<PAGE>
As filed with the Securities and Exchange Commission on February 20, 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. 27 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
AMENDMENT NO. 29 /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
G. RANDY HECHT
c/o Robertson, Stephens & Company, L.P.
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 (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1);
/ / On (date) pursuant to paragraph (a)(1);
/X/ 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:
/ / 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, 1996 for the fiscal year ended
December 31, 1995. The Registrant expects to file a Form 24f-2 for the fiscal
year ended December 31, 1996 on or before the sixteenth day following the end of
such fiscal year.
THIS POST-EFFECTIVE AMENDMENT RELATES SOLELY TO ROBERTSON STEPHENS GLOBAL VALUE
FUND, A SERIES OF SHARES OF THE REGISTRANT. NO INFORMATION RELATING TO ANY
OTHER SERIES OF SHARES OF ROBERTSON STEPHENS INVESTMENT TRUST IS DELETED,
AMENDED, OR SUPERSEDED HEREBY.
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
Cross Reference Sheet
Information Required in Global
Value Prospectus by Form N-1A Global Value
Registration Statement Part A Prospectus Caption
- ---------------------- ------ ------------------
Item 1. Cover Page . . . . . . . . . . . . . . . Prospectus Cover
Item 2. Synopsis . . . . . . . . . . . . . . . . Expense Summary
Item 3. Condensed Financial Information. . . . . How Performance is
Determined; otherwise
inapplicable
Item 4. General Description of Registrant. . . . Prospectus Cover;
Investment Objective and
Policies; Additional
Information
Item 5. Management of the Fund . . . . . . . . . Expense Summary; Management
of the Fund; Additional
Information
Item 5A. Management's Discussion of Fund
Performance. . . . . . . . . . . . . . . Inapplicable
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 Fund
Item 7. Purchase of Securities Being Offered . . How to Purchase Shares; How
Net Asset Value is
Determined; The Fund's
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
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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 Fund's
Investment Limitations
Item 14. Management of the Fund . . . . . . . . . Management of the Fund
Item 15. Control Persons and Principal Holders
of Securities. . . . . . . . . . . . . . Management of the Fund
Item 16. Investment Advisory and Other
Services . . . . . . . . . . . . . . . . Management of the Fund;
The Fund's Distributor;
Additional Information
Item 17. Brokerage Allocation and Other
Services . . . . . . . . . . . . . . . . Management of the Fund;
The Fund's 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 Fund's Distributor; and
see Prospectus - The
Fund's Distributor
Item 22. Calculations of Performance Data. . . . . How Performance is
Determined
Item 23. Financial Statements. . . . . . . . . . . Inapplicable
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>
---------------
FORM N-1A
PART A
---------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A POST-
EFFECTIVE AMENDMENT TO THE TRUST'S REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS
NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED FEBRUARY 20, 1997
P R O S P E C T U S February , 1997
THE ROBERTSON STEPHENS GLOBAL VALUE FUND
THE ROBERTSON STEPHENS GLOBAL VALUE FUND seeks long-term growth. The Fund
invests primarily in equity securities of companies with market capitalizations
of $1 billion or more, using a value methodology combining Graham & Dodd balance
sheet analysis with cash flow analysis.
This Prospectus explains concisely the information about the Fund that a
prospective investor should know before investing in shares of the Fund. Please
read it carefully and keep it for future reference. Investors can find more
detailed information about the Fund and Robertson Stephens Investment Trust in
the February , 1997 Statement of Additional Information, as amended from time
to time. For a free copy of the Statement of Additional Information, please
call 1-800-766-FUND. The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference.
____________________
Robertson, Stephens & Company LLC
Distributor
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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EXPENSE SUMMARY
Expenses are one of several factors to consider when investing in the Fund. The
following table summarizes your maximum transaction costs from investing in
shares of the Fund and expenses the Fund expects to incur in its first full year
of operations. The Example shows the cumulative expenses attributable to a
$1,000 investment in the Fund over specified periods.
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee* None
Exchange Fee None
* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees 1.00%
12b-1 Fees 0.25%
Other Expenses 0.70%
-----
Total Fund Operating Expenses 1.95%
_______________
EXAMPLES
Your investment of $1,000 in the Fund would incur the following expenses,
assuming 5% annual return and redemption at the end of each period:
1 year 3 years
------ -------
$19 $58
This information is provided to help you understand the expenses of investing in
the Fund and your share of the estimated operating expenses of the Fund. The
information concerning the Fund is based on the expenses the Fund expects to
incur during its first full year of operations. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE PERFORMANCE; ACTUAL EXPENSES MAY BE MORE
OR LESS THAN THOSE SHOWN. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the rules of the
National Association of Securities Dealers, Inc.
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<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The 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.
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 hold a portion of its assets in cash or money market
instruments.
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 insecurities 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 Fund is a series of Robertson Stephens Investment Trust, an open-end
series investment company. The investment policies of the Fund may, unless
otherwise specifically stated, be changed by the Trustees without shareholder
approval. All percentage limitations on investments will apply at the time of
investment and will not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of the investment. There
can, of course, be no assurance that the Fund will achieve its investment
objective.
OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS
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The Fund may also engage in the following investment practices, each of
which involves certain special risks. The Statement of Additional Information
contains more detailed information about these practices (some of which,
including, for example, options and futures contracts, and certain debt
securities, may be considered "derivative" investments), including limitations
designed to reduce these risks.
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FOREIGN SECURITIES. Investments in foreign securities entail a number of
risks. Since foreign securities are normally denominated and traded in foreign
currencies, the value of the Fund's assets may be affected favorably or
unfavorably by currency exchange rates and exchange control regulations. There
may be less information publicly available about a foreign company than about a
U.S. company, and foreign companies are not generally subject to accounting,
auditing, and financial reporting standards and practices comparable to those in
the United States. The securities of some foreign companies are less liquid and
at times more volatile than securities of comparable U.S. companies. Foreign
brokerage commissions and other fees are also generally higher than in the
United States. Foreign settlement procedures and trade regulations may involve
certain risks (such as delay in payment or delivery of securities or in the
recovery of the Fund's assets held abroad) and expenses not present in the
settlement of domestic investments.
In addition, there may be a possibility of nationalization or expropriation
of assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability, and diplomatic developments that could
affect the value of the Fund's investments in certain foreign countries. Legal
remedies available to 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 the Fund may have limited recourse available to it in the event of
default. The laws of some foreign countries may limit the Fund's ability to
invest in securities of certain issuers located in those foreign countries.
Special tax considerations apply to foreign securities. The Fund may buy or
sell foreign currencies and options and futures contracts on foreign currencies
for hedging purposes in connection with its foreign investments.
DEBT SECURITIES. The Fund may invest in debt securities from time to time,
if Robertson Stephens Investment Management believes investing in such
securities might help achieve the Fund's objective. The Fund 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. The Fund will not necessarily dispose
of a security when its debt rating is reduced below its rating at the time of
purchase, although Robertson Stephens Investment Management will monitor the
investment to determine whether continued investment in the security will assist
in meeting the Fund's investment objective. 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.
The Fund may at times invest in so-called "zero-coupon" bonds and "payment-
in-kind" bonds. Zero-coupon bonds are issued at a significant discount from
face value and pay interest only at maturity rather than at intervals during the
life of the security. Payment-in-kind bonds allow the issuer, at its option, to
make current interest payments on the bonds either in cash or in additional
bonds. The values of zero-coupon bonds and payment-in-kind bonds are subject to
greater fluctuation in response to changes in market interest rates than bonds
which pay interest currently, and may involve greater credit risk than such
bonds.
OPTIONS AND FUTURES. The Fund may buy and sell call and put options to
hedge against changes in net asset value or to attempt to realize a greater
current return. In addition, through the purchase and sale of futures contracts
and related options, the Fund may at times seek to hedge against fluctuations in
net asset value and to attempt to increase its investment return.
The Fund's ability to engage in options and futures strategies will depend
on the availability of liquid markets in such instruments. It is impossible to
predict the amount of trading interest that may exist in various types of
options or futures contracts. Therefore, there is no assurance that the Fund
will be able to utilize these instruments effectively for the purposes stated
above. Although the Fund will only engage in options and futures transactions
for limited purposes, those transactions involve certain risks which are
described below and in the Statement of Additional
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<PAGE>
Information. Transactions in options and futures contracts involve brokerage
costs. For more information, see the Statement of Additional Information.
INDEX FUTURES AND OPTIONS. The Fund may buy and sell index futures
contracts ("index futures") and options on index futures and on indices (or may
purchase warrants whose value is based on the value from time to time of one or
more foreign securities indices) for hedging purposes. An index future is a
contract to buy or sell units of a particular bond or stock index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index futures or
option transaction, the Fund realizes a gain or loss. The Fund may also buy and
sell index futures and options to increase its investment return.
RISKS RELATED TO OPTIONS AND FUTURES STRATEGIES. Options and futures
transactions involve costs and may result in losses. Certain risks arise
because of the possibility of imperfect correlations between movements in the
prices of futures and options and movements in the prices of the underlying
security or index or of the securities held by the Fund that are the subject of
a hedge. Other risks arise from the Fund's potential inability to close out
futures or options positions. Although the Fund will enter into options or
futures transactions only if Robertson Stephens Investment Management believes
that a liquid secondary market exists for such option or futures contract, there
can be no assurance that the Fund will be able to effect closing transactions at
any particular time or at an acceptable price. Certain provisions of the
Internal Revenue Code may limit the Fund's ability to engage in options and
futures transactions.
