<PAGE>
Filed with the Securities and Exchange Commission on July 25, 1997
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
Robertson Stephens Investment Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
Preliminary Copy dated 7/25/97
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
August , 1997
DEAR SHAREHOLDER:
You are cordially invited to attend a Meeting of Shareholders of Robertson
Stephens Investment Trust to be held on Tuesday, September 30, 1997, at 8:30
a.m., Pacific Daylight Time, at the offices of the Trust at 555 California
Street, 26th Floor, San Francisco, California. At the Meeting, shareholders will
be asked to vote on the election of Trustees of the Trust and to ratify the
selection of the Trust's auditors. In addition, shareholders will be asked to
approve new Investment Advisory Agreements between Robertson Stephens Investment
Management and the Funds, in anticipation of the acquisition of the Robertson
Stephens group of companies by BankAmerica Corporation.
Although the Trustees would like very much to have each shareholder attend
the Meeting, they realize that this is not possible. Whether or not you plan to
be present at the Meeting, your vote is needed. PLEASE COMPLETE, SIGN, AND
RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED
FOR THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your proxy card(s)
so your shares may be voted at the Meeting.
Sincerely yours,
G. Randall Hecht
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD(S) IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
<TABLE>
<S> <C> <C>
THE CONTRARIAN FUND-TM- DEVELOPING COUNTRIES FUND DIVERSIFIED GROWTH FUND
EMERGING GROWTH FUND GLOBAL LOW-PRICED STOCK FUND GLOBAL NATURAL RESOURCES FUND
GLOBAL VALUE FUND GROWTH & INCOME FUND INFORMATION AGE FUND-TM-
MICROCAP GROWTH FUND PARTNERS FUND VALUE + GROWTH FUND
</TABLE>
------------------------
NOTICE OF MEETING OF SHAREHOLDERS
------------------------
A Meeting of shareholders of Robertson Stephens Investment Trust (the
"Trust") will be held at 555 California Street, 26th Floor, San Francisco,
California, on Tuesday, September 30, 1997, at 8:30 a.m., Pacific Daylight Time,
for the following purposes:
1. To elect Messrs. Leonard B. Auerbach, John W. Glynn, Jr., G. Randall
Hecht, and James K. Peterson Trustees of the Trust;
2. To approve or disapprove new Investment Advisory Agreements between the
Trust, on behalf of each of the above-named Funds, and Robertson,
Stephens & Company Investment Management, L.P. or Robertson Stephens
Investment Management, Inc., as the case may be, as described in the
attached Proxy Statement;
3. To ratify the selection of independent auditors by the Board of
Trustees; and
4. To consider and act upon such other matters as may properly come before
the Meeting.
Shareholders of record as of the close of business on August 1, 1997 are
entitled to notice of and to vote at the Meeting.
By order of the Trustees
Dana K. Welch
SECRETARY
August , 1997
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
------------------------
PROXY STATEMENT
------------------------
The enclosed proxies are solicited by the Trustees of Robertson Stephens
Investment Trust (the "Trust") for use at the Meeting of shareholders of the
Trust to be held at 555 California Street, 26th Floor, San Francisco,
California, at 8:30 a.m. (Pacific Daylight Time) on Tuesday, September 30, 1997,
and at any adjournment thereof. Shareholders of record at the close of business
on August 1, 1997 (the "Record Date") are entitled to vote at the Meeting or any
adjourned session. These proxy materials are first being made available to
shareholders on or about August , 1997.
The shares of the Trust are divided into twelve series: The Contrarian
Fund-TM-, Developing Countries Fund, Diversified Growth Fund, Emerging Growth
Fund, Global Low-Priced Stock Fund, Global Natural Resources Fund, Global Value
Fund, Growth & Income Fund, Information Age Fund-TM-, MicroCap Growth Fund,
Partners Fund, and Value + Growth Fund. If you own shares of more than one Fund,
you should sign and return a proxy card for each Fund of which you are a
shareholder; for example, if you own shares of the Growth & Income Fund and
shares of the Information Age Fund, you should sign and return the enclosed
proxy cards for each of those Funds. A DIFFERENT PROXY CARD IS ENCLOSED FOR EACH
FUND IN WHICH YOU ARE A SHAREHOLDER. YOU SHOULD SIGN AND RETURN EACH OF THE
CARDS.
Shares represented by duly executed proxies will be voted in accordance with
the specification made. If no specification is made, shares will be voted in
accordance with the recommendation of the Trustees. You may revoke a proxy at
any time before it is exercised by sending or delivering a written revocation to
the Secretary of the Trust (which will be effective when it is received by the
Secretary), by properly executing a later-dated proxy, or by attending the
Meeting, requesting return of your proxy, and voting in person.
THE TRUST WILL FURNISH TO YOU UPON REQUEST, WITHOUT CHARGE, A COPY OF THE
TRUST'S ANNUAL REPORT FOR ITS MOST RECENT FISCAL YEAR AND A COPY OF ITS
SEMI-ANNUAL REPORT FOR ANY SUBSEQUENT SEMI-ANNUAL PERIOD. PLEASE DIRECT ANY SUCH
REQUESTS BY TELEPHONE TO THE TRUST AT 1-800-766-FUND OR BY WRITING TO THE TRUST
AT 555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104.
OWNERSHIP OF SHARES. As of the Record Date, the number of outstanding
shares of each Fund was as follows: The Contrarian Fund-TM--- ; Developing
Countries Fund-- ; Diversified Growth
1
<PAGE>
Fund-- ; Emerging Growth Fund-- ; Global Low-Priced Stock
Fund-- ; Global Natural Resources Fund-- ; Global Value Fund-- ;
Growth & Income Fund-- ; Information Age Fund-TM--- ; MicroCap Growth
Fund -- ; Partners Fund-- ; and Value + Growth Fund-- . To the
Funds' knowledge, no person owned beneficially more than 5% of the outstanding
shares of any of the Funds on the Record Date.
I. ELECTION OF TRUSTEES
The Trustees of the Trust have fixed the number of Trustees at four and are
proposing that shareholders elect MESSRS. LEONARD B. AUERBACH, JOHN W. GLYNN,
JR., G. RANDALL HECHT, and JAMES K. PETERSON to serve as Trustees of the Trust.
Each of the nominees currently serves as a Trustee of the Trust. Information as
to each of the nominees is provided below. Mr. Daniel R. Cooney, who served as a
Trustee of the Trust since its organization, resigned from the position in July
1997. Mr. John P. Rohal has announced his intention to resign his position as
Trustee upon the election of Trustees at the Meeting.
Mr. Hecht is an "interested person" of the Trust, of Robertson, Stephens &
Company Investment Management, L.P. ("RSIM, L.P.") and Robertson, Stephens
Investment Management, Inc. ("RSIM, Inc."), the Trust's investment advisers, and
of Robertson, Stephens & Company LLC ("RS&Co."), the Trust's principal
underwriter, by virtue of his positions with each of those firms and their
affiliates. Mr. Rohal is also an interested person of the Trust, RSIM, L.P.,
RSIM, Inc., and RS&Co. by virtue of his positions with those firms or their
affiliates.
TRUSTEES AND OFFICERS
The following table presents information about each of the nominees for
election as Trustee of the Trust, and about each of the executive officers of
the Trust. Each of the nominees for Trustee has agreed to serve if elected.
However, if any of them declines or becomes unavailable for election, the proxy
confers discretionary power on the persons named therein to vote in favor of
substitute nominees. Each of the persons named as an officer has been elected to
the indicated office by the Trustees and serves at the pleasure of the Trustees.
Each such officer's principal occupation is as an employee or officer of RSIM,
L.P., RSIM, Inc., or their affiliates. Each officer's principal occupation for
the past five years is listed; similar prior positions within the same company
are omitted.
TRUSTEES.
* G. RANDALL HECHT, PRESIDENT, CHIEF EXECUTIVE OFFICER, AND TRUSTEE
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Mr. Hecht, 46, has served as Chief Operating Officer of Robertson, Stephens
& Company LLC (and its predecessors) since January 1993, as Chief Financial
Officer from June 1984 to January 1993, and as the head of the firm's
Investment Management Group since 1988. He is a Managing Director and member
of Robertson, Stephens & Company Group, L.L.C. and a member
- ------------------------
* "Interested person" of the Trust, RSIM, L.P., and RSIM, Inc., as that term is
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.
2
<PAGE>
of the firm's Advisory and Executive Committees. Mr. Hecht is a Director of
RSIM, Inc., and of Robertson, Stephens & Company, Inc., the sole general
partner of RSIM, L.P., one of the Trust's investment advisers. 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, 50, is the President and Chairman of the Board of Auerbach
Associates, Inc., a management consulting firm which he founded in 1979. Mr.
Auerbach is also President of LBA&C, Inc., which served until July 1997 as
General Partner of Tuttle & Company, which provides mortgage pipeline
interest rate hedging services and related software to a variety of
institutional clients. He also served until July of 1997 as President of
Tuttle & Auerbach Securities, Inc., an introducing broker trading futures on
behalf of institutional hedging clients and individuals. He is also a
Director of Roelof Mining, Inc. He was a professor of Business
Administration at St. Mary's College, Moraga, California until June 1992. He
is the co-founder, and served as the Chairman until March 1986, of Intraview
Systems Corporation, a privately-held company whose assets were acquired by
Worlds of Wonder, Inc. Mr. Auerbach is a limited partner in Robertson
Stephens Residential Fund, L.P., RS Property Fund I, L.P., and Robertson
Stephens Commercial Property Fund, L.P., of which RSRF Company, L.L.C., RSRE
II, L.L.C., and Robertson, Stephens & Company Inc., respectively, are the
general partners. Mr. Auerbach has been a Trustee of the Trust since June
1987.
JOHN W. GLYNN, JR., TRUSTEE
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Mr. Glynn, 56, is the Principal and Chairman of the Board of Glynn Capital
Management, an investment management firm which he founded in 1983. Mr.
Glynn is a Director of Neurex Corporation, and of Sterling Payot Company, a
private investment banking firm that advises executives and companies on
financial and strategic matters. He is also a lecturer at the Darden School
of Business at the University of Virginia and at the Stanford Business
School. He has been a Trustee of the Trust since July 1, 1997.
JAMES K. PETERSON, TRUSTEE
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Mr. Peterson, 56, is a Managing Director of Siguler Guff Advisers, L.L.C.,
an investment advisory firm; he served as Director of the IBM Retirement
Funds from April 1988 until October 1996. Mr. Peterson is a limited partner
of Robertson Stephens Residential Fund, L.P., a limited partnership of which
RSRF Company, L.L.C., an affiliate of RSIM, L.P. and RSIM, Inc., is the
general partner. He has been a Trustee of the Trust since June 1987.
OFFICERS.
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
3
<PAGE>
Managing Director since January 1992. Prior to becoming Chief Financial
Officer of Robertson, Stephens & Company LLC, he served as Controller from
January 1988 to December 1992. Mr. Otton is a Certified Public Accountant.
He has served as Chief Financial Officer of the Trust since 1995.
DANA K. WELCH, SECRETARY
c/o Robertson, Stephens & Company LLC, 555 California Street, San Francisco, CA
94104
Ms. Welch, 46, is a Managing Director of Robertson, Stephens & Company LLC
and has served as General Counsel of Robertson, Stephens & Company LLC (and
its predecessors) since June 1995. Prior to joining Robertson, Stephens &
Company LLC, Ms. Welch was Special Counsel at O'Melveny & Myers, a law firm.
She has served as Secretary of the Trust since August 1996.
CERTAIN INFORMATION REGARDING TRUSTEES AND OFFICERS. The term of office of
each person elected as a Trustee will be until he or she dies, resigns, is
declared bankrupt or incompetent by a court of appropriate jurisdiction, or is
removed, or, if sooner, until the next meeting of shareholders called for the
purpose of electing Trustees and until his or her successor is elected and
qualified. The Trust's Agreement and Declaration of Trust does not provide for
the annual election of Trustees. However, in accordance with the Investment
Company Act of 1940, as amended (the "1940 Act"), (i) the Trust will hold a
shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office has been elected by shareholders and
(ii) if, as a result of a vacancy among the Trustees, fewer than two-thirds of
the Trustees holding office have been elected by the shareholders, that vacancy
may only be filled by a vote of the shareholders. In addition, Trustees may be
removed from office by vote of the holders of two-thirds of the outstanding
shares of the Trust.
In the fiscal year of the Trust ended December 31, 1996, the Trustees of the
Trust met five times. Each of the nominees in office at the time attended all of
the meetings, as did Mr. Cooney. Mr. Rohal attended % of the meetings. Each
Trustee who is not an officer or employee of RSIM, L.P. or RSIM, Inc. or their
affiliates receives an annual fee of $5,000 per Fund from the Trust. The Trust
does not pay any compensation to its officers or to Trustees who are affiliated
with RSIM, L.P. or RSIM, Inc.
All of the disinterested Trustees of the Trust serve from time to time
collectively as an audit committee and a nominating committee of the Trust. The
audit committee met once during the last fiscal year; the nominating committee
did not meet during the last fiscal year.
