $322,116 --
Year ended 12/31/96 $451,396 --

GLOBAL LOW-PRICED STOCK FUND
----------------------------
11/15/95 - 12/31/95 $213 $213
Year ended 12/31/96 $48,887 $48,887

GLOBAL NATURAL RESOURCES FUND
-----------------------------
11/15/95 - 12/31/95 $117 --
Year ended 12/31/96 $121,899 --

GROWTH & INCOME FUND
--------------------
7/25/95 - 12/31/95 $103,780 --
Year ended 12/31/96 $615,659 --

INFORMATION AGE FUND-TM-
------------------------
11/15/95 - 12/31/95 $6,327 --
Year ended 12/31/96 $180,160 --

MICROCAP GROWTH FUND
--------------------
8/15/96 - 12/31/96 $5,047 --

B-29
<PAGE>

PARTNERS FUND
-------------
7/12/95 - 12/31/95 $8,542 --
Year ended 12/31/96 $102,892 --

VALUE + GROWTH FUND
-------------------
Year ended 12/31/96 $2,042,076 --

- ---------------------------
* No payments were made under the Funds' Class C Plans during fiscal 1995 or
fiscal 1996.

HOW NET ASSET VALUE IS DETERMINED

Each Fund determines the net asset value per share of each class of its
shares once daily, as of 4:30 p.m. eastern time, on each day the New York Stock
Exchange (the "Exchange") is open. The Exchange is closed Saturdays, Sundays,
New Year's Day, Presidents' Day, Good Friday, Memorial Day, the Fourth of July,
Labor Day, Thanksgiving, and Christmas.

Securities for which market quotations are readily available are valued using
the last reported sale price or, if no sales are reported (as in the case of
some securities traded over-the-counter), at the mean between the closing bid
and asked prices, except that certain U.S. Government securities are stated at
the mean between the last reported bid and asked prices. Short-term investments
having remaining maturities of 60 days or less are stated at amortized cost,
which approximates market value. All other securities and assets are valued at
their fair value following procedures approved by the Trustees.

Reliable market quotations are not considered to be readily available for
long-term corporate bonds and notes, certain preferred stocks, or certain
foreign securities. These investments are stated at fair value on the basis of
valuations furnished by pricing services, which determine valuations for normal,
institutional-size trading units of such securities using methods based on
market transactions for comparable securities and various relationships between
securities which are generally recognized by institutional traders.

If any securities held by a Fund are restricted as to resale, their fair
value is determined in accordance with the guidelines and procedures adopted by
the Trust's Board of Trustees. The fair value of such securities is generally
determined as the amount which a Fund could reasonably expect to realize from an
orderly disposition of such securities over a reasonable period of time. The
valuation procedures applied in any specific instance are likely to vary from
case to case. However, consideration is generally given to the financial
position of the issuer and other fundamental analytical data relating to the
investment and to the nature of the restrictions on disposition of the
securities (including any registration expenses that might be borne by the Fund
in connection with such disposition). In addition, specific factors are also
generally considered, such as the cost of the investment, the market value of
any unrestricted securities of the same class (both at the time of purchase and
at the time of valuation), the size of the holding, the prices of any recent
transactions or offers with respect to such securities, and any available
analysts' reports regarding the issuer.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
Exchange. The values of these securities used in determining the net asset
value of a Fund's shares are computed as of such times. Also, because of the
amount of time required to collect and process trading information as to large
numbers of securities issues, the values of certain securities (such as
convertible bonds and U.S. Government securities) are determined based on market
quotations collected earlier in the day at the latest practicable time prior to
the close of the Exchange. Occasionally, events affecting the value of such
securities may occur between such times and the close of the Exchange which will
not be reflected in the computation of a Fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value following procedures
approved by the Trustees.

REDEMPTIONS

During any 90-day period, the Trust is committed to pay in cash all
requests to redeem shares by any one

B-30
<PAGE>

shareholder, up to the lesser of $250,000 and 1% of the value of a Fund's net
assets at the beginning of the period. Should redemptions by any shareholder of
a Fund exceed this limitation, the Trust reserves the right to redeem the excess
amount in whole or in part in securities or other assets. If shares are
redeemed in this manner, the redeeming shareholder typically will incur
brokerage and other costs in converting the securities to cash.

TAXES

Each Fund intends to qualify each year and elect to be taxed as a regulated
investment company under Subchapter M of the United States Internal Revenue Code
of 1986, as amended (the "Code").

As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, a Fund would not be subject to federal income tax
on any of its net investment income or net realized capital gains that are
distributed to shareholders. As long as each Fund maintains its status as a
regulated investment company and distributes all of its income, it will not,
under present law, be subject to any excise or income taxes in Massachusetts or
to franchise or income taxes in California.

In order to qualify as a "regulated investment company," a Fund must, among
other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or
other dispositions of stock, securities, or foreign currencies, and other income
(including gains from options, futures, or forward contracts) derived with
respect to its business of investing in such stock, securities, or currencies;
(b) diversify its holdings so that, at the close of each quarter of its taxable
year, (i) at least 50% of the value of its total assets consists of cash, cash
items, U.S. Government securities, and other securities limited generally with
respect to any one issuer to not more than 5% of the total assets of the Fund
and not more than 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its assets is invested in the securities
of any issuer (other than U.S. Government securities). In order to receive the
favorable tax treatment accorded regulated investment companies and their
shareholders, moreover, a Fund must in general distribute at least 90% of its
interest, dividends, net short-term capital gain, and certain other income each
year.

An excise tax at the rate of 4% will be imposed on the excess, if any, of
each Fund's "required distribution" over its actual distributions in any
calendar year. Generally, the "required distribution" is 98% of the Fund's
ordinary income for the calendar year plus 98% of its capital gain net income
recognized during the one-year period ending on October 31 (or December 31, if
the Fund so elects) plus undistributed amounts from prior years. Each Fund
intends to make distributions sufficient to avoid imposition of the excise tax.
Distributions declared by a Fund during October, November, or December to
shareholders of record on a date in any such month and paid by the Fund during
the following January will be treated for federal tax purposes as paid by the
Fund and received by shareholders on December 31 of the year in which declared.

With respect to investment income and gains received by a Fund from sources
outside the United States, such income and gains may be subject to foreign taxes
which are withheld at the source. The effective rate of foreign taxes to which
a Fund will be subject depends on the specific countries in which its assets
will be invested and the extent of the assets invested in each such country and
therefore cannot be determined in advance.

A Fund's ability to use options, futures, and forward contracts and other
hedging techniques, and to engage in certain other transactions, including short
sales, may be limited by tax considerations. A Fund's transactions in foreign
currency-denominated debt instruments and its hedging activities will likely
produce a difference between its book income and its taxable income. This
difference may cause a portion of the Fund's distributions of book income to
constitute returns of capital for tax purposes or require the Fund to make
distributions exceeding book income in order to permit the Fund to continue to
qualify, and be taxed under Subchapter M of the Code, as a regulated investment
company.

Under federal income tax law, a portion of the difference between the
purchase price of zero-coupon securities in which a Fund has invested and their
face value ("original issue discount") is considered to be income to the Fund
each year, even though the Fund will not receive cash interest payments from
these securities. This original issue discount (imputed income) will comprise a
part of the net investment income of the Fund which must be distributed to
shareholders in order to maintain the qualification of the Fund as a regulated
investment company and to avoid federal income tax at the level

B-31
<PAGE>

of the Fund.

Each Fund is required to withhold 31% of all income dividends and capital
gain distributions, and 31% of the gross proceeds of all redemptions of Fund
shares, in the case of any shareholder who does not provide a correct taxpayer
identification number, about whom a Fund is notified that the shareholder has
under reported income in the past, or who fails to certify to a Fund that the
shareholder is not subject to such withholding. Tax-exempt shareholders are not
subject to these back-up withholding rules so long as they furnish the Fund with
a proper certification.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and related regulations currently in effect. For the
complete provisions, reference should be made to the pertinent Code sections and
regulations. The Code and regulations are subject to change by legislative or
administrative actions. Dividends and distributions also may be subject to
state and federal taxes. Shareholders are urged to consult their tax advisers
regarding specific questions as to federal, state, or local taxes. The
foregoing discussion relates solely to U.S. federal income tax law. Non-U.S.
investors should consult their tax advisers concerning the tax consequences of
ownership of shares of the Fund, including the possibility that distributions
may be subject to a 30% United States withholding tax (or a reduced rate of
withholding provided by treaty). Statements as to the tax status of
distributions will be mailed annually.

HOW PERFORMANCE IS DETERMINED

STANDARDIZED PERFORMANCE INFORMATION

Average annual total return of a class of shares of a Fund for one-, five-,
and ten-year periods (or for such shorter periods as shares of that class of
shares of the Fund have been offered) is determined by calculating the actual
dollar amount of investment return on a $1,000 investment in that class of
shares at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that amount. Total return for a
period of one year or less is equal to the actual return of that class of shares
during that period. Total return calculations assume reinvestment of all Fund
distributions at net asset value on their respective reinvestment dates. Total
return may be presented for other periods.

A contingent deferred sales charge may apply to certain redemptions of
Class C shares in the first year after purchase. Accordingly, performance
information for Class C shares relating to periods of up to one year will
reflect deduction of the contingent deferred sales charge. The Funds may at
times also present performance for such periods not reflecting deduction of the
contingent deferred sales charge. The calculation of total return assumes that
all dividends, if any, and distributions paid by a Fund would be reinvested at
the net asset value on the day of payment.

At times, Robertson Stephens Investment Management may reduce its
compensation or assume expenses of the Fund in order to reduce the Fund's
expenses. Any such fee reduction or assumption of expenses would increase the
Fund's total return during the period of the fee reduction or assumption of
expenses.

All data are based on past performance and do not predict future results.

PERFORMANCE INFORMATION

The average annual total returns of the Class A shares of each of the Funds
for the periods indicated through December 31, 1996 are set forth below. (No
Class C shares were outstanding during those periods.)

CONTRARIAN FUND-TM-
-------------------
Year ended December 31, 1996 21.68%
From inception (6/30/93) through December 31, 1996 16.00%

DEVELOPING COUNTRIES FUND
-------------------------
Year ended December 31, 1996 21.19%
From inception (5/2/94) through December 31, 1996 (.56)%

B-32
<PAGE>

DIVERSIFIED GROWTH FUND
-----------------------
From inception (8/1/96) through December 31, 1996 24.20%

EMERGING GROWTH FUND
--------------------
Year ended December 31, 1996 21.53%
Five years ended December 31, 1996 10.53%
From inception (11/30/87) through December 31, 1996 21.69%

GLOBAL LOW-PRICED STOCK FUND
----------------------------
Year ended December 31, 1996 29.39%
From inception (11/15/95) through December 31, 1996 30.64%

GLOBAL NATURAL RESOURCES FUND
-----------------------------
Year ended December 31, 1996 41.21%
From inception (11/15/95) through December 31, 1996 37.20%

GROWTH & INCOME FUND
--------------------
Year ended December 31, 1996 24.16%
From inception (7/12/95) through December 31, 1996 25.38%

INFORMATION AGE FUND-TM-
------------------------
Year ended December 31, 1996 26.72%
From inception (11/15/95) through December 31, 1996 15.66%

MICROCAP GROWTH FUND
--------------------
From inception (8/15/96) through December 31, 1996 10.00%

PARTNERS FUND
-------------
Year ended December 31, 1996 43.15%
From inception (7/12/95) through December 31, 1996 30.91%

VALUE + GROWTH
--------------
Year ended December 31, 1996 14.12%
From inception (5/12/92) through December 31, 1996 23.68%

NON-STANDARDIZED TOTAL RETURN INFORMATION

From time to time, a Fund may present non-standardized total return
information, in addition to standardized performance information, which may
include such results as the growth of a hypothetical $10,000 investment in a
class of the Fund's shares, and cumulative total return. Cumulative total
return is calculated in a similar manner to average annual total return, except
that the results are not annualized. Each calculation assumes that all
dividends and distributions are reinvested at net asset value on the
reinvestment dates during the period.

INDICES AND PUBLICATIONS

A Fund may compare its performance with that of appropriate indices such
as the Standard & Poor's Composite Index of 500 stocks ("S&P 500"), Standard &
Poor's MidCap 400 Index ("S&P 400"), the NASDAQ Industrial Index, the NASDAQ
Composite Index, Russell 2000 Index, or other unmanaged indices so that
investors may compare such results with those of a group of unmanaged
securities. The S&P 500, the S&P 400, the NASDAQ Industrial Index, the NASDAQ
Composite Index, and the Russell 2000 Index are unmanaged groups of common
stocks traded principally on national securities exchanges and the over the
counter market, as the case may be. A Fund may also, from time to time, compare
its performance to other mutual funds with similar investment objectives and to
the industry as a whole, as quoted by rating services and publications, such as
Lipper Analytical Services, Inc., Morningstar Mutual Funds, Forbes, Money, and

B-33
<PAGE>

Business Week.

In addition, one or more portfolio managers or other employees of
Robertson Stephens Investment Management may be interviewed by print media, such
as THE WALL STREET JOURNAL or BUSINESS WEEK, or electronic news media, and such
interviews may be reprinted or excerpted for the purpose of advertising
regarding the Fund.

RELATIVE VOLATILITY - BETA

From time to time a Fund may present a statistical measure of the
volatility of a Fund's performance relative to the volatility of the performance
of the S&P 500. A Fund calls this comparative measure its "beta." Beta is
approximate, because it is statistical, and is not necessarily indicative of
future fund performance volatility. Thus, if a Fund's portfolio volatility
perfectly represents that of the S&P 500, a Fund's beta would be 1.0. If a
Fund's beta is greater than 1.0, a Fund's portfolio would tend to represent a
greater market risk than the S&P 500 because a Fund's portfolio would tend to be
more sensitive to movements in the securities markets. For example, if a Fund's
beta is 1.1, a Fund's performance would tend to vary approximately 10% more than
would the performance of the S&P 500. If a Fund's beta is 0.9, a Fund's
performance would tend to vary 10% less than the performance of the S&P 500.
The correlation is not usually exact because, depending upon the diversification
of a Fund's portfolio, a beta of less than 1.0 may indicate only that the
portfolio is less sensitive to market movements, not that the Fund's portfolio
has low overall risk.

The beta included with any presentation of the Fund's performance data will be
calculated according to the following formula:

_
n R
---- _ M
\ R R - nR
/ FT MT F
----
BETA = ------------------
n
---- 2 _ 2
\ R - nR
/ MT M
----

Where: n = number of months measured

R = rate of return on the Fund in month T
FT

R = rate of return on the market index, I.E., the S&P 500, in
MT month T
_
R = arithmetic average monthly rate of return of the Fund
F
_
R = arithmetic average monthly rate of return on the market
M index, I.E., the S&P 500

ADDITIONAL INFORMATION
GENERAL

Robertson Stephens Investment Trust (the "Trust") is an open-end series
investment company, which was organized on May 11, 1987 as a Massachusetts
business trust.

TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, c/o National Financial Data Services,
at P.O. Box 419717, Kansas City, MO 64141, serves as the Funds' transfer agent.
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, serves as the Funds' Custodian. As transfer agent, State Street Bank and
Trust Company maintains records of shareholder accounts, processes purchases and
redemptions of shares, acts as dividend and distribution disbursing agent, and
performs other related shareholder functions. As custodian, it and
subcustodians approved by the Board of

B-34
<PAGE>

Trustees hold the securities in the Funds' portfolios and other assets for
safekeeping. The Transfer Agent and Custodian do not participate in making
investment decisions for the Funds.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 555 California Street, San Francisco, California
94104, are the Trust's independent accountants, providing audit services, tax
return review, and other tax consulting services and assistance and consultation
in connection with the review of various Securities and Exchange Commission
filings.

SHAREHOLDER LIABILITY

Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Agreement and Declaration of Trust provides for
indemnification out of a Fund's property for all loss and expense of any
shareholder held personally liable for the obligations of that Fund. Thus the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be unable to meet
its obligations.

OTHER INFORMATION

The Prospectuses of the Trust and this Statement, together, do not contain
all of the information set forth in the Registration Statement of Robertson
Stephens Investment Trust, as amended, filed with the Securities and Exchange
Commission. Certain information is omitted in accordance with rules and
regulations of the Commission. The Registration Statement may be inspected at
the Public Reference Room of the Commission at Room 1024, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, and copies thereof may be
obtained from the Commission at prescribed rates.

B-35
<PAGE>

APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

This Appendix describes ratings applied to corporate bonds by Standard & Poor's
("S&P"), Moody's Investors Service, Inc. ("Moody's") and Fitch Investor
Services, Inc. ("Fitch").

S&P'S RATINGS

AAA: Debt rated 'AAA' has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated 'AA' has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A: Debt rated 'A' has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

BBB: Debt rated 'BBB' is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

Debt rated 'BB,' 'B,' 'CCC,' 'CC,' and 'C' is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. 'BB' indicates the least degree of speculation and 'C' the highest.
While such debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties of major exposures to adverse
markets.

BB: Debt rated 'BB' has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The 'BB'
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied 'BBB-' rating.

B: Debt rated 'B' has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The 'B' rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-'
rating.

CCC: Debt rated 'CCC' has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The 'CCC' rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
'B' or 'B-' rating.

CC: The rating 'CC' typically is applied to debt subordinated to senior debt
that is assigned an actual or implied 'CCC' rating.

C: The rating 'C' typically is applied to debt subordinated to senior debt that
is assigned an actual or implied 'CCC-' rating. The 'C' rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

CI: The rating 'CI' is reserved for income bonds on which no interest is being
paid.

D: Debt rated 'D' is in payment default. The 'D' rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments

B-36
<PAGE>

will be made during such grace period. The 'D' rating will also be used upon
the filing of a bankruptcy petition if debt service payments are jeopardized.

The ratings from 'AA' to 'CCC' may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.

MOODY'S RATINGS

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

B-37
<PAGE>

FITCH RATINGS

AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated 'AAA.' Because bonds rate in the
'AAA' and 'AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated 'F-1+.'

A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however,
are more likely to have adverse impact on these bonds, and therefore impair
timely payment. The likelihood that the rating of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB: Bonds are considered to be speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified
which could assist the obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issues.

CCC: Bonds have certain identifiable characteristics that, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D: Bonds in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. 'DDD'
represents the highest potential for recovery on these bonds, and 'D' represents
the lowest potential for recovery.

Note: Fitch ratings (other than the 'AAA,' 'DDD,' 'DD,' or 'D' categories) may
be modified by the addition of a plus (+) or minus (-) sign to show relative
position of a credit within the rating category.

B-38
<PAGE>

FINANCIAL STATEMENTS

[To be filed by Amendment]

B-39
<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements

Audited financial statements for each series of Registrant will be
incorporated by reference into the Statement of Additional Information by
amendment to this Registration Statement filed at or before the time this
Amendment becomes effective.

(b) Exhibits

1.(a) Copy of Amended and Restated Agreement and Declaration of Trust of
Registrant.(A)
1.(b) Copy of Certificate of Amendment of Agreement and Declaration of
Trust of Registrant.(B)
1.(c) Copy of Certificate of Amendment of Agreement and Declaration of
Trust of Registrant.(C)
1.(d) Copy of Certificate of Amendment of Agreement and Declaration of
Trust of Registrant.(H)
1.(e) Form of Amended and Restated Agreement and Declaration of Trust of
Registrant.(M)

2.(a) Copy of By-Laws of Registrant as amended through July 22, 1997.*

3. Inapplicable.

4. Specimen Share Certificate.(A)

5.(a) Agreement between Robertson Stephens Investment Management, Inc.,
Robertson Stephens Investment Management, L.P., Robertson, Stephens
& Company, L.P. and Registrant on behalf of Robertson Stephens
Value Plus Fund.(F)

5.(b) Form of Letter Agreement regarding the Investment Advisory
Agreement listed in 5(a), above.(J)

5.(c) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Contrarian Fund).*

5.(d) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Developing Countries
Fund).*

5.(e) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Diversified Growth
Fund).*

5.(f) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Emerging Growth Fund).*

5.(g) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Global Low-Priced Stock
Fund).*

5.(h) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Global Natural
Resources Fund).*

5.(i) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Global Value Fund).*

5.(j) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Growth & Income Fund).*

5.(k) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Information Age Fund).*

5.(l) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Microcap Fund).*

<PAGE>

5.(m) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Partner's Fund).*

5.(n) Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Value + Growth Fund).*

6. Distribution Agreement with Edgewood Services, Inc.*

7. Inapplicable.

8. Custodian Agreement between Registrant and State Street Bank and
Trust.(D)

9. (A) - Form of Administrative Services Agreement.(K)
(B) - Form of Shareholder Service Plan.(L)

10. Inapplicable.

11. Consent of Independent Accountants.(M)

12. Inapplicable.

13. Letter of Understanding Relating to Initial Capital.(A,G)

14. Disclosure Statement, Custodial Account Agreement and related
documents for an Individual Retirement Account (State Street Bank
and Trust).(D)

15.(a) Distribution Plan Pursuant to Rule 12b-1 dated September 30, 1997
(for Class A shares).*

15.(b) Distribution Plan Pursuant to Rule 12b-1 dated September 30, 1997
(for Class C shares).*

16. Schedule of Computation of Performance Quotation.(C)

17.(a) Power of Attorney.(F)
17.(b) Power of Attorney of Terry R. Otton.(I)
17.(c) Power of Attorney.(K)
17.(d) Power of Attorney of Andrew P. Pilara, Jr.(N)

18. 18f-3 Plan(M)

27.A-L Financial Data Schedules for period ending December 31, 1997+

Incorporated by a reference to like-numbered exhibits:

(A) Previously filed as part of the Registration Statement filed
August 12, 1987.
(B) Previously filed as part of the Post-Effective Amendment No. 4
to the Registration Statement on May 1, 1991.
(C) Previously filed as part of the Post-Effective Amendment No. 6
to the Registration Statement on March 12, 1992.
(D) Previously filed as part of the Post-Effective Amendment No. 8
to the Registration Statement on June 30, 1992.
(E) Previously filed as part of the Post-Effective Amendment No.
11 to the Registration Statement on February 5, 1993.
(F) Previously filed as part of the Post-Effective Amendment No.
16 to the Registration Statement on December 8, 1993.
(G) Previously filed as part of the Post-Effective Amendment No.
19 to the Registration Statement on July 5, 1994.
(H) Previously filed as part of the Post-Effective Amendment No.
21 to the Registration Statement on April 28, 1995.
(I) Previously filed as part of the Post-Effective Amendment No.
22 to the Registration Statement on July 3, 1995.

<PAGE>

(J) Previously filed as part of the Post-Effective Amendment No.
24 to the Registration Statement on January 16, 1996.
(K) Previously Filed as part of the Post-Effective Amendment No.
25 to the Registration Statement on May 17, 1996.
(L) Previously filed as part of the Post-Effective Amendment No.
26 to the Registration Statement on January 21, 1996.
(M) Previously filed as part of the Post-Effective Amendment No.
28 to the Registration Statement on March 24, 1997.
(N) Previously filed as part of the Post-Effective Amendment No.
29 to the Registration Statement on October 31, 1997.
* Filed herewith.
+ To be filed by amendment

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

As of the date of this Registration Statement, there is no person controlled by
or under common control with the Registrant.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

On November 30, 1997, Registrant had the following number of security holders:

TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------

Shares of Beneficial Interest of
The Robertson Stephens
Contrarian Fund
Class A 18,081
Class C 203

Shares of Beneficial Interest of
The Robertson Stephens
Developing Countries Fund
Class A 1,634
Class C 5

Shares of Beneficial Interest of
The Robertson Stephens
Diversified Growth Fund
Class A 1,776
Class C 30

Shares of Beneficial Interest of
The Robertson Stephens
Emerging Growth Fund
Class A 9,256
Class C 34

Shares of Beneficial Interest of
The Robertson Stephens
Global Low-Priced Stock
Fund
Class A 922
Class C 6

Shares of Beneficial Interest of

<PAGE>

The Robertson Stephens
Global Natural Resources
Fund
Class A 3,133
Class C 9

Shares of Beneficial Interest of
The Robertson Stephens
Global Value Fund
Class A 483
Class C 8

Shares of Beneficial Interest of
The Robertson Stephens
Growth & Income Fund
Class A 6,686
Class C 113

Shares of Beneficial Interest of
The Robertson Stephens
Information Age Fund
Class A 3,816
Class C 15

Shares of Beneficial Interest of
The Robertson Stephens
MicroCap Growth
Class A 2,563
Class C 83

Shares of Beneficial Interest of
The Robertson Stephens
Partners Fund
Class A 6,972
Class C 46

Shares of Beneficial Interest of
The Robertson Stephens
Value + Growth Fund
Class A 25,377
Class C 130

ITEM 27. INDEMNIFICATION

Under the terms of Registrant's By-laws, Article VI, Registrant is required,
subject to certain exceptions and limitations, to indemnify and insure its
trustees, officers, employees, agents and other persons who may be indemnified
by Registrant under the Investment Company Act of 1940 (the "1940 Act").

Insofar as indemnification for liabilities arising under the Securities Act is
permitted to trustees and officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification by Registrant is against public policy as expressed in the
Securities Act, and therefore may be unenforceable. In the event that a claim
for such indemnification (except insofar as it provides for the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
against Registrant by any trustee, officer or controlling person and the
Securities and Exchange Commission is still of the same opinion, Registrant
will, unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of

<PAGE>

appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.

The Trust, at its expense, provides liability insurance for the benefit of its
Trustees and officers.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

Information about G. Randall Hecht, an officer of Robertson, Stephens & Company
Investment Management, L.P. ("RSIM, L.P.") and of RS Investment Management,
Inc., formerly Robertson Stephens Investment Management, Inc. ("RSIM, Inc."),
and the sole director of RSIM, Inc., is set forth in Parts A and B herein. Mr.
Hecht ceased being an officer and Trustee of the Registrant on September 30,
1997. RSIM, L.P. and RSIM, Inc. are engaged exclusively in the provision of
investment advisory and management services to mutual funds, private investment
pools (including hedge funds), and private accounts.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) Edgewood Services, Inc. the Distributor for shares of the Registrant, acts
as principal underwriter for the following open-end investment companies,
including the Registrant. BT Advisor Funds, BT Institutional Funds, BT
Investment Funds, BT Pyramid Mutual Funds, Excelsior Funds, Excelsior
Funds, Inc., (formerly, UST Master Funds, Inc.), Excelsior Institutional
Trust, Excelsior Tax-Exempt Funds, Inc. (formerly, UST Master Tax-Exempt
Funds, Inc.), FTI Funds, FundManager Portfolios, Great Plains Funds,
Marketvest Funds, Marketvest Funds, Inc., Old Westbury Funds, Inc.,
Robertson Stephens Investment Trust, and WesMark Funds.

(b)

(1) (2) (3)

Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
---------------- ---------------- ---------------
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

<PAGE>

S. Elliott Cohan Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The records required by Section 31(a) and Rule 31a-1 through 3 under the
1940 Act will be maintained by Registrant at its offices, 555 California Street,
San Francisco, CA 94104 except that pursuant to Rule 31a-3 under the 1940 Act,
the Transfer Agent (located at 1004 Baltimore, Kansas City, MO 64105) and
Custodian (located at 225 Franklin Street, Boston, MA 02110) for Registrant,
will maintain the records required by subparagraphs (b)(1) and (b)(2)(D) of Rule
31a-1.

ITEM 31. MANAGEMENT SERVICES.

Registrant has entered into an agreement with State Street Bank and Trust
Company for certain transfer agency and shareholder services. Pursuant to the
agreement, State Street Bank and Trust Company, among other things, maintains
accounts for shareholders of record of registrant, processes requests to
purchase and redeem shares and mails communications by Registrant to its
shareholders.

ITEM 32. UNDERTAKINGS.

The Registrant has made the following undertakings which are still applicable:

(a) Registrant has undertaken to comply with Section 16(a) of the Investment
Company Act of 1940, as amended, which requires the prompt convening of a
meeting of shareholders to elect trustees to fill existing vacancies in the
Registrant's Board of Trustees in the event that less than a majority of
the trustees have been elected to such position by shareholders.
Registrant has also undertaken to promptly call a meeting of shareholders
for the purpose of voting upon the question of removal of any Trustee or
Trustees when requested in writing to do so by the record holders of not
less than 10 percent of the Registrant's outstanding shares and to assist
its shareholders in communicating with other shareholders in accordance
with the requirements of Section 16(c) of the Investment Company Act of
1940, as amended.

(b) Registrant has undertaken to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to
shareholders when available, upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company of 1940, the Registrant, Robertson Stephens Investment Trust, has duly
caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and County of San Francisco and State of
California, on the 24th day of December, 1997.

ROBERTSON STEPHENS INVESTMENT TRUST

By: Andrew P. Pilara, Jr.*
----------------------------------------
Vice President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below, on December 24, 1997, by the following
persons in the capacities indicated.

SIGNATURE CAPACITY

ANDREW P. PILARA, JR.* Principal Executive Officer
- --------------------------- and Trustee
Andrew P. Pilara, Jr.

/s/ TERRY R. OTTON Treasurer, Chief Financial Officer,
- --------------------------- and Principal Accounting Officer
Terry R. Otton

LEONARD B. AUERBACH* Trustee
- ---------------------------
Leonard B. Auerbach

- --------------------------- Trustee
John W. Glynn, Jr.

JAMES K. PETERSON* Trustee
- ---------------------------
James K. Peterson

*By /s/ Terry R. Otton
-------------------------------------------------
Terry R. Otton, Attorney-in-Fact pursuant
to the Powers of Attorney filed herewith.

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. TITLE
- ----------- -----

2.(a) Copy of By-laws of Registrant as
amended through July 22, 1997.

5.(c) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens
Contrarian Fund).

5.(d) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens
Developing Countries Fund).

5.(e) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens
Diversified Growth Fund).

5.(f) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens
Emerging Growth Fund).