The Fund expects that its options and futures transactions will generally
be conducted on recognized exchanges. The Fund may in certain instances
purchase and sell options in the over-the-counter markets. The Fund's ability
to terminate options in the over-the-counter markets may be more limited than
for exchange-traded options, and such transactions also involve the risk that
securities dealers participating in such transactions would be unable to meet
their obligations to the Fund. The Fund will, however, engage in over-the-
counter transactions only when appropriate exchange-traded transactions are
unavailable and when, in the opinion of Robertson Stephens Investment
Management, the pricing mechanism and liquidity of the over-the-counter markets
are satisfactory and the participants are responsible parties likely to meet
their obligations.
The Fund will not purchase futures or options on futures or sell futures
if, as a result, the sum of the initial margin deposits on the Fund's existing
futures positions and premiums paid for outstanding options on futures contracts
would exceed 5% of the Fund's assets. (For options that are "in-the-money" at
the time of purchase, the amount by which the option is "in-the-money" is
excluded from this calculation.)
NON-DIVERSIFICATION AND SECTOR CONCENTRATION. The Fund is a "non-
diversified" investment company, and so may invest its 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, the Fund may not invest more than 5% of its total assets in
the securities of any one issuer (except U.S. Government securities). Thus, the
Fund 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 the Fund if
the market value of a security should decline or its issuer were otherwise not
to meet its obligations.
SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend portfolio
securities to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some risk to
the Fund if the other party should default on its obligations and the Fund is
delayed or prevented from recovering the collateral.
DEFENSIVE STRATEGIES. At times, Robertson Stephens Investment Management
may judge that market conditions make pursuing the Fund's basic investment
strategy inconsistent with the best interests of its shareholders. At such
times, Robertson Stephens Investment Management may temporarily use alternative
strategies, primarily designed to reduce fluctuations in the values of the
Fund's assets. In implementing these "defensive" strategies, the Fund may
invest in U.S. Government securities, other high-quality debt instruments, and
other securities Robertson Stephens Investment Management believes to be
consistent with the Fund's best interests.
-5-
<PAGE>
PORTFOLIO TURNOVER. The length of time the Fund has held a particular
security is not generally a consideration in investment decisions. The
investment policies of the Fund may lead to frequent changes in the Fund's
investments, particularly in periods of volatile market movements. A change in
the securities held by the Fund is known as "portfolio turnover." Portfolio
turnover generally involves some expense to the Fund, including brokerage
commissions or dealer mark-ups and other transaction costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. The Fund's annual portfolio turnover is
expected to be less than 100%.
MANAGEMENT OF THE FUND
The Trustees of the Trust are responsible for generally overseeing the
conduct of the Trust's business. ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., 555 California Street, San Francisco, CA 94104, is the
investment adviser for the Fund. Robertson, Stephens & Company Investment
Management, L.P., a California limited partnership, was formed in 1993 and is
registered as an investment adviser with the Securities and Exchange Commission.
The general partner of Robertson, Stephens & Company Investment Management, L.P.
is Robertson, Stephens & Company, Inc. Robertson, Stephens & Company LLC, the
Fund's distributor, is a major investment banking firm specializing in emerging
growth companies. Robertson, Stephens & Company Investment Management, L.P. and
its affiliates have in excess of $4.1 billion under management in public and
private investment funds. Robertson, Stephens & Company Group, L.L.C.,
Robertson, Stephens & Company, Inc., and Sanford R. Robertson may be deemed
to be control persons of Robertson, Stephens & Company Investment Management,
L.P.
Andrew P. Pilara, Jr. is responsible for managing the Fund. He is also
responsible for managing the Robertson Stephens Partners Fund and the Robertson
Stephens Global Natural Resources Fund, and is a member of The Contrarian Fund
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.
Subject to such policies as the Trustees may determine, Robertson Stephens
Investment Management furnishes a continuing investment program for the Fund and
makes investment decisions on the Fund's behalf pursuant to an Investment
Advisory Agreement with the Fund. The Fund pays all expenses not assumed by
Robertson Stephens Investment Management including, among other things,
Trustees' fees, auditing, accounting, legal, custodial, investor servicing, and
shareholder reporting expenses, and payments under the Fund's Distribution Plan.
Robertson Stephens Investment Management places all orders for purchases
and sales of the Fund's securities. In selecting broker-dealers, Robertson
Stephens Investment Management may consider research and brokerage services
furnished to it. Robertson, Stephens & Company LLC may receive brokerage
commissions from the Fund in accordance with procedures adopted by the Trustees
under the Investment Company Act of 1940 which require periodic review of these
transactions. Subject to seeking the most favorable price and execution
available, Robertson Stephens Investment Management may consider sales of shares
of the Fund as a factor in the selection of broker-dealers.
Robertson Stephens Investment Management may from time to time reduce the
management fee payable by the Fund. The Advisory Agreement for the Fund permits
Robertson Stephens Investment Management to seek reimbursement of any reductions
made to its management fee within the two-year period following such reduction,
subject to the ability of the Fund to effect such reimbursement and remain in
compliance with applicable expense limitations.
-6-
<PAGE>
ADMINISTRATIVE SERVICES. The Fund has entered into an agreement with
Robertson Stephens Investment Management pursuant to which Robertson Stephens
Investment Management provides administrative services to the Fund. The Fund
pays Robertson Stephens Investment Management a fee for such services at the
annual rate of 0.25% of its average daily net assets.
HOW TO PURCHASE SHARES
Currently, your minimum initial investment is $5,000 ($1,000 for IRAs), and
your subsequent investments must be at least $100 ($1 for IRAs). You may obtain
an Application by calling the Fund at 1-800-776-FUND, or by writing to
Robertson, Stephens & Company LLC at 555 California Street, San Francisco, CA
94104.
INITIAL INVESTMENTS
- --------------------------------------------------------------------------------
You may make your initial investment in Fund shares by mail or by wire
transfer as described below.
BY MAIL: Send a completed Application, together with a check made payable
to the Fund, to the Fund's Transfer Agent: State Street Bank and Trust Company
c/o National Financial Data Services, P.O. Box 419717, Kansas City, MO 64141.
BY WIRE: (1) Telephone National Financial Data Services at 1-800-272-6944.
Indicate the name(s) to be used on the account registration, the mailing
address, your social security number, the amount being wired, the name of your
wiring bank, and the name and telephone number of a contact person at the wiring
bank. Please include the account number that you receive in your wire along
with the account name.
(2) Then instruct your bank to wire the specified amount, along with your
account name and number to:
State Street Bank and Trust Company
ABA# 011 000028
Attn: Custody
DDA# 99047177
225 Franklin Street
Boston, MA 02110
Credit: The Robertson Stephens Global Value FundFor further credit:
____________________
(Shareholder's name)
_________________________
(Shareholder's account #)
At the same time, you must mail a completed and signed Application to:
State Street Bank and Trust Company c/o National Financial Data Services, P.O.
Box 419717, Kansas City, MO 64141. Please include your account number on the
Application.
You also may purchase and sell shares through certain securities brokers.
Such brokers may charge you a transaction fee for this service. Account options
available to clients of securities brokers, including arrangements regarding the
purchase and sale of Fund shares, may differ from those available to persons
investing directly in the Fund. In their sole discretion, either Robertson
Stephens Investment Management or Robertson, Stephens & Company LLC, the Fund's
distributor, may pay such brokers for shareholder, subaccounting, and other
services, including handling such sales.
-7-
<PAGE>
SUBSEQUENT INVESTMENTS
- --------------------------------------------------------------------------------
After your account is open, you may invest by mail, telephone, or wire at
any time. Please include your name and account number on all checks and wires.
Please use separate checks or wires for investments to separate accounts.
AUTOBUY: The Autobuy option allows you to purchase shares by moving money
directly from your checking account to the Fund. If you have established the
Autobuy option, you may purchase additional shares in an existing account by
calling the Transfer Agent at 1-800-272-6944 and instructing the Transfer Agent
as to the dollar amount you wish to invest. The investment will automatically
be processed through the Automatic Clearing House (ACH) system. There is no fee
for this option. If you did not establish this option at the time you opened
your account, send a letter of instruction along with a voided check to the
Transfer Agent.
OTHER INFORMATION ABOUT PURCHASING SHARES
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All purchases of Fund shares are subject to acceptance by the Fund and are
not binding until accepted and shares are issued. Your signed and completed
Application, together with full payment (in the form of either a wire transfer
or a check), must be received and accepted by the Fund before any purchase
becomes effective. Purchases of Fund shares are made at the net asset value
next determined after the purchase is accepted. See "How Net Asset Value Is
Determined." Please initiate any wire transfer early in the morning to ensure
that the wire is received by the Fund before 4:00 p.m. New York time.
All purchases must be made in U.S. dollars, and checks should be drawn on
banks located in the U.S. If your purchase of shares is canceled due to non-
payment or because a check does not clear, you will be held responsible for any
loss incurred by the Fund or the Transfer Agent. The Fund can redeem shares to
reimburse it or the Transfer Agent for any such loss.