4
<PAGE>
The following table sets forth the compensation received by the Trustees
during fiscal year 1996:
COMPENSATION TABLE
for the year ended December 31, 1996
<TABLE>
<CAPTION>
NAME OF PERSON, AGGREGATE COMPENSATION
POSITION FROM TRUST
- ------------------------------ -----------------------
<S> <C>
Leonard B. Auerbach, $50,000
Trustee
Daniel R. Cooney, $50,000
Trustee
G. Randall Hecht, $0
Trustee
James K. Peterson, $50,000
Trustee
John P. Rohal, $0
Trustee
</TABLE>
The Agreement and Declaration of Trust of the 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 Agreement and Declaration of Trust that they have not acted in good faith
in the reasonable belief that their actions were in the best interest 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.
It is possible that, under current interpretations of federal banking
regulations, Mr. Hecht, Mr. Otton, or Ms. Welch, or all of them, will be
ineligible to serve as officers of the Trust. In that event, the Board of
Trustees would, in their discretion in accordance with the Agreement and
Declaration of Trust and By-laws of the Trust, elect successors to each of those
persons who would be eligible to serve.
None of the Trustees or officers of the Trust own beneficially any shares of
any Fund except for [to be provided]. None of these holdings represent more than
1% of the outstanding shares of any Fund.
The address of RSIM, L.P. and RSIM, Inc. and of RS&Co., the Funds' principal
underwriter, is 555 California Street, San Francisco, California, 94014.
Sterling Payot Company, of which Mr. Glynn is a director, is registered as a
broker-dealer with the Securities and Exchange Commission. Sterling Payot does
not execute portfolio transactions for any of
5
<PAGE>
the Funds nor does it engage in principal transactions with or act as
distributor for any of the Funds. Mr. Glynn has advised the Trust that Sterling
Payot will not execute portfolio transactions for, engage in principal
transactions with, or act as distributor for, any of the Funds during any period
when he is a Trustee of the Trust. The Board of Trustees has determined that
none of the Funds nor their shareholders will be adversely affected as a result
of Sterling Payot's not executing such transactions for the Funds or engaging in
such principal transactions or acting as distributor for the Funds. Accordingly,
Mr. Glynn will not be considered an interested person of the Trust due to his
relationship with Sterling Payot.
REQUIRED VOTE. The candidates receiving the affirmative vote of a plurality
of the votes cast at the meeting, if a quorum is present, shall be elected.
Shares of all Funds shall vote as a single class for the Trustees. Shareholders
have no cumulative voting rights.
THE TRUSTEES UNANIMOUSLY RECOMMEND ELECTION OF EACH NOMINEE FOR TRUSTEE
LISTED ABOVE.
II. APPROVAL OR DISAPPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS
On June 8, 1997, BankAmerica Corporation ("BankAmerica") entered into an
Agreement and Plan of Merger with Robertson, Stephens & Company Group, L.L.C.
and Robertson, Stephens & Company, Inc., pursuant to which each of those
entities would be merged into a subsidiary of BankAmerica. Upon the consummation
of those mergers (expected to occur in the fourth quarter of this year),
BankAmerica will become the owner of the entire beneficial interest in RSIM,
L.P. and RSIM, Inc. (In this Proxy Statement this series of transactions is
referred to as the "Merger".)
Your Trustees are recommending that shareholders of each Fund approve a new
Investment Advisory Agreement between the Fund and RSIM, L.P. (or, in the case
of the Emerging Growth Fund, between the Fund and RSIM, Inc.). The new
Agreements will replace the existing Investment Advisory Agreements between the
Funds and RSIM, L.P. and RSIM, Inc. Your approval of the new Agreements is being
sought because the Merger may be seen to result in an "assignment" (as defined
by the 1940 Act) of the existing Agreements, resulting in their automatic
termination.
THE AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT"). Under the Merger
Agreement, each of Robertson, Stephens & Company Group, L.L.C. and Robertson,
Stephens & Company, Inc. will be merged into a wholly owned subsidiary of
BankAmerica, and will cease to exist as a separate entity. (The surviving entity
in the Merger is referred to in this Proxy Statement as "New RS&Co.")
BankAmerica will pay a total amount of consideration of up to $540 million.
Of that amount, $245 million will be paid to the members of Robertson, Stephens
& Company Group, L.L.C. ("RS Group") and the stockholders of Robertson, Stephens
& Company, Inc. ("RS Inc.") upon consummation of the Merger; $225 million will
be paid to them in additional installments during each of the next three years
if they remain employed by New RS&Co. The remaining $70 million will be paid
into a "retention pool" for the benefit of certain key Robertson Stephens
employees, who will receive payments out of the pool in installments during the
four-year period following the Merger if they remain employed by New RS&Co.
6
<PAGE>
RSIM, L.P. and RSIM, Inc. have informed the Trust that the consideration for
the Merger is being paid in installments principally in order to provide an
incentive to Robertson Stephens employees, including key investment
professionals at RSIM, L.P. and RSIM, Inc., to continue their association with
New RS&Co. Any person whose employment with New RS&Co. is terminated before he
or she receives all of the consideration under the Merger Agreement or payments
from the retention pool to which he or she is entitled (unless that person's
employment is terminated by New RS&Co. without cause or unless that person
leaves for "good reason", as defined in his or her employment contract) will
forfeit any such amount not yet paid at the time of the termination. (Because of
their positions with RS Group and its affiliates, Mr. Hecht and Mr. Rohal will
benefit as a result of the consummation of the Merger, a condition to which is
the proposed shareholder approval of new Investment Advisory Agreements with
RSIM, L.P. and RSIM, Inc.)
The Merger Agreement does not contemplate any changes in the management or
operations of RSIM, L.P. or RSIM, Inc., including any changes in the personnel
managing the Funds or other services or business activities relating to the
Funds. Neither RSIM, L.P. nor RSIM, Inc. anticipate that the Merger will cause
any reduction in the quality of services now provided to any of the Funds, or
have any adverse effect on RSIM, L.P.'s or RSIM, Inc.'s ability to fulfill its
obligations to the Funds.
BANKAMERICA. BankAmerica Corporation is a bank holding company that was
incorporated on October 7, 1968 under the laws of the State of Delaware, and is
registered under the Bank Holding Company Act of 1956, as amended. Through its
network of subsidiaries, BankAmerica provides banking and other financial
services throughout the United States and in selected international markets to
consumers and business customers, including corporations, governments, and other
institutions. As a global financial intermediary, BankAmerica provides
capital-raising services, trade finance, cash management, investment banking,
capital markets and credit products, and financial advisory services to large
public- and private-sector institutions that are part of the global economy. At
December 31, 1996, BankAmerica Corporation, together with its subsidiaries, was
one of the three largest bank holding companies in the United States, with total
assets of $250.8 billion.
Bank of America National Trust and Savings Association is the largest
subsidiary of BankAmerica Corporation. The Bank, which was organized in 1904,
provides commercial banking and trust business through an extensive system of
branches across the western United States. The Bank's principal banking
affiliates operate branches in eleven U.S. states as well as corporate banking
offices in major U.S. cities and branches, corporate offices, and representative
offices in 37 countries and territories. The Bank and its affiliates act as
investment advisers to assets of over $50 billion, including over $14 billion in
mutual funds.
THE EXISTING INVESTMENT ADVISORY AGREEMENTS. RSIM, L.P. and RSIM, Inc.
currently provide investment advisory services to the Funds pursuant to
Investment Advisory Agreements currently in effect between the Funds and them
(the "Existing Agreements"). Under the Existing Agreements, RSIM, L.P. and RSIM,
Inc. determine the composition of the Funds' portfolios, the nature and timing
of the changes to the Funds' portfolios, and the manner of implementing such
changes. RSIM, L.P. and RSIM, Inc. also (a) provide the Funds with investment
advice, research, and related services for the investment of their assets,
subject to such directions as they may receive from the Board of Trustees; (b)
pay all of the Trust's executive officers' salaries and expenses (if any); (c)
pay all expenses incurred in
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<PAGE>
performing their investment advisory duties under the Agreements; and (d)
furnish the Funds with office space and certain administrative services (except
in the case of the Diversified Growth Fund, the Global Low-Priced Stock Fund,
the Global Natural Resources Fund, the Global Value Fund, the Growth & Income
Fund, the Information Age Fund-TM-, and the MicroCap Growth Fund, where such
administrative services are furnished pursuant to an Administrative Services
Agreement with those Funds, described below).
The Funds pay RSIM, L.P. (or, in the case of the Emerging Growth Fund, RSIM,
Inc.) fees as compensation for the services provided under the Existing
Agreements. The amount of these management fees is calculated daily and payable
monthly at the annual rates set out in Table 1 below, based on the average daily
net assets of each Fund. The fees paid by each Fund to RSIM, L.P. or RSIM, Inc.
under the Existing Agreements during fiscal 1996 is also set forth in Table 1
below. The Board of Trustees of the Trust, including all of the Trustees who
were not "interested persons" of the Trust, RSIM, L.P., or RSIM, Inc., approved
the continuance of each of the Existing Agreements at a meeting on July 1, 1997.
Each of the Investment Advisory Agreements was approved by the initial
shareholder of the Fund in question at the time of the Fund's organization. The
year in which each Fund was organized is set out in Table 1 below.
ADMINISTRATIVE FEES. The Diversified Growth Fund, Global Low-Priced Stock
Fund, Global Natural Resources Fund, Global Value Fund, Growth & Income Fund,
Information Age Fund-TM-, and MicroCap Growth Fund have entered into an
Administrative Services Agreement with RSIM, L.P., pursuant to which RSIM, L.P.
continuously provides business management services to the Funds and generally
manages all of the business and affairs of the Funds, subject to the general
oversight of the Trustees. The Funds pay RSIM, L.P. a fee, calculated daily and
payable monthly, at the annual rate of 0.25% of their respective average daily
net assets. The fees paid by each Fund to RSIM, L.P. under the Administrative
Services Agreement during fiscal 1996 is set forth in Table 1 below.
There will be no change in the services to be provided by RSIM, L.P. under
the Administrative Services Agreement, or in the rate at which the Funds
compensate RSIM, L.P. under the Administrative Services Agreement, as a result
of the Merger.
8
<PAGE>
TABLE 1
<TABLE>
<CAPTION>
AMOUNT OF
AMOUNT OF ADMINISTRATIVE APPROXIMATE
FUND AND YEAR MANAGEMENT ADMINISTRATIVE MANAGEMENT FEE FEE PAID IN ASSETS AS OF
ORGANIZED FEE FEE PAID IN 1996(1) 1996 6/30/97
- --------------------------------- --------------- ----------------- --------------- --------------- ------------------
<S> <C> <C> <C> <C> <C>
Contrarian Fund-TM- (1993)....... 1.50% -- $ 13,472,471 -- $ 952,025,616
Developing Countries Fund 1.25% -- $ 543,832 -- $ 71,515,126
(1994)......................... $ (373,858)
Diversified Growth Fund (1996)... 1.00% 0.25% $ 135,953 $ 33,988 $ 46,994,198
$ (22,771)
Emerging Growth Fund (1987)...... 1.00% -- $ 1,805,586 -- $ 222,198,131
Global Low-Priced Stock Fund 1.00% 0.25% $ 195,547 $ 48,887 $ 25,531,297
(1995)......................... $ (234,614)
Global Natural Resources Fund 1.00% 0.25% $ 487,594 $ 121,899 $ 150,146,906
(1995)......................... $ (107,877)
Global Value Fund (1997)......... 1.00% 0.25% -- -- $ 16,368,385
Growth & Income Fund (1995)...... 1.00% 0.25% $ 2,462,636 $ 615,659 $ 275,108,384
$ (140,905)
Information Age Fund-TM- 1.00% 0.25% $ 720,640 $ 180,160 $ 101,046,839
(1995).........................
MicroCap Growth Fund (1996)...... 1.25% 0.25% $ 25,237 $ 5,047 $ 17,123,621
$ (67,948)
Partners Fund (1995)............. 1.25% -- $ 514,459 -- $ 213,968,349
$ (91,703)
Value + Growth (1992)............ 1.00% -- $ 8,168,685 -- $ 711,417,699
</TABLE>
- ------------------------
(1) Before giving effect to any reimbursement or waiver by RSIM, L.P. or RSIM,
Inc. Amounts shown in parentheses reflect management fees waived or
reimbursed by RSIM, L.P. or RSIM, Inc., plus the amount of any other
expenses of a Fund for which RSIM, L.P. or RSIM, Inc. reimbursed the Fund or
which either of them bore on behalf of the Fund.
THE NEW INVESTMENT ADVISORY AGREEMENTS. Each of the Existing Agreements
will by its terms terminate upon the consummation of the Merger, since the
Merger will constitute a change of control of RSIM, L.P. and RSIM, Inc. for
purposes of the 1940 Act. As a result, the Trustees are recommending that
shareholders of each Fund approve new Investment Advisory Agreements (each, a
"New Agreement") to be effective immediately upon consummation of the Merger.
