ROBERTSON STEPHENS INVESTMENT TRUST, 497, 1998-03-06

ROBERTSON STEPHENS INVESTMENT TRUST
497, 1998-03-06

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ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS A SHARES
800-766-FUND March 1, 1998
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ROBERTSON STEPHENS INVESTMENT TRUST makes available to investors the
expertise of the investment professionals at Robertson Stephens Investment
Management. The Trust is offering Class A shares of eleven mutual funds by this
Prospectus: The CONTRARIAN FUND-TM-, The Robertson Stephens DEVELOPING COUNTRIES
FUND, The Robertson Stephens DIVERSIFIED GROWTH FUND, The Robertson Stephens
EMERGING GROWTH FUND, The Robertson Stephens GLOBAL NATURAL RESOURCES FUND, The
Robertson Stephens GLOBAL VALUE FUND, The Robertson Stephens GROWTH & INCOME
FUND, The INFORMATION AGE FUND-TM-, The Robertson Stephens MICROCAP GROWTH FUND,
The Robertson Stephens PARTNERS FUND, and The Robertson Stephens VALUE + GROWTH
FUND.

THIS PROSPECTUS EXPLAINS CONCISELY THE INFORMATION ABOUT THE TRUST THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING IN THE FUNDS' CLASS A SHARES.
Please read it carefully and keep it for future reference. Investors can find
more detailed information about the Funds in the March 1, 1998, Statement of
Additional Information, as amended from time to time. For a free copy of the
Statement of Additional Information, please call 1-800-766-FUND. The Statement
of Additional Information has been filed with the Securities and Exchange
Commission and is available along with other related materials on the Securities
and Exchange Commission's Internet Web site (http://www.sec.gov). The Statement
of Additional Information is incorporated into this Prospectus by reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The following table summarizes an investor's maximum transaction costs from
investing in Class A shares of each of the Funds and expenses incurred by each
of the Funds based on its most recent fiscal year. The Example shows the
cumulative expenses attributable to a $1,000 investment in the Funds over
specified periods.

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee* None
Exchange Fee None
</TABLE>

- --------------------------
* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets):
GLOBAL
CON- DEVELOPING DIVERSIFIED EMERGING NATURAL
TRARIAN COUNTRIES GROWTH GROWTH RESOURCES
-------- ---------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
Management Fees 1.50% 1.25% 1.00% 1.00% 1.00%
Rule 12b-1 Expenses 0.50%(1) 0.25%(1) 0.25% 0.25% 0.25%
Other Expenses 0.23% 0.60%(1) 0.69%(1) 0.25% 0.56%(1)
-------- ---------- ----------- -------- ---------
Total Fund Operating
Expenses 2.23% 2.10%(1) 1.94%(1) 1.50% 1.81%(1)
</TABLE>

<TABLE>
<CAPTION>
VALUE
GLOBAL GROWTH & INFORMATION MICROCAP +
VALUE INCOME AGE GROWTH PARTNERS GROWTH
--------- -------- ----------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Management Fees 1.00% 1.00% 1.00% 1.25% 1.25% 1.00%
Rule 12b-1 Expenses 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.70%(1)* 0.05%(1) 0.57% 0.45%(1) 0.28% 0.19%
--------- -------- ----------- -------- -------- ------
Total Fund Operating
Expenses 1.95%(1)* 1.30%(1) 1.82% 1.95%(1) 1.78% 1.44%
</TABLE>

- --------------------------
(1) REFLECTING VOLUNTARY EXPENSE LIMITATIONS.
* ESTIMATED BASED ON EXPECTED EXPENSES DURING CURRENT FISCAL YEAR.