5.(g) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens Global
Low-Priced Stock Fund).

5.(h) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens Global
Natural Resources Fund).

5.(i) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens Global
Value Fund).

5.(j) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens Growth
& Income Fund).

5.(k) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens
Information Age Fund).

5.(l) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens
Microcap Fund)

5.(m) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P.

<PAGE>

and Registrant (on behalf of Robertson
Stephens Partner's Fund).

5.(n) Investment Advisory Agreement dated
October 1, 1997 between Robertson
Stephens & Company Investment
Management, L.P. and Registrant (on
behalf of Robertson Stephens Value +
Growth Fund).

6. Distribution Agreement with Edgewood
Services, Inc.

15.(a) Distribution Plan Pursuant to Rule
12b-1 dated September 30, 1997 (for
Class A shares).

15.(b) Distribution Plan Pursuant to Rule
12b-1 dated September 30, 1997 (for
Class C shares).

<PAGE>

EXHIBIT 2.(a)

<PAGE>

BY-LAWS

RCS EMERGING GROWTH FUND

A MASSACHUSETTS BUSINESS TRUST

AS AMENDED THROUGH JULY 22, 1997

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The Board of Trustees shall fix and, from
time to time, may change the location of the principal executive office of the
Trust at any place within or outside The Commonwealth of Massachusetts.

SECTION 2. OTHER OFFICES. The Board of Trustees may at any time
establish branch or subordinate offices at any place or places where the Trust
intends to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held
at any place within or outside The Commonwealth of Massachusetts designated by
the Board of Trustees. In the absence of any such designation, shareholders'
meetings shall be held at the principal executive office of the Trust.

SECTION 2. CALL OF MEETING. A meeting of the shareholders may be
called at any time by the Board of Trustees or by the chairman of the Board or
by the president.

SECTION 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than seventy-five (75) days
before the date of the meeting. The notice shall specify (i) the place, date
and hour of the meeting, and (ii) the general nature of the business to be
transacted. The notice of any meeting at which Trustees are to be elected also
shall include the name of any nominee or nominees whom at the time of the notice
are intended to be presented for election.

<PAGE>

If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a Trustee has a direct or indirect financial
interest, (ii) an amendment of the Declaration of Trust, (iii) a reorganization
of the Trust, or (iv) a voluntary dissolution of the Trust, the notice shall
also state the general nature of that proposal.

SECTION 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
Trust or its transfer agent or given by the shareholder to the Trust for the
purpose of notice. If no such address appears on the Trust's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the Trust's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable to
deliver the notice to the shareholder at that address, all future notices or
reports shall be deemed to have been duly given without further mailing if these
shall be available to the shareholder on written demand of the shareholder at
the principal executive office of the Trust for a period of one year from the
date of the giving of the notice.

An affidavit of the mailing or other means of given any notice of any
shareholder's meeting shall be executed by the secretary, assistance secretary
or any transfer agent of the Trust giving the notice and shall be filed and
maintained in the minute book of the Trust.

SECTION 5. ADJOURNED MEETING; NOTICE. Any shareholder's meeting,
whether or not a quorum is present, may by adjourned from time to time by the
vote of the majority of the shares represented at that meeting, either in person
or by proxy.

When any meeting of shareholders is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed or unless the
adjournment is for more than sixty (60) days from the date set for the original
meeting, in which case the Board of Trustees shall set a new record date.
Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 3 and 4 of this Article II. At any adjourned meeting the
Trust may transact any business which might have been transacted at the original
meeting.

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<PAGE>

SECTION 6. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of the
Declaration of Trust, as in effect at such time. The shareholders' vote may be
by voice vote or by ballot, provided, however, that any election for Trustees
must be by ballot if demanded by any shareholder before the voting has begun.
On any matter other than elections of Trustees, any shareholder may vote part of
the shares in favor of the proposal and refrain from voting the remaining shares
or vote them against the proposal, but if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with respect to
the total shares that the shareholder is entitled to vote on such proposal.

SECTION 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The
transactions of the meeting of shareholders, however called and noticed and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy and
if either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of shareholders.

Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the beginning of the
meeting.

SECTION 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all shares entitled to vote on that
action were present and voted. All such consents shall be filed with the
Secretary of the Trust and shall be maintained in the Trust's records. Any
shareholder giving a written consent or the shareholder's proxy holders or a
transferee of the shares or a personal representative of the shareholder or
their respective proxy holders may revoke the consent by a writing received by
the Secretary of the Trust before written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the shareholders without a meeting. This
notice shall be given in the manner specified in Section 4 of this Article II.
In the case of approval of (i) contracts or transactions in which a Trustee has
a direct or indirect

-3-
<PAGE>

financial interest, (ii) indemnification of agents of the Trust, and (iii) a
reorganization of the Trust, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

SECTION 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of
any meeting or to vote or entitled to give consent to action without a meeting,
the Board of Trustees may fix in advance a record date which shall not be more
than ninety (90) days nor less than seven (7) days before the date of any such
meeting as provided in the Declaration of Trust.

If the Board of Trustees does not so fixed a record date:

(a) The record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is
given or if notice is waived, at the close of business on the business day
next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give
consent to action in writing without a meeting, (i) when no prior action by
the Board of Trustees has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action of the Board of
Trustees has been taken, shall be at the close of business on the day on
which the Board of Trustees adopt the resolution relating to that action or
the seventy-fifth day before the date of such other action, whichever is
later.

SECTION 10. PROXIES. Every person entitled to vote for Trustees or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the Trust. A proxy shall be deemed signed if the shareholder's
name is placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it before the vote pursuant to that proxy by a writing
delivered to the Trust stating that the proxy is revoked or by a subsequent
proxy executed by or attendance at the meeting and voting in person by the
person executing that proxy; or (ii) written notice of the death or incapacity
of the maker of that proxy is received by the Trust before the vote pursuant to
that proxy is counted; provided however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy unless otherwise
provided in the proxy. The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of the Massachusetts
Business Corporation Law.

SECTION 11. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the Board of Trustees may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the

-4-
<PAGE>

chairman of the meeting may and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed, as
inspector fails to appear or fails or refuses to act, the chairman of the
meeting may and on the request of any shareholder or a shareholder's proxy,
shall appoint a person to fill the vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum
and the authenticity, validity and effect of proxies;

(b) Receive votes, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.

SECTION 12. ELECTRONIC PROXY, ETC. The placing of a shareholder's name on
a proxy pursuant to telephone or electronically transmitted instructions
obtained pursuant to procedures reasonably designed to verify that such
instructions have been authorized by such shareholder shall constitute execution
of such proxy by or on behalf of such shareholder.

ARTICLE III

TRUSTEES

SECTION 1. POWERS. Subject to the applicable provisions of the
Declaration of Trust and these By-Laws relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the Trust shall be managed and all powers shall be exercised by or
under the direction of the Board of Trustees.

-5-
<PAGE>

SECTION 2. VACANCIES. Vacancies in the Board of Trustees may be filled
by a majority of the remaining Trustees, though less than a quorum, or by a sole
remaining Trustee, unless the Board of Trustees calls a meeting of shareholders
for the purposes of electing Trustees. In the event that at any time less than
a majority of the Trustees holding office at that time were so elected by the
holders of the outstanding voting securities of the Trust, the Board of Trustees
shall forthwith cause to be held as promptly as possible, and in any event
within sixty (60) days, a meeting of such holders for the purpose of electing
Trustees to fill any existing vacancies in the Board of Trustees, unless such
period is extended by order of the United States Securities and Exchange
Commission.

Notwithstanding the above, whenever and for so long as the Trust is a
participant in or otherwise has in effect a Plan under which the Trust may be
deemed to bear expenses of distributing its shares as that practice is described
in Rule 12b-1 under the Investment company Act of 1940, then the selection and
nomination of the Trustees who are not interested persons of the Trust (as that
term is defined in the Investment Company Act of 1940) shall be, and is,
committed to the discretion of such disinterested Trustees.

SECTION 3. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings
of the Board of Trustees may be held at any place within or outside The
Commonwealth of Massachusetts that has been designated from time to time by
resolution of the Board. In the absence of such a designation, regular meetings
shall be held at the principal executive office of the Trust. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, so long as all Trustees participating in the meeting can hear one
another and all such Trustees shall be deemed to be present in person at the
meeting.

SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Trustees
shall be held without call at such time as shall from time to time be fixed by
the Board of Trustees. Such regular meetings may be held without notice.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Trustees
for any purpose or purposes may be called at any time by the chairman of the
board or the president or any vice president or the secretary or any two (2)
Trustees.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail or
telegram, charges prepaid, addressed to each Trustee at that Trustee's address
as it is shown on the records of the Trust. In case the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. In case the notice is delivered personally
or by telephone or to the telegraph company, it shall be given at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated either to the
Trustee or to a person at the office of the Trustee who the person giving the
notice has reason to believe will promptly communicate it to the Trustee. The

-6-
<PAGE>

notice need not specify the purpose of the meeting or the place if the meeting
is to be held at the principal executive office of the Trust.

SECTION 6. QUORUM. A majority of the authorized number of Trustees
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Trustees, subject to the
provisions of the Declaration of Trust. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of Trustees if any action taken is approved by at least a majority of
the required quorum for that meeting.

SECTION 7. WAIVER OF NOTICE. Notice of any meeting need not be given
to any Trustee who either before or after need not be given to any Trustee who
either before or after the meeting signs a written waiver of notice, a consent
to holding the meeting, or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the records of the Trust or made a
part of the minutes of the meeting. Notice of a meeting shall also be deemed
given to any Trustee who attends the meeting without protesting before or at its
commencement the lack of notice to that Trustee.

SECTION 8. ADJOURNMENT. A majority of the Trustees present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

SECTION 9. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given unless the meeting is adjourned
for more than forty-eight (48) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting in the manner specified
in Section 7 of this Article III to the Trustees who were present at the time of
the adjournment.

SECTION 10. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Trustees may be taken without a meeting if a
majority of the members of the Board of Trustees shall individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a majority vote of the Board of
Trustees. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board of Trustees.

SECTION 11. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 12 shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.

-7-
<PAGE>

SECTION 12. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two (2) Trustees personally exercise the powers granted to the
Trustees under this declaration of Trust except as otherwise expressly provided
herein or by resolution of the Board of Trustees.

ARTICLE IV

COMMITTEES

SECTION 1. COMMITTEES OF TRUSTEES. The Board of Trustees may by
resolution adopted by a majority of the authorized number of Trustees designate
one or more committees, each consisting of two (2) or more Trustees, to serve at
the pleasure of the Board. The Board may designate one or more Trustees as
alternate members of any committee who may replace any absent member at any
meeting of the committee. Any committee to the extent provided in the
resolution of the Board, shall have the authority of the Board, except with
respect to:

(a) the approval of any action which under applicable law also
requires shareholders' approval or approval of the outstanding shares, or
requires approval by a majority of the entire Board or certain members of
said Board;

(b) the filling of vacancies on the Board of Trustees or in any
committee;

(d) the amendment or repeal of the Declaration of Trust or of the
By-Laws or the adoption of new By-Laws;

(e) the amendment or repeal of any resolution of the Board of
Trustees which by its express terms is not so amendable or repealable;

(f) a distribution to the shareholders of the Trust, except at a rate
or in a periodic amount or within a designated range determined by the
Board of Trustees; or

(g) the appointment of any other committees of the Board of Trustees
or the members of these committees.

SECTION 2. MEETINGS AND ACTIONS OF COMMITTEES. Meetings and action of
committees shall be governed by and held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Board of Trustees and its members, except

-8-
<PAGE>

that the time of regular meetings of committees may be determined either by
resolution of the Board of Trustees or by resolution of the committee. Special
meetings of committees may also be called by resolution of the Board of
Trustees. Alternate members shall be given notice of meetings of committees and
shall have the right to attend all meetings of committees. The Board of
Trustees may adopt rules for the government of any committee not inconsistent
with the provisions of these By-Laws.

ARTICLE V

OFFICERS

SECTION 1. OFFICERS. The officers of the Trust shall be a president, a
secretary, and a treasurer. The Trust may also have, at the discretion of the
Board of Trustees, a chairman of the board, one or more vice presidents, one or
more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of the Article V. Any number of
offices may be held by the same person.

SECTION 2. ELECTION OF OFFICERS. The officers of the Trust, except
such officers as may appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the Board of Trustees, and each
shall serve at the pleasure of the Board of Trustees, subject to the rights, if
any, of an officer under any contract of employment.

SECTION 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint and
may empower the president to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Board of Trustees may from time to time determine.

SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Board of Trustees at any regular
or special meeting of the Board of Trustees or by the principal executive
officer or by such other officer upon whom such power of removal may be
conferred by the Board of Trustees.

Any officer may resign at any time by giving written notice to the
Trust. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; and unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Trust under any contract to which the officer is a party.

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<PAGE>

SECTION 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
The president may make temporary appointments to a vacant office pending action
by the Board of Trustees.

SECTION 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such
an officer is elected, shall if present preside at meetings of the Board of
Trustees and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Trustees or prescribed by the
By-Laws.

SECTION 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Trustees to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the Trust
and shall, subject to the control of the Board of Trustees, have general
supervision, direction and control of the business and the officers of the
Trust. He shall preside at all meetings of the shareholders and in the absence
of the chairman of the board or if there be none, at all meetings of the Board
of Trustees. He shall have the general powers and duties of management usually
vested in the office of president of a corporation and shall have such other
powers and duties as may be prescribed by the Board of Trustees or these
By-Laws.

SECTION 8. VICE PRESIDENTS. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
Board of Trustees or if not ranked, the executive vice president (who shall be
considered first ranked) and such other vice presidents as shall be designated
by the Board of Trustees, shall perform all the duties of the president and when
so acting shall have all powers of and be subject to all the restrictions upon
the president. The vice presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively
by the Board of Trustees or the president or the chairman of the board or by
these By-Laws.

SECTION 9. SECRETARY. The secretary shall keep or cause to be kept at
the principal executive office of the Trust or such other place as the Board of
Trustees may direct a book of minutes of all meetings and actions of Trustees,
committees of Trustees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.

The secretary shall keep or cause to be kept at the principal executive
office of the Trust or at the office of the Trust's transfer agent or registrar,
a share register or a duplicate share register showing the names of all
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.

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<PAGE>

The secretary shall give or cause to be given notice of all meetings of the
shareholders and of the Board of Trustees required to be given by these By-Laws
or by applicable law and shall have such other powers and perform such other
duties as may be prescribed by the Board of Trustees or by these By-Laws.

SECTION 10. TREASURER. The treasurer shall be the chief financial
officer of the Trust and shall keep and maintain or cause to be kept and
maintained adequate and correct books and records of accounts of the properties
and business transactions of the Trust, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonably times be open to
inspection by any Trustees.

The treasurer shall deposit all monies and other valuables in the name and
to the credit of the Trust with such depositaries as may be designated by the
Board of Trustees. He shall disburse the funds of the Trust as may be ordered
by the Board of Trustees, shall render to the president and Trustees, whenever
they request it, an account of all of his transactions as chief financial
officer and of the financial condition of the Trust and shall have other powers
and perform such other duties as may be prescribed by the Board of Trustees or
these By-Laws.