The Fund reserves the right to reject any purchase, in whole or in part,
and to suspend the offering of its shares for any period of time and to change
or waive the minimum investment amounts specified in this prospectus.
No share certificates will be issued.
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
Shares of the Fund offered by this Prospectus may be exchanged for Class A
shares of any other Fund offered by Robertson Stephens Investment Trust.
Exchanges of shares will be made at their relative net asset values. Shares may
be exchanged only if the amount being exchanged satisfies the minimum investment
required and the shareholder is a resident of a state where shares of the
appropriate Fund are qualified for sale. However, you may not exchange your
investment in shares of any Fund more than four times in any twelve-month period
(including the initial exchange of your investment from that Fund during the
period, and subsequent exchanges of that investment from other Funds during the
same twelve-month period).
Investors should note that an exchange will result in a taxable event.
Exchange privileges may be terminated, modified, or suspended by the Fund upon
60 days prior notice to shareholders.
Unless you have indicated that you do not wish to establish telephone
exchange privileges (see the Account Application or call the Fund for details),
you may make exchanges by telephone.
-8-
<PAGE>
HOW TO REDEEM SHARES
REDEMPTIONS BY MAIL
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You may redeem your shares of the Fund by mailing a written request for
redemption to the Transfer Agent that:
(1) states the number of shares or dollar amount to be redeemed;
(2) identifies your account number; and
(3) is signed by you and all other owners of the account exactly as their names
appear on the account.
If you request that the proceeds from your redemption be sent to you at an
address other than your address of record, or to another party, you must include
a signature guarantee for each such signature by an eligible signature
guarantor, such as a member firm of a national securities exchange or a
commercial bank or trust company located in the United States. If you are a
resident of a foreign country, another type of certification may be required.
Please contact the Transfer Agent for more details. Corporations, fiduciaries,
and other types of shareholders may be required to supply additional documents
which support their authority to effect a redemption.
REDEMPTIONS BY TELEPHONE
- --------------------------------------------------------------------------------
Unless you have indicated you do not wish to establish telephone redemption
privileges (see the Account Application or call the Fund for details), you may
redeem shares by calling the Transfer Agent at 1-800-272-6944 by 4:00 p.m. New
York time on any day the New York Stock Exchange is open for business.
If an account has more than one owner, the Transfer Agent may rely on the
instructions of any one owner. The Fund employs reasonable procedures in an
effort to confirm the authenticity of telephone instructions, which may include
requiring the caller to give a special authorization number assigned to your
account. If these procedures are not followed, the Fund and the Transfer Agent
may be responsible for any losses because of unauthorized or fraudulent
instructions. By not declining telephone redemption privileges, you authorize
the Transfer Agent to act upon any telephone instructions it believes to be
genuine, (1) to redeem shares from your account and (2) to mail or wire the
redemption proceeds. If you recently opened an account by wire, you cannot
redeem shares by telephone until the Transfer Agent has received your completed
Application.
Telephone redemption is not available for shares held in IRAs. The Fund
may change, modify, or terminate its telephone redemption services at any time
upon 30 days notice.
WIRE TRANSFER OF REDEMPTIONS
- --------------------------------------------------------------------------------
If your financial institution receives Federal Reserve wires, you may
instruct that your redemption proceeds be forwarded to you by a wire transfer.
Please indicate your financial institution's complete wiring instructions. The
Fund will forward proceeds from telephone redemptions only to the bank account
or Robertson, Stephens & Company LLC brokerage account that you have authorized
in writing. A $9.00 wire fee will be paid either by redeeming shares from your
account or upon a full redemption, deducting the fee from the proceeds.
AUTOSELL: The Autosell option allows shareholders to redeem shares from
their 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.
-9-
<PAGE>
GENERAL REDEMPTION POLICIES
- --------------------------------------------------------------------------------
The redemption price per share is the net asset value per share next
determined after the Transfer Agent receives the request for redemption in
proper form, and the Fund will make payment for redeemed shares within seven
days thereafter. Under unusual circumstances, the Fund may suspend repurchases,
or postpone payment of redemption proceeds for more than seven days, as
permitted by federal securities law. If you purchase shares of the Fund by
check (including certified check) and redeem them shortly thereafter, the Fund
will delay payment of the redemption proceeds for up to fifteen days after the
Fund's receipt of the check or until the check clears, whichever occurs first.
You may experience delays in exercising telephone redemptions during
periods of abnormal market activity. Accordingly, during periods of volatile
economic and market conditions, you may wish to consider transmitting redemption
orders to the Transfer Agent by an overnight courier service.
THE FUND'S DISTRIBUTOR
Shares of the Fund are distributed by Robertson, Stephens & Company LLC.
Under its Distribution Agreement with the Fund, Robertson, Stephens & Company
LLC bears certain expenses related to the distribution of shares of the Fund,
including commissions payable to persons engaging in the distribution of the
shares, advertising expenses, and the costs of preparing and distributing sales
literature incurred in connection with the offering of the shares.
To compensate Robertson, Stephens & Company LLC for the services it
provides and for the expenses it bears under the Distribution Agreement, the
Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940 pursuant to which the Fund pays Robertson,
Stephens & Company LLC compensation accrued daily and paid monthly, at the
annual rate of 0.25% of the Fund's average daily net assets. Robertson,
Stephens & Company LLC may pay brokers a commission expressed as a percentage of
the purchase price of shares of the Fund.
The Fund has agreed to indemnify Robertson, Stephens & Company LLC against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
The Fund distributes substantially all of its net investment income and net
capital gains to shareholders at least once per year (more often if necessary to
avoid certain excise or income taxes on the Fund). All distributions will be
automatically reinvested in Fund shares unless the shareholder requests cash
payment on at least 10 days prior written notice to the Transfer Agent.
The Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements that are necessary for it
to be relieved of federal taxes on income and gains it distributes to
shareholders. The Fund will distribute substantially all of its net investment
income and net capital gain income on a current basis.
All Fund distributions will be taxable to you as ordinary income, except
that any distributions of net long-term capital gains will be taxed as such,
regardless of how long you have held your shares. Distributions will be taxable
as described above, whether received in cash or in shares through the
reinvestment of distributions. Early in each year, the Trust will notify you of
the amount and tax status of distributions paid to you by the Fund for the
preceding year.
The foregoing is a summary of certain federal income tax consequences of
investing in the Fund. You should consult your tax adviser to determine the
precise effect of an investment in the Fund on your particular tax situation.
-10-
<PAGE>
HOW NET ASSET VALUE IS DETERMINED
The Fund calculates the net asset value of its shares by dividing the total
value of its assets attributable to the shares, less liabilities attributable to
the shares, by the number of shares outstanding. Shares are valued as of the
close of regular trading on the New York Stock Exchange each day the Exchange is
open. Fund securities for which market quotations are readily available are
stated at market value. Short-term investments that will mature in 60 days or
less are stated at amortized cost, which approximates market value. All other
securities and assets are valued at their fair values determined by Robertson
Stephens Investment Management.
HOW PERFORMANCE IS DETERMINED
Total return data for the Fund may from time to time be included in
advertisements about the Fund. "Total return" for the Fund through the most
recent calendar quarter represents the actual rate of return on an investment of
$1,000 in the Fund. Total return may also be presented for other periods.
Quotations of total return for a period when an expense limitation was in effect
will be greater than if the limitation had not been in effect. The Fund's
performance may be compared to various indices. See the Statement of Additional
Information. Information may be presented in advertisements about the Fund
describing the background and professional experience of the Fund's investment
advisor or any portfolio manager.
ALL DATA ARE BASED ON THE FUND'S PAST INVESTMENT RESULTS AND DO NOT PREDICT
FUTURE PERFORMANCE. Investment performance, which will vary, is based on many
factors, including market conditions, the composition of the Fund's portfolio,
and the Fund's investments expenses. Investment performance also often reflects
the risks associated with the Fund's investment objective and policies. These
factors should be considered when comparing the Fund's investment results to
those of other mutual funds and other investment vehicles.
ADDITIONAL INFORMATION
The Fund is a series of the Trust, which was organized on May 11, 1987
under the laws of the Commonwealth of Massachusetts and is a business entity
commonly known as a "Massachusetts business trust." A copy of the Agreement
and Declaration of Trust, which is governed by Massachusetts law, is on file
with the Secretary of State of The Commonwealth of Massachusetts.
When matters are submitted for shareholder vote, shareholders of each
series will have one vote for each full share owned and proportionate,
fractional votes for fractional shares held. Generally, shares of each series
vote separately as a class on all matters except (1) matters affecting only the
interests of one or more of the series, in which case only shares of the
affected series would be entitled to vote, or (2) when the Investment Company
Act requires that shares of all series be voted in the aggregate. Although the
Trust is not required to hold annual shareholder meetings, shareholders have the
right to call a meeting to elect or remove Trustees, or to take other actions as
provided in the Agreement and Declaration of Trust.
State Street Bank and Trust Company, c/o National Financial Data Services,
P.O. Box 419717, Kansas City, Missouri 64141, acts as the Fund's transfer agent
and dividend paying agent. State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110, also acts as the custodian of the Fund's
portfolio.