2
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EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
The Contrarian Fund-TM- $ 25 $ 77 $ 132 $ 280
The Developing Countries Fund $ 21 $ 66 $ 113 $ 243
The Diversified Growth Fund $ 20 $ 61 $ 105 $ 226
The Emerging Growth Fund $ 15 $ 47 $ 82 $ 179
The Global Natural Resources Fund $ 18 $ 57 $ 98 $ 212
The Global Value Fund $ 20 $ 61 $ 105 $ 227
The Growth & Income Fund $ 13 $ 41 $ 71 $ 156
The Information Age Fund-TM- $ 18 $ 57 $ 98 $ 213
The MicroCap Growth Fund $ 20 $ 61 $ 105 $ 227
The Partners Fund $ 18 $ 56 $ 96 $ 209
The Value + Growth Fund $ 15 $ 46 $ 79 $ 172
</TABLE>

This information is provided to help investors understand the operating expenses
of the Funds. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. Other
Expenses and Total Fund Operating Expenses for some of the Funds reflect
voluntary expense limitations currently in effect. In the absence of those
limitations, Other Expenses and Total Fund Operating Expenses, respectively, of
those Funds would be as follows: Developing Countries Fund 1.03% and 2.53%;
Diversified Growth Fund, 0.89% and 2.14%; Global Natural Resources Fund, 0.57%
and 1.82%; Global Value Fund, 1.96% and 3.21%; Growth & Income Fund, 0.47% and
1.72%; MicroCap Growth Fund, 1.10% and 2.60%. In addition, Rule 12b-1 Expenses
for the Contrarian Fund-TM- and the Developing Countries Fund reflect the rates
to which the Trustees have limited payments under the Funds' Distribution Plans;
in the absence of those limitations, the Funds' Rule 12b-1 Expenses would be
0.75% and 0.50%, respectively, and Total Fund Operating Expenses would be 2.48%
and 2.78%, respectively. The Management Fees paid by the Funds are higher than
those paid by most other mutual funds. Because of Rule 12b-1 fees paid by the
Funds, long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales load permitted under applicable broker-dealer sales
rules.

3
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FINANCIAL HIGHLIGHTS

THE CONTRARIAN FUND-TM-

The financial highlights presented below have been audited by Price Waterhouse
LLP, independent accountants. The audited financial statements are incorporated
by reference into the Statement of Additional Information and may be obtained by
shareholders upon request.

<TABLE>
<CAPTION>
The Contrarian Fund-TM-
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NINE FOR THE
YEAR YEAR MONTHS YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 3/31/95 3/31/94(1)
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Net asset value, beginning of period $16.57 $13.78 $10.70 $12.34 $10.00
Income From Investment Operations:
Net investment income/(loss) 0.00 0.00 (0.01) (0.04) (0.02)
Net realized gain/(loss) and
unrealized
appreciation/(depreciation) on
investments (4.88) 2.99 3.09 (1.35) 2.36
- --------------------------------------------------------------------------------------------------
Total from investment operations (4.88) 2.99 3.08 (1.39) 2.34
Distributions:
Dividends from net investment
income -- -- -- -- --
Distribution from net realized
capital gain (0.08) (0.20) -- (0.25) --
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Net asset value, end of period $11.61 $16.57 $13.78 $10.70 $12.34
Total Return (29.51)% 21.68% 28.79% (11.23)% 23.40%
Ratios/Supplemental Data:
Net assets, end of period
(thousands) $398,242 $1,063,438 $507,477 $397,646 $484,951
Ratio of net operating expenses to
average net assets 2.48% 2.46% 2.54%* 2.46%(2) 2.22%*
Ratio of net investment
income/(loss) to average net assets 0.01% (0.02)% (0.20)%* (0.27)%(2) (0.77)%*
Portfolio turnover rate 36% 44% 29% 79% 14%
Average commission rate paid(3) $0.0191 $0.0273 -- -- --
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</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE CONTRARIAN FUND-TM- COMMENCED OPERATIONS ON JUNE 30, 1993.

(2) IF THE CONTRARIAN FUND-TM- HAD PAID ALL OF ITS EXPENSES AND THERE HAD BEEN
NO REIMBURSEMENT BY THE ADVISER, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS
FOR THE YEAR ENDED MARCH 31, 1995, WOULD HAVE BEEN 2.58%, AND THE RATIO OF
NET INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD HAVE BEEN (0.39)%.