ARTICLE VI

INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES
AND OTHER AGENTS

SECTION 1. MANDATORY INDEMNIFICATION. (a) Subject to the exceptions
and limitations contained in paragraph (b) below:

(i) every person who is or has been a Trustee, officer, employee or
agent of the Trust (including persons who serve at its request as
directors, officers, employees or trustees of another organization in which
it has any interest, as a shareholder, creditor or otherwise) shall be
indemnified by the Trust against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action,
suit or proceeding in which he becomes involved as a party or otherwise by
virtue of his being or having been a Trustee, officer, employee or agent
and against amounts paid or incurred by him in the settlement thereof;

(ii) the word "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, or other,
including appeals), actual or threatened; and the words "liability" and
"expense" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.

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<PAGE>

(b) No indemnification shall be provided hereunder to a Trustee, officer,
employee or agent:

(i) against any liability to the Trust or the shareholders by reason
of a final adjudication by the court or other body before which the
proceeding was brought that he engaged in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office;

(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust;

(iii) in the event of a settlement involving a payment by a
Trustee, officer, employee or agent or other disposition not involving a
final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in
a payment by a Trustee, officer, employee or agent, unless there has been
either a determination that such Trustee, officer, employee or agent did
not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office by the court
or other body approving the settlement or other disposition or a reasonable
determination, based upon a review of readily available facts (as opposed
to a full trial-type inquire) that he did not engage in such conduct:

(A) by vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in
office act on the matter); or

(B) by written opinion of independent legal counsel.

(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee, officer, employee or agent may now or
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee, officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. Nothing contained herein shall
affect any rights to indemnification to which personnel other than Trustees,
officers, employee and agents may be entitled by contract or otherwise under
law.

(d) Expenses of investigation, preparation and presentation of a defense
to any claim, action, suit, or proceeding of the character described in
paragraph (a) of this Section 1 shall be advance by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 1, provided that either

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<PAGE>

(i) such undertaking is secured by a surety bond or some other
appropriate security of the Trust shall be insured against losses arising
out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.

As used in this Section 1, a "Disinterested Trustee" is one (i) who is not
an "Interested Person" of the Trust as defined in the Investment Company Act of
1940, as amended (including anyone who has been exempted from being an
"Interested Person" by any rule, regulation or order of the United States
Securities and Exchange Commission) and (ii) against whom none of such actions,
suits or other proceedings or another action, suit or other proceeding on the
same or similar grounds is then or had been pending.

SECTION 2. NO PRESUMPTION. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which the person reasonably believed to be in the
best interests of the Trust or that the person had reasonable cause to believe
that the person's conduct was unlawful.

ARTICLE VII

RECORDS AND REPORTS

SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. This Trust
shall keep at its principal executive office or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the Board of Trustees, a record of its shareholders, giving the names and
addresses of all shareholders and the number and series of shares held by each
shareholder.

SECTION 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep
at its principal executive office the original or a copy of these By-Laws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours.

SECTION 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting
books and records and minutes of proceedings of the shareholders and the Board
of Trustees and any committee or committees of the Board of Trustees shall be
kept at such place or places designated by the Board of Trustees or in the
absence of such designation of the principal executive office of the Trust. The
minutes shall be kept in written form and the accounting

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<PAGE>

books and records shall be kept either in written form or in any other form
capable of being converted into written form. The minutes and accounting
books and records shall be open to inspection upon the written demand of any
shareholders or holder of a voting trust certificate at any reasonable time
during usual business hours for a purpose reasonably related to the holder's
interests as a shareholder or as the holder of a voting trust certificate.
The inspection may be made in person or by an agent or attorney and shall
include the right to copy and make extracts.

SECTION 4. INSPECTION BY TRUSTEES. Every Trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

SECTION 5. FINANCIAL STATEMENTS. A copy of any financial statements
and any income statement of the Trust for each quarterly period of each fiscal
year and accompanying balance sheet of the Trust as of the end of each such
period that has been prepared by the Trust shall be kept on file in the
principal executive office of the Trust for at least twelve (12) months and each
such statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to any
such shareholder.

The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accounting engaged by the Trust or the certificate of an authorized officer of
the Trust that the financial statements were prepared without audit from the
books and records of the Trust.

ARTICLE VIII

GENERAL MATTERS

SECTION 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.

SECTION 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Trustees, except as otherwise provided in these By-Laws, may authorize any
officer or officers, agent or agents, to enter into any contract or executive
any instrument in the name of and on behalf of the Trust and this authority may
be general or confined to specific instances; and unless so authorized or
ratified by the Board of Trustees or within the agency power or authority to
bind

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<PAGE>

the Trust by any contract or engagement or to pledge its credit or to render it
liable for any purpose or for any amount.

SECTION 3. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of beneficial interest in any series of the Trust may be issued to a
shareholder upon his request when such shares are fully paid. All certificates
shall be signed in the name of the Trust by the chairman of the board or the
president or vice president and by the treasurer or an assistant treasurer or
the secretary or any assistant secretary, certifying the number of shares and
the series of shares owned by the shareholders. Any or all of the signatures on
the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the Trust with the same
effect as if that person were an officer, transfer agent or registrar at the
date of issue. Notwithstanding the foregoing, the Trust may adopt and use a
system of issuance, recordation and transfer of its shares by electronic or
other means.

SECTION 4. LOST CERTIFICATES. Except as provided in this Section 4, no
new certificates for shares shall be issued to replace an old certificate unless
the latter is surrendered to the Trust and canceled at the same time. The Board
of Trustees may in case any share certificate or certificate for any other
security is lost, stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the board of Trustees may require,
including a provision for indemnification of the Trust secured by a bond or
other adequate security sufficient to protect the Trust against any claim that
may be made against it, including any expense or liability on account of the
alleged loss, theft, or destruction of the certificate or the issuance of the
replacement certificate.

SECTION 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST.
The chairman of the board, the president or any vice president or any other
person authorized by resolution of the Board of Trustees or by any of the
foregoing designated officers, is authorized to vote or represent on behalf of
the Trust any and all shares of any corporation, partnership, trusts, or other
entities, foreign or domestic, standing in the name of the Trust. The authority
granted may be exercised in person or by a proxy duly executed by such
designated person.

SECTION 6. FISCAL YEAR. The fiscal year of the Trust shall be fixed
and refixed or changed from time to time by resolution of the Trustees. The
fiscal year of the Trust shall be taxable year of each Series of the Trust.

ARTICLE IX

AMENDMENTS

SECTION 1. AMENDMENT BY SHAREHOLDERS. These By-Laws may be amended or
repealed by the affirmative vote or written consent of a majority of the
outstanding shares

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<PAGE>

entitled to vote, except as otherwise provided by applicable law or by the
Declaration of Trust or these By-Laws.

SECTION 2. AMENDMENT BY TRUSTEES. Subject to the right of shareholders
as provided in Section 1 of this Article to adopt, amend or repeal By-Laws, and
except as otherwise provided by applicable law or by the Declaration of Trust,
these By-Laws may be adopted, amended, or repealed by the Board of Trustees.

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<PAGE>

EXHIBIT 5.(c)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st
day of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts (the "Trust"), with respect to its series of shares known as THE
ROBERTSON STEPHENS CONTRARIAN FUND (the "Fund"), and ROBERTSON, STEPHENS &
COMPANY INVESTMENT MANAGEMENT, L.P. (the "Adviser").

W I T N E S S E T H

WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged
in the business of supplying investment advice, investment management and
administrative services, as an independent contractor; and

WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, render or make available all
administrative services needed for the management and operation of the Fund, and
shall, as part of its duties hereunder, (i) furnish the Trust with investment
advice, research and recommendations with respect to the investment of the
Fund's assets and the purchase and sale of its portfolio securities, including
the taking of such other steps as may be

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<PAGE>

necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects which the Trust's Board of Trustees may
request, (iii) furnish such office space and personnel as are needed by the
Fund, and (iv) in general superintend and manage the investments of the Fund,
subject to the ultimate supervision and direction of the Trust's Board of
Trustees.

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers (including without limitation
Robertson, Stephens & Company LLC) in conformity with the policy with respect to
brokerage as set forth in the Trust's Registration Statement and the Fund's
Prospectus and Statement of Additional Information or as the Trustees may direct
from time to time. The Adviser shall not execute portfolio transactions for the
account of the Fund with a broker or dealer which is an "affiliated person" (as
defined in the Act) of the Adviser or the Trust, except pursuant to procedures
adopted by the Trustees in accordance with Section 17(e) and Rule l7e-1 under
the Act. The Adviser shall render regular reports to the Trustees of the total
brokerage business placed and the manner in which the allocation has been
accomplished.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more
qualified companies, each of which is registered under the Advisers Act,
provided that the separate costs of employing such companies and of the
companies themselves are borne by the Adviser and not by the Fund.

3. ADVISER IS INDEPENDENT CONTRACTOR. The Adviser shall, for all
purposes herein, be deemed to be an independent contractor, and shall, unless
otherwise expressly provided and authorized, have no authority to act for or
represent the Trust or Fund in any way, or in any way be deemed an agent for the
Trust or Fund. It is expressly understood and agreed that the services to be
rendered by the Adviser to the Trust and Fund under the provisions of this
Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.

4. RESPONSIBILITIES AND PERSONNEL OF ADVISER. The Adviser agrees to
use its best efforts the furnishing of investment advice, research and
recommendations to the Fund, in the preparation of reports and information, and
in the management of the Fund's assets, all pursuant to this Agreement, and for
this purpose the Adviser shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Adviser shall be deemed to include
persons employed or retained by the Adviser to furnish statistical, research,
and other factual information, advice regarding economic factors and

2
<PAGE>

trends, information with respect to technical and scientific developments, and
such other information, advice and assistance as the Adviser may desire and
request.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time to
time furnish to the Adviser detailed statements of the portfolio investments and
assets of the Fund and information as to its' investment objectives and needs,
and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses in
connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees who are "interested persons" of
the Trust (as defined in the Act).

(b) The Trust shall bear all expenses of the Fund's organization
operations, and business not specifically assumed or agreed to be paid by the
Adviser provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Trust on behalf of the Fund and out of the
Fund's assets shall pay:

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the transfer,
receipt, safekeeping, servicing and accounting for the cash, securities,
and other property of the Fund, including without limitation all charges of
depositories, custodians, and other agents, if any;

(B) SHAREHOLDER SERVICING. All expenses of maintaining and
servicing shareholder accounts, including all charges for transfer,
shareholder recordkeeping, dividend disbursing, redemption, and other
agents for the benefit of the Fund;

(C) BOOKS AND RECORDS. All costs and expenses associated with
maintenance of the Fund's books of account and records as required by
the Act;

(D) SHAREHOLDER COMMUNICATIONS. All expenses of preparing,
printing and distributing reports and other communications to
shareholders;

(E) SHAREHOLDER-MEETINGS. All fees and expenses incidental to
holding meetings of shareholders, including without limitation the
printing of notices and proxy material, and proxy solicitation
therefor, provided that the Adviser shall be responsible for and
assume all expenses and fees with respect

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<PAGE>

to meetings of the Fund's shareholders held solely for the benefit of the
Adviser;

(F) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All
expenses of preparing and printing of annual or more frequent
revisions of the Prospectus and Statement of Additional Information
relating to the offering of Fund's shares and of mailing them to
shareholders;

(G) PRICING. All expenses of computing the Fund's net asset
value per share, including without limitation the cost of any
equipment or services used for obtaining price quotations;

(H) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

(I) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

(J) TRUSTEES' FEES AND EXPENSES. All compensation of trustees,
other than those who are interested persons of or affiliated with the
Adviser, and all expenses incurred in connection with their service
and meetings;

(K) FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust under the
Act and the registration of Fund shares under the Securities Act of
1933, as amended (the "l933 Act"), including without limitation all
fees and expenses incurred in connection with the preparation,
printing, and filing of any registration statement, Prospectus and
Statement of Additional Information under the 1933 Act or the Act, and
any amendments or supplements thereto that may be made from time to
time;

(L) STATE REGISTRATION FEES. All fees and expenses (including,
without limitation the compensation of personnel who may be employed
by the Adviser or an affiliate) of qualifying and maintaining
qualification of the Trust and of the Fund shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Trust under all other laws
applicable to the Trust or its business activities (including without
limitation registering the Trust as a broker-dealer, or any officer of
the Trust or any person as agent or salesman of the Trust in any
state);

(M) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred
in connection with the issue, redemption, and transfer of Fund shares,
including

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<PAGE>

without limitation the expense of confirming all Fund share transactions,
and of preparing and transmitting the Fund's share certificates;

(N) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(0) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(P) TAXES. All taxes or governmental fees payable by or with
respect of the Trust or Fund to federal, state, or other governmental
agencies, domestic or foreign, including without limitation stamp or
other transfer taxes;

(Q) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

(R) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(S) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

(T) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring
expenses as may arise, including without limitation the costs of
actions, suits, or proceedings to which the Trust on behalf of the
Fund is a party and the expenses the Trust on behalf of the Fund may
incur as a result of its legal obligation to provide indemnification
to its officers, trustees, and agents.

(c) With respect to other series of shares of the Trust, the Fund
shall only be responsible for expenses directly attributable to it and its
operations and such other costs and expenses of the Trust as the Board of
Trustees may by resolution or otherwise direct.

7. REIMBURSEMENT FOR ADVANCED COSTS AND EXPENSES. To the extent the
Adviser incurs any costs or performs any services which are an obligation of the
Trust or the Fund, as set forth herein, the Trust on behalf of the Fund and out
of the Fund's assets shall promptly reimburse the Adviser for such costs and
expenses. To the extent the services for which the Fund is obligated to pay are
performed by the Adviser, the Adviser shall be entitled to recover from the Fund
only to the extent of its actual costs for such services.

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<PAGE>

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's assets
agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.50% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month by
the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the number of
calendar days in the month. If this Agreement is terminated prior to the end of
any month, the fee to the Adviser shall be payable within ten 10 days after the
date of termination.

(c) To the extent that the gross operating costs and expenses of the
Fund (excluding any interest, taxes, brokerage commissions, distribution fees
paid pursuant to the Distribution Plan pursuant to Rule 12b-1, and, with the
prior written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund or waive its compensation
hereunder for the amount of such excess.

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that neither it
nor any of its officers or employees shall take any short position in the shares
of the Fund. This prohibition shall not prevent the purchase of such shares by
any of the officers and Trustees or employees of the Adviser or any trust,
pension, profit-sharing or other benefit plan for such persons or affiliates
thereof, at a price not less than the net asset value thereof at the time of
purchase, as allowed pursuant to rules promulgated under the Act.

10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF TRUST.
Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Agreement and Declaration of Trust or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the Trust and
Fund.

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<PAGE>

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Trust, the Fund or to any shareholder of the Fund for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security by the Fund.