Each New Agreement is substantially identical to the Existing Agreement it
replaces, other than its effective and termination dates. Each provides that,
subject to the supervision of the Trustees of the Trust, RSIM, L.P. or RSIM,
Inc., as the case may be, will manage a Fund's assets in accordance with its
investment objective and policies, make investment decisions for the Fund, and
place all orders for the purchase and sale of the Fund's investments with
broker-dealers.
Each of the New Agreements provides that it will continue in effect for an
initial term of two years from its effective date (which is expected to be the
date on which the Merger is consummated) and thereafter only so long as such
Agreement is approved at least annually by (i) the vote, cast in person at a
meeting called for such purpose, of a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of RSIM, L.P., RSIM, Inc., or
the Trust and by (ii) the majority vote of either the Board of Trustees or the
vote of a majority of the outstanding voting securities (as defined in the 1940
Act) of the Fund in question.
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The New Agreements provide, as do the Existing Agreements, that RSIM, L.P.
or RSIM, Inc., as the case may be, shall not, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard by it of its
obligations or duties, be subject to liability to the Trust, the Fund in
question, or the shareholders of the Fund for any act or omission in the course
of, or connected with, its rendering services thereunder, or for any losses that
may be sustained in the purchase, holding, or sale of any asset by the Fund.
Any of the New Agreements may be terminated at any time, without penalty,
(i) by the Trustees of the Trust or by a vote of a majority of the outstanding
voting securities of the affected Fund, on 60 days written notice, or (ii) by
RSIM, L.P. or RSIM, Inc., as the case may be, upon 60 days written notice. Each
Agreement terminates automatically in the event of its assignment.
It is intended that each of the proposed New Agreements will take effect on
the later of the consummation of the Merger and the receipt of shareholder
approval, and will continue in effect until the second anniversary thereof and
thereafter for successive annual periods as long as such continuance is approved
in accordance with the 1940 Act.
A copy of the form of each of the New Agreements, marked to show changes
from the corresponding Existing Agreement, is attached to this proxy statement
as Exhibit A.
TRUSTEE ACTION. The Trustees of the Trust approved each of the New
Agreements at a meeting held on July 22, 1997.
In evaluating the New Agreements, the Trustees considered the fact that the
Existing Agreements and the New Agreements are substantially identical to each
other, including the terms relating to the services to be provided and the fees
to be paid by the Funds thereunder. The Trustees considered the performance of
RSIM, L.P. and RSIM, Inc. to date in providing services to the Funds, and the
skills and capabilities of the personnel of RSIM, L.P. and RSIM, Inc.
The Trustees also considered the fact that all of the members of senior
management of RSIM, L.P. and RSIM, Inc. had entered into three-year employment
agreements with New RS&Co., and that each would forfeit a part of the
consideration paid in connection with the Merger if he or she were to terminate
his or her position with the company before the expiration of the employment
period. They considered written statements by BankAmerica as to its intentions
to maintain the same high quality of service the Funds have enjoyed to date; to
cause each of the Funds to be managed in accordance with the Robertson Stephens
investment approach and philosophy (except as management in consultation with
the Board of Trustees may otherwise determine to be in the best interest of
shareholders of the Fund); to retain the top investment management talent
presently engaged in the management of the Funds, as evidenced by their
employment arrangements with New RS&Co.; and generally to provide appropriate
support to the servicing of the Funds. The Trustees also considered generally
the financial resources of BankAmerica, and the reputation, expertise, and
resources of BankAmerica and its affiliates, including those engaged in
investment management businesses, in domestic and international financial
markets.
GENERAL. Investment decisions for the Funds and for the other investment
advisory clients of RSIM, L.P. and RSIM, Inc. and their 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
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<PAGE>
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 the opinion of RSIM, L.P. or RSIM, Inc., as the case may be, 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. RSIM, L.P.
and RSIM, Inc. employ professional staffs of portfolio managers who draw upon a
variety of resources for research information for the Funds.
Each Fund will pay all expenses related to its operation which are not borne
by RSIM, L.P. or RSIM, Inc., including but not limited to taxes, interest,
brokerage fees and commissions, compensation paid under a Fund's 12b-1 Plans and
its Shareholder Service Plans, fees paid to members of the Board of Trustees who
are not officers, directors, stockholders, or employees of RSIM, L.P. or RSIM,
Inc., 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.
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, RSIM, L.P. and RSIM, Inc. receive brokerage and research services and
other similar services from many broker-dealers with which they place a Fund's
portfolio transactions and from third parties with which these broker-dealers
have arrangements. These services include such matters as general economic and
market reviews, industry and company reviews, evaluations of investments,
recommendations as to the purchase and sale of investments, newspapers,
magazines, pricing services, quotation services, news services, and personal
computers utilized by RSIM, L.P. and RSIM, Inc.'s managers and analysts. Where
the services referred to above are not used exclusively by RSIM, L.P. and RSIM,
Inc. for research purposes, RSIM, L.P. and RSIM, Inc., based upon their own
allocations of expected use, bear that portion of the cost of these services
which directly relates to its non-research use. Some of these services are of
value to RSIM, L.P. and RSIM, Inc. and their affiliates in advising various of
their clients (including the Funds), although not all of these services are
necessarily useful and of value in managing the Funds. The management fee paid
by a Fund is not reduced because RSIM, L.P. or RSIM, Inc. or their affiliates
receive these services even though RSIM, L.P. and RSIM, Inc. might otherwise be
required to purchase some of these services for cash.
RSIM, L.P. and RSIM, Inc. place all orders for the purchase and sale of
portfolio investments for the Funds and buy and sell investments for the Funds
through a substantial number of brokers and dealers. RSIM, L.P. and RSIM, Inc.
seek the best overall terms available for the Funds, except to the extent RSIM,
L.P. and RSIM, Inc. may be permitted to pay higher brokerage commissions as
described below. In doing so, RSIM, L.P. and RSIM, Inc., having in mind a Fund's
best interests, consider all
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<PAGE>
factors they deem 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. RSIM, L.P. and RSIM, Inc. may enter
into transactions with broker-dealers that furnish them, without cost to them,
certain brokerage and research services of value to them and their affiliates in
advising the Funds and other clients. In doing so, RSIM, L.P. and RSIM, Inc. may
cause the Funds to pay greater brokerage commissions than they might otherwise
pay.
As permitted by Section 28(e) of the 1934 Act, and by the Advisory
Agreements, RSIM, L.P. and RSIM, Inc. may cause a Fund to pay a broker-dealer
which provides "brokerage and research services" (as defined in the 1934 Act) to
RSIM, L.P. and RSIM, Inc. 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. RSIM, L.P.'s and RSIM, Inc.'s
authority to cause a Fund to pay any such greater commissions is also subject to
such policies as the Trustees may adopt from time to time. Neither RSIM, L.P.
nor RSIM, Inc. currently intends to cause the Funds to make such payments.
RS&Co., an affiliate of RSIM, L.P. and RSIM, Inc., receives brokerage
commissions from the Funds in accordance with certain procedures adopted by the
Trustees. The aggregate amount of commissions paid to RS&Co. by each of the
Funds for the last fiscal year, and the percentage that such amount represents
of the aggregate brokerage commissions paid by such Fund for that year, is as
follows: The Contrarian Fund-TM---$27,230 (1.3%); Developing Countries
Fund--$150 (0%); Diversified Growth Fund-- $16,648 (13.3 %); Emerging Growth
Fund--$23,895 (5%); Global Low-Priced Stock Fund--$2,087 (1.6%); Global Natural
Resources Fund--$2,302 (0.6%); Growth & Income Fund-- $179,275 (14%);
Information Age Fund-TM---$31,080 (13%); MicroCap Growth Fund--$0 (0%); Partners
Fund--$680 (.5%); and Value + Growth Fund--$371,005 (12%).
SUB-ADVISORY RELATIONSHIPS. RSIM, L.P. acts as sub-adviser for seven
investment companies that are not affiliated with the Trust. In general, the
rate at which fees might be paid by an investment company to a sub-adviser will
vary depending on, among other things, the investment objectives and policies of
the fund in question, the level of compensation paid by the fund to the
investment advisor, the nature and extent of the investment adviser's
involvement in the investment advisory process, and the nature of the
sub-adviser's responsibilities under its subadvisory agreement. The names of the
seven funds for which RSIM, L.P. acts as sub-adviser, the approximate size of
the fund as of June 30, 1997, and the annual rate at which the subadvisory fee
is paid (a percentage based on the average daily net asset values of each of the
funds) is set forth in Table 2 below. RSIM, L.P. has not waived, reduced, or
otherwise agreed to reduce its compensation under any of these subadvisory
agreements, except [to be supplied].
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TABLE 2
<TABLE>
<CAPTION>
FUND APPROXIMATE ASSETS MANAGEMENT FEE
- --------------------------------------------------------------- ------------------ --------------------------
<S> <C> <C>
Growth & Income Portfolio of the Equi-Select Series Trust...... $ 76,839,972 .55% first $200,000,000
.45% over $200,000,000
Value and Growth Portfolio of the Equi-Select Series Trust..... $ 38,851,136 .55% first $50,000,000
.45% over $50,000,000
The New England Star Small Cap Fund............................ $ 17,626,616 .55% first $50,000,000
.50% over $50,000,000
The Ohio National Growth & Income Fund......................... $ 5,932,845 .60% first $100,000,000
.55% next $100,000,000
.50% over $200,000,000
The Penn Series Emerging Market Growth Fund.................... $ 8,533,941 .70% first $25,000,000
.65% next $25,000,000
.60% over $50,000,000
The Robertson Stephens Value and Growth Portfolio (American .60% first $200,000,000
Skandia)..................................................... $ 139,800,790 .50% over $200,000,000
The London Pacific Trust Diversified Growth Fund............... $ 1,546,681 .70%
</TABLE>
DISTRIBUTION PLANS. RS&Co. currently serves as the principal underwriter of
the Funds' shares. Each of the Funds has adopted a Distribution Plan under Rule
12b-l of the 1940 Act (each, a "Plan") in respect of its Class A and Class C
Shares. Under the Plans adopted in respect of the Funds' Class A Shares (the
"Class A Plans"), each Fund may pay RS&Co., from the assets attributable to the
Fund's Class A Shares, distribution fees, for services RS&Co. renders and costs
and expenses it incurs in connection with the promotion and distribution of the
Fund's shares, at an annual rate of 0.75% of the Fund's average daily net
assets, in the case of The Contrarian Fund-TM-, 0.50% of the Fund's average
daily net assets, in the case of the Developing Countries Fund, and 0.25% of the
Fund's average daily net assets, in the case of each of the other Funds. (The
Trustees have currently limited payments under the Distribution Plan for the
Developing Countries Fund to a rate of 0.25% of the Fund's average daily net
assets.) These expenses may include, but are not limited to, costs of
advertising and promoting the sale of shares of the Funds and payments to
dealers, financial institutions, advisers, or other firms. They also include
RS&Co.'s overhead expenses attributable to the distribution of each Fund's
shares, which may include, for example, expenses for office space,
communications and salaries of RS&Co. personnel, and any other of RS&Co.'s
expenses attributable to the distribution of the Funds' shares.
Under the Plans adopted in respect of the Funds' Class C Shares (the "Class
C Plans"), each Fund may pay RS&Co. fees for services provided and expenses
incurred by it as the principal underwriter of the Class C shares. The Plans by
their terms also relate to payments under the Funds' Shareholder Servicing
Plans, to the extent such payments may be seen as primarily intended to result
in the sale of the Funds' Class C Shares. The Class C Plans, which are
"compensation" plans, provide for payments by each Fund to the Distributor from
the assets attributable to the Funds' Class C Shares at an annual rate of up to
1.00%.
Each of the Funds has adopted a Shareholder Servicing Plan in respect of its
Class C shares, pursuant to which it pays fees to RS&Co. at an annual rate of up
to 0.25% of the Fund's average daily net assets attributable to its Class C
shares. The Plans contemplate that financial institutions will enter into
shareholder service agreements with RS&Co. to provide administrative support
services to their customers who are Fund shareholders. In return for providing
these support services, a financial
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<PAGE>
institution may receive payments from RS&Co. at a rate not exceeding 0.25% of
the average daily net assets of the Class C Shares of each Fund for which the
financial institution is the financial institution of record.
The Funds paid the following amounts to RS&Co. under their Class A Plans
during the last fiscal year: The Contrarian Fund-TM---$6,736,236; Developing
Countries Fund--$108,766; Diversified Growth Fund--$33,988 (for the period
August 1, 1996 through December 31, 1996); Emerging Growth Fund-- $451,396;
Global Low-Priced Stock Fund--$0 (reflecting a waiver of fees in the amount of
$48,887); Global Natural Resources Fund-- $121,899; Growth & Income
Fund--$615,659; Information Age Fund-TM---$180,160; MicroCap Growth Fund--$5,047
(for the period August 15, 1996 through December 31, 1996) ; Partners
Fund--$102,892; and Value + Growth Fund--$2,042,076.