(3) A FUND IS REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH A COMMISSION IS CHARGED. THIS AMOUNT MAY VARY FROM
FUND TO FUND AND PERIOD TO PERIOD DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER. THIS RATE GENERALLY DOES NOT REFLECT MARKUPS, MARKDOWNS OR SPREADS
ON SHARES TRADED ON A PRINCIPAL BASIS, IF ANY.

4
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FINANCIAL HIGHLIGHTS (continued)

THE DEVELOPING COUNTRIES FUND AND THE DIVERSIFIED GROWTH FUND

<TABLE>
<CAPTION>
The Developing The Diversified
Countries Fund Growth Fund
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NINE FOR THE FOR THE
YEAR YEAR MONTHS PERIOD YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 3/31/95(1) 12/31/97 12/31/96(1)
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Net asset value, beginning of
period $9.69 $8.02 $8.57 $10.00 $12.42 $10.00
Income From Investment Operations:
Net investment income/(loss) (0.02) 0.03 (0.03) 0.06 (0.17) (0.05)
Net realized gain/(loss) and
unrealized
appreciation/(depreciation) on
investments (1.45) 1.67 (0.52) (1.36) 3.72 2.47
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Total from investment operations (1.47) 1.70 (0.55) (1.30) 3.55 2.42
Distributions:
Dividends from net investment
income -- (0.03) -- (0.04) -- --
Distribution from net realized
capital gain (0.20) -- -- (0.09) (1.93) --
- ----------------------------------------------------------------------------------------------------
Net asset value, end of period $8.02 $9.69 $8.02 $8.57 $14.04 $12.42
Total Return (15.27)% 21.19% (6.42)% (13.14)% 29.45% 24.20%
Ratios/Supplemental Data:
Net assets, end of period
(thousands) $29,431 $50,424 $14,343 $8,345 $80,278 $59,588
Ratio of net operating expenses to
average net assets 2.10%(2) 1.84%(2) 1.83%(2)* 3.15%(2)* 1.94%(2) 2.28%(2)*
Ratio of net investment
income/(loss) to average net
assets (0.20)%(2) 0.36%(2) (0.51)%(2)* 0.72%(2)* (1.20)%(2) (1.05)%(2)*
Portfolio turnover rate 148% 165% 103% 124% 370% 69%
Average commission rate paid(3) $0.0052 $0.0009 -- -- $0.0641 $0.0526
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</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE DEVELOPING COUNTRIES FUND COMMENCED OPERATIONS ON MAY 2, 1994; THE
DIVERSIFIED GROWTH FUND COMMENCED OPERATIONS ON AUGUST 1, 1996.

(2) IF THE DEVELOPING COUNTRIES FUND HAD PAID ALL OF ITS EXPENSES AND THERE HAD
BEEN NO REIMBURSEMENT BY THE ADVISER, THE RATIO OF EXPENSES TO AVERAGE NET
ASSETS FOR THE YEAR ENDED DECEMBER 31, 1997, THE YEAR ENDED DECEMBER 31,
1996, THE NINE MONTHS ENDED DECEMBER 31, 1995, AND THE PERIOD FROM MAY 2,
1994 (COMMENCEMENT OF OPERATIONS), TO MARCH 31, 1995, WOULD HAVE BEEN 2.53%,
2.70%, 4.24%, AND 3.46%, RESPECTIVELY, AND THE RATIO OF NET INVESTMENT
INCOME/(LOSS) TO AVERAGE NET ASSETS WOULD HAVE BEEN (0.63)%, (0.50)%,
(2.92)%, AND 0.41%, RESPECTIVELY. IF THE DIVERSIFIED GROWTH FUND HAD PAID
ALL OF ITS EXPENSES AND HAD RECEIVED NO REIMBURSEMENT FROM THE ADVISER, THE
RATIO OF EXPENSES TO AVERAGE NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 1997
AND FOR THE PERIOD ENDED DECEMBER 31, 1996, WOULD HAVE BEEN 2.14% AND 2.44%,
RESPECTIVELY, AND THE RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS
WOULD HAVE BEEN (1.40%) AND (1.21%), RESPECTIVELY.