(b) No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on behalf of the Trustees
of the Trust as Trustees, and not individually, and that the obligations arising
out of this Agreement 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. The Adviser acknowledges that it has received notice of and accepts
the limitations of liability as set forth in the Agreement and Declaration of
Trust of the Trust. The Adviser agrees that the Trust's obligations hereunder
shall be limited to the Fund and to its assets, and that the Adviser or any
affiliated or related party shall not seek satisfaction of any such obligation
from any shareholder of the Fund nor from any trustee, officer, employee or
agent of the Trust.

12. TERM AND RENEWAL. This Agreement shall remain in effect for a period
of two (2) years from the date hereof, unless sooner terminated in accordance
with Paragraph 13 hereof, and shall continue in effect from year to year
thereafter so long as such continuation is approved at least annually by (i) the
Board of Trustees of the Trust or by the vote of a majority of the outstanding
voting securities of the Fund, and (ii) the vote of a majority of the Trustees
of the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting for the purpose of voting on such
approval.

13. TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Trustees of the Trust or by a vote of a
majority of its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

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<PAGE>

15. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule, or otherwise, the remainder of
this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease of
reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all as of the day
and year first above written.

ROBERTSON STEPHENS INVESTMENT TRUST

/s/ Terry R. Otton
---------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/s/ George R. Hecht
---------------------------------
President

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EXHIBIT 5.(d)

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ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st
day of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts (the "Trust"), with respect to its series of shares known as THE
ROBERTSON STEPHENS DEVELOPING COUNTRIES FUND (the "Fund"), and ROBERTSON,
STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. (the "Adviser").

W I T N E S S E T H

WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the
Adviser, and the Adviser hereby accepts such employment, to render investment
advice and investment management services with respect to the assets of the
Fund, consistent with the investment objectives and policies of the Fund and
subject to the supervision and direction of the Trust's Board of Trustees. The
Adviser shall, except as otherwise provided for herein, render or make available
all administrative services needed for the management and operation of the Fund,
and shall, as part of its duties hereunder (i) furnish the Trust with investment
advice, research and recommendations with respect to the investment of the
Fund's assets and the purchase and sale of its portfolio securities, including
the taking of such other steps as may be necessary to implement such advice and
recommendations, (ii) furnish the Trust and Fund with

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reports, statements and other data on securities, economic conditions and other
pertinent subjects which the Trust's Board of Trustees may request, (iii)
furnish such office space and personnel as are needed by the Fund, and (iv) in
general superintend and manage the investments of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees.

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers (including, without limitation,
Robertson, Stephens & Company LLC) in conformity with the policy with respect to
brokerage as set forth in the Trust's Registration Statement and the Fund's
Prospectus and Statement of Additional Information, or as the Trustees may
otherwise direct from time to time. The Adviser shall not execute portfolio
transactions for the account of the Fund with a broker or dealer which is an
"affiliated person" (as defined in the Act) of the Adviser or the Trust, or with
an affiliated person of such a person, except pursuant to procedures adopted by
the Trustees in accordance with Section 17(e) and Rule 17e-1 under the Act.
The Adviser shall render regular reports to the Trustees of the total brokerage
business placed and the manner in which the allocation has been accomplished.

(c) In all matters relating to the performance of this
Agreement, the Adviser will act in conformity with the Trust's Declaration of
Trust, By-Laws and Registration Statement, the Fund's current Prospectus and
Statement of Additional Information and all procedures adopted by the Trust's
Board of Trustees from time to time, and will conform to and comply with all
applicable requirements of the Investment Company Act of 1940, as amended, the
rules and regulations thereunder, and all other applicable Federal or state laws
and regulations.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Advisers Act, provided that the separate costs of employing such companies and
of the companies themselves are borne by the Adviser and not by the Fund.

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4. RESPONSIBILITIES AND PERSONNEL OF ADVISER. The Adviser agrees to
use its best efforts in the furnishing of investment advice, research and
recommendations to the Fund, in the preparation of reports and information, and
in the management of the Fund's assets, all pursuant to this Agreement, and for
this purpose the Adviser shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Adviser shall be deemed to include
persons employed or retained by the Adviser to furnish statistical, research,
and other factual information, advice regarding economic factors and trends,
information with respect to technical and scientific developments, and such
other information, advice and assistance as the Adviser may desire and request.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it,
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees who are "interested persons" of
the Trust (as defined in the Act).

(b) The Trust shall bear all expenses of the Fund's
organization, operations, and business not specifically assumed or agreed to be
paid by the Adviser as provided in this Agreement. In particular, but without
limiting the generality of the foregoing, the Trust on behalf of the Fund and
out of the Fund's assets shall pay:

i. CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including, without
limitation, all charges of depositories, custodians, and other agents,
if any;

ii. SHAREHOLDER SERVICING. All expenses of maintaining and
servicing shareholder accounts, including all charges for transfer,
shareholder recordkeeping, dividend disbursing, redemption, and other
agents for the benefit of the Fund;

iii. BOOKS AND RECORDS. All costs and expenses associated
with the maintenance of the Fund's books of account and records as
required by the Act;

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iv. SHAREHOLDER COMMUNICATIONS. All expenses of preparing,
printing, and distributing reports and other communications to
shareholders;

v. SHAREHOLDER MEETINGS. All fees and expenses incidental
to holding meetings of shareholders, including, without limitation,
the printing of notices and proxy material, and proxy solicitation
therefor, provided that the Adviser shall be responsible for and
assume all expenses and fees with respect to meetings of the Fund's
shareholders held solely for the benefit of the Adviser;

vi. PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION.
All expenses of preparing and printing of annual or more frequent
revisions of the Prospectus and Statement of Additional Information
relating to the offering of Fund's shares and of mailing them to
shareholders;

vii. PRICING. All expenses of computing the Fund's net asset
value per share, including, without limitation, the cost of any
equipment or services used for obtaining price quotations;

viii. COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

ix. LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

x. TRUSTEES' FEES AND EXPENSES. All compensation of
trustees, other than those who are interested persons of or affiliated
with the Adviser, and all expenses incurred in connection with their
service and meetings;

xi. FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust under the
Act and the registration of Fund shares under the Securities Act of
1933, as amended (the "1933 Act"), including, without limitation, all
fees and expenses incurred in connection with the preparation,
printing, and filing of any registration statement, Prospectus and
Statement of Additional Information under the 1933 Act or the Act, and
any amendments or supplements thereto that may be made from time to
time;

xii. STATE REGISTRATION FEES. All fees and expenses
(including, without limitation, the compensation of personnel who may
be employed by the Adviser or an affiliate) of qualifying and
maintaining qualification of the Trust and of the Fund shares for sale
under securities laws of various states or jurisdictions, and of
registration and qualification of the Trust under all other laws
applicable

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to the Trust or its business activities (including, without
limitation, registering the Trust as a broker-dealer, or any officer
of the Trust or any person as agent or salesman of the Trust in any
state);

xiii. ISSUE AND REDEMPTION OF TRUST SHARES. All expenses
incurred in connection with the issue, redemption, and transfer of
Fund shares, including, without limitation, the expense of confirming
all Fund share transactions, and of preparing and transmitting the
Fund's share certificates;

xiv. BONDING AND INSURANCE. All expenses of bond, liability,
and other insurance coverage required by law or deemed advisable by
the Board of Trustees;

xv. BROKERAGE COMMISSIONS. All brokerage commissions and
other charges and expenses incident to the purchase, sale, or lending
of the Fund's portfolio securities;

xvi. TAXES. all taxes or governmental fees payable by or with
respect of the Trust or Fund to federal, state, or other governmental
agencies, domestic or foreign, including, without limitation, stamp or
other transfer taxes;

xvii. TRADE ASSOCIATION FEES. All fees, dues, and other
expenses incurred in connection with the Trust's membership in any
trade association or other investment organization;

xviii. INTEREST. All interest which may accrue and be payable as
a result of the Fund's activities;

xix. STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

xx. NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring expenses as may arise, including, without limitation, the
costs of actions, suits, or proceedings to which the Trust on behalf
of the Fund is a party and the expenses the Trust on behalf of the
Fund may incur as a result of its legal obligation to provide
indemnification to its officers, trustees, and agents.

(c) With respect to other series of shares of the Trust, the
Fund shall only be responsible for expenses directly attributable to it and its
operations and for such other costs and expenses of the Trust as the Board of
Trustees may be resolution or otherwise direct.

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8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.25% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each
month by the Trust on behalf of the Fund and paid to the Adviser on the first
business day of the succeeding month. The initial monthly fee under this
Agreement shall be payable on the first business day of the first month
following the effective date of this Agreement. The fee to the Adviser shall be
prorated for the portion of any month in which this Agreement is in effect which
is not a complete month according to the proportion which the number of calendar
days in the month during which the Agreement is in effect bears to the number of
calendar days in the month. If this Agreement is terminated prior to the end of
any month, the fee to the Adviser shall be payable within ten (10) days after
the date of termination.

(c) To the extent that the gross operating costs and expenses
of the Fund (excluding any interest, taxes, brokerage commissions, distribution
fees paid pursuant to the Distribution Plan pursuant to Rule 12b-1, and, with
the prior written approval of any state securities commission requiring same,
any extraordinary expenses, such as litigation), exceed the most stringent
expense limitation requirement of the states in which shares of the Fund are
qualified for sale, the Adviser shall reimburse the Fund or waive its
compensation hereunder for the amount of such excess.

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

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(b) No provision of this Agreement shall be construed to
protect any Trustee or officer of the Trust or director or of officer of the
Adviser from liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

12. TERM AND RENEWAL. This Agreement shall remain in effect for a
period of two (2) years from the date hereof, unless sooner terminated in
accordance with Paragraph 13 hereof, and shall continue in effect from year to
year thereafter so long as such continuation is approved at least annually by
(a) the Board of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Fund, and (b) the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting for the purpose of voting
on such approval.

13. TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of its outstanding voting securities, upon sixty (60) days'
prior written notice to the Adviser, and by the Adviser upon sixty (60) days'
prior written notice to the Trust. This Agreement shall also terminate in the
event of any transfer or assignment thereof, as defined in the Act.

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14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

/S/ Terry R. Otton
----------------------------
Treasurer

ROBERTSON, STEPHENS &
COMPANY INVESTMENT
MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/S/ George R. Hecht
----------------------------
President

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EXHIBIT 5.(e)

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ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of The Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
DIVERSIFIED GROWTH FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objective and policies of the Fund and subject to
the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects in respect of the investment management
of the Fund which the Trust's Board of Trustees may request, and (iii) in
general superintend and manage the investments of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees.

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2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Investment Advisers Act of 1940, as amended, provided that the separate costs of
employing such companies and of the companies themselves are borne by the
Adviser and not by the Fund.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also

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pay (i) all compensation, if any, to the executive officers of the Fund and
their related expenses and (ii) all compensation, if any, and out-of-pocket
expenses of the Trust's trustees, who are "interested persons" of the Trust (as
defined in the Act).

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

(D) SHAREHOLDER MEETINGS. All fees and expenses incidental to
holding meetings of shareholders, including the printing of notices
and proxy material, and proxy solicitation therefor, provided that the
Adviser shall be responsible for and assume all expenses and fees with
respect to meetings of the Fund's shareholders held solely for the
benefit of the Adviser;

(E) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All
expenses of preparing and printing of annual or more frequent
revisions of the Prospectus and Statement of Additional Information
relating to the offering of the Fund's shares and of mailing them to
shareholders;

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

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(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

(I) TRUSTEES' FEES AND EXPENSES. All compensation of trustees,
other than those who are interested persons of or affiliated with the
Adviser, and all expenses incurred in connection with their service
and meetings;

(J) FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust under the
Act and the registration of Fund shares under the Securities Act of
1933, as amended (the "1933 Act"), including all fees and expenses
incurred in connection with the preparation, printing and filing of
any registration statement, Prospectus and Statement of Additional
Information under the 1933 Act or the Act, and any amendments or
supplements thereto that may be made from time to time;

(K) STATE REGISTRATION FEES. All fees and expenses (including
the compensation of personnel who may be employed by the Adviser or an
affiliate) of qualifying and maintaining qualification of the Trust
and of the Fund shares for sale under securities laws of various
states or jurisdictions, and of registration and qualification of the
Trust under all other laws applicable to the Trust or its business
activities (including registering the Trust as a broker-dealer, or any
officer of the Trust or any person as agent or salesman of the Trust
in any state);

(L) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred
in connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all Fund share transactions, and
of preparing and transmitting the Fund's share certificates;

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(O) TAXES. All taxes or governmental fees payable by or in
respect of the Trust or Fund to federal, state, or other governmental
agencies, domestic or foreign, including stamp or other transfer
taxes;

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(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

(S) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring
expenses as may arise, including the costs of actions, suits, or
proceedings to which the Trust on behalf of the Fund is a party and
the expenses the Trust on behalf of the Fund may incur as a result of
its legal obligation to provide indemnification to its officers,
trustees, and agents.

(c) In the event that the Trust offers other series of its
shares in the future, then the Fund shall only be responsible for expenses
directly attributable to it and its operations and for such other costs and
expenses of the Trust as the Board of Trustees may by resolution or otherwise
direct.

7. REIMBURSEMENT FOR ADVANCED COSTS AND EXPENSES. To the extent the
Adviser incurs any costs or performs any services which are an obligation of the
Trust or Fund, as set forth herein, the Trust on behalf of the Fund and out of
the Fund's assets shall promptly reimburse the Adviser for such costs and
expenses. To the extent the services for which the Fund is obligated to pay are
performed by the Adviser, the Adviser shall be entitled to recover from the Fund
only to the extent of its actual costs for such services.

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month.

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If this Agreement is terminated prior to the end of any month, the fee to the
Adviser shall be payable within ten (10) days after the date of termination.

(c) The Adviser may reduce or waive any portion of the
compensation due to it hereunder, or for reimbursement of expenses by the Trust
pursuant to Paragraph 7 of this Agreement, and any such reduction or waiver
shall be applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.

(d) The Adviser may agree not to require payment of any portion
of the compensation or reimbursement of expenses otherwise due to it pursuant to
this Agreement prior to the time such compensation or reimbursement has accrued
as a liability of the Trust. Any such agreement shall be applicable only with
respect to the specific items covered thereby and shall not constitute an
agreement not to require payment of any future compensation or reimbursement due
to the Adviser hereunder.

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

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<PAGE>

the Fund for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security by the Fund.

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

12. TERM AND RENEWAL. This Agreement shall remain in effect for a
period of two (2) years, unless sooner terminated in accordance with Paragraph
13 hereof, and shall continue in effect from year to year thereafter so long as
such continuation is approved at least annually by (i) the Board of Trustees of
the Trust or by the vote of a majority of the outstanding voting securities of
the Fund, and (ii) the vote of a majority of the Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party, cast in
person at a meeting for the purpose of voting on such approval.

13. TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of the Fund's outstanding voting securities, upon sixty (60)
days' written notice to the Adviser, and by the Adviser upon sixty (60) days'
written notice to the Trust. This Agreement shall also terminate in the event
of any transfer or assignment thereof, as defined in the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

-7-
<PAGE>

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT TRUST

/s/ Terry R. Otton
--------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/s/ George R. Hecht
--------------------------------
President

-8-

<PAGE>

EXHIBIT 5.(f)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st
day of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts (the "Trust"), with respect to its initial, series of shares also
known as ROBERTSON STEPHENS EMERGING GROWTH FUND (the "Fund"), and ROBERTSON
STEPHENS INVESTMENT MANAGEMENT, INC., a corporation organized and existing under
the laws of the State of Delaware (the Adviser").

W I T N E S S E T H :

WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

WHEREAS, the Adviser seeks to be and has filed such documents as are
necessary to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the
business of supplying investment advice, investment management and
administrative services, as an independent contractor; and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto, mutually agree as follows:

1
<PAGE>

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determination with or
through such persons, brokers or dealers (including Robertson, Stephens &
Company LLC) in conformity with the policy with respect to brokerage as set
forth in the Trust's Registration Statement and the Fund's Private Placement
Memorandum, Prospectus and Statement of Additional Information or as the
Trustees may direct from time to time. The Adviser shall not execute portfolio
transactions for the account of the Fund with a broker or dealer which is an
"affiliated person" (as defined in the Act) of the Adviser or the Trust, except
pursuant to procedures adopted by the Trustees in accordance with Rule 17e-l
under the Act. The Adviser shall render regular reports to the Trustees of the
total brokerage business placed and the manner in which the allocation has been
accomplished.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Advisers Act, provided that the separate costs of employing such companies and
of the companies themselves are borne by the Adviser And not by the Fund.

2
<PAGE>

trends, information with respect to technical and scientific developments, and
such other information, advice and assistance as the Adviser may desire and
request.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees, who are "interested persons" of
the Trust (as defined in the Act).

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
cash, securities, and other property of the Fund, including all
charges, of depositories, custodians, and other agents, if any;

(B) SHAREHOLDER SERVICING. All expenses of maintaining and
servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund;

(C) BOOKS AND RECORDS. All costs and expenses associated
with the maintenance of the Fund's books of account and records
as required by the Act;

(D) SHAREHOLDER COMMUNICATIONS. All expenses of preparing,
printing, and distributing reports and other communications to
shareholders;

(E) SHAREHOLDER MEETINGS. All fees and expenses incidental
to holding meetings of shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor,
provided that the Adviser shall be responsible for and assume all
expenses and fees with

3
<PAGE>

respect to meetings of the Fund's shareholders held solely for the
benefit of the Adviser;

(F) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION.
All expenses of preparing and printing of annual or more frequent
revisions of the Private Placement Memorandum, Prospectus and
Statement of Additional Information relating to the offering of
Fund's shares and of mailing them to shareholders;

(G) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(H) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust
and the custodian, transfer agent or any other agent selected by
the Trust;

(I) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges
for services and expenses of the Trust's legal counsel and
independent auditors for the benefit of the Trust;

(J) TRUSTEES' FEES AND EXPENSES. All compensation of
trustees, other than those who are interested persons of or
affiliated with the Adviser, and all expenses incurred in
connection with their service and meetings;

(K) FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust under
the Act and the registration of Fund shares under the Securities
Act of 1933, as amended (the "1933 Act"), including all fees and
expenses incurred in connection with the preparation, printing,
and filing of any registration statement, Prospectus and
Statement of Additional Information under the 1933 Act or the
Act, and any amendments or supplements thereto that may be made
from time to time;

(L) STATE REGISTRATION FEES. All fees and expenses
(including the compensation of personnel who may be employed by
the Adviser or an affiliate) of qualifying and maintaining
qualification of the Trust and of the Fund shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Trust under all other laws
applicable to the Trust or its business activities (including
registering the Trust as a broker-dealer, or any officer of the
Trust or any person as agent or salesman of the Trust in any
state);

4
<PAGE>

(M) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses
incurred in connection with the issue, redemption, and transfer
of Fund shares, including the expense of confirming all Fund
share transactions, and of preparing and transmitting the Fund's
share certificates;

(N) BONDING AND INSURANCE. All expenses of bond,
liability, and other insurance coverage required by law or deemed
advisable by the Board of Trustees;

(0) BROKERAGE COMMISSIONS. All brokerage commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;

(P) TAXES. All taxes or governmental fees payable by or
with respect of the Trust or Fund to federal, state, or other
governmental agencies, domestic or foreign, including stamp or
other transfer taxes;

(Q) TRADE ASSOCIATION FEES. All fees, dues, and other
expenses incurred in connection with the Trust's membership in
any trade association or other investment organization;

(R) DISTRIBUTION FEES. Fees and expenses incurred with
respect to the distribution of the Fund's shares pursuant to the
Distribution Plan pursuant to Rule 12b-1 between the Trust with
respect to the Fund and Robertson, Stephens & Company LLC;

(S) INTEREST. All interest which may accrue and be payable
as a result of the Fund's activities;

(T) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above;
and

(U) NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Trust on behalf of
the Fund is a party and the expenses the Trust on behalf of the
Fund may incur as a result of its legal obligation to provide
indemnification to its officers, trustees, and agents.

(c) In the event that the Trust offers other series of its
shares in the future, then the Fund shall only be responsible for expenses
directly attributable to it and its

5
<PAGE>

operations and for such other costs and expenses of the Trust as the Board of
Trustees may by resolution or otherwise direct.

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum, of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of the Adviser's registration as an investment adviser under the Advisers
Act. The fee to the Adviser shall be prorated for the portion of any month in
which this Agreement is in effect which is not a complete month according to the
proportion which the number of calendar days in the month during which the
Agreement is in effect bears to the number of calendar days in the month. If
this Agreement is terminated prior to the end of any month, the fee to the
Adviser shall be payable within ten (10) days after the date of termination.

(c) To the extent that the gross operating costs and expenses of
the Fund (excluding any interest, taxes, brokerage commissions, distribution
fees paid pursuant to the Distribution Plan pursuant to Rule 12b-1, and, with
the prior written approval of any state securities commission requiring same,
any extraordinary expenses, such as litigation), exceed the most stringent
expense limitation requirement of' the states in which shares of the Fund are
qualified for sale, the Adviser shall reimburse the Fund for the amount of such
excess.

(d) The Adviser may waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such waiver shall be applicable only with
respect to the specific items waived and shall not constitute a waiver of any
future compensation or reimbursement due to the Adviser hereunder.

6
<PAGE>

employees of the Adviser or any trust, pension, profit-sharing or other benefit
plan for such persons or affiliates thereof, at a price not less than the net
asset value thereof at the time of purchase, as allowed pursuant to rules
promulgated under the Act.

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has
received notice of and accepts the limitations of liability as set forth in the
Agreement and Declaration of Trust of the Trust. The Adviser agrees that the
Trust's obligations hereunder shall be limited to the Fund and to its assets,
and that the Adviser or any affiliated or related party shall not seek
satisfaction of. any such obligation from any shareholder of the Fund nor from
any trustee, officer, employee or agent of the Trust.

12. TERM AND RENEWAL. This Agreement shall remain in effect for a
period of two years, unless sooner terminated in accordance with Paragraph 13
hereof, and shall continue in effect from year to year thereafter so long as
such continuation is approved at least annually by (i) the Board of Trustees of
the Trust or by the vote of a majority of the outstanding voting securities of
the Fund, and (ii) the vote of a majority of the Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party, cast in
person at a meeting for the purpose of voting on such approval.

13. TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of its

7
<PAGE>

outstanding voting securities, upon sixty (60) days' written notice to the
Adviser, and by the Adviser upon sixty (60) days' written notice to the Trust.
This Agreement shall also terminate in the event of any transfer or assignment
thereof, as defined in the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons' shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS
INVESTMENT TRUST

/S/ Terry R. Otton
---------------------------------
Treasurer

ROBERTSON STEPHENS
INVESTMENT MANAGEMENT, INC.

By: Bayview Holdings, Inc.,
General Partner

/S/ George R. Hecht
---------------------------------
President

<PAGE>

EXHIBIT 5.(g)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
GLOBAL LOW-PRICED STOCK FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objective and policies of the Fund and subject to
the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects in respect of the investment management
of the Fund which the Trust's Board of Trustees may request, and (iii) in
general superintend and manage the investments of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees.

1
<PAGE>

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Investment Advisers Act of 1940, as amended, provided that the separate costs of
employing such companies and of the companies themselves are borne by the
Adviser and not by the Fund.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also

2
<PAGE>

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

3
<PAGE>

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

4
<PAGE>

(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month.

5
<PAGE>

If this Agreement is terminated prior to the end of any month, the fee to the
Adviser shall be payable within ten (10) days after the date of termination.

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

6
<PAGE>

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

13. TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of its outstanding voting securities, upon sixty (60) days'
written notice to the Adviser, and by the Adviser upon sixty (60) days' written
notice to the Trust. This Agreement shall also terminate in the event of any
transfer or assignment thereof, as defined in the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

7
<PAGE>

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

/S/ Terry R. Otton
-------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/S/ George R. Hecht
-------------------------------
President

<PAGE>

EXHIBIT 5.(h)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
GLOBAL NATURAL RESOURCES FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objective and policies of the Fund and subject to
the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects in respect of the investment management
of the Fund which the Trust's Board of Trustees may request, and (iii) in
general superintend and manage the investments of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees.

1
<PAGE>

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Investment Advisers Act of 1940, as amended, provided that the separate costs of
employing such companies and of the companies themselves are borne by the
Adviser and not by the Fund.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also

2
<PAGE>

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

3
<PAGE>

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

4
<PAGE>

(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month.

5
<PAGE>

If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

6
<PAGE>

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

13. TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of its outstanding voting securities, upon sixty (60) days'
written notice to the Adviser, and by the Adviser upon sixty (60) days' written
notice to the Trust. This Agreement shall also terminate in the event of any
transfer or assignment thereof, as defined in the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

7
<PAGE>

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

/S/ Terry R. Otton
----------------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc., General Partner

/S/ George R. Hecht
----------------------------------------
President

<PAGE>

EXHIBIT 5.(i)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of The Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
GLOBAL VALUE FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objective and policies of the Fund and subject to
the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects in respect of the investment management
of the Fund which the Trust's Board of Trustees may request, and (iii) in
general superintend and manage the investments of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees.

<PAGE>

with the policy with respect to brokerage as set forth in the Trust's
Registration Statement and the Fund's Prospectus and Statement of Additional
Information or as the Trustees may direct from time to time.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Investment Advisers Act of 1940, as amended, provided that the separate costs of
employing such companies and of the companies themselves are borne by the
Adviser and not by the Fund.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees, who are "interested persons" of
the Trust (as defined in the Act).

-2-
<PAGE>

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

-3-
<PAGE>

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

-4-
<PAGE>

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.

(c) The Adviser may reduce or waive any portion of the
compensation due to it hereunder, or for reimbursement of expenses by the Trust
pursuant to

-5-
<PAGE>

Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.

-6-
<PAGE>

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and the
obligations arising out of this Agreement 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. The Adviser acknowledges that it has received notice
of and accepts the limitations of liability as set forth in the Agreement and
Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

-7-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT TRUST

/s/ Terry R. Otton
----------------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/s/ George R. Hecht
----------------------------------------
President

-8-

<PAGE>

EXHIBIT 5.(j)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
GROWTH & INCOME FUND(the "Fund"), and ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., a limited partnership formed and existing under the laws of
the State of Delaware (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

WHEREAS, the Adviser seeks to be and has filed such documents as are
necessary to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the
business of supplying investment advice and investment management, as an
independent contractor; and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects in respect of the

<PAGE>

investment management of the Fund which the Trust's Board of Trustees may
request, and (iii) in general superintend and manage the investments of the
Fund, subject to the ultimate supervision and direction of the Trust's Board of
Trustees.

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers (including Robertson, Stephens &
Company LLC) in conformity with the policy with respect to brokerage as set
forth in the Trust's Registration Statement and the Fund's Prospectus and
Statement of Additional Information or as the Trustees may direct from time to
time. The Adviser shall not execute portfolio transactions for the account of
the Fund with a broker or dealer which is an "affiliated person" (as defined in
the Act) of the Adviser or the Trust, except pursuant to procedures adopted by
the Trustees in accordance with Rule 17e-1 under the Act. The Adviser shall
render regular reports to the Trustees of the total brokerage business placed
and the manner in which the allocation has been accomplished.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Advisers Act, provided that the separate costs of employing such companies and
of the companies themselves are borne by the Adviser and not by the Fund.

-2-
<PAGE>

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees, who are "interested persons" of
the Trust (as defined in the Act).

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

-3-
<PAGE>

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

(L) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses,
incurred in connection with the issue, redemption, and transfer of
Fund shares, including the expense of confirming all Fund share
transactions, and of preparing and transmitting the Fund's share
certificates;

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

-4-
<PAGE>

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

-5-
<PAGE>

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.

(c) To the extent that the gross operating costs and expenses of
the Fund (excluding any interest, taxes, brokerage commissions, and, with the
prior written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund or waive its compensation
hereunder for the amount of such excess.

(d) The Adviser may reduce or waive any portion of the
compensation due to it hereunder, or for reimbursement of expenses by the Trust
pursuant to Paragraph 7 of this Agreement, and any such reduction or waiver
shall be applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. The compensation payable to the Adviser under this Agreement
will be reduced to the extent required under the most stringent expense
limitation applicable to the Fund imposed by any state in which shares of the
Fund are qualified for sale. Any such reduction will be agreed to prior to
accrual of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis. Any fee withheld pursuant to this paragraph from
the Adviser shall be reimbursed by the Trust to the Adviser in the first fiscal
year or the second fiscal year next succeeding the fiscal year of the
withholding to the extent permitted by the applicable state law if the aggregate
expenses for the next succeeding fiscal year or second succeeding fiscal year do
not exceed the applicable state limitation or any more restrictive limitation to
which the Adviser has agreed.

(e) The Adviser may agree not to require payment of any portion
of the compensation or reimbursement of expenses otherwise due to it pursuant to
this Agreement prior to the time such compensation or reimbursement has accrued
as a liability of the Trust. Any such agreement shall be applicable only with
respect to the specific items covered thereby and shall not constitute an
agreement not to require payment of any future compensation or reimbursement due
to the Adviser hereunder.

-6-
<PAGE>

persons or affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules promulgated under
the Act.

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director of officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

-7-
<PAGE>

Adviser upon sixty (60) days' written notice to the Trust. This Agreement shall
also terminate in the event of any transfer or assignment thereof, as defined in
the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS
INVESTMENT TRUST

/S/ Terry R. Otton
-----------------------------------------
Treasurer

ROBERTSON, STEPHENS
& COMPANY INVESTMENT
MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/S/ George. R. Hecht
-----------------------------------------
President

-8-

<PAGE>

EXHIBIT 5.(k)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
INFORMATION AGE FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objective and policies of the Fund and subject to
the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects in respect of the investment management
of the Fund which the Trust's Board of Trustees may request, and (iii) in
general superintend and manage the investments of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees.