It is unlikely that RS&Co. will continue to serve as the principal
underwriter of the Funds' shares following the Merger, although it will likely
provide marketing support to the Funds, including contact with financial
intermediaries to recommend the Funds and primary responsibility for the
development of marketing plans and the preparation of advertising and sales
literature for the Funds. As a result, RS&Co. will likely continue to receive,
either directly from the Funds or from the Funds' principal underwriter, amounts
paid by the Funds under their Distribution Plans and Shareholder Servicing
Plans.
OWNERSHIP OF RSIM, L.P. AND RSIM, INC. The general partner of RSIM, L.P. is
Robertson Stephens & Co., Inc. ("RS Inc.") The sole limited partner of RSIM,
L.P. is RS Regulated I, L.L.C. ("RSRI"). RS Group owns 99% of RSRI, while RS
Inc. owns 1%. RSIM, Inc. is a wholly owned subsidiary of RSRI. Sanford R.
Robertson and Paul H. Stephens may be deemed to control RSIM, L.P. and RSIM,
Inc. due to their percentage ownership interests in RS Group and RS Inc. (Mr.
Robertson owns approximately 15% and 15% of the outstanding voting securities of
RS Group and RS Inc., respectively; Mr. Stephens owns approximately 12% and 12%
of such securities, respectively.) Mr. G. Randall Hecht is the sole director and
officer of RSIM, Inc. and the president and principal executive officer of RSIM,
L.P. Each of Terry R. Otton, Treasurer of the Trust, and Dana K. Welch,
Secretary of the Trust, is a member and Managing Director of RS Group.
SECTION 15(F). The Trust has been informed by RSIM, L.P., RSIM, Inc., and
BankAmerica, and their affiliates that they intend to comply with Section 15(f)
of the 1940 Act. Section 15(f) provides a non-exclusive "safe harbor" for an
investment adviser or any affiliated persons to receive any amount or benefit in
connection with a change in control of the investment adviser as long as two
conditions are met. First, for a period of three years after the change of
control, at least 75% of the trustees of the investment company must not be
interested persons of the adviser or the predecessor adviser. (If the nominees
for election as Trustees at the Meeting are elected, 75% of the members of the
Board of Trustees will not be interested persons of RSIM, L.P., RSIM, Inc., or
BankAmerica.) Second, an "unfair burden" must not be imposed on the investment
company as a result of the transaction or any express or implied terms,
conditions, or understandings applicable thereto. The term "unfair burden" is
defined in Section 15(f) to include any arrangement during the two-year period
after the transaction whereby the investment adviser, or any interested person
of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for BONA FIDE investment advisory or other services) or from
any person in connection with the purchase or sale of securities or other
property to, from, or on behalf of the investment company (other than BONA FIDE
ordinary compensation as principal underwriter for such investment company). The
Trust
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<PAGE>
has been advised that none of RSIM, L.P., RSIM, Inc., and BankAmerica, and their
affiliates, after due inquiry, is aware of any express or implied term,
condition, arrangement or understanding which would impose an "unfair burden" on
the Trust as a result of the Transaction. RSIM, L.P. and RSIM, Inc. have
undertaken to pay all costs and expenses of the Meeting.
REQUIRED VOTE. Shareholders of each Fund will vote separately to approve or
disapprove the New Agreement with respect to that Fund. As provided in the 1940
Act, approval of the New Agreement as to a Fund requires the affirmative vote of
a "majority of the outstanding voting securities" of the Fund, which for this
purpose means the affirmative vote of the lesser of (i) more than 50% of the
outstanding shares of the Fund or (ii) 67% or more of the shares of the Fund
present at the Meeting if more than 50% of the outstanding shares are present at
the Meeting in person or by proxy. If the shareholders of a Fund do not approve
the New Agreement, the Trustees will take such further action with respect to
that Fund as they may deem to be in the interests of the shareholders of that
Fund.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH OF THE FUNDS
VOTE TO APPROVE THE NEW AGREEMENT.
III. SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees, including the Trustees who are not interested persons
of the Fund, have selected Price Waterhouse LLP as independent auditors for the
Trust for the fiscal year ending December 31, 1997. Price Waterhouse LLP was
selected primarily on the basis of its expertise as auditors of investment
companies, the quality of its audit services, and the competitiveness of the
fees charged for these services. A representative of Price Waterhouse LLP will
be present at the Meeting and will have an opportunity to make a statement if he
or she desires to do so and to respond to appropriate questions.
The Board of Trustees' policy regarding engaging independent accountants'
services is that management may engage the Fund's independent auditors to
perform any services normally provided by independent accounting firms, provided
that any such services meet any and all of the independence requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission.
REQUIRED VOTE. The affirmative vote of a plurality of the votes cast at the
meeting, if a quorum is present, is required to ratify the Trustees' selection
of independent auditors. Shares of all Funds will vote together as a single
class on this item.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" THIS PROPOSAL.
IV. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is the Trustees' intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named as proxies in the enclosed form(s) of proxy.
SOLICITATION OF PROXIES. The costs of solicitations of proxies will be
borne by RSIM, L.P. and RSIM, Inc. Solicitation of proxies by personal
interview, mail, telephone, and telegraph may be made by officers and Trustees
of the Trust (who will receive no compensation therefore in addition to their
15
<PAGE>
regular salaries). In addition, the firm of has been retained by RSIM,
L.P. and RSIM, Inc. to assist in the solicitation of proxies at a cost to RSIM,
L.P. and RSIM, Inc. which is not expected to exceed $ .
The Trust may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions, and to confirm that their instructions have been properly
recorded. The Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
Meeting. The Trust is unaware of any such challenge at this time. Shareholders
would be called at the phone number the Trust has in its records for their
accounts, and would be asked for their Social Security number or other
identifying information. The shareholders would then be given an opportunity to
authorize proxies to vote their shares at the Meeting in accordance with their
instructions. To ensure that the shareholders' instructions have been recorded
correctly, they will also receive a confirmation of their instructions in the
mail. A special toll-free number will be available in case the information
contained in the confirmation is incorrect.
QUORUM. Forty percent (40%) of the shares entitled to vote on a matter
shall constitute a quorum for the transaction of business on that matter at the
Meeting.
ADJOURNMENT. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting for a period or periods of not more than 60 days in
the aggregate to permit further solicitation of proxies with respect to those
proposals. In addition, if, in the judgment of the persons named as proxies,
subsequent developments make it advisable to defer action on one or more
proposals, but not all proposals, the persons named as proxies may propose one
or more adjournments of the Meeting for a reasonable time in order to defer
action on such proposals as they deem advisable. Any such adjournments will
require the affirmative vote of a majority of the votes cast on the question in
person or by proxy at the session of the Meeting to be adjourned, as required by
the Trust's Agreement and Declaration of Trust and By-laws. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of any of the proposals in respect of which such
adjournment is proposed. They will vote against any such adjournment those
proxies which they have been instructed to vote against such proposals, and they
will vote to abstain any such proxies which they are required to abstain from
voting on such proposals. The costs of any such additional solicitation and of
any adjourned session will be borne by RSIM, L.P. and RSIM, Inc. Any proposals
for which sufficient favorable votes have been received by the time of the
Meeting may be acted upon and considered final regardless of whether the Meeting
is adjourned to permit additional solicitation with respect to any other
proposal.
TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting will
be counted by persons appointed by the Trust to act as tellers for the Meeting.
The tellers will count the total number of votes cast "for" approval of each
proposal for purposes of determining whether sufficient affirmative votes have
been cast. The tellers will count shares represented by proxies that withhold
authority to vote or that reflect abstentions or "broker non-votes" (I.E.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as shares that
16
<PAGE>
are present and entitled to vote on the matter for purposes of determining the
presence of a quorum. Abstentions and broker non-votes will have no effect on
the election of Trustees and election of auditors, but will have the effect of
negative votes on the proposals to approve the New Agreements.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders, and the Trust does not currently intend to
hold such a meeting in 1998. Shareholder proposals for inclusion in the Trust's
proxy statement for any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.
17
<PAGE>
EXHIBIT A-1
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as THE ROBERTSON
STEPHENS CONTRARIAN FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser").
W I T N E S S E T H
WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged
in the business of supplying investment advice, investment management and
administrative services, as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto mutually agree as follows:
1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser, and the
Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, render or make available all
administrative services needed for the management and operation of the Fund, and
shall, as part of its duties hereunder, (i) furnish the Trust with investment
advice, research and recommendations with respect to the investment of the
Fund's assets and the purchase and sale of its portfolio securities, including
the taking of such other steps as may be necessary to implement such advice and
recommendations, (ii) furnish the Trust and Fund-with reports, statements and
other data on securities, economic conditions and other pertinent subjects which
the Trust's Board of Trustees may request, (iii) furnish such office space and
personnel as are needed by the Fund, and (iv) in general superintend and manage
the investments of the Fund, subject to the ultimate supervision and direction
of the Trust's Board of Trustees.
(b) The Adviser shall determine the securities to be purchased or sold by
the Fund and will place orders pursuant to its determinations with or through
such persons, brokers or dealers (including without limitation Robertson,
Stephens & Company LLC) in conformity with the policy with respect to brokerage
as set forth in the Trust's Registration Statement and the Fund's Prospectus and
Statement of
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Additional Information or as the Trustees may direct from time to time. The
Adviser shall not execute portfolio transactions for the account of the Fund
with a broker or dealer which is an "affiliated person" (as defined in the Act)
of the Adviser or the Trust, except pursuant to procedures adopted by the
Trustees in accordance with Section 17(e) and Rule l7e-I under the Act. The
Adviser shall render regular reports to the Trustees of the total brokerage
business placed and the manner in which the allocation has been accomplished.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Advisers Act,
provided that the separate costs of employing such companies and of the
companies themselves are borne by the Adviser and not by the Fund.
3. ADVISER IS INDEPENDENT CONTRACTOR. The Adviser shall, for all purposes
herein, be deemed to be an independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to act for or represent the
Trust or Fund in any way, or in any way be deemed an agent for the Trust or
Fund. It is expressly understood and agreed that the services to be rendered by
the Adviser to the Trust and Fund under the provisions of this Agreement are not
to be deemed exclusive, and the Adviser shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.
4. RESPONSIBILITIES AND PERSONNEL OF ADVISER. The Adviser agrees to use its
best efforts in the furnishing of investment advice, research and
recommendations to the Fund, in the preparation of reports and information, and
in the management of the Fund's assets, all pursuant to this Agreement, and for
this purpose the Adviser shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Adviser shall be deemed to include
persons employed or retained by the Adviser to furnish statistical, research,
and other factual information, advice regarding economic factors and trends,
information with respect to technical and scientific developments, and such
other information, advice and assistance as the Adviser may desire and request.
5. FURNISHING OF STATEMENTS AND REPORTS. The Trust shall from time to time
furnish to the Adviser detailed statements of the portfolio investments and
assets of the Fund and information as to its' investment objectives and needs,
and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal and other information relating
to its investments as may be in the possession of the Trust or available to it
and such other information as the Adviser may reasonably request.
6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses in
connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees who are "interested persons" of
the Trust (as defined in the Act).
(b) The Trust shall bear all expenses of the Fund's organization operations,
and business not specifically assumed or agreed to be paid by the Adviser
provided in this Agreement. In particular, but
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without limiting the generality of the foregoing, the Trust on behalf of the
Fund and out of the Fund's assets shall pay:
(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the transfer,
receipt, safekeeping, servicing and accounting for the cash, securities, and
other property of the Fund, including without limitation all charges of
depositories, custodians, and other agents, if any ;
(B) SHAREHOLDER SERVICING. All expenses of maintaining and servicing
shareholder accounts, including all charges for transfer, shareholder
recordkeeping, dividend disbursing, redemption, and other agents for the
benefit of the Fund.