5
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FINANCIAL HIGHLIGHTS (continued)

THE EMERGING GROWTH FUND

The financial highlights presented below have been audited by Price Waterhouse
LLP, independent accountants, for the years ended after December 31, 1990. The
audited financial statements of the Fund are incorporated by reference into the
Statement of Additional Information and may be obtained by shareholders upon
request.

<TABLE>
<CAPTION>
The Emerging Growth Fund
- ---------------------------------------------------------------------------------------------------
NINE THREE
YEAR YEAR MONTHS YEAR YEAR MONTHS
ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 3/31/95 3/31/94 3/31/93
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $20.07 $19.21 $18.36 $18.37 $14.71 $16.77
Income From Investment
Operations:
Net investment income/
(loss) (0.14) (0.17) (0.15) (0.17) (0.40) (0.02)
Net realized and
unrealized
appreciation/(depreciation)
on investments (3.80) 4.23 2.58 2.26 4.06 (2.04)
- ---------------------------------------------------------------------------------------------------
Total from investment
operations 3.66 4.06 2.43 2.09 3.66 (2.06)
Distributions:
Dividends from net
investment income -- -- -- -- -- --
Distribution from net
realized capital gain (5.02) (3.20) (1.58) (2.10) -- --
- ---------------------------------------------------------------------------------------------------
Total Distributions (5.02) (3.20) (1.58) (2.10) -- --
Net asset value, end of
period $18.71 $20.07 $19.21 $18.36 $18.37 $14.71
Total Return 18.54% 21.53% 13.50% 12.01% 24.88% (12.28)%
Ratios/Supplemental Data:
Net assets, end of period
(thousands) $248,730 $210,404 $167,728 $182,275 $168,192 $228,893
Ratio of net operating
expenses to average net
assets 1.50% 1.60% 1.64%* 1.56% 1.60% 1.54%*
Ratio of net investment
income/(loss) to average
net assets (0.68)% (0.83)% (0.99)%* (0.96)% (1.27)% (0.61)%*
Portfolio turnover rate 462% 270% 147% 280% 274% 43%
Average commission rate
paid(1) $0.0567 $0.0587 -- -- -- --
- ---------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) A FUND IS REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH A COMMISSION IS CHARGED. THIS AMOUNT MAY VARY FROM
FUND TO FUND AND PERIOD TO PERIOD DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER. THIS RATE GENERALLY DOES NOT REFLECT MARKUPS, MARKDOWNS OR SPREADS
ON SHARES TRADED ON A PRINCIPAL BASIS, IF ANY.

6
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FINANCIAL HIGHLIGHTS (continued)

THE EMERGING GROWTH FUND (continued)

<TABLE>
<CAPTION>
The Emerging Growth Fund
- ---------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1992 1991 1990 1989
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Net asset value, beginning of period $17.50 $11.67 $11.46 $9.09
Income From Investment Operations:
Net investment income/(loss) (0.15) (0.09) -- (0.09)
Net realized and unrealized
appreciation/(depreciation) on investments (0.31) 6.82 1.07 4.06
- ---------------------------------------------------------------------------------------------------
Total from investment operations (0.46) 6.73 1.07 3.97
Distributions:
Dividends from net investment income -- -- -- --
Distribution from net realized capital gain (0.27) (0.90) (0.86) (1.60)
- ---------------------------------------------------------------------------------------------------
Total Distributions (0.27) (0.90) (0.86) (1.60)
Net asset value, end of period $16.77 $17.50 $11.67 $11.46
Total Return (2.55)% 58.70% 9.57% 44.45%
Ratios/Supplemental Data:
Net assets, end of period (thousands) $277,531 $141,929 $22,931 $12,830
Ratio of net operating expenses to average net assets 1.49% 1.59% 1.88% 2.15%
Ratio of net investment income/(loss) to average net
assets (0.92)% (0.68)% (0.02)% (0.75)%
Portfolio turnover rate 124% 147% 272% 236%
Average commission rate paid(1) -- -- -- --
- ---------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