-11-
<PAGE>
ADDRESS
555 California Street
San Francisco, CA 94104
1-800-766-FUND
INVESTMENT ADVISER
Robertson, Stephens & Company
Investment Management, L.P.
555 California Street
San Francisco, CA 94104
1-415-781-9700
DISTRIBUTOR
Robertson, Stephens & Company LLC
555 California Street
San Francisco, CA 94104
1-415-781-9700
TRANSFER AGENT
State Street Bank and Trust Company
c/o National Financial Data Services
P. O. Box 419717
Kansas City, MO 64141
1-800-272-6944
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104
LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110
CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer contained in this Prospectus, and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Fund. This Prospectus does not constitute an
offering in any state or jurisdiction in which such offering may not lawfully be
made.
ROBERTSON STEPHENS MUTUAL FUNDS
_________
The Robertson Stephens Global Value Fund
TO REQUEST AN
APPLICATION, CALL
1-800-766-FUND
FOR QUESTIONS CONCERNING
SHAREHOLDER ACCOUNTS, CALL
1-800-272-6944
PROSPECTUS
February , 1997
<PAGE>
---------------
FORM N-1A
PART B
---------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A POST-
EFFECTIVE AMENDMENT TO THE TRUST'S REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS
NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS STATEMENT OF ADDITIONAL INFORMATION SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 20, 1997
STATEMENT OF ADDITIONAL INFORMATION
ROBERTSON STEPHENS GLOBAL VALUE FUND
FEBRUARY __, 1997
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 the Prospectus of the Trust
dated February __, 1997. A copy of the Trust's Prospectus can be obtained upon
request made to Robertson, Stephens & Company LLC ("RS&Co."), the Trust's
distributor, 555 California Street, San Francisco, California 94104, telephone
1-800-766-FUND.
TABLE OF CONTENTS
CAPTION PAGE
------- ----
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . 2
THE FUND'S INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . .12
MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
THE FUND'S DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
HOW NET ASSET VALUE IS DETERMINED. . . . . . . . . . . . . . . . . . . . . . .18
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
HOW PERFORMANCE IS DETERMINED. . . . . . . . . . . . . . . . . . . . . . . . .21
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective and policies of the Fund are described in detail
in the Prospectus. The following discussion provides supplemental information
concerning certain investment techniques in which the Fund may engage, and
certain of the risks they may entail.
The Fund is managed by Robertson, Stephens & Company Investment Management,
L.P. ("RSIM, L.P.").
OPTIONS
The Fund may purchase and sell put and call options on its portfolio
securities to enhance investment performance and to protect against changes in
market prices. There is no assurance that the Fund's use of put and call
options will achieve its desired objective, and the Fund's use of options may
result in losses to the Fund.
COVERED CALL OPTIONS. The 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,
the 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.
The Fund may terminate a call option that it has written before it expires
by entering into a closing purchase transaction. The 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. The 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, the Fund also
receives interest on the cash and debt securities maintained to cover the
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.
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<PAGE>
The 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. The 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.
The 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.
The Fund may also purchase put and call options to attempt to enhance its
current return.
OPTIONS ON FOREIGN SECURITIES. The 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 the 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, the 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 the 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 Fund's 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-3
<PAGE>
Government regulations, particularly the requirements for qualification as
a "regulated investment company" under the Internal Revenue Code, may also
restrict the Fund's use of options.
SPECIAL EXPIRATION PRICE OPTIONS
The Fund may purchase over-the-counter ("OTC") puts and calls with respect
to specified securities ("special expiration price options") pursuant to which
the Fund 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 the Fund's profits if the special expiration price options are
exercised. The 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.
FUTURES CONTRACTS
INDEX FUTURES CONTRACTS AND OPTIONS. The 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 the 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, the 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
B-4
<PAGE>
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, the Fund 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."
The 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. The Fund may also allow such options to expire unexercised.
Compared to the purchase or sale of futures contracts, the purchase of call
or put options on an index involves less potential risk to the 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 the 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 the 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 the 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 the 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 Fund intends 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
B-5
<PAGE>
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, the 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
the 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
the 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 the
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 the 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.
Successful use of futures contracts and options by the 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 the 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. The Fund will incur brokerage fees in connection with its
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 the 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.
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INDEXED SECURITIES
The Fund 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
The 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 the 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 the interest factor. If
the seller defaults, the 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, the 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.
SECURITIES LENDING
The 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) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities of the 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 the 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.
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Before the 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, the 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 the Fund if the holders of such securities are asked
to vote upon or consent to matters materially affecting the investment. The
Fund will not lend portfolio securities to borrowers affiliated with the Fund.
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 the 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 the 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
The 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. The Fund may engage in both "transaction hedging" and
"position hedging."
When it engages in transaction hedging, the 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. The 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, the 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 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.
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<PAGE>
The 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. The
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, the 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
the Fund the right to assume a short position in the futures contract until
expiration of the option. A put option on currency gives the 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 the Fund the right to assume
a long position in the futures contract until the expiration of the option. A
call option on currency gives the Fund the right to purchase a currency at the
exercise price until the expiration of the option. The 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, the 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, the 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. The 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 the Fund's
portfolio securities at the expiration or maturity of a forward or futures
contract. Accordingly, it may be necessary for the 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 the 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 the 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 the 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 the 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.
The 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
B-9
<PAGE>
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 (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, the 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 the 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, the 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.
B-10
<PAGE>
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 the Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer.
PRECIOUS METALS
The value of the investments of the Fund 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, the 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. The 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 the Fund's annual gross income.
This tax requirement could the 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 the 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 the
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.
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<PAGE>
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, the Fund is nonetheless required to accrue
interest income on them and to distribute the amount of that interest at least
annually to shareholders. Thus, the Fund could be required at times to
liquidate other investments in order to satisfy its distribution requirement.
The 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 FUND'S INVESTMENT LIMITATIONS
The Trust has adopted the following fundamental investment restrictions
which (except to the extent they are designated as nonfundamental as to the
Fund) may not be changed without the affirmative vote of a majority of the
outstanding voting securities of the affected Fund.
The Fund may not:
1. issue any class of securities which is senior to the Fund's shares of
beneficial interest, except the Fund may borrow money to the extent
contemplated by Restriction 3 below;
2. purchase securities on margin (but the 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;
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) 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;
6. 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;
7. purchase or sell commodities or commodity contracts, except that the
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;
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<PAGE>
8. purchase or sell real estate or interests in real estate, including
real estate mortgage loans, although 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. (For purposes of this restriction, investments by
the 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.)
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 the 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 the outstanding
shares of the 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.
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<PAGE>
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
Set forth below is certain information about the Trust's trustees and
executive officers:
*G. RANDY HECHT, PRESIDENT, CHIEF EXECUTIVE OFFICER AND TRUSTEE
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Mr. Hecht, 45, has served as the Chief Operating Officer of Robertson,
Stephens & Company, Inc. since January 1993, as Chief Financial Officer of
Robertson, Stephens & Company LLC (and its predecessors) from June 1984 to
January 1993 and as the head of the firm's Investment Management Group
since 1988. He is a limited partner of Robertson, Stephens & Company LLC,
and a member of the Management and Executive Committees of Robertson,
Stephens & Company, Inc. As of October 18, 1988, Mr. Hecht assumed the
responsibilities of President and Chief Executive Officer of the Trust.
From May 1987 through May 1995, he served as Chief Financial Officer of
the Trust. Mr. Hecht has been a Director of RSIM, Inc., and of Robertson,
Stephens & Company, Inc., the sole general partner of RSIM, L.P., one of
the Trust's Advisers, from June 1989 to January 1993, and since January
1993, respectively. Mr. Hecht served as the Trust's Secretary from May
1987 through January 1989, as RSIM, L.P.'s Secretary from 1993 to the
present, and as RSIM, Inc.'s Secretary from May 1987 through June 1989. He
has been a Trustee of the Trust since June 1987.
LEONARD B. AUERBACH, TRUSTEE
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Mr. Auerbach, 49, 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 the sole shareholder and director of a company that is
a general partner of Tuttle & Company, which provides mortgage pipeline
interest rate hedging services to a variety of institutional clients. Mr.
Auerbach is the President of Tuttle & Auerbach Securities, Inc., an
introducing broker trading futures on behalf of institutional hedging
clients and individuals. He also is 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. He has
been a Trustee of the Trust since June 1987.
DANIEL R. COONEY, TRUSTEE
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Mr. Cooney, 71, is retired. He had a consulting agreement with Lord Abbett
& Co., a mutual fund adviser, from January 1987 until December 1989. From
September 1985 through December 1986 he was an Executive Vice President and
Senior Adviser of the Lord Abbett Developing Growth Fund, a mutual fund.
Mr. Cooney was the portfolio manager of the Lord Abbett Developing Growth
Fund from its inception (October 1973) through September 1985, at which
time the Lord Abbett Developing Growth Fund had assets of approximately
$250 million. He has been a Trustee of the Trust since April 1989.
TERRY R. OTTON, CHIEF FINANCIAL OFFICER
c/o Robertson, Stephens & Company LLC, 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
- ---------------
* DENOTES A TRUSTEE WHO IS AN "INTERESTED PERSON," AS DEFINED IN THE 1940
ACT.
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<PAGE>
Accountant, and prior to joining Robertson, Stephens & Company LLC in 1982,
was employed by Arthur Anderson.