(C) BOOKS AND RECORDS. All costs and expenses associated with
maintenance of the Fund's books of account and records as required by the
Act;
(D) SHAREHOLDER COMMUNICATIONS. All expenses of preparing, printing and
distributing reports and other communications to shareholders;
(E) SHAREHOLDER-MEETINGS. All fees and expenses incidental to holding
meetings of shareholders, including without limitation the printing of
notices and proxy material, and proxy solicitation therefor, provided that
the Adviser shall be responsible for and assume all expenses and fees with
respect to meetings of the Fund's shareholders held solely for the benefit
of the Adviser;
(F) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All expenses
of preparing and printing of annual or more frequent revisions of the
Prospectus and Statement of Additional Information relating to the offering
of Fund's shares and of mailing them to shareholders;
(G) PRICING. All expenses of computing the Fund's net asset value per
share, including without limitation the cost of any equipment or services
used for obtaining price quotations;
(H) COMMUNICATION EQUIPMENT. All charges for equipment or services used
for communication between the Adviser or the Trust and the custodian,
transfer agent or any other agent selected by the Trust;
(I) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for services and
expenses of the Trust's legal counsel and independent auditors for the
benefit of the Trust;
(J) TRUSTEES' FEES AND EXPENSES. All compensation of trustees, other
than those who are interested persons of or affiliated with the Adviser, and
all expenses incurred in connection with their service and meetings;
(K) FEDERAL REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Trust under the Act and the registration
of Fund shares under the Securities Act of 1933, as amended (the "l933
Act"), including without limitation all fees and expenses incurred in
connection with the preparation, printing, and filing of any registration
statement, Prospectus and Statement of Additional Information under the 1933
Act or the Act, and any amendments or supplements thereto that may be made
from time to time;
(L) STATE REGISTRATION FEES. All fees and expenses (including, without
limitation the compensation of personnel who may be employed by the Adviser
or an affiliate) of qualifying and
A1-3
<PAGE>
maintaining qualification of the Trust and of the Fund shares for sale under
securities laws of various states or jurisdictions, and of registration and
qualification of the Trust under all other laws applicable to the Trust or
its business activities (including without limitation registering the Trust
as a broker-dealer, or any officer of the Trust or any person as agent or
salesman of the Trust in any state);
(M) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred in
connection with the issue, redemption, and transfer of Fund shares,
including without limitation the expense of confirming all Fund share
transactions, and of preparing and transmitting the Fund's share
certificates;
(N) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(0) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(P) TAXES. All taxes or governmental fees payable by or with respect of
the Trust or Fund to federal, state, or other governmental agencies,
domestic or foreign, including without limitation stamp or other transfer
taxes;
(Q) TRADE ASSOCIATION FEES. All fees, dues, and other expenses incurred
in connection with the Trust's membership in any trade association or other
investment organization;
(R) INTEREST. All interest which may accrue and be payable as a result
of the Fund's activities;
(S) STATIONERY AND POSTAGE. The cost of all stationery and postage
required by the Fund, unless otherwise payable by another party with respect
to an activity or expense referred to above; and
(T) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring expenses
as may arise, including without limitation the costs of actions, suits, or
proceedings to which the Trust on behalf of the Fund is a party and the
expenses the Trust on behalf of the Fund may incur as a result of its legal
obligation to provide indemnification to its officers, trustees, and agents.
(c) With respect to other series of shares of the Trust, the Fund shall only
be responsible for expenses directly attributable to it and its operations and
such other costs and expenses of the Trust as the Board of Trustees may by
resolution or otherwise direct.
7. REIMBURSEMENT FOR ADVANCED COSTS AND EXPENSES. To the extent the Adviser
incurs any costs or performs any services which are an obligation of the Trust
or the Fund, as set forth herein, the Trust on behalf of the Fund and out of the
Fund's assets shall promptly reimburse the Adviser for such costs and expenses.
To the extent the services for which the Fund is obligated to pay are performed
by the Adviser, the Adviser shall be entitled to recover from the Fund only to
the extent of its actual costs for such services.
8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's assets
agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.50% per annum of the average daily net
assets of the Fund.
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<PAGE>
(b) The management fee shall be accrued daily during each month by the Trust
on behalf of the Fund and paid to the Adviser on the first business day of the
succeeding month. The initial monthly fee under this Agreement shall be payable
on the first business day of the first month following the effective date of
this Agreement. The fee to the Adviser shall be prorated for the portion of any
month in which this Agreement is in effect which is not a complete month
according to the proportion which the number of calendar days in the month
during which the Agreement is in effect bears to the number of calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten 10 days after the date of
termination.
(c) To the extent that the gross operating costs and expenses of the Fund
(excluding any interest, taxes, brokerage commissions, distribution fees paid
pursuant to the Distribution Plan pursuant to Rule 12b-1, and, with the prior
written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund or waive its compensation
hereunder for the amount of such excess.
(d) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder.
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 Trust, the Fund or to any shareholder of the Fund for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security by the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares
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<PAGE>
individually but are binding only upon the assets and property of the Fund. The
Adviser acknowledges that it has received notice of and accepts the limitations
of liability as set forth in the Agreement and Declaration of Trust of the
Trust. The Adviser agrees that the Trust's obligations hereunder shall be
limited to the Fund and to its assets, and that the Adviser or any affiliated or
related party shall not seek satisfaction of any such obligation from any
shareholder of the Fund nor from any trustee, officer, employee or agent of the
Trust.
12. TERM AND RENEWAL. This Agreement shall remain in effect for a period of
two (2) years from the date hereof, unless sooner terminated in accordance with
Paragraph 13 hereof, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Board of
Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of the Fund, and (ii) the vote of a majority of the Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting for the purpose of voting on such approval.
13. TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Trustees of the Trust or by a vote of a
majority of its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT TRUST
ATTEST: By----------------------------------------
President
- -------------------------------------------
Secretary
ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P.
By: Robertson Stephens & Company, Inc.,
General Partner
ATTEST: By:----------------------------------------
President
- -------------------------------------------
Secretary
</TABLE>
A1-7
<PAGE>
EXHIBIT A-2
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as THE ROBERTSON
STEPHENS DEVELOPING COUNTRIES FUND (the "Fund"), and ROBERTSON STEPHENS &
COMPANY INVESTMENT MANAGEMENT, L.P. (the "Adviser").
W I T N E S S E T H
WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged
in the business of supplying investment advice, investment management and
administrative services as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto mutually agree as follows:
1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser, and the
Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, render or make available all
administrative services needed for the management and operation of the Fund, and
shall, as part of its duties hereunder (i) furnish the Trust with investment
advice, research and recommendations with respect to the investment of the
Fund's assets and the purchase and sale of its portfolio securities, including
the taking of such other steps as may be necessary to implement such advice and
recommendations, (ii) furnish the Trust and Fund with reports, statements and
other data on securities, economic conditions and other pertinent subjects which
the Trust's Board of Trustees may request, (iii) furnish such office space and
personnel as are needed by the Fund, and (iv) in general superintend and manage
the investments of the Fund, subject to the ultimate supervision and direction
of the Trust's Board of Trustees.
(b) The Adviser shall determine the securities to be purchased or sold by
the Fund and will place orders pursuant to its determinations with or through
such persons, brokers or dealers (including, without limitation, Robertson,
Stephens & Company LLC) in conformity with the policy with respect to brokerage
as set forth in the Trust's Registration Statement and the Fund's Prospectus and
Statement of
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<PAGE>
Additional Information, or as the Trustees may otherwise direct from time to
time. The Adviser shall not execute portfolio transactions for the account of
the Fund with a broker or dealer which is an "affiliated person" (as defined in
the Act) of the Adviser or the Trust, or with an affiliated person of such a
person, except pursuant to procedures adopted by the Trustees in accordance with
Section 17(e) and Rule 17e-1 under the Act. The Adviser shall render regular
reports to the Trustees of the total brokerage business placed and the manner in
which the allocation has been accomplished.
(c) In all matters relating to the performance of this Agreement, the
Adviser will act in conformity with the Trust's Declaration of Trust, By-Laws
and Registration Statement, the Fund's current Prospectus and Statement of
Additional Information and all procedures adopted by the Trust's Board of
Trustees from time to time, and will conform to and comply with all applicable
requirements of the Investment Company Act of 1940, as amended, the rules and
regulations thereunder, and all other applicable Federal or state laws and
regulations.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Advisers Act,
provided that the separate costs of employing such companies and of the
companies themselves are borne by the Adviser and not by the Fund.
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.
A2-2
<PAGE>
6. EXPENSES OF EACH PARTY. (a) The Adviser shall bear all expenses in
connection with the performance of its services under this Agreement. The
Adviser shall also pay (i) all compensation, if any, to the executive officers
of the Fund and their related expenses and (ii) all compensation, if any, and
out-of-pocket expenses of the Trust's trustees who are "interested persons" of
the Trust (as defined in the Act).
(b) The Trust shall bear all expenses of the Fund's organization,
operations, and business not specifically assumed or agreed to be paid by the
Adviser as provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Trust on behalf of the Fund and out of the
Fund's assets shall pay:
i. CUSTODY AND ACCOUNTING SERVICES. All expenses of the transfer,
receipt, safekeeping, servicing and accounting for the cash, securities, and
other property of the Fund, including, without limitation, all charges of
depositories, custodians, and other agents, if any:
ii. SHAREHOLDER SERVICING. All expenses of maintaining and servicing
shareholder accounts, including all charges for transfer, shareholder
recordkeeping, dividend disbursing, redemption, and other agents for the
benefit of the Fund;
iii. BOOKS AND RECORDS. All costs and expenses associated with the
maintenance of the Fund's books of account and records as required by the
Act;
iv. SHAREHOLDER COMMUNICATIONS. All expenses of preparing, printing,
and distributing reports and other communications to shareholders;
v. SHAREHOLDER MEETINGS. All fees and expenses incidental to holding
meetings of shareholders, including, without limitation, the printing of
notices and proxy material, and proxy solicitation therefor, provided that
the Adviser shall be responsible for and assume all expenses and fees with
respect to meetings of the Fund's shareholders held solely for the benefit
of the Adviser;
vi. PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All
expenses of preparing and printing of annual or more frequent revisions of
the Prospectus and Statement of Additional Information relating to the
offering of Fund's shares and of mailing them to shareholders;
vii. PRICING. All expenses of computing the Fund's net asset value per
share, including, without limitation, the cost of any equipment or services
used for obtaining price quotations;
viii. COMMUNICATION EQUIPMENT. All charges for equipment or services
used for communication between the Adviser or the Trust and the custodian,
transfer agent or any other agent selected by the Trust;
ix. LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for services
and expenses of the Trust's legal counsel and independent auditors for the
benefit of the Trust;
x. TRUSTEES' FEES AND EXPENSES. All compensation of trustees, other
than those who are interested persons of or affiliated with the Adviser, and
all expenses incurred in connection with their service and meetings;
xi. FEDERAL REGISTRATION FEES. All fees and expenses of registering
and maintaining the registration of the Trust under the Act and the
registration of Fund shares under the Securities Act
A2-3
<PAGE>
of 1933, as amended (the "1933 Act"), including, without limitation, all
fees and expenses incurred in connection with the preparation, printing, and
filing of any registration statement, Prospectus and Statement of Additional
Information under the 1933 Act or the Act, and any amendments or supplements
thereto that may be made from time to time;
xii. STATE REGISTRATION FEES. All fees and expenses (including, without
limitation, the compensation of personnel who may be employed by the Adviser
or an affiliate) of qualifying and maintaining qualification of the Trust
and of the Fund shares for sale under securities laws of various states or
jurisdictions, and of registration and qualification of the Trust under all
other laws applicable to the Trust or its business activities (including,
without limitation, registering the Trust as a broker-dealer, or any officer
of the Trust or any person as agent or salesman of the Trust in any state);
xiii. ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred in
connection with the issue, redemption, and transfer of Fund shares,
including, without limitation, the expense of confirming all Fund share
transactions, and of preparing and transmitting the Fund's share
certificates;
xiv. BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
xv. BROKERAGE COMMISSIONS. All brokerage commissions and other charges
and expenses incident to the purchase, sale, or lending of the Fund's
portfolio securities;
xvi. TAXES. all taxes or governmental fees payable by or with respect
of the Trust or Fund to federal, state, or other governmental agencies,
domestic or foreign, including, without limitation, stamp or other transfer
taxes;
xvii. TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Trust's membership in any trade association
or other investment organization;
xviii. INTEREST. All interest which may accrue and be payable as a
result of the Fund's activities;
xix. STATIONERY AND POSTAGE. The cost of all stationery and postage
required by the Fund, unless otherwise payable by another party with respect
to an activity or expense referred to above; and
xx. NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring expenses
as may arise, including, without limitation, the costs of actions, suits, or
proceedings to which the Trust on behalf of the Fund is a party and the
expenses the Trust on behalf of the Fund may incur as a result of its legal
obligation to provide indemnification to its officers, trustees, and agents.
(c) With respect to other series of shares of the Trust, the Fund shall only
be responsible for expenses directly attributable to it and its operations and
for such other costs and expenses of the Trust as the Board of Trustees may be
resolution or otherwise direct.
7. REIMBURSEMENT FOR ADVANCED COSTS AND EXPENSES. To the extent the Adviser
incurs any costs or performs any services which are an obligation of the Trust
or the Fund, as set forth herein, the Trust on behalf of the Fund and out of the
Fund's assets shall promptly reimburse the Adviser for such costs and
A2-4
<PAGE>
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 1.25% per annum of the average daily net
assets of the Fund.
(b) The management fee shall be accrued daily during each month by the Trust
on behalf of the Fund and paid to the Adviser on the first business day of the
succeeding month. The initial monthly fee under this Agreement shall be payable
on the first business day of the first month following the effective date of
this Agreement. The fee to the Adviser shall be prorated for the portion of any
month in which this Agreement is in effect which is not a complete month
according to the proportion which the number of calendar days in the month
during which the Agreement is in effect bears to the number of calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.
(c) To the extent that the gross operating costs and expenses of the Fund
(excluding any interest, taxes, brokerage commissions, distribution fees paid
pursuant to the Distribution Plan pursuant to Rule 12b-1, and, with the prior
written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund or waive its compensation
hereunder for the amount of such excess.
(d) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder.