7
<PAGE>
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FINANCIAL HIGHLIGHTS (continued)

THE GLOBAL NATURAL RESOURCES FUND

<TABLE>
<CAPTION>
The Global Natural
Resources Fund
- -----------------------------------------------------------------------------------------------------
PERIOD
YEAR YEAR 11/15/95
ENDED ENDED THROUGH
12/31/97 12/31/96 12/31/95
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Net asset value, beginning of period $14.29 $10.12 $10.00
Income From Investment Operations:
Net investment income/(loss) (0.05) (0.06) 0.02
Net realized gain/(loss) and unrealized
appreciation/(depreciation) on investments (2.39) 4.24 0.10
- -----------------------------------------------------------------------------------------------------
Total from investment operations (2.44) 4.18 0.12
Distributions:
Dividends from net investment income -- (0.01) --
Distribution from net realized capital gain (0.18) -- --
- -----------------------------------------------------------------------------------------------------
Total from investment operations (0.18) (0.01) --
Net asset value, end of period $11.67 $14.29 $10.12
Total Return (17.14)% 41.21% 1.20%
Ratios/Supplemental Data:
Net assets, end of period (thousands) $78,371 $120,521 $792
Ratio of net operating expenses to average net assets 1.81%(1) 1.94%(1) 2.60%(1)*
Ratio of net investment income/(loss) to average net assets (0.38)%(1) (0.45)%(1) 1.84%(1)*
Portfolio turnover rate 97% 82% 0%
Average commission rate paid(2) $0.0160 $0.0148 --
- -----------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) IF THE GLOBAL NATURAL RESOURCES FUND HAD PAID ALL OF ITS EXPENSES AND HAD
RECEIVED NO REIMBURSEMENT FROM THE ADVISER, THE RATIO OF EXPENSES TO AVERAGE
NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 1997, FOR THE YEAR ENDED DECEMBER
31, 1996, AND THE PERIOD FROM NOVEMBER 15, 1995 (COMMENCEMENT OF
OPERATIONS), THROUGH DECEMBER 31, 1995, WOULD HAVE BEEN 1.82%, 2.16% AND
14.25%, RESPECTIVELY, AND THE RATIO OF NET INVESTMENT LOSS TO AVERAGE NET
ASSETS WOULD HAVE BEEN (0.38)%, (0.67)% AND (9.81)%, RESPECTIVELY.

(2) A FUND IS REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE FOR SECURITY
TRADES ON WHICH A COMMISSION IS CHARGED. THIS AMOUNT MAY VARY FROM FUND TO
FUND AND PERIOD TO PERIOD DEPENDING ON THE MIX OF TRADES EXECUTED IN VARIOUS
MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY DIFFER.
THIS RATE GENERALLY DOES NOT REFLECT MARKUPS, MARKDOWNS OR SPREADS ON SHARES
TRADED ON A PRINCIPAL BASIS, IF ANY.

8
<PAGE>
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- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