JAMES K. PETERSON, TRUSTEE
c/o Robertson, Stephens & Company LLC, 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.
*JOHN P. ROHAL, TRUSTEE
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Mr. Rohal, 49, has served as Managing Director and Director of Research for
Robertson, Stephens & Company LLC (and its predecessors) since April 1993.
From November 1987 to April 1993 he was Managing Director and co-head of
the technology research group for Alex. Brown & Sons, an investment banking
firm. He has been a Trustee of the Trust since July 1993.
DANA K. WELCH, SECRETARY
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Ms. Welch, 45, 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 Agreement with the Fund, 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 $30,000 and reimburses their actual out-
of-pocket expenses relating to attendance at meetings of the Board of Trustees.
On February 20, 1997 the officers and trustees of the Trust, as a group,
beneficially owned less than 1% of the outstanding shares of the Fund.
The Trust's Declaration of Trust provides 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 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 an Investment Advisory Agreement (the "Advisory Agreement"),
Robertson Stephens Investment Management determines the composition of the
Fund's portfolio, the nature and timing of the changes to the Fund's
portfolio, and the manner of implementing such changes. Robertson Stephens
Investment Management also (a) provides the Fund with investment advice,
research, and related services for the investment of its 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 Agreement; and (d) furnishes the Fund with office space and certain
administrative services. The services of Robertson Stephens Investment
Management to the Fund are not deemed to be exclusive, and Robertson Stephens
Investment Management or any affiliate may provide similar services to other
series of the Trust, other investment companies, and other clients, and may
engage in other activities. The Fund may reimburse Robertson Stephens
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Investment Management (on a cost recovery basis only) for any services performed
for the Fund by it outside its duties under the Advisory Agreement.
Investment decisions for the Fund 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 RS&Co., for
research information for the Fund.
ADMINISTRATIVE FEES. The Fund has entered into Administrative Services
Agreements with RSIM, L.P., pursuant to which RSIM, L.P. continuously provides
business management services to the Fund and generally manages all of the
business and affairs of the Fund, subject to the general oversight of the
Trustees.
The proceeds received by the 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 the Fund, and constitute the
underlying assets of the Fund. The underlying assets of the Fund will be
segregated on the Trust's books of account, and will be charged with the
liabilities in respect of the Fund and with a share of the general liabilities
of the Trust.
The Advisory Agreement is subject to annual approval by (i) the vote of the
Trustees or of a majority of the outstanding voting securities (as defined in
the 1940 Act) of the 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,
L.P., or RSIM, Inc. The Advisory Agreement 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.
The Administrative Services Agreement is subject to annual approval 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 Agreement 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 Fund, on 30 days notice to RSIM, L.P.
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EXPENSES
The Fund will pay all expenses related to its operation which are not borne
by Robertson Stephens Investment Management or RS&Co., including but not limited
to taxes, interest, brokerage fees and commissions, compensation paid to RS&Co.
under the Fund's 12b-1 Plan, fees paid to members of the Board of Trustees who
are not officers, directors, stockholders, or employees of Robertson Stephens
Investment Management or RS&Co., 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 the 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 the 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 Fund), although not all of these services are necessarily useful
and of value in managing the Fund. The management fee paid by the 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 Fund and buys and sells investments
for the Fund through a substantial number of brokers and dealers. Robertson
Stephens Investment Management seeks the best overall terms available for the
Fund, 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 the 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.
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As permitted by Section 28(e) of the 1934 Act, and by the Advisory
Agreement, Robertson Stephens Investment Management may cause the 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 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 the Fund to pay
any such greater commissions is also subject to such policies as the Trustees
may adopt from time to time. RSIM, L.P. does not currently intend to cause the
Fund 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. will
use its best efforts to obtain the best overall terms available with respect to
such transactions.
THE FUND'S DISTRIBUTOR
The Fund has adopted a Distribution Plan under Rule 12b-l of the 1940 Act
(each, a "Plan"). Pursuant to the Plan the Fund may pay RS&Co. (also referred
to as the "Distributor"), from the assets attributable to the Fund's shares,
distribution fees, for services the Distributor renders and costs and expenses
it incurs in connection with the continuous offering of the Fund's shares, at an
annual rate of 0.25% of the Fund's average daily net assets. These expenses may
include, but are not limited to, costs of advertising and promoting the sale of
shares of the Fund and payments to dealers, financial institutions, advisers, or
other firms. The Plans also permit the Distributor to receive compensation
based on a prorated portion of its overhead expenses attributable to the
distribution of the Fund's shares, which include leases, communications,
salaries, training, supplies, photocopying, and any other category of the
Distributor's expenses attributable to the distribution of the Fund's shares.
HOW NET ASSET VALUE IS DETERMINED
The Fund determines the net asset value per share 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 the Fund are restricted as to resale, Robertson
Stephens Investment Management determines their fair values. The fair value of
such securities is generally determined as the amount which the 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
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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 the 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 the 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 shareholder, up to the lesser of $250,000
and 1% of the value of the Fund's net assets at the beginning of the period.
Should redemptions by any shareholder of the 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
The 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, the 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 the 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," the 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) derive less than 30% of its gross income from the sale or other disposition
of certain assets (including stock and securities) held less than three months;
(c) 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, the Fund must in general distribute at least 90% of its
interest, dividends, net short-term capital gain, and certain other income each
year.
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An excise tax at the rate of 4% will be imposed on the excess, if any, of
the 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. The Fund intends to make
distributions sufficient to avoid imposition of the excise tax. Distributions
declared by the 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 the 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 the 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.
The 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, in particular, the requirement that
less than 30% of the Fund's gross income be derived from the sale or disposition
of assets held for less than three months. The 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 the 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
of the Fund.
The 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 the Fund is notified that the shareholder has
under reported income in the past, or who fails to certify to the 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.
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HOW PERFORMANCE IS DETERMINED
STANDARDIZED PERFORMANCE INFORMATION
Average annual total return of a class of shares of the Fund for one-,
five-, and ten-year periods (or for such shorter periods as 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.
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.
NON-STANDARDIZED TOTAL RETURN INFORMATION
From time to time, the 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
The 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. The 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 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 the Fund may present a statistical measure of the
volatility of the Fund's performance relative to the volatility of the
performance of the S&P 500. The 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 the Fund's portfolio
volatility perfectly represents that of the S&P 500, the Fund's beta would be
1.0. If the Fund's beta is greater than 1.0, the Fund's portfolio would tend to
represent a greater market risk than the S&P 500 because the Fund's portfolio
would tend to be more sensitive to movements in the securities markets. For
example, if the Fund's beta is 1.1, the Fund's performance would tend to vary
approximately 10% more than would the performance
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of the S&P 500. If the Fund's beta is 0.9, the 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 the 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
sigma R R - R
FT MT n F M
beta = ---------------------
n 2 -2
sigma R - R
MT n 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
FT 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 Fund's transfer agent.
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, serves as the Fund's 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 Trustees hold the securities in the
Fund's portfolios and other assets for safekeeping. The Transfer Agent and
Custodian do not participate in making investment decisions for the Fund.
INDEPENDENT ACCOUNTANTS
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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 the Fund's property for all loss and expense of any
shareholder held personally liable for the obligations of the 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 Prospectus 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.
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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
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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
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.
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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.
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
B-26
<PAGE>
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-27
<PAGE>
---------------
FORM N-1A
PART C
---------------
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
1. Inapplicable.
2. Inapplicable.
(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.(C)
1.(c) Copy of Certificate of Amendment of Agreement and Declaration of
Trust of Registrant.(D)
1.(d) Copy of Certificate of Amendment of Agreement and Declaration of
Trust of Registrant.(L)
1.(e) Form of Amended and Restated Agreement and Declaration of Trust
of Registrant.(Q)
2.(a) Copy of Amended and Restated By-Laws of Registrant.(A)
2.(b) Form of Amended and Restated By-Laws of Registrant.(Q)
3. Inapplicable.
4. Specimen Share Certificate.(A)
5.(a) Investment Advisory Agreement between Avon Capital Management
Corporation (now Robertson Stephens Investment Management, Inc.)