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 Trust, the Fund or to any shareholder of the Fund for any
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<PAGE>
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security by the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or of officer of the Adviser from liability
in violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares individually but are binding only upon the assets and property of the
Fund. The Adviser acknowledges that it has received notice of and accepts the
limitations of liability as set forth in the Agreement and Declaration of Trust
of the Trust. The Adviser agrees that the Trust's obligations hereunder shall be
limited to the Fund and to its assets, and that the Adviser or any affiliated or
related party shall not seek satisfaction of any such obligation from any
shareholder of the Fund nor from any trustee, officer, employee or agent of the
Trust.
12. TERM AND RENEWAL. This Agreement shall remain in effect for a period of
two (2) years from the date hereof, unless sooner terminated in accordance with
Paragraph 13 hereof, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (a) the Board of
Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of the Fund, and (b) the vote of a majority of the Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting for the purpose of voting on such approval.
13. TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Trustees of the Trust or by a vote of a
majority of its outstanding voting securities, upon sixty (60) days' prior
written notice to the Adviser, and by the Adviser upon sixty (60) days' prior
written notice to the Trust. This Agreement shall also terminate in the event of
any transfer or assignment thereof, as defined in the Act.
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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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
By:
---------------------------------------
President
ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: Robertson, Stephens & Company,
Incorporated, General Partner
By:
---------------------------------------
President
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<PAGE>
EXHIBIT A-3
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of The Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
DIVERSIFIED GROWTH FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")
W I T N E S S E T H :
WHEREAS, the Trust is an open-end, management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "Act"); and
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 LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is
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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).
(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;
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<PAGE>
(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;
(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;
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<PAGE>
(M) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(N) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(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;
(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.
A3-4
<PAGE>
(c) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.
(d) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that neither it nor
any of its officers or employees shall take any short position in the shares of
the Fund. This prohibition shall not prevent the purchase of such shares by any
of the officers and Trustees or employees of the Adviser or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof, at
a price not less than the net asset value thereof at the time of purchase, as
allowed pursuant to rules promulgated under the Act.
10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF TRUST.
Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Agreement and Declaration of Trust or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the Trust and
Fund.
11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security by
the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares
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<PAGE>
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.
A3-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT TRUST
------------------------
President
ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: Robertson Stephens & Company, Inc.
General Partner
------------------------
President
</TABLE>
A3-7
<PAGE>
EXHIBIT A-4
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its initial, series of shares also known as
Robertson Stephens Emerging Growth Fund (the "Fund"), and ROBERTSON STEPHENS
INVESTMENT MANAGEMENT, INC., a corporation organized and existing under the laws
of the State of Delaware (the Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and
WHEREAS, the Adviser seeks to be and has filed such documents as are
necessary to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the
business of supplying investment advice, investment management and
administrative services, as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto, mutually agree as follows:
1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser, and the
Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, render or make available all
administrative services needed for the management and operation of the Fund, and
shall, as part of its duties hereunder, (i) furnish the Trust with investment
advice, research and recommendations with respect to the investment of the
Fund's assets and the purchase and sale of its portfolio securities, including
the taking of such other steps as may be necessary to implement such advice and
recommendations, (ii) furnish the Trust and Fund with reports, statements and
other data on securities, economic conditions and other pertinent subjects which
the Trust's Board of Trustees may request, (iii) furnish such office space and
personnel as are needed by the Fund, and (iv) in general superintend and manage
the investments of the Fund, subject to the ultimate supervision and direction
of the Trust's Board of Trustees.
(b) The Adviser shall determine the securities to be purchased or sold by
the Fund and will place orders pursuant to its determination with or through
such persons, brokers or dealers (including
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Robertson, Stephens & Company LLC) in conformity with the policy with respect to
brokerage as set forth in the Trust's Registration Statement and the Fund's
Private Placement Memorandum, Prospectus and Statement of Additional Information
or as the Trustees may direct from time to time. The Adviser shall not execute
portfolio transactions for the account of the Fund with a broker or dealer which
is an "affiliated person" (as defined in the Act) of the Adviser or the Trust,
except pursuant to procedures adopted by the Trustees in accordance with Rule
17e-l under the Act. The Adviser shall render regular reports to the Trustees of
the total brokerage business placed and the manner in which the allocation has
been accomplished.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Advisers Act,
provided that the separate costs of employing such companies and of the
companies themselves are borne by the Adviser And not by the Fund.
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).
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<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 COMMUNICATIONS. All expenses of preparing, printing, and
distributing reports and other communications to shareholders;
(E) SHAREHOLDER MEETINGS. All fees and expenses incidental to holding
meetings of shareholders, including the printing of notices and proxy
material, and proxy solicitation therefor, provided that the Adviser shall
be responsible for and assume all expenses and fees with respect to meetings
of the Fund's shareholders held solely for the benefit of the Adviser;
(F) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All expenses
of preparing and printing of annual or more frequent revisions of the
Private Placement Memorandum, Prospectus and Statement of Additional
Information relating to the offering of Fund's shares and of mailing them to
shareholders;
(G) PRICING. All expenses of computing the Fund's net asset value per
share, including the cost of any equipment or services used for obtaining
price quotations;
(H) COMMUNICATION EQUIPMENT. All charges for equipment or services used
for communication between the Adviser or the Trust and the custodian,
transfer agent or any other agent selected by the Trust;
(I) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for services and
expenses of the Trust's legal counsel and independent auditors for the
benefit of the Trust;
(J) TRUSTEES' FEES AND EXPENSES. All compensation of trustees, other
than those who are interested persons of or affiliated with the Adviser, and
all expenses incurred in connection with their service and meetings;
(K) FEDERAL REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Trust under the Act and the registration
of Fund shares under the Securities Act of 1933, as amended (the "1933
Act"), including all fees and expenses incurred in connection with the
preparation, printing, and filing of any registration statement, Prospectus
and Statement of
A4-3
<PAGE>
Additional Information under the 1933 Act or the Act, and any amendments or
supplements thereto that may be made from time to time;
(L) STATE REGISTRATION FEES. All fees and expenses (including the
compensation of personnel who may be employed by the Adviser or an
affiliate) of qualifying and maintaining qualification of the Trust and of
the Fund shares for sale under securities laws of various states or
jurisdictions, and of registration and qualification of the Trust under all
other laws applicable to the Trust or its business activities (including
registering the Trust as a broker-dealer, or any officer of the Trust or any
person as agent or salesman of the Trust in any state);
(M) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred in
connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all Fund share transactions, and of
preparing and transmitting the Fund's share certificates;
(N) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(O) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(P) TAXES. All taxes or governmental fees payable by or with respect of
the Trust or Fund to federal, state, or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes;
(Q) TRADE ASSOCIATION FEES. All fees, dues, and other expenses incurred
in connection with the Trust's membership in any trade association or other
investment organization;
(R) DISTRIBUTION FEES. Fees and expenses incurred with respect to the
distribution of the Fund's shares pursuant to the Distribution Plan pursuant
to Rule 12b-1 between the Trust with respect to the Fund and Robertson,
Colman & Stephens;
(S) INTEREST. All interest which may accrue and be payable as a result
of the Fund's activities;
(T) STATIONERY AND POSTAGE. The cost of all stationery and postage
required by the Fund, unless otherwise payable by another party with respect
to an activity or expense referred to above; and
(U) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring expenses
as may arise, including the costs of actions, suits, or proceedings to which
the Trust on behalf of the Fund is a party and the expenses the Trust on
behalf of the Fund may incur as a result of its legal obligation to provide
indemnification to its officers, trustees, and agents.
(c) In the event that the Trust offers other series of its shares in the
future, then the Fund shall only be responsible for expenses directly
attributable to it and its 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,
A4-4
<PAGE>
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 Eunas-assets
agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum, of the average daily net
assets of the Fund.
(b) The management fee shall be accrued daily during each month by the Trust
on behalf of the Fund and paid to the Adviser on the first business day of the
succeeding month. The initial monthly fee under this Agreement shall be payable
on the first business day of the first month following the effective date of the
Adviser's registration as an investment adviser under the Advisers Act. The fee
to the Adviser shall be prorated for the portion of any month in which this
Agreement is in effect which is not a complete month according to the proportion
which the number of calendar days in the month during which the Agreement is in
effect bears to the number of calendar days in the month. If this Agreement is
terminated prior to the end of any month, the fee to the Adviser shall be
payable within ten (10) days after the date of termination.
(c) To the extent that the gross operating costs and expenses of the Fund
(excluding any interest, taxes, brokerage commissions, distribution fees paid
pursuant to the Distribution Plan pursuant to Rule 12b-1, and, with the prior
written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of' the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund for the amount of such excess.
(d) The Adviser may waive any portion of the compensation due to it
hereunder, or for reimbursement of expenses by the Trust pursuant to Paragraph 7
of this Agreement, and any such waiver shall be applicable only with respect to
the specific items waived and shall not constitute a waiver of any future
compensation or reimbursement due to the Adviser hereunder.
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
A4-5
<PAGE>
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on-file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares individually but are binding only upon the assets and property of the.
Fund. The Adviser acknowledges that it has received notice of and accepts the
limitations of liability as set forth in the Agreement and Declaration of Trust
of the Trust. The Adviser agrees that the Trust's obligations hereunder shall be
limited to the Fund and to its assets, and that the Adviser or any affiliated or
related party shall not seek satisfaction of. any such obligation from any
shareholder of the Fund nor from any trustee, officer, employee or agent of the
Trust.
12. TERM AND RENEWAL. This Agreement shall remain in effect until June 16
1989, unless sooner terminated in accordance with Paragraph 13 hereof, and shall
continue in effect from year to year thereafter so long as such continuation is
approved at least annually by (i) the Board of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii)
the vote of a majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
for the purpose of voting on such approval.
13. TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Trustees of the Trust or by a vote of a
majority of its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons' shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
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.
A4-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS
INVESTMENT TRUST
ATTEST: -------------------------------------------
President
- -------------------------------------------
Secretary
ROBERTSON STEPHENS
INVESTMENT MANAGEMENT, INC.
ATTEST: -------------------------------------------
President
</TABLE>
A4-7
<PAGE>
EXHIBIT A-5
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
GLOBAL LOW-PRICED STOCK FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")
W I T N E S S E T H :
WHEREAS, the Trust is an open-end, management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "Act"); and
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 LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Investment
Advisers Act of 1940, as amended, provided that the separate costs of
A5-1
<PAGE>
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).
(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;
A5-2
<PAGE>
(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;
(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;
A5-3
<PAGE>
(M) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(N) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(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;
(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.
A5-4
<PAGE>
(c) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.
(d) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that neither it nor
any of its officers or employees shall take any short position in the shares of
the Fund. This prohibition shall not prevent the purchase of such shares by any
of the officers and Trustees or employees of the Adviser or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof, at
a price not less than the net asset value thereof at the time of purchase, as
allowed pursuant to rules promulgated under the Act.
10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF TRUST.
Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Agreement and Declaration of Trust or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the Trust and
Fund.
11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security by
the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares
A5-5
<PAGE>
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 its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement shall not
be affected thereby.
16. HEADINGS. The headings used herein are for convenience and ease of
reference only. No legal effect is intended, nor is to be derived from such
headings.
A5-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT
TRUST
ATTEST:
President
Secretary
ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: Robertson Stephens & Company
Inc., General Partner
ATTEST:
President
Secretary
</TABLE>
A5-7
<PAGE>
EXHIBIT A-6
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
GLOBAL NATURAL RESOURCES FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")
W I T N E S S E T H :
WHEREAS, the Trust is an open-end, management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "Act"); and
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 LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Investment
Advisers Act of 1940, as amended, provided that the separate costs of
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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).
(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;
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<PAGE>
(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;
(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;
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<PAGE>
(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;
(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
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
A6-4
<PAGE>
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.
(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
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<PAGE>
year thereafter so long as such continuation is approved at least annually by
(i) the Board of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Fund, and (ii) the vote of a majority of
the Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting for the purpose of voting
on such approval.
13. TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Trustees of the Trust or by a vote of a
majority of its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby.
16. HEADINGS. The headings used herein are for convenience and ease of
reference only. No legal effect is intended, nor is to be derived from such
headings.
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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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT
TRUST
------------------------
ATTEST: President
- ------------------------
Secretary
ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P.
By: Robertson Stephens & Company, Inc.,
General Partner
------------------------
ATTEST: President
- ------------------------
Secretary
</TABLE>
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<PAGE>
EXHIBIT A-7
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 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 LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Investment
Advisers Act of 1940, as amended, provided that the separate costs of
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<PAGE>
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).
(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;
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<PAGE>
(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;
(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;
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<PAGE>
(M) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(N) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(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;
(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.
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<PAGE>
(c) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.
(d) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that neither it nor
any of its officers or employees shall take any short position in the shares of
the Fund. This prohibition shall not prevent the purchase of such shares by any
of the officers and Trustees or employees of the Adviser or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof, at
a price not less than the net asset value thereof at the time of purchase, as
allowed pursuant to rules promulgated under the Act.
10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF TRUST.
Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Agreement and Declaration of Trust or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the Trust and
Fund.
11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security by
the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and the obligations arising out of this
Agreement are not binding upon the Trustees or holders of the Trust's shares
A7-5
<PAGE>
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.