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such

<PAGE>

persons, brokers or dealers (including Robertson, Stephens & Company LLC) in
conformity with the policy with respect to brokerage as set forth in the Trust's
Registration Statement and the Fund's Prospectus and Statement of Additional
Information or as the Trustees may direct from time to time.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Investment Advisers Act of 1940, as amended, provided that the separate costs of
employing such companies and of the companies themselves are borne by the
Adviser and not by the Fund.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

-2-
<PAGE>

expenses and (ii) all compensation, if any, and out-of-pocket expenses of the
Trust's trustees, who are "interested persons" of the Trust (as defined in the
Act).

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

-3-
<PAGE>

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

-4-
<PAGE>

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.

(c) The Adviser may reduce or waive any portion of the
compensation due to it hereunder, or for reimbursement of expenses by the Trust
pursuant to

-5-
<PAGE>

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.

-6-
<PAGE>

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

13. TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of its outstanding voting securities, upon sixty (60) days'
written notice to the Adviser, and by the Adviser upon sixty (60) days' written
notice to the Trust. This Agreement shall also terminate in the event of any
transfer or assignment thereof, as defined in the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

-7-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

/S/ Terry R. Otton
-------------------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT,
L.P.

By: Bayview Holdings, Inc.,
General Partner

/S/ George R. Hecht
-------------------------------------------
President

-8-

<PAGE>

EXHIBIT 5.(l)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of The Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
MICROCAP GROWTH FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser,
and the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objective and policies of the Fund and subject to
the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects in respect of the investment management
of the Fund which the Trust's Board of Trustees may request, and (iii) in
general superintend and manage the investments of the Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees.

<PAGE>

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Investment Advisers Act of 1940, as amended, provided that the separate costs of
employing such companies and of the companies themselves are borne by the
Adviser and not by the Fund.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees, who are "interested persons" of
the Trust (as defined in the Act).

-2-
<PAGE>

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

-3-
<PAGE>

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

-4-
<PAGE>

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.25% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.

(c) The Adviser may reduce or waive any portion of the
compensation due to it hereunder, or for reimbursement of expenses by the Trust
pursuant to

-5-
<PAGE>

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.

-6-
<PAGE>

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

-7-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT TRUST

/s/ Terry R. Otton
-----------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/s/ George R. Hecht
-----------------------------------
President

-8-

<PAGE>

EXHIBIT 5.(m)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
PARTNERS FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., a limited partnership formed and existing under the laws of
the State of Delaware (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

<PAGE>

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers (including Robertson, Stephens &
Company LLC) in conformity with the policy with respect to brokerage as set
forth in the Trust's Registration Statement and the Fund's Prospectus and
Statement of Additional Information or as the Trustees may direct from time to
time. The Adviser shall not execute portfolio transactions for the account of
the Fund with a broker or dealer which is an "affiliated person" (as defined in
the Act) of the Adviser or the Trust, except pursuant to procedures adopted by
the Trustees in accordance with Rule 17e-1 under the Act. The Adviser shall
render regular reports to the Trustees of the total brokerage business placed
and the manner in which the allocation has been accomplished.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Advisers Act, provided that the separate costs of employing such companies and
of the companies themselves are borne by the Adviser and not by the Fund.

-2-
<PAGE>

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees, who are "interested persons" of
the Trust (as defined in the Act).

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

-3-
<PAGE>

(F) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(G) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Adviser or the Trust and
the custodian, transfer agent or any other agent selected by the
Trust;

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

(K) STATE REGISTRATION FEES. All fees and expenses (including
the compensation of personnel who may be employed by the Adviser or an
affiliate) of qualifying and maintaining qualification of the Trust
and of the Fund shares for sales under securities laws of various
states or jurisdictions, and of registration and qualification of the
Trust under all other laws applicable to the Trust or its business
activities (including registering the Trust as a broker-dealer, or any
officer of the Trust or any person as agent or salesman of the Trust
in any state);

(M) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

-4-
<PAGE>

(N) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(O) TAXES. All taxes or governmental fees payable by or with
respect of the Trust or Fund to federal, state, or other governmental
agencies, domestic or foreign, including stamp or other transfer
taxes;

(P) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

(Q) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(R) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.25% per annum of the average daily net
assets of the Fund.

-5-
<PAGE>

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.

-6-
<PAGE>

persons or affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules promulgated under
the Act.

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

-7-
<PAGE>

Adviser upon sixty (60) days' written notice to the Trust. This Agreement shall
also terminate in the event of any transfer or assignment thereof, as defined in
the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all as of the
day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

/S/ Terry R. Otton
-----------------------------------
Treasurer

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/S/ George R. Hecht
-----------------------------------
President

-8-

<PAGE>

EXHIBIT 5.(n)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the 1st day
of October, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON, STEPHENS
VALUE + GROWTH FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., a limited partnership formed and existing under the laws of
the State of Delaware (the "Adviser").

W I T N E S S E T H :

WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto mutually agree as follows:

1
<PAGE>

make available all administrative services needed for the management and
operation of the Fund, and shall, as part of its duties hereunder, (i)
furnish the Trust with investment advice, research and recommendations with
respect to the investment of the Fund's assets and the purchase and sale of its
portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects which the Trust's Board of Trustees may
request, (iii) furnish such office space and personnel as are needed by the
Fund, and (iv) in general superintend and manage the investments of the Fund,
subject to the ultimate super-vision and direction of the Trust's Board of
Trustees.

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers (including Robertson, Stephens &
Company LLC) in conformity with the policy with respect to brokerage as set
forth in the Trust's Registration Statement and the Fund's Prospectus and
Statement of Additional Information or as the Trustees may direct from time to
time. The Adviser shall not execute portfolio transactions for the account of
the Fund with a broker or dealer which is an "affiliated person" (as defined in
the Act) of the Adviser or the Trust, except pursuant to procedures adopted by
the Trustees in accordance with Rule 17e-1 under the Act. The Adviser shall
render regular reports to the Trustees of the total brokerage business placed
and the manner in which the allocation has been accomplished.

2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time,
in its discretion, delegate certain of its responsibilities under this Agreement
to one or more qualified companies, each of which is registered under the
Advisers Act, provided that the separate costs of employing such companies and
of the companies themselves are borne by the Adviser and not by the Fund.

2
<PAGE>

this Agreement. Without limiting the generality of the foregoing, the staff and
personnel of the Adviser shall be deemed to include persons employed or retained
by the Adviser to furnish statistical, research, and other factual information,
advice regarding economic factors and trends, information with respect to
technical and scientific developments, and such other information, advice and
assistance as the Adviser may desire and request.

5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time
to time furnish to the Adviser detailed statements of the portfolio investments
and assets of the Fund and information as to its investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.

6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses
in connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees, who are "interested persons" of
the Trust (as defined in the Act).

(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the cash,
securities, and other property of the Fund, including all charges of
depositories, custodians, and other agents, if any;

(C) BOOKS AND RECORDS. All costs and expenses associated with
the maintenance of the Fund's books of account and records as required
by the Act;

(D) SHAREHOLDER COMMUNICATIONS. All expenses of preparing,
printing, and distributing reports and other communications to
shareholders;

(E) SHAREHOLDER MEETINGS. All fees and expenses incidental to
holding meetings of shareholders, including the printing of notices
and proxy material, and proxy solicitation therefor, provided that the
Adviser shall be

3
<PAGE>

responsible for and assume all expenses and fees with respect to
meetings of the Fund's shareholders held solely for the benefit of the
Adviser;

(F) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All
expenses of preparing and printing of annual or more frequent
revisions of the Private Placement Memorandum, Prospectus and
Statement of Additional Information relating to the offering of Fund's
shares and of mailing them to shareholders;

(G) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used
for obtaining price quotations;

(H) COMMUNICATION EQUIPMENT. All charges for equipment or
services for communication between the Adviser or the Trust and the
custodian, transfer agent or any other agent selected by the Trust;

(I) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Trust's legal counsel and independent
auditors for the benefit of the Trust;

(K) FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust under the
Act and the registration of Fund shares under the Securities Act of
1933, an amended (the "1933 Act"), including all fees and expenses
incurred in connection with the preparation, printing, and filing of
any registration statement, Prospectus and Statement of Additional
Information under the 1933 Act or the Act, and any amendments or
supplements thereto that may be made from time to time;

(L) STATE REGISTRATION FEES. All fees and expenses (including
the compensation of personnel who may be employed by the Adviser or an
affiliate) of qualifying and maintaining qualification of the Trust
and of the Fund shares for sale under securities laws of various
states or jurisdictions, and of registration and qualification of the
Trust under all other laws applicable to the Trust or its business
activities (including registering the Trust as a broker-dealer, or any
officer of the Trust or any person as agent or salesman of the Trust
in any state);

4
<PAGE>

(M) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred
in connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all Fund share transactions, and
of preparing and transmitting the Fund's share certificates;

(N) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Board of Trustees;

(0) BROKERAGE COMMISSIONS. All brokerage commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;

(P) TAXES. All taxes or governmental fees payable by or with
respect of the Trust or Fund to federal, state, or other governmental
agencies, domestic or foreign, including stamp or other transfer
taxes;

(Q) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade
association or other investment organization;

(R) INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;

(S) STATIONERY AND POSTAGE. The cost of all stationery and
postage required by the Fund, unless otherwise payable by another
party with respect to an activity or expense referred to above; and

(T) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring
expenses as may arise, including the costs of actions, suits, or
proceedings to which the Trust on behalf of the Fund is a party and
the expenses the Trust on behalf of the Fund may incur as a result of
its legal obligation to provide indemnification to its officers,
trustees, and agents.

5
<PAGE>

which the Fund is obligated to pay are performed by the Adviser, the Adviser
shall be entitled to recover from the Fund only to the extent of its actual
costs for such services.

8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's
assets agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during each month
by the Trust on behalf of the Fund and paid to the Adviser on the first business
day of the succeeding month. The initial monthly fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement. The fee to the Adviser shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the number of
calendar days in the month. If this Agreement is terminated prior to the end of
any month, the fee to the Adviser shall be payable within ten (10) days after
the date of termination.

(e) The Adviser may agree not to require payment of any portion
of the compensation or reimbursement of expenses otherwise due to it pursuant to
this Agreement

6
<PAGE>

prior to the time such compensation or reimbursement has accrued as a liability
of the Trust. Any such agreement shall be applicable only with respect to the
specific items covered thereby and shall not constitute an agreement not to
require payment of any future compensation or reimbursement due to the Adviser
hereunder.

9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF Trust.
Nothing herein contained shall be deemed to require the Trust to take any
action, contrary to its Agreement and Declaration of Trust or any applicable
statute or regulation, or to relieve or deprive the Board of Trustees of the
Trust of its responsibility for and control of the conduct of the affairs of the
Trust and Fund.

11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.

(b) No provision of this Agreement shall be construed to protect
any Trustee or officer of the Trust or director or officer of the Adviser from
liability in violation of Sections 17(h) and (i) of the Act.

(c) 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement 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. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

12. TERM AND RENEWAL. This Agreement shall remain in effect for a
period of two (2) years, unless sooner terminated in accordance with Paragraph
13 hereof, and shall

7
<PAGE>

continue in effect from year to year thereafter so long as such continuation is
approved at least annually by (i) the Board of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii)
the vote of a majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
for the purpose of voting on such approval.

13. TERMINATION. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of its outstanding voting securities, upon sixty (60) days'
written notice to the Adviser, and by the Adviser upon sixty (60) days' written
notice to the Trust. This Agreement shall also terminate in the event of any
transfer or assignment thereof, as defined in the Act.

14. CERTAIN DEFINITIONS. The terms "majority of the outstanding
voting securities." of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.

15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.

16. HEADINGS. The headings used herein are for convenience and ease
of reference only. No legal effect is intended, nor is to be derived from such
headings.

8
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all as of the day
and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

/S/ Terry R. Otton
----------------------------------
Treasurer

ROBERTSON, STEPHENS &
COMPANY INVESTMENT
MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

/S/ George R. Hecht
----------------------------------
President

<PAGE>

EXHIBIT 6.

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

DISTRIBUTION AGREEMENT

This Distribution Agreement is entered into as of September 30, 1997 by and
between ROBERTSON STEPHENS INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), and EDGEWOOD SERVICES, INC., a New York corporation ("Edgewood").

WHEREAS, the Trust and Edgewood are desirous of entering into an agreement
providing for the distribution by Edgewood of shares of beneficial interest
("shares") of each of the series (each, a "Fund") of the Trust;

NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Trust hereby appoints Edgewood as a distributor of shares of each of the
Funds, and Edgewood hereby accepts such appointment, all as set forth below:

1. RESERVATION OF RIGHT NOT TO SELL. The Trust reserves the right to
refuse at any time or times to sell any of its shares hereunder for any reason.

2. PAYMENTS TO EDGEWOOD. In connection with the distribution of shares
of a Fund, Edgewood will be entitled to receive: (a) payments pursuant to any
Distribution Plan from time to time in effect in respect of such Fund or any
particular class of shares of such Fund, as determined by the Board of Trustees
of the Trust, (b) any contingent deferred sales charges applicable to the
redemption of shares of such Fund or of any particular class of shares of such
Fund, determined in the manner set forth in the then current Prospectus and
Statement of Additional Information of such Fund, and (c) subject to the
provisions of Section 3 below, any front-end sales charges applicable to the
sale of shares of such Fund or of any particular class of shares of such Fund,
less any applicable dealer discount.

3. SERVICES TO BE PROVIDED BY EDGEWOOD; SALES OF SHARES TO EDGEWOOD AND
SALES BY EDGEWOOD. Edgewood will provide general sales and distribution
services in respect of the shares of the Funds, including without limitation
reviewing advertising and sales literature and filing such advertising and sales
literature with appropriate regulatory authorities, monitoring the Trust's
continuing compliance with all applicable state securities and Blue Sky laws,
preparing reports to the officers and Trustees of the Trust in respect of the
distribution of the Funds' shares, performing internal audit examinations
related to the distribution function (the scope and timing of such examinations
to be as determined from time to time by the officers of the Trust and
Edgewood), and providing such other services as are customarily provided by the
principal underwriter and distributor for an open-end investment company,
subject in each case to such instructions or guidelines as may be specified by
the Trustees or officers of the Trust from time to time.

<PAGE>

Edgewood will have the right, as principal, to purchase shares from a Fund
at their net asset value and to sell such shares to investment dealers or the
public against orders therefor (a) at the public offering price (calculated as
described below) less a discount determined by Edgewood, which discount shall
not exceed the amount of the maximum sales charge permitted under applicable
law, or (b) at net asset value, in each case as provided in the current
Prospectus and Statement of Additional Information relating to such shares.
Upon receipt of an order to purchase shares from an investment dealer with whom
Edgewood has a sales contract, Edgewood will promptly fill such order. The
public offering price of a class of shares of a Fund shall be the net asset
value of such shares then in effect, plus any applicable front-end sales charge
determined in the manner set forth in the then current Prospectus and Statement
of Additional Information relating to such shares or as permitted by the
Investment Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder. The net asset value
of the shares shall be determined in the manner provided in the Agreement and
Declaration of Trust of the Trust as then amended and when determined shall be
applicable to transactions as provided for in the then current Prospectus and
Statement of Additional Information relating to such shares.