and Registrant on behalf of Robertson Stephens Emerging Growth
Fund.(B)
5.(b) Form of Investment Advisory Agreement between Robertson Stephens
Investment Management, Inc. and Registrant on behalf of Robertson
Stephens Value Plus Fund.(D)
5.(c) Form of Investment Advisory Agreement between Robertson Stephens
Investment Management, L.P. and Registrant on behalf of
Robertson Stephens Contrarian Fund.(G)
5.(d) 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.(H)
5.(e) Form of Investment Advisory Agreement between Robertson Stephens
Investment Management, L.P. and Registrant on behalf of
Robertson Stephens Emerging Markets Fund.(I)
5.(f) Form of Investment Advisory Agreement between Robertson Stephens
Investment Management, L.P. and Registrant on behalf of Robertson
Stephens Partners Fund.(L)
5.(g) Form of Investment Advisory Agreement between Robertson Stephens
Investment Management, L.P. and Registrant on behalf of Robertson
Stephens Growth & Income Fund.(M)
5.(h) Form of Investment Advisory Agreement between Robertson Stephens
Investment Management, L.P. and Registrant (on behalf of each of
Robertson Stephens Global Low-Priced Stock Fund, Robertson
Stephens Global Natural Resources Fund, and Robertson Stephens
Information Age Fund).(N)
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<PAGE>
5.(i) Form of Letter Agreement regarding the Investment Advisory
Agreement listed in 5(d), above.(O)
5.(j) Form of Investment Advisory Agreement between Robertson, Stephens
& Company, L.P. and Registrant (on behalf of Robertson Stephens
Asia Fund).(P)
5.(k) Form of Investment Advisory Agreement between Robertson, Stephens
& Company Investment Management, L.P. and Registrant (on behalf
of Robertson Stephens Diversified Growth Fund).(P)
5.(l) Form of Investment Advisory Agreement between Robertson, Stephens
& Company Investment Management, L.P. and Registrant (on behalf
of Robertson Stephens Emerging Europe Fund).(P)
5.(m) Form of Investment Advisory Agreement between Robertson, Stephens
& Company, L.P. and Registrant (on behalf of Robertson Stephens
MicroCap Growth Fund).(Q)
5.(n) Form of Investment Advisory Agreement between Robertson, Stephens
& Company, L.P. and Registrant (on behalf of Robertson Stephens
Global Value Fund).*
6.(a) Underwriting Agreement and Selling Group Agreement.(F)
6.(b) Consent of the Board of Trustees of Registrant.(H)
7. Inapplicable.
8. Custodian Agreement between Registrant and State Street Bank and
Trust.(E)
9. (A) - Form of Administrative Services Agreement.(P)
(B) - Form of Shareholder Service Plan (Q)
10. Inapplicable.
11. Inapplicable.
12. Inapplicable.
13. Letter of Understanding Relating to Initial Capital.(A,J)
14. Disclosure Statement, Custodial Account Agreement and related
documents for an Individual Retirement Account (State Street Bank
and Trust).(E)
15.(a) Distribution Plan Pursuant to Rule 12b-l adopted by Registrant
for Robertson Stephens Emerging Growth Fund.(A)
15.(b) Form of Distribution Plan Pursuant to Rule 12b-l adopted by
Registrant for Robertson Stephens Contrarian Fund.(G)
15.(c) Form of Distribution Plan Pursuant to Rule 12b-l adopted by
Registrant for Robertson Stephens Emerging Markets Fund (now,
Robertson Stephens Developing Countries Fund).(I)
15.(d) Form of Distribution Plan Pursuant to Rule 12b-1 adopted by
Registrant for Robertson Stephens Partners Fund.(L)
C-2
<PAGE>
15.(e) Form of Distribution Plan Pursuant to Rule 12b-1 adopted by
Registrant for Robertson Stephens Growth & Income Fund.(L)
15.(f) Form of Distribution Plan Pursuant to Rule 12b-1 (in respect of
each of Robertson Stephens Global Low-Priced Stock Fund,
Robertson Stephens Global Natural Resources Fund and Robertson
Stephens Information Age Fund).(N)
15.(g) Form of Distribution Plan Pursuant to Rule 12b-1 (in respect of
Robertson Stephens Value + Growth Fund).(O)
15.(h) Form of Distribution Plan Pursuant to Rule 12b-1 (in respect of
each of Robertson Stephens Asia Fund, Robertson Stephens
Diversified Growth Fund, Robertson Stephens Emerging Europe Fund,
and Robertson Stephens MicroCap Growth Fund).(P)
15.(i) Form of Distribution Plan Pursuant to Rule 12b-1 (in respect of
Class C shares).(Q)
15.(j) Form of Distribution Plan Pursuant to Rule 12b-1 (in respect of
Robertson Stephens Global Value Fund).*
16. Schedule of Computation of Performance Quotation.(D)
17.(a) Power of Attorney.(H)
17.(b) Power of Attorney of Terry R. Otton.(M)
17.(c) Power of Attorney.(P)
27.A-
27.I Inapplicable.
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.
1 to the Registration Statement on March 3, 1988.
(C) Previously filed as part of the Post-Effective Amendment No.
4 to the Registration Statement on May 1, 1991.
(D) Previously filed as part of the Post-Effective Amendment No.
6 to the Registration Statement on March 12, 1992.
(E) Previously filed as part of the Post-Effective Amendment No.
8 to the Registration Statement on June 30, 1992.
(F) Previously filed as part of the Post-Effective Amendment No.
11 to the Registration Statement on February 5, 1993.
(G) Previously filed as part of the Post-Effective Amendment No.
13 to the Registration Statement on April 30, 1993.
(H) Previously filed as part of the Post-Effective Amendment No.
16 to the Registration Statement on December 8, 1993.
(I) Previously filed as part of the Post-Effective Amendment No.
18 to the Registration Statement on April 29, 1994.
(J) Previously filed as part of the Post-Effective Amendment No.
19 to the Registration Statement on July 5, 1994.
(K) Previously filed as part of the Post-Effective Amendment No.
20 to the Registration Statement on October 14, 1994.
C-3
<PAGE>
(L) Previously filed as part of the Post-Effective Amendment No.
21 to the Registration Statement on April 28, 1995.
(M) Previously filed as part of the Post-Effective Amendment No.
22 to the Registration Statement on July 3, 1995.
(N) Previously filed as part of the Post-Effective Amendment No.
23 to the Registration Statement on September 1, 1995.
(O) Previously filed as part of the Post-Effective Amendment No.
24 to the Registration Statement on January 16, 1996.
(P) Previously Filed as part of the Post-Effective Amendment No.
25 to the Registration Statement on May 17, 1996.
(Q) Previously Filed as part of the Post-Effective Amendment No.
26 to the Registration Statement on January 21, 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 December 15, 1996, Registrant had the following number of security
holders of its Class A shares:
Title of Class Number of Record Holders
-------------- ------------------------
Shares of Beneficial Interest of 0
The Robertson Stephens
Asia Fund
Shares of Beneficial Interest of 22,878
The Robertson Stephens
Contrarian Fund
Shares of Beneficial Interest of 1,872
The Robertson Stephens
Developing Countries Fund
Shares of Beneficial Interest of 890
The Robertson Stephens
Diversified Growth Fund
Shares of Beneficial Interest of 0
The Robertson Stephens
Emerging Europe Fund
Shares of Beneficial Interest of 8,233
The Robertson Stephens
Emerging Growth Fund
C-4
<PAGE>
Shares of Beneficial Interest of 1,043
The Robertson Stephens
Global Low-Priced Stock
Fund
Shares of Beneficial Interest of 2,274
The Robertson Stephens
Global Natural Resources
Fund
Shares of Beneficial Interest of 7,216
The Robertson Stephens
Growth & Income Fund
Shares of Beneficial Interest of 3,209
The Robertson Stephens
Information Age Fund
Shares of Beneficial Interest of 2,310
The Robertson Stephens
Partners Fund
Shares of Beneficial Interest of 0
The Robertson Stephens
Fund
Shares of Beneficial Interest of 24,928
The Robertson Stephens
Value + Growth Fund
ITEM 27. INDEMNIFICATION
Under the terms of Registrant's By-laws, Article XI (See Exhibit 2 to this
Registration Statement), Registrant may 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
may be 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 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.
Registrant also participates in a policy of insurance which insures
Registrant, its present, past and future trustees, officers, employees, agents
and investment advisers against any liability incurred on account of any alleged
negligent act, error or omission committed in connection with the operation of
the Trust, but excluding losses incurred
C-5
<PAGE>
by reason of any fraudulent breach of trust or intention to deceive or defraud,
or dishonest, criminal or malicious act finally adjudicated. Coverage for the
insureds generally includes losses incurred by reason of any actual or alleged
breach of duty, neglect, error, misstatement, misleading statement or other act
or omission committed by such person in such capacity, but generally excludes
losses incurred on account of personal dishonesty, fraudulent breach of trust,
lack of good faith or intention to deceive or defraud or willful failure to act
prudently.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Robertson Stephens Investment Management, Inc. ("RSIM, Inc."), a Delaware
corporation, and Robertson, Stephens & Company Investment Management, L.P.
("RSIM, L.P."), a California limited partnership, are the investment advisers to
Registrant. Since they commenced operations in March 1986 and June 1993,
respectively, RSIM Inc.'s and RSIM, L.P.'s principal businesses have been to
render investment advisory services to clients, including Registrant, limited
partnerships and various private accounts.
RSIM, L.P.'s sole general partner is Robertson, Stephens & Company, Inc.,
and its sole limited partner is RS Regulated I, LLC, a holding company within
the Robertson Stephens Group.
Information about G. Randy Hecht, a director
of RSIM, Inc., is set forth in Part A herein and under Item 29 below.
Information about David J. Evans, Secretary of RSIM,
Inc., is set forth in Part A herein.
Herbert L. Damner, Jr., a Director of RSIM, Inc., has been a partner of
Damner, Pike & Co., a real estate firm located at 345 California Street, 21st
Floor, San Francisco, CA 94104, since January 1984.
C-6
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Robertson, Stephens & Company LLC is the principal underwriter of each of
the Funds.
(b) The table below sets forth certain information as of February 20, 1997 as
to the members of Robertson, Stephens & Company LLC, the principal
underwriter of Registrant's shares. The managing member of Robertson,
Stephens & Company LLC is Robertson, Stephens & Company Group, L.L.C., a
Delaware
C-7
<PAGE>
limited liability company. The principal business address for each of the
persons named below is 555 California Street, San Francisco, CA 94104.