A7-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT TRUST
ATTEST:
- -------------------------- ---------------------------------------------
Secretary President
ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: Robertson Stephens & Company, Inc.
General Partner
ATTEST:
- -------------------------- ---------------------------------------------
Secretary President
</TABLE>
A7-7
<PAGE>
EXHIBIT A-8
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
GROWTH & INCOME FUND(the "Fund"), and ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., a limited partnership formed and existing under the laws of
the State of Delaware (the "Adviser")
W I T N E S S E T H :
WHEREAS, the Trust is an open-end management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Adviser seeks to be and has filed such documents as are
necessary to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the
business of supplying investment advice and investment management, as an
independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto mutually agree as follows:
1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser, and
the Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, 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 LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional
A8-1
<PAGE>
Information or as the Trustees may direct from time to time. The Adviser shall
not execute portfolio transactions for the account of the Fund with a broker or
dealer which is an "affiliated person" (as defined in the Act) of the Adviser or
the Trust, except pursuant to procedures adopted by the Trustees in accordance
with Rule 17e-1 under the Act. The Adviser shall render regular reports to the
Trustees of the total brokerage business placed and the manner in which the
allocation has been accomplished.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Advisers Act,
provided that the separate costs of employing such companies and of the
companies themselves are borne by the Adviser and not by the Fund.
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).
(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,
A8-2
<PAGE>
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 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;
(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
A8-3
<PAGE>
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;
(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
A8-4
<PAGE>
date of this Agreement. The fee to the Adviser shall be prorated for the portion
of any month in which this Agreement is in effect which is not a complete month
according to the proportion which the number of calendar days in the month
during which the Agreement is in effect bears to the calendar days in the month.
If this Agreement is terminated prior to the end of any month, the fee to the
Adviser shall be payable within ten (10) days after the date of termination.
(c) To the extent that the gross operating costs and expenses of the Fund
(excluding any interest, taxes, brokerage commissions, and, with the prior
written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund or waive its compensation
hereunder for the amount of such excess.
(d) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. The compensation payable to the Adviser under this Agreement
will be reduced to the extent required under the most stringent expense
limitation applicable to the Fund imposed by any state in which shares of the
Fund are qualified for sale. Any such reduction will be agreed to prior to
accrual of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis. Any fee withheld pursuant to this paragraph from
the Adviser shall be reimbursed by the Trust to the Adviser in the first fiscal
year or the second fiscal year next succeeding the fiscal year of the
withholding to the extent permitted by the applicable state law if the aggregate
expenses for the next succeeding fiscal year or second succeeding fiscal year do
not exceed the applicable state limitation or any more restrictive limitation to
which the Adviser has agreed.
(e) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
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
A8-5
<PAGE>
Adviser shall not be subject to liability to the Fund or to any shareholder of
the Fund for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security by the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director of officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares individually but are binding only upon the assets and property of the
Fund. The Adviser acknowledges that it has received notice of and accepts the
limitations of liability as set forth in the Agreement and Declaration of Trust
of the Trust. The Adviser agrees that the Trust's obligations hereunder shall be
limited to the Fund and to its assets, and that the Adviser or any affiliated or
related party shall not seek satisfaction of any such obligation from any
shareholder of the Fund nor from any trustee, officer, employee or agent of the
Trust.
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 its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby.
16. HEADINGS. The headings used herein are for convenience and ease of
reference only. No legal effect is intended, nor is to be derived from such
headings.
A8-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS
INVESTMENT TRUST
---------------------------------
ATTEST: President
- ---------------------------------
Secretary
ROBERTSON STEPHENS
& COMPANY INVESTMENT
MANAGEMENT, L.P.
By: Robertson Stephens & Company,
Inc., General Partner
---------------------------------
ATTEST: President
- ---------------------------------
Secretary
</TABLE>
A8-7
<PAGE>
EXHIBIT A-9
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
INFORMATION AGE FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P. (the "Adviser")
W I T N E S S E T H :
WHEREAS, the Trust is an open-end, management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "Act"); and
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)(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 LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is
A9-1
<PAGE>
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).
(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;
A9-2
<PAGE>
(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;
(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;
A9-3
<PAGE>
(M) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(N) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(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;
(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.
A9-4
<PAGE>
(c) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.
(d) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that neither it
nor any of its officers or employees shall take any short position in the shares
of the Fund. This prohibition shall not prevent the purchase of such shares by
any of the officers and Trustees or employees of the Adviser or any trust,
pension, profit-sharing or other benefit plan for such persons or affiliates
thereof, at a price not less than the net asset value thereof at the time of
purchase, as allowed pursuant to rules promulgated under the Act.
10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF
TRUST. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Agreement and Declaration of Trust or any applicable
statute or regulation, or to relieve or deprive the Board of Trustees of the
Trust of its responsibility for and control of the conduct of the affairs of the
Trust and Fund.
11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares
A9-5
<PAGE>
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 its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby.
16. HEADINGS. The headings used herein are for convenience and ease of
reference only. No legal effect is intended, nor is to be derived from such
headings.
A9-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT
TRUST
ATTEST: ---------------------------------
President
- ---------------------------------
Secretary
ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: Robertson Stephens & Company,
Inc., General Partner
ATTEST: ---------------------------------
President
- ---------------------------------
Secretary
</TABLE>
A9-7
<PAGE>
EXHIBIT A-10
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of The Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
MICROCAP GROWTH FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P. (the "Adviser")
W I T N E S S E T H :
WHEREAS, the Trust is an open-end, management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "Act"); and
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 LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Investment
Advisers Act of 1940, as amended, provided that the separate costs of
A10-1
<PAGE>
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).
(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;
A10-2
<PAGE>
(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;
(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;
A10-3
<PAGE>
(M) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(N) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(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;
(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 1.25% per annum of the average daily net
assets of the Fund.
(b) The management fee shall be accrued daily during each month by the Trust
on behalf of the Fund and paid to the Adviser on the first business day of the
succeeding month. The initial monthly fee under this Agreement shall be payable
on the first business day of the first month following the effective date of
this Agreement. The fee to the Adviser shall be prorated for the portion of any
month in which this Agreement is in effect which is not a complete month
according to the proportion which the number of calendar days in the month
during which the Agreement is in effect bears to the calendar days in the month.
If this Agreement is terminated prior to the end of any month, the fee to the
Adviser shall be payable within ten (10) days after the date of termination.
A10-4
<PAGE>
(c) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.
(d) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
9. SHORT POSITIONS IN FUND'S SHARES. The Adviser agrees that neither it nor
any of its officers or employees shall take any short position in the shares of
the Fund. This prohibition shall not prevent the purchase of such shares by any
of the officers and Trustees or employees of the Adviser or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof, at
a price not less than the net asset value thereof at the time of purchase, as
allowed pursuant to rules promulgated under the Act.
10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF TRUST.
Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Agreement and Declaration of Trust or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the Trust and
Fund.
11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security by
the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares
A10-5
<PAGE>
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.
A10-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT TRUST
-------------------------------------------
ATTEST: President
- -------------------------------------------
Secretary
ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: Robertson Stephens & Company,
Inc., General Partner
-------------------------------------------
ATTEST: President
- -------------------------------------------
Secretary
</TABLE>
A10-7
<PAGE>
EXHIBIT A-11
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
PARTNERS FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., a limited partnership formed and existing under the laws of
the State of Delaware (the "Adviser")
W I T N E S S E T H :
WHEREAS, the Trust is an open-end management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Adviser seeks to be and has filed such documents as are
necessary to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the
business of supplying investment advice, investment management and
administrative services, as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto mutually agree as follows:
1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser, and the
Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, render or make available all
administrative services needed for the management and operation of the Fund, and
shall, as part of its duties hereunder, (i) furnish the Trust with investment
advice, research and recommendations with respect to the investment of the
Fund's assets and the purchase and sale of its portfolio securities, including
the taking of such other steps as may be necessary to implement such advice and
recommendations, (ii) furnish the Trust and Fund with reports, statements and
other data on securities, economic conditions and other pertinent subjects which
the Trust's Board of Trustees may request, (iii) furnish such office space and
personnel as are needed by the Fund, and (iv) in general superintend and manage
the investments of the Fund, subject to the ultimate supervision and direction
of the Trust's Board of Trustees.
(b) The Adviser shall determine the securities to be purchased or sold by
the Fund and will place orders pursuant to its determinations with or through
such persons, brokers or dealers (including Robertson, Stephens & Company LLC)
in conformity with the policy with respect to brokerage as set forth in the
Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional
A11-1
<PAGE>
Information or as the Trustees may direct from time to time. The Adviser shall
not execute portfolio transactions for the account of the Fund with a broker or
dealer which is an "affiliated person" (as defined in the Act) of the Adviser or
the Trust, except pursuant to procedures adopted by the Trustees in accordance
with Rule 17e-1 under the Act. The Adviser shall render regular reports to the
Trustees of the total brokerage business placed and the manner in which the
allocation has been accomplished.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Advisers Act,
provided that the separate costs of employing such companies and of the
companies themselves are borne by the Adviser and not by the Fund.
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).
(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:
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<PAGE>
(A) CUSTODY AND ACCOUNTING SERVICES. All expenses of the transfer,
receipt, safekeeping, servicing and accounting for the cash, securities, and
other property of the Fund, including all charges of depositories,
custodians, and other agents, if any;
(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) 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;
(F) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All expenses
of preparing and printing of annual or more frequent revisions of the
Prospectus and Statement of Additional Information relating to the offering
of Fund's shares and of mailing them to shareholders;
(G) PRICING. All expenses of computing the Fund's net asset value per
share, including the cost of any equipment or services used for obtaining
price quotations;
(H) COMMUNICATION EQUIPMENT. All charges for equipment or services used
for communication between the Adviser or the Trust and the custodian,
transfer agent or any other agent selected by the Trust;
(I) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for services and
expenses of the Trust's legal counsel and independent auditors for the
benefit of the Trust;
(J) TRUSTEES' FEES AND EXPENSES. All compensation of trustees, other
than those who are interested persons of or affiliated with the Adviser, and
all expenses incurred in connection with their service and meetings;
(K) FEDERAL REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Trust under the Act and the registration
of Fund shares under the Securities Act of 1933, as amended (the "1933
Act"), including all fees and expenses incurred in connection with the
preparation, printing and filing of any registration statement, Prospectus
and Statement of Additional Information under the 1933 Act or the Act, and
any amendments or supplements thereto that may be made from time to time;
(L) STATE REGISTRATION FEES. All fees and expenses (including the
compensation of personnel who may be employed by the Adviser or an
affiliate) of qualifying and maintaining qualification of the Trust and of
the Fund shares for sales under securities laws of various states or
jurisdictions, and of registration and qualification of the Trust under all
other laws applicable to the Trust or its
A11-3
<PAGE>
business activities (including registering the Trust as a broker-dealer, or
any officer of the Trust or any person as agent or salesman of the Trust in
any state);
(M) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses, incurred in
connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all Fund share transactions, and of
preparing and transmitting the Fund's share certificates;
(N) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(O) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(P) TAXES. All taxes or governmental fees payable by or with respect of
the Trust or Fund to federal, state, or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes;
(Q) TRADE ASSOCIATION FEES. All fees, dues, and other expenses incurred
in connection with the Trust's membership in any trade association or other
investment organization;
(R) INTEREST. All interest which may accrue and be payable as a result
of the Fund's activities;
(S) STATIONERY AND POSTAGE. The cost of all stationery and postage
required by the Fund, unless otherwise payable by another party with respect
to an activity or expense referred to above; and
(T) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring expenses
as may arise, including the costs of actions, suits, or proceedings to which
the Trust on behalf of the Fund is a party and the expenses the Trust on
behalf of the Fund may incur as a result of its legal obligation to provide
indemnification to its officers, trustees, and agents.
(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 1.25% per annum of the average daily net
assets of the Fund.
(b) The management fee shall be accrued daily during each month by the Trust
on behalf of the Fund and paid to the Adviser on the first business day of the
succeeding month. The initial monthly fee under this Agreement shall be payable
on the first business day of the first month following the effective date of
this Agreement. The fee to the Adviser shall be prorated for the portion of any
month in which this Agreement is in effect which is not a complete month
according to the proportion which the
A11-4
<PAGE>
number of calendar days in the month during which the Agreement is in effect
bears to the calendar days in the month. If this Agreement is terminated prior
to the end of any month, the fee to the Adviser shall be payable within ten (10)
days after the date of termination.
(c) To the extent that the gross operating costs and expenses of the Fund
(excluding any interest, taxes, brokerage commissions, and, with the prior
written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund or waive its compensation
hereunder for the amount of such excess.
(d) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. The compensation payable to the Adviser under this Agreement
will be reduced to the extent required under the most stringent expense
limitation applicable to the Fund imposed by any state in which shares of the
Fund are qualified for sale. Any such reduction will be agreed to prior to
accrual of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis. Any fee withheld pursuant to this paragraph from
the Adviser shall be reimbursed by the Trust to the Adviser in the first fiscal
year or the second fiscal year next succeeding the fiscal year of the
withholding to the extent permitted by the applicable state law if the aggregate
expenses for the next succeeding fiscal year or second succeeding fiscal year do
not exceed the applicable state limitation or any more restrictive limitation to
which the Adviser has agreed.