THE GLOBAL VALUE FUND AND THE GROWTH & INCOME FUND

<TABLE>
<CAPTION>
The Global
Value Fund The Growth & Income Fund
- --------------------------------------------------------------------------------------------------
PERIOD PERIOD
4/1/97 YEAR YEAR 7/12/95
THROUGH ENDED ENDED THROUGH
12/31/97 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Net asset value, beginning of period $10.00 $13.62 $11.24 $10.00
Income From Investment Operations:
Net investment income/(loss) 0.28 0.07 0.02 --
Net realized gain/(loss) and unrealized
appreciation/ (depreciation) on investments 1.69 2.90 2.70 1.24
- --------------------------------------------------------------------------------------------------
Total from investment operations 1.97 2.97 2.72 1.24
Distributions:
Dividends from net investment income (0.22) (.04) (0.02) --
Distribution from net realized capital gain (0.60) (3.03) (0.32) --
- --------------------------------------------------------------------------------------------------
Total from investment operations (0.82) (3.07) (0.34) --
Net asset value, end of period $11.15 $13.52 $13.62 $11.24
Total Return 19.97% 22.40% 24.16% 12.40%
Ratios/Supplemental Data:
Net assets, end of period (thousands) $21,019 $298,669 $309,775 $136,902
Ratio of net operating expenses to average net
assets 1.95%(1) 1.30%(1) 1.71%(1) 1.94%*
Ratio of net investment income/(loss) to average
net assets 3.50%(2) 0.45%(1) 0.18%(1) (0.01)%*
Portfolio turnover rate 234% 236% 212% 97%
Average commission rate paid(2) $0.0265 $0.0530 $0.0567 --
- --------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) IF THE GLOBAL VALUE FUND HAD PAID ALL OF ITS EXPENSES AND HAD RECEIVED NO
REIMBURSEMENT FROM THE ADVISER, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS
WOULD HAVE BEEN 3.21%, AND THE RATIO OF NET INVESTMENT INCOME TO AVERAGE NET
ASSETS WOULD HAVE BEEN 2.24%. IF THE GROWTH & INCOME FUND HAD PAID ALL OF
ITS EXPENSES AND HAD RECEIVED NO WAIVER FROM THE ADVISER, THE RATIO OF
EXPENSES TO AVERAGE NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 1997, AND FOR
THE YEAR ENDED DECEMBER 31, 1996, WOULD HAVE BEEN 1.72% AND 1.76%,
RESPECTIVELY, AND THE RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS
WOULD HAVE BEEN 0.03% AND 0.13%, RESPECTIVELY.

9
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

THE INFORMATION AGE FUND-TM-, THE MICROCAP GROWTH FUND, AND THE PARTNERS FUND

<TABLE>
<CAPTION>
The Information The MicroCap
Age Fund-TM- Growth Fund The Partners Fund
- ----------------------------------------------------------------------------------------------------------------------------
PERIOD PERIOD PERIOD
YEAR YEAR 11/15/95 YEAR 8/15/96 YEAR YEAR 7/12/95
ENDED ENDED THROUGH ENDED THROUGH ENDED ENDED THROUGH
12/31/97 12/31/96 12/31/95 12/31/97 12/31/96 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $11.51 $9.30 $10.00 $11.00 $10.00 $14.60 $10.39 $10.00
Income From Investment Operations:
Net investment income/(loss) (0.22) (0.20) (0.01) (0.19) (0.08) 0.13 0.13 0.06
Net realized gain/(loss) and
unrealized
appreciation/(depreciation) on
investments 0.95 2.68 (0.69) 3.54 1.08 2.52 4.36 0.33
- ----------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.73 2.48 (0.70) 3.35 1.00 2.65 4.49 0.39
Distributions:
Dividends from net investment
income -- -- -- -- -- (0.12) (0.06) --
Distribution from net realized
capital gain (0.44) (0.27) -- -- -- (0.64) (0.22) --
- ----------------------------------------------------------------------------------------------------------------------------
Total from investment operations (0.44) (0.27) -- -- -- (0.76) (0.28) --
Net asset value, end of period $11.80 $11.51 $9.30 $14.35 $11.00 $16.49 $14.60 $10.39
Total Return 6.15% 26.72% (7.00)% 30.45% 10.00% 18.08% 43.15% 3.90%
Ratios/Supplemental Data:
Net assets, end of period
(thousands) $118,832 $106,264 $32,826 $104,858 $9,464 $194,133 $127,268 $7,480
Ratio of net operating expenses to
average net assets 1.82% 2.03% 2.13%* 1.95%(1) 3.08%(1)* 1.78% 1.93%(1) 2.41%(1)*
Ratio of net investment
income/(loss) to average net assets (