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME WITH UNDERWRITER REGISTRANT
Mary Katherine Barger Managing Director and Member None
Brian S. Bean Managing Director and Member None
M. Kathleen Behrens Managing Director and Member None
Keith E. Benjamin Managing Director and Member None
Lars-Christian Brask Managing Director and Member None
Richard G. Bianchina Managing Director and Member None
Frank W. Birnie, Jr. Managing Director and Member None
William W. Burke Managing Director and Member None
Clark Callendar Managing Director and Member None
James X. Callinan Managing Director and Member None
Georgene R. Carambat Managing Director and Member None
Farah H. Champsi Managing Director and Member None
Brendan Dyson Managing Director and Member None
Thomas P. Eddy, Jr. Managing Director and Member None
Richard C. Edwards Managing Director and Member None
Ronald E. Elijah Managing Director and Member None
Robert L. Emery Managing Director and Member None
Brian Farr Managing Director and Member None
Kenneth R. Fitzsimmons, Jr. Managing Director and Member None
James P. Foster Managing Director and Member None
David L. Goldsmith Managing Director and Member None
Robert Grady Managing Director and Member None
Tony M. Haertl Managing Director and Member None
Charles A. Hamilton Managing Director and Member None
Kenneth C. Haupt Managing Director and Member None
William Hazen Managing Director and Member None
G. Randy Hecht Managing Director and Member President,
Chief Executive
Officer, and
Trustee
E. David Hetz Managing Director and Member None
Thomas E. Hodapp Managing Director and Member None
Paul Johnson Managing Director and Member None
Seymour F. Kaufman Managing Director and Member None
John F. Keating, Jr. Managing Director and Member None
Daniel L. Klesken Managing Director and Member None
Janet J. Kloppenburg Managing Director and Member None
Michael G. McCaffery Managing Director and Member None
Douglas C. Moore Managing Director and Member None
Daniel J. Murphy Managing Director and Member None
Robert J. Nowlin Managing Director and Member None
Terry R. Otton Managing Director and Member Treasurer,
Chief Financial
Officer, and
Principal
Accounting
Officer
J. Misha Petkevich Managing Director and Member None
Andrew P. Pilara, Jr. Managing Director and Member None
Karl Power Managing Director and Member None
c-8
<PAGE>
John Powers Managing Director and Member None
Larry Rehmer Managing Director and Member None
William Ring Managing Director and Member None
George V. Robertson Managing Director and Member None
Sanford R. Robertson Managing Director and Member None
John P. Rohal Managing Director and Member Trustee
John Rossi Managing Director and Member None
Neil J. Sandler Managing Director and Member None
Stephen Schweich Managing Director and Member None
Thomas Sheedy Managing Director and Member None
Paul G. Sherer Managing Director and Member None
Russell R. Silvestri Managing Director and Member None
Mark J. Simon Managing Director and Member None
Paul C. Slivon Managing Director and Member None
Sheryl R. Skolnick Managing Director and Member None
Michael J. Stark Managing Director and Member None
Paul H. Stephens Managing Director and Member None
George Vetter III Managing Director and Member None
John L. Wallace Managing Director and Member None
Dana K. Welch Managing Director and Member Secretary
Edward Weller Managing Director and Member None
William S. Wisialowski Managing Director and Member None
Vivian R. Wohl Managing Director and Member None
Joseph Yurman Managing Director and Member None
Donald E. Zimmer Managing Director and Member None
(c) Inapplicable.
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
C-9
<PAGE>
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 undertakes to file a post-effective amendment containing
financial statements (that need not be certified) as to Robertson Stephens
Global Value Fund within four to six months following the effective date of
this Amendment.
(c) 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.
C-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to its
Registration Statement 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 20th day of February, 1997.
ROBERTSON STEPHENS INVESTMENT TRUST
By: G. Randy Hecht*
----------------------------------
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below, on February 20, 1997, by the
following persons in the capacities indicated.
SIGNATURE CAPACITY
G. RANDY HECHT* Principal Executive Officer
- ------------------------- and Trustee
George R. Hecht
/s/ TERRY R. OTTON Treasurer, Chief Financial Officer,
- ------------------------- and Principal Accounting Officer
Terry R. Otton
LEONARD B. AUERBACH* Trustee
- -------------------------
Leonard B. Auerbach
DANIEL R. COONEY* Trustee
- -------------------------
Daniel R. Cooney
JAMES K. PETERSON* Trustee
- -------------------------
James K. Peterson
JOHN P. ROHAL* Trustee
- -------------------------
John P. Rohal
*By /s/ Terry R. Otton
- -------------------------
Terry R. Otton, Attorney-in-Fact pursuant
to the Powers of Attorney filed herewith.
C-11
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE PAGE NO.
- ----------- ----- --------
5(n) Form of Investment Advisory Agreement for
Robertson Stephens Global Value Fund
15(j) Form of Distribution Plan Pursuant to Rule 12b-1
in respect of Robertson Stephens Global Value Fund
C-12
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the ___ day
of February, 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
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 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 persons, brokers or dealers (including Robertson, Stephens &
Company) in conformity with
<PAGE>
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.
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 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).
-2-
<PAGE>
(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 its
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 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 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;
(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;
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<PAGE>
(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;
(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;
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<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
(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. 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
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<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.
(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.
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.
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<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.
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.
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.
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<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
-----------------------------------
President
ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
-----------------------------------
President
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<PAGE>
ROBERTSON STEPHENS GLOBAL VALUE FUND
DISTRIBUTION PLAN
This Distribution Plan (the "Plan") is adopted in accordance with Rule
12b-1 (the "Rule") under the Investment Company Act of 1940, as amended (the
"Act"), by ROBERTSON STEPHENS INVESTMENT TRUST, a business trust organized under
the laws of the Commonwealth of Massachusetts (the "Trust"), with respect to the
shares offered by its series of shares designated as ROBERTSON STEPHENS GLOBAL
VALUE FUND (the "Fund").
1. ANNUAL FEE. The Trust will pay to Robertson, Stephens & Company LLC
("RS&Co."), as the distributor of the Fund's shares, an annual fee for RS&Co.'s
services in such capacity including its expenses in connection with the
promotion and distribution of the Fund's shares (collectively, "Distribution
Expenses"). The annual fee paid to RS&Co. under the Plan will be calculated
daily and paid monthly by the Fund on the first day of each month at an annual
rate of 0.25% of the Fund's average daily net assets.
2. DISTRIBUTION EXPENSES IN EXCESS OF OR LESS THAN AMOUNT OF FEE. All
Distribution Expenses of RS&Co. in excess of its compensation hereunder shall be
borne by RS&Co. The fees paid by the Trust on behalf of the Fund shall not be
refundable in the event that in any given year the fees are greater than
RS&Co.'s Distribution Expenses for that year.
3. EXPENSES COVERED BY THE PLAN. The fee paid to RS&Co. under Section 1
of the Plan may be used by RS&Co. to pay for any expenses primarily intended to
result in the sale of the Fund's shares, including, but not limited to: (a)
costs of payments, including incentive compensation, made to the partners and
employees of, agents for and consultants to RS&Co. or any other broker-dealers
that engage in the distribution of the Fund's shares; (b) payments made to, and
expenses of, persons who provide support services in connection with the
distribution of the Fund's shares, including, but not limited to, personnel of
RS&Co., office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, processing shareholder transactions and providing
any other shareholder services not otherwise provided by the Trust's transfer
agency; (c) all payments made pursuant to the form of Distribution and Service
Agreement attached hereto as an Exhibit; (d) costs relating to the formulation
and implementation of marketing and promotional activities, including, but not
limited to, direct mail promotions and television, radio, newspaper, magazine
and other mass media advertising; (e) costs of printing and distributing
prospectuses, statements of additional information and reports of the Fund to
prospective shareholders of the Fund; (f) costs involved in preparing, printing
and distributing sales literature pertaining to the Fund; and (g) costs involved
in obtaining whatever information, analyses and reports with respect to
marketing and promotional activities that the Trust may, from time to time, deem
advisable. Such expenses shall be deemed incurred whether paid directly by
RS&Co. or by a third party to the extent reimbursed therefor by RS&Co.
<PAGE>
4. PROPHYLACTIC PROVISIONS. No additional payments are to be made by the
Trust with respect to the Fund as a result of the Plan other than (a) the
compensation the Fund is otherwise obligated to pay to Robertson Stephens
Investment Management, Inc. (the "Adviser") pursuant to the Investment Advisory
Agreement as in effect at any time, (b) payments pursuant to Section 1 of the
Plan, and (c) payments made by the Fund in the ordinary course of its business.
To the extent any payments by the Fund under Subparagraph (b) above, or to or by
the Adviser, RS&Co. or other parties on behalf of the Fund, the Adviser or
RS&Co. are deemed to be payments for the financing of any activity primarily
intended to result in the sale of shares of the Fund within the context of the
Rule, then such payments shall be deemed to have been made pursuant to the Plan,
except that the limitation set forth in the first sentence of Section 2 of the
Plan shall not apply. The costs and activities, the payment of which are
intended to be within the scope of the Plan pursuant to this Section, shall
include, but not necessarily be limited to, the following:
(i) the costs of preparing, printing, and mailing all required
reports and notices to existing shareholders;
(ii) the costs of preparing, printing, and mailing or other
dissemination of all prospectuses and statements of additional information;
(iii) the costs of preparing, printing and mailing any proxy
statements, proxies and related solicitation materials;
(iv) all legal and accounting fees relating to the preparation of any
such reports, prospectuses, proxies, proxy statements and related
solicitation materials;
(v) all fees and expenses relating to the qualification of the Trust
and/or Fund and/or its shares under the securities or "Blue Sky" laws of
any jurisdiction;
(vi) all fees under the Securities Act of 1933 and the Act, including
fees in connection with any application for exemption relating to or
directed toward the sale of the Fund's shares;
(vii) all fees and assessments of the Investment Company Institute
and other trade or any successor organizations, irrespective of whether
some of its activities are designed to provide sales assistance;
(viii) all costs of preparing and mailing confirmations of shares
sold or redeemed, and reports of share balances;
(ix) all costs of responding to telephone or mail inquiries of
investors or prospective investors; and
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<PAGE>
(x) payments to dealers, financial institutions, advisers, or other
firms, any one of whom may receive monies (in addition to any amounts paid
pursuant to the Exhibit hereto) in respect to the Fund's shares owned by
shareholders for whom such firm is the dealer of record or holder of record
in any capacity, or with whom such firm has a servicing, agency, or
distribution relationship. Servicing may include, among other things: (A)
answering client inquiries regarding the Fund; (B) assisting clients in
changing account designations and addresses; (C) performing subaccounting;
(D) establishing and maintaining shareholder accounts and records; (E)
processing purchase and redemption transactions; (F) providing periodic
statements showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by such firm; (G) arranging for bank wire
transfers; and (H) such other services as the Fund may require.
5. WRITTEN REPORTS. RS&Co. shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written report of the monies
paid to it under the Plan and the purposes for which such monies were expended,
and shall furnish the Board of Trustees of the Trust with such other information
as the Board of Trustees may reasonably request in connection with the payments
made under the Plan in order to enable the Board of Trustees to make an informed
determination of whether the Plan should be continued.
6. TERMINATION. The Plan may be terminated at any time, without penalty,
by vote of a majority of the outstanding voting securities of the Fund or by a
majority of the Trustees who are not interested persons of the Trust and have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan (the "Qualified Trustees"), and any Distribution
and Service Agreement under the Plan may be likewise terminated, on not more
than sixty (60) days prior written notice.
7. AMENDMENTS. The Plan and any Distribution and Service Agreement may
not be amended to increase materially the amount to be spent for distribution
and servicing of Fund shares pursuant to Section 1 hereof without approval by a
majority of the outstanding voting securities of the Fund. All material
amendments to the Plan and any Distribution and Service Agreement entered into
with third parties shall also be approved in the manner described in Section 10,
below.
8. SELECTION OF NON-INTERESTED TRUSTEES. So long as the Plan is in
effect, the selection and nomination of the Trust's non-interested Trustees
shall be committed to the discretion of such non-interested Trustees.
9. RELATIONSHIP TO AGREEMENT AND DECLARATION OF TRUST. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts and notice is hereby given that this
Plan is executed on behalf of the Trustees of the Trust as Trustees, and not
individually, and that the Trust's obligations arising out of this Plan are not
binding upon the Trustees or holders of the Trust's shares individually but are
binding only upon the assets and property of the Fund.
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<PAGE>
10. EFFECTIVE DATE OF PLAN. The Plan shall take effect on February __,
1997, and, unless sooner terminated, shall continue in effect for a period of
more than one year after it takes effect only so long as such continuance is
specifically approved at least annually by votes of the majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of both (i) the Trustees of the
Trust, and (ii) the Qualified Trustees, cast in person at a meeting called for
the purpose of voting on this Plan.
11. PRESERVATION OF MATERIALS. The Trust will preserve copies of the
Plan, any agreements relating to the Plan and any report made pursuant to
Section 5 above, for a period of not less than six years (the first two years in
an easily accessible place) from the date of the Plan, agreement or report.
12. MEANINGS OF CERTAIN TERMS. As used in the Plan, the terms "interested
person," "majority of the outstanding voting securities" and "assignment" will
be deemed to have the same meaning that those terms have under the Act and the
rules and regulations under the Act, subject to any exemption that may be
granted to the Trust under the Act by the Securities and Exchange Commission,
and provided that "majority of the outstanding voting securities" shall refer
only to securities to which this Plan relates.
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<PAGE>
This Plan and the terms and provisions hereof are hereby accepted and
agreed to by the Trust, on behalf of the Fund, and RS&Co., as evidenced by their
execution hereof, as of this __th day of February, 1997.
ROBERTSON STEPHENS
INVESTMENT TRUST
By:
-------------------------
G. Randy Hecht,
President
ROBERTSON, STEPHENS & COMPANY LLC
By: Robertson, Stephens & Company,
Inc., General Partner
By:
-------------------------
G. Randy Hecht,
Chief Operating Officer
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<PAGE>
EXHIBIT
ROBERTSON STEPHENS GLOBAL VALUE FUND
Distribution and Service Agreement
__________________________
__________________________
__________________________
__________________________
Gentlemen:
This Distribution and Service Agreement has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act"), by
ROBERTSON STEPHENS INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), on behalf of its series of shares designated as ROBERTSON STEPHENS
GLOBAL VALUE FUND (the "Fund"), as part of a plan pursuant to said Rule (the
"Plan"). The Plan has been approved by a majority of the Trustees who are not
interested persons of the Trust or the Fund and who have no direct or indirect
financial interest in the operation of the Plan (the "non-interested Trustees"),
cast in person at a meeting called for the purpose of voting on such Plan. Such
approval included a determination that in the exercise of the reasonable
business judgment of the Board of Trustees and in light of the Trustees'
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Fund and its shareholders. The Plan has also been approved by a vote of at
least a majority of the outstanding voting securities of the Fund, as defined in
the Act and limited to the securities covered by the Plan..
1. To the extent you provide distribution, marketing or administrative
services, including, but not limited to, furnishing services and assistance to
your customers who own Fund shares, answering routine inquiries regarding the
Fund, or assisting in changing account designations and addresses, we shall pay
you a monthly fee based on the average net asset value during any month of Fund
shares which are attributable to customers of your firm, at the rate set forth
on the Schedule attached hereto and made a part of this Agreement (the
"Schedule"); PROVIDED, HOWEVER, that you acknowledge by your execution hereof
that all payments by the Fund to us under the Plan shall be paid in accordance
with Article III, Section 26 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., as such Section may change from time to
time ("Section 26"), including, without limitation, the limitations set forth in
Section 26 on the maximum asset-based sales charges (as defined in Section 26)
payable with respect to such shares. Accordingly, it is agreed that to the
extent
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<PAGE>
the fees payable to us under the Plan with respect to the Fund are reduced or
prohibited by the operation of Section 26, our payments to you hereunder will
likewise be reduced or will cease, and you agree that we shall be obligated to
pay you a fee hereunder only if and to the extent we actually receive a fee from
the Fund pursuant to the Plan.
2. In no event may the aggregate annual fee paid to you pursuant to the
Schedule attached hereto exceed _______ [such amount to be negotiable by RS&Co.
but not to exceed 0.75%] percent of the value of the Fund's net assets
attributable to shares held in your customers' accounts which are eligible for
payment pursuant to this Agreement (determined in the same manner as the Fund
uses to compute its net assets as set forth in its then effective Prospectus),
without approval by a majority of the outstanding shares of the Fund.
3. You shall furnish us and the Fund with such information as shall
reasonably be requested by the Trust's Board of Trustees with respect to the
fees paid to you pursuant to the Schedule.
4. We shall furnish to the Board of Trustees of the Trust, for their
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the Fund and the purposes for which such expenditures
were made.
5. This Agreement may be terminated by us or by you, by the vote of a
majority of the non-interested Trustees, or by a vote of a majority of the
outstanding shares of the Fund, on sixty (60) days' prior written notice, all
without payment of any penalty. It shall also be terminated automatically by
any act that terminates the Fund's Distribution Plan with Robertson, Stephens &
Company LLC, and in the event of its assignment.
6. The provisions of the Plan between the Trust and us, insofar as they
relate to you, are incorporated herein by reference.
This Agreement shall take effect on the date hereof.
ROBERTSON, STEPHENS & COMPANY LLC
By:
------------------------------------
Authorized Officer
Agreed and Accepted:
- ---------------------------
(Name)
By:
-----------------------
(Authorized Officer)
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ROBERTSON STEPHENS GLOBAL VALUE FUND
______________________
SCHEDULE TO DISTRIBUTION AND SERVICE AGREEMENT
BETWEEN ROBERTSON, STEPHENS & COMPANY LLC
AND
______________________
(NAME)
Pursuant to the provisions of the Distribution and Service Agreement
between the above parties with respect to ROBERTSON STEPHENS GLOBAL VALUE FUND
(the "Fund"), Robertson, Stephens & Company LLC shall pay a monthly fee to the
above-named party based on the average net asset value of Fund shares during the
previous calendar month the sales of which are attributable to the above-named
party, as follows:
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