(e) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
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.
A11-5
<PAGE>
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director of officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares individually but are binding only upon the assets and property of the
Fund. The Adviser acknowledges that it has received notice of and accepts the
limitations of liability as set forth in the Agreement and Declaration of Trust
of the Trust. The Adviser agrees that the Trust's obligations hereunder shall be
limited to the Fund and to its assets, and that the Adviser or any affiliated or
related party shall not seek satisfaction of any such obligation from any
shareholder of the Fund nor from any trustee, officer, employee or agent of the
Trust.
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 its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby.
16. HEADINGS. The headings used herein are for convenience and ease of
reference only. No legal effect is intended, nor is to be derived from such
headings.
A11-6
<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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT
TRUST
-------------------------------------------
ATTEST: President
- -------------------------------------------
Secretary
ROBERTSON STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By: Robertson Stephens & Company,
Inc., General Partner
-------------------------------------------
ATTEST: President
- -------------------------------------------
Secretary
</TABLE>
A11-7
<PAGE>
EXHIBIT A-12
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the day of
, 1997, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of the Commonwealth of Massachusetts
(the "Trust"), with respect to its series of shares known as ROBERTSON STEPHENS
VALUE + GROWTH FUND (the "Fund"), and ROBERTSON STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P., a limited partnership formed and existing under the laws of
the State of Delaware (the "Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is an open-end diversified, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and
WHEREAS, the Adviser seeks to be and has filed such documents as are
necessary to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the
business of supplying investment advice, investment management and
administrative services, as an independent contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto mutually agree as follows:
1. EMPLOYMENT OF ADVISER. (a) The Trust hereby employs the Adviser, and the
Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Fund,
consistent with the investment objectives and policies of the Fund and subject
to the supervision and direction of the Trust's Board of Trustees. The Adviser
shall, except as otherwise provided for herein, render or make available all
administrative services needed for the management and operation of the Fund, and
shall, as part of its duties hereunder,
(i) furnish the Trust with investment advice, research and recommendations
with respect to the investment of the Fund's assets and the purchase and sale of
its portfolio securities, including the taking of such other steps as may be
necessary to implement such advice and recommendations, (ii) furnish the Trust
and Fund with reports, statements and other data on securities, economic
conditions and other pertinent subjects which the Trust's Board of Trustees may
request, (iii) furnish such office space and personnel as are needed by the
Fund, and (iv) in general superintend and manage the investments of the Fund,
subject to the ultimate super-vision and direction of the Trust's Board of
Trustees.
(b) The Adviser shall determine the securities to be purchased or sold by
the Fund and will place orders pursuant to its determinations with or through
such persons, brokers or dealers (including
A12-1
<PAGE>
Robertson, Stephens & Company LLC) in conformity with the policy with respect to
brokerage as set forth in the Trust's Registration Statement and the Fund's
Prospectus and Statement of Additional Information or as the Trustees may direct
from time to time. The Adviser shall not execute portfolio transactions for the
account of the Fund with a broker or dealer which is an "affiliated person" (as
defined in the Act) of the Adviser or the Trust, except pursuant to procedures
adopted by the Trustees in accordance with Rule 17e-1 under the Act. The Adviser
shall render regular reports to the Trustees of the total brokerage business
placed and the manner in which the allocation has been accomplished.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement to one
or more qualified companies, each of which is registered under the Advisers Act,
provided that the separate costs of employing such companies and of the
companies themselves are borne by the Adviser and not by the Fund.
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).
A12-2
<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 COMMUNICATIONS. All expenses of preparing, printing, and
distributing reports and other communications to shareholders;
(E) SHAREHOLDER MEETINGS. All fees and expenses incidental to holding
meetings of shareholders, including the printing of notices and proxy
material, and proxy solicitation therefor, provided that the Adviser shall
be responsible for and assume all expenses and fees with respect to meetings
of the Fund's shareholders held solely for the benefit of the Adviser;
(F) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All expenses
of preparing and printing of annual or more frequent revisions of the
Private Placement Memorandum, Prospectus and Statement of Additional
Information relating to the offering of Fund's shares and of mailing them to
shareholders;
(G) PRICING. All expenses of computing the Fund's net asset value per
share, including the cost of any equipment or services used for obtaining
price quotations;
(H) COMMUNICATION EQUIPMENT. All charges for equipment or services for
communication between the Adviser or the Trust and the custodian, transfer
agent or any other agent selected by the Trust;
(I) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for services and
expenses of the Trust's legal counsel and independent auditors for the
benefit of the Trust;
(J) TRUSTEES' FEES AND EXPENSES. All compensation of trustees, other
than those who are interested persons of or affiliated with the Adviser, and
all expenses incurred in connection with their service and meetings;
(K) FEDERAL REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Trust under the Act and the registration
of Fund shares under the Securities Act of 1933, an amended (the "1933
Act"), including all fees and expenses incurred in connection with the
preparation, printing, and filing of any registration statement, Prospectus
and Statement of
A12-3
<PAGE>
Additional Information under the 1933 Act or the Act, and any amendments or
supplements thereto that may be made from time to time;
(L) STATE REGISTRATION FEES. All fees and expenses (including the
compensation of personnel who may be employed by the Adviser or an
affiliate) of qualifying and maintaining qualification of the Trust and of
the Fund shares for sale under securities laws of various states or
jurisdictions, and of registration and qualification of the Trust under all
other laws applicable to the Trust or its business activities (including
registering the Trust as a broker-dealer, or any officer of the Trust or any
person as agent or salesman of the Trust in any state);
(M) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred in
connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all Fund share transactions, and of
preparing and transmitting the Fund's share certificates;
(N) BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the Board of
Trustees;
(0) BROKERAGE COMMISSIONS. All brokerage commissions and other charges
incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(P) TAXES. All taxes or governmental fees payable by or with respect of
the Trust or Fund to federal, state, or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes;
(Q) TRADE ASSOCIATION FEES. All fees, dues, and other expenses incurred
in connection with the Trust's membership in any trade association or other
investment organization;
(R) INTEREST. All interest which may accrue and be payable as a result
of the Fund's activities;
(S) STATIONERY AND POSTAGE. The cost of all stationery and postage
required by the Fund, unless otherwise payable by another party with respect
to an activity or expense referred to above; and
(T) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring expenses
as may arise, including the costs of actions, suits, or proceedings to which
the Trust on behalf of the Fund is a party and the expenses the Trust on
behalf of the Fund may incur as a result of its legal obligation to provide
indemnification to its officers, trustees, and agents.
(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.
A12-4
<PAGE>
8. FEES. (a) The Trust on behalf of the Fund and out of the Fund's assets
agrees to pay to the Adviser, and the Adviser agrees to accept, as full
compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.25% per annum of the average daily net
assets of the Fund.
(b) The management fee shall be accrued daily during each month by the Trust
on behalf of the Fund and paid to the Adviser on the first business day of the
succeeding month. The initial monthly fee under this Agreement shall be payable
on the first business day of the first month following the effective date of
this Agreement. The fee to the Adviser shall be prorated for the portion of any
month in which this Agreement is in effect which is not a complete month
according to the proportion which the number of calendar days in the month
during which the Agreement is in effect bears to the number of calendar days in
the month. If this Agreement is terminated prior to the end of any month, the
fee to the Adviser shall be payable within ten (10) days after the date of
termination.
(c) To the extent that the gross operating costs and expenses of the Fund
(excluding any interest, taxes, brokerage commissions, and, with the prior
written approval of any state securities commission requiring same, any
extraordinary expenses, such as litigation), exceed the most stringent expense
limitation requirement of the states in which shares of the Fund are qualified
for sale, the Adviser shall reimburse the Fund or waive its compensation
hereunder for the amount of such excess.
(d) The Adviser may reduce or waive any portion of the compensation due to
it hereunder, or for reimbursement of expenses by the Trust pursuant to
Paragraph 7 of this Agreement, and any such reduction or waiver shall be
applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. The compensation payable to the Adviser under this Agreement
will be reduced to the extent required under the most stringent expense
limitation applicable to the Fund imposed by any state in which shares of the
Fund are qualified for sale. Any such reduction will be agreed to prior to
accrual of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis. Any fee withheld pursuant to this paragraph from
the Adviser shall be reimbursed by the Trust to the Adviser in the first fiscal
year or the second fiscal year next succeeding the fiscal year of the
withholding to the extent permitted by the applicable state law if the aggregate
expenses for the next succeeding fiscal year or second succeeding fiscal year do
not exceed the applicable state limitation or any more restrictive limitation to
which the Adviser has agreed.
(e) The Adviser may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of the Trust. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Adviser hereunder.
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
A12-5
<PAGE>
than the net asset value thereof at the time of purchase, as allowed pursuant to
rules promulgated under the Act.
10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF TRUST.
Nothing herein contained shall be deemed to require the Trust to take any
action, contrary to its Agreement and Declaration of Trust or any applicable
statute or regulation, or to relieve or deprive the Board of Trustees of the
Trust of its responsibility for and control of the conduct of the affairs of the
Trust and Fund.
11. DUTIES AND STANDARDS OF CARE. (a) In the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security by
the Fund.
(b) No provision of this Agreement shall be construed to protect any Trustee
or officer of the Trust or director or officer of the Adviser from liability in
violation of Sections 17(h) and (i) of the Act.
(c) A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees, and not individually, and that the obligations arising out of
this Agreement are not binding upon the Trustees or holders of the Trust's
shares individually but are binding only upon the assets and property of the
Fund. The Adviser acknowledges that it has received notice of and accepts the
limitations of liability as set forth in the Agreement and Declaration of Trust
of the Trust. The Adviser agrees that the Trust's obligations hereunder shall be
limited to the Fund and to its assets, and that the Adviser or any affiliated or
related party shall not seek satisfaction of any such obligation from any
shareholder of the Fund nor from any trustee, officer, employee or agent of the
Trust.
12. TERM AND RENEWAL. This Agreement shall remain in effect for a period of
two (2) years, unless sooner terminated in accordance with Paragraph 13 hereof,
and shall continue in effect from year to year thereafter so long as such
continuation is approved at least annually by (i) the Board of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of the
Fund, and (ii) the vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting for the purpose of voting on such approval.
13. TERMINATION. This Agreement may be terminated at any time, without
payment of any penalty, by the Board of Trustees of the Trust or by a vote of a
majority of its outstanding voting securities, upon sixty (60) days' written
notice to the Adviser, and by the Adviser upon sixty (60) days' written notice
to the Trust. This Agreement shall also terminate in the event of any transfer
or assignment thereof, as defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities." of the Trust or Fund and "interested persons" shall have the
meanings as set forth in the Act. The term "net assets" shall have the meaning
and shall be calculated as set forth in the Trust's Registration Statement from
time to time.
A12-6
<PAGE>
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby.
16. HEADINGS. The headings used herein are for convenience and ease of
reference only. No legal effect is intended, nor is to be derived from such
headings.
A12-7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested by their duly authorized officers, all as of the day and
year first above written.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT
TRUST
-------------------------------------------
ATTEST: President
- -------------------------------------------
Secretary
ROBERTSON STEPHENS &
COMPANY INVESTMENT
MANAGEMENT, L.P.
By: Robertson Stephens & Company,
Inc., General Partner
-------------------------------------------
ATTEST: President
- -------------------------------------------
Secretary
</TABLE>
A12-8
<PAGE>
[Name of Fund]
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS--SEPTEMBER 30, 1997
The undersigned hereby appoints G. Randall Hecht, Terry R. Otton, and
Dana K. Welch, and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of Shareholders of the Trust, on September
30, 1997 at 8:30 a.m., Pacific Daylight Time, and at any adjournments
thereof, all of the shares of the [Name of Fund] which the undersigned would
be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, AND 3.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting. The Trustees recommend a vote FOR each
proposal.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Proposal to Elect Trustees:
The nominees for Trustees are:
Leonard B. Auerbach, John W. Glynn, Jr., G. Randy Hecht and James K. Peterson. FOR electing all WITHHOLD For All
of the nominees authority to vote Except:
for all nominees
/ / / / / /
To withhold authority to vote for one or more of the nominees, mark "For All
Except" and write those nominees' names on the line below.
________________________________________________________________________________
2. Proposal to approve or disapprove new Investment Advisory Agreement for
the Fund. FOR AGAINST ABSTAIN
/ / / / / /
3. Proposal to ratify the selection of Price Waterhouse LLP as the
independent auditor of the Fund. FOR AGAINST ABSTAIN
/ / / / / /
</TABLE>
Please sign your name exactly as it appears on this card. If you are a joint
owner, each owner should sign. When signing as executor, administrator,
attorney, trustee, or guardian, or as custodian for a minor, please give your
full title as such. If you are signing for a corporation, please sign the
full corporate name and indicate the signer's office. If you are a partner,
sign in the partnership name.
_________________________________ ___________________
Shareholder Signature Date
_________________________________ ___________________
Co-owner Signature Date