Edgewood will also have the right, as principal, to sell shares otherwise
subject to a front-end sales charge or a contingent deferred sales charge not
subject to such a sales charge to such persons as may be approved by the Board
of Trustees of the Trust, all such sales to comply with the provisions of the
Investment Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

Upon receipt of registration instructions in proper form and payment for
shares, Edgewood will transmit such instructions to the Trust or its agent for
registration of the shares purchased.

On every sale the Trust shall receive the applicable net asset value of the
shares. The net asset value of the shares of any class shall be determined in
the manner provided in the Agreement and Declaration of Trust of the Trust as
then amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information
relating to such shares.

4. SALES OF SHARES BY THE TRUST. The Trust reserves the right to issue
shares at any time directly to its shareholders as a stock dividend or stock
split and to sell shares to its shareholders or to other persons at not less
than net asset value.

5. REPURCHASE OF SHARES. Edgewood will act as agent for the Trust in
connection with the repurchase of shares of the various Funds by the Trust upon
the terms and conditions set forth in a then current Prospectus and Statement of
Additional Information relating to such shares.

<PAGE>

6. BASIS OF PURCHASES AND SALES OF SHARES. Edgewood will use its best
efforts to place shares sold by it on an investment basis. Edgewood does not
agree to sell any specific number of shares. Shares will be sold by Edgewood
only against orders therefor. Edgewood will not purchase shares from anyone
other than the Trust except in accordance with Section 5, and will not take
"long" or "short" positions in shares contrary to the Agreement and Declaration
of Trust of the Trust.

7. RULES OF NASD, ETC. Edgewood will conform to the Rules of the
National Association of Securities Dealers, Inc. and the sale of securities laws
of any jurisdiction in which it sells, directly or indirectly, any shares.
Edgewood also agrees to furnish to the Trust sufficient copies of any agreements
or plans it intends to use in connection with any sales of shares in adequate
time for the Trust to file and clear them with the proper authorities before
they are put in use, and not to use them until so filed and cleared.

8. EDGEWOOD INDEPENDENT CONTRACTOR. Edgewood shall be an independent
contractor, and neither Edgewood nor any of its officers or employees, as such,
is or shall be an employee of the Trust. Edgewood is responsible for its own
conduct and the employment, control, and conduct of its agents and employees and
for injury to such agents or employees or to others through its agents or
employees. Edgewood assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes thereunder.

Edgewood will maintain at its own expense insurance against public
liability in such an amount as the Board of Trustees of the Trust may from time
to time reasonably request.

9. EXPENSES. Edgewood will pay all of its own expenses in performing its
obligations hereunder.

10. INDEMNIFICATION OF TRUST. Edgewood agrees to indemnify and hold
harmless the Trust and each person who has been, is, or may hereafter be a
Trustee, officer, or employee of the Trust against expenses reasonably incurred
by any of them in connection with any claim or in connection with any action,
suit, or proceeding to which any of them may be a party, which arises out of or
is alleged to arise out of any misrepresentation or omission to state a material
fact, or out of any alleged misrepresentation or omission to state a material
fact, on the part of Edgewood or any agent or employee of Edgewood or any other
person for whose acts Edgewood is responsible or is alleged to be responsible
unless such misrepresentation or omission was made in reliance upon written
information furnished to Edgewood by the Trust. Edgewood agrees likewise to
indemnify and hold harmless the Trust and each such person in connection with
any claim or in connection with any action, suit, or proceeding which arises out
of or is alleged to arise out of Edgewood's breach of this Agreement, gross
negligence, or reckless disregard of its duties. The term "expenses" includes
amounts paid in satisfaction of judgments or in settlements which are made with
Edgewood's consent. The foregoing rights of indemnification shall be in
addition to any other rights to which the Trust or any such person may be
entitled as a matter of law.

-3-
<PAGE>

11. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.
This Agreement shall automatically terminate, without the payment of any
penalty, in the event of its assignment. This Agreement may be amended only if
such amendment be approved either by action of the Board of Trustees of the
Trust or at a meeting of the shareholders of the affected Fund or Funds by the
affirmative vote of a majority of the outstanding shares of such Fund or Funds,
and by a majority of the Trustees of the Trust who are not interested persons of
the Trust or of Edgewood by vote cast in person at a meeting called for the
purpose of voting on such approval.

12. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement
shall take effect upon the date first above written and shall remain in full
force and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated in respect of any Fund or Funds:

(a) Either by the Trust or Edgewood by not more than sixty (60) days
nor less than ten (10) days written notice delivered or mailed by
registered mail, postage prepaid, to the other party; or

(b) If the continuance of the Agreement after September 30, 1999 is
not specifically approved at least annually by the Board of Trustees of the
Trust or the shareholders of the affected Fund or Funds by the affirmative
vote of a majority of the outstanding shares of the affected Fund or Funds,
and by a majority of the Trustees of the Trust who are not interested
persons of the Trust or of Edgewood by vote cast in person at a meeting
called for the purpose of voting on such approval.

Action by the Trust or any Fund under (a) above may be taken either (i) by
vote of the Board of Trustees or (ii) by the affirmative vote of a majority of
the outstanding shares of the Trust or the affected Fund or Funds. The
requirement under (b) above that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

Termination of this Agreement pursuant to this Section 12 shall be without
the payment of any penalty.

13. CERTAIN DEFINITIONS. For purposes of this Agreement, the "affirmative
vote of a majority of the outstanding shares" of the Trust or a Fund means the
affirmative vote, at a duly called and held meeting of shareholders of the Trust
or the Fund, as the case may be, (a) of the holders of 67% or more of the shares
of the Trust or the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Trust or the Fund entitled to vote at such meeting are present in person or by
proxy, or (b) of the holders of more than 50% of the outstanding shares of the
Trust or the Fund entitled to vote at such meeting, whichever is less.

-4-
<PAGE>

For the purposes of the Agreement, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act of
1940, subject, however, to such exemptions as may be granted by the Securities
and Exchange Commission under said Act.

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 Trustees of the
Trust as Trustees and not individually, and that the obligations of or arising
out of this instrument are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Trust.

IN WITNESS WHEREOF, each of ROBERTSON STEPHENS INVESTMENT TRUST and
EDGEWOOD SERVICES, INC. has caused this Distribution Agreement to be signed in
duplicate in its behalf, as of the day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

By /s/ Terry R. Otton
--------------------------------------
EDGEWOOD SERVICES, INC.

By /s/ Thomas P. Sholes
--------------------------------------

-5-

<PAGE>

EXHIBIT 15.(a)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST
CLASS A
DISTRIBUTION PLAN

This Plan (the "Plan") constitutes the Distribution Plan for the Class A
shares of the various portfolio series (each a "Fund" and collectively the
"Funds") of Robertson Stephens Investment Trust, a Massachusetts business trust
(the "Trust"), adopted pursuant to the provisions of Rule 12b-1 (the "Rule")
under the Investment Company Act of 1940, as amended (the "Act"). During the
effective term of this Plan, the Trust may incur expenses primarily intended to
result in the sale of its Class A shares upon the terms and conditions
hereinafter set forth:

SECTION 1. The Trust shall pay to the distributor of its shares (the
"Distributor") a monthly fee at an annual rate not to exceed the percentage set
forth on Schedule A hereto of the average net asset value of the Class A shares
of the Funds, as determined at the close of each business day during the month,
to compensate the Distributor for services provided and expenses incurred by it
in connection with the offering of Class A shares, which may include, without
limitation, payments by the Distributor to investment dealers or other persons
with respect to Class A shares. Such fees shall be payable for each month
within 15 days after the close of such month. A majority of the Qualified
Trustees, as defined below, may, from time to time, reduce the amount of any
such payments, or may suspend the operation of the Plan for such period or
periods of time as they may determine.

SECTION 2. To the extent any payments by the Fund are deemed to be
payments for the financing of any activity primarily intended to result in the
sale of Class A shares of the Fund within the context of the Rule, then such
payments shall be deemed to have been made pursuant to the Plan. 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 shall not be limited to, costs of
payments, including incentive compensation, made to the employees of, agents
for, and consultants to the Distributor or any other broker-dealers that engage
in the distribution of a Fund's shares; payments made to, and expenses of,
persons who provide support services in connection with the distribution of a
Fund's shares, including without limitation personnel, office space and
equipment, telephone facilities, processing shareholder transactions, and any
other shareholder transactions; costs relating to the formulation and
implementation of marketing and promotional activities, including without
limitation direct mail promotions and television, radio, newspaper, magazine,
and other mass media advertising; costs of printing and distributing
prospectuses, statements of additional information, and reports of the Funds to
prospective shareholders of a Fund; costs of preparing, printing, and
distributing sales literature pertaining to a Fund; and costs involved in
obtaining information, analyses, and reports with respect to marketing and
promotional activities.

SECTION 3. This Plan shall not take effect with respect to a Fund until:

<PAGE>

(a) it has been approved by a vote of a majority of the outstanding Class
A shares of the Fund, if required under the Rule;

(b) it has been approved, together with any related agreements, 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 of the Trust, cast in person at a meeting
called for the purpose of voting on this Plan or such agreement; and

SECTION 4. This Plan shall continue in effect with respect to a Fund for a
period of more than one year after it takes effect so long as such continuance
is specifically approved at least annually in the manner provided for approval
of this Plan in Section 3(b).

SECTION 5. The Distributor shall provide to the Trustees of the Trust, and
the Trustees shall review, at least quarterly, a written report of the amounts
so expended and the purposes for which such expenditures were made.

SECTION 6. This Plan may be terminated with respect to a Fund at any time
by vote of a majority of the Qualified Trustees or by vote of the majority of
the outstanding Class A shares of the Fund.

SECTION 7. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:

(a) that such agreement may be terminated with respect to a Fund at any
time, without payment of any penalty, by vote of a majority of the
Qualified Trustees or by vote of a majority of the outstanding Class A
shares of the Fund, on not more than 60 days written notice to any
other party to the agreement; and

(b) that such agreement shall terminate automatically in the event of its
assignment.

SECTION 8. This Plan may not be amended to increase materially the amount
of distribution expenses with respect to a Fund permitted pursuant to Section 1
hereof without the approval of a majority of the outstanding Class A shares of
the Fund, and all material amendments to this Plan with respect to a Fund shall
be approved in the manner provided for approval of this Plan in Section 3(b).

SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or

-2-
<PAGE>

indirect financial interest in the operation of this Plan or any agreements
related to it, and (b) the term "majority of the outstanding Class A shares of
the Fund" means the affirmative vote, at a duly called and held meeting of Class
A shareholders of the relevant Fund, (i) of the holders of 67% or more of the
Class A shares of such Fund present (in person or by proxy) and entitled to vote
at such meeting, if the holders of more than 50% of the outstanding Class A
shares of such Fund entitled to vote at such meeting are present in person or by
proxy, or (ii) of the holders of more than 50% of the outstanding Class A shares
of such Fund entitled to vote at such meeting, whichever is less, and (c) the
terms "assignment" and "interested person" shall have the respective meanings
specified in the Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the Securities and Exchange Commission.

SECTION 10. 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
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the relevant Fund.

September 30, 1997.

-3-
<PAGE>

SCHEDULE A

Contrarian Fund -- 0.75%
Developing Countries Fund -- 0.50%
All other Funds -- 0.25%

-4-

<PAGE>

EXHIBIT 15.(b)

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST
CLASS C
DISTRIBUTION PLAN

This Plan (the "Plan") constitutes the Distribution Plan for the Class C
shares of the various portfolio series (each a "Fund" and collectively the
"Funds") of Robertson Stephens Investment Trust, a Massachusetts business trust
(the "Trust"), adopted pursuant to the provisions of Rule 12b-1 (the "Rule")
under the Investment Company Act of 1940, as amended (the "Act"). During the
effective term of this Plan, the Trust may incur expenses primarily intended to
result in the sale of its Class C shares upon the terms and conditions
hereinafter set forth:

SECTION 1. The Trust shall pay to the distributor of its shares (the
"Distributor"). a monthly fee at an annual rate not to exceed 1.00% of the
average net asset value of the Class C shares of the Funds, as determined at the
close of each business day during the month, to compensate the Distributor for
services provided and expenses incurred by it in connection with the offering of
Class C shares, which may include, without limitation, payments by the
Distributor to investment dealers or other persons with respect to Class C
shares. Such fees shall be payable for each month within 15 days after the
close of such month. A majority of the Qualified Trustees, as defined below,
may, from time to time, reduce the amount of any such payments, or may suspend
the operation of the Plan for such period or periods of time as they may
determine.

SECTION 2. To the extent any payments by the Fund are deemed to be
payments for the financing of any activity primarily intended to result in the
sale of Class C shares of the Fund within the context of the Rule, then such
payments shall be deemed to have been made pursuant to the Plan. 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 shall not be limited to, the
following:

(a) payments to any person under any shareholder services plan or
agreement, or other similar arrangement; and

(b) any other payments to dealers, financial institutions, advisers, or
other firms, any one of whom may receive monies in respect of a 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, by way of
example but not of limitation: (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 redemption transactions;
(F) providing periodic statements showing a client's account balance and
integrating such

<PAGE>

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, to the
extent such firms are permitted by applicable statute, rule, or regulation
to render such services.

SECTION 3. This Plan shall not take effect with respect to a Fund until:

(a) it has been approved by a vote of a majority of the outstanding Class
C shares of the Fund, if required under the Rule;

(b) it has been approved, together with any related agreements, 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 of the Trust, cast in person at a meeting called for the purpose
of voting on this Plan or such agreement; and

SECTION 6. This Plan may be terminated with respect to a Fund at any time
by vote of a majority of the Qualified Trustees or by vote of the majority of
the outstanding Class C shares of the Fund.

SECTION 7. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:

(a) that such agreement may be terminated with respect to a Fund at any
time, without payment of any penalty, by vote of a majority of the
Qualified Trustees or by vote of a majority of the outstanding Class C
shares of the Fund, on not more than 60 days written notice to any other
party to the agreement; and

(b) that such agreement shall terminate automatically in the event of its
assignment.

SECTION 8. This Plan may not be amended to increase materially the amount
of distribution expenses with respect to a Fund permitted pursuant to Section 1
hereof without the

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approval of a majority of the outstanding Class C shares of the Fund, and all
material amendments to this Plan with respect to a Fund shall be approved in the
manner provided for approval of this Plan in Section 3(b).

SECTION 9. As used in this Plan, (a) the term "Qualified Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the term "majority of the outstanding
Class C shares of the Fund" means the affirmative vote, at a duly called and
held meeting of Class C shareholders of the relevant Fund, (i) of the holders of
67% or more of the Class C shares of such Fund present (in person or by proxy)
and entitled to vote at such meeting, if the holders of more than 50% of the
outstanding Class C shares of such Fund entitled to vote at such meeting are
present in person or by proxy, or (ii) of the holders of more than 50% of the
outstanding Class C shares of such Fund entitled to vote at such meeting,
whichever is less, and (c) the terms "assignment" and "interested person" shall
have the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.

September 30, 1997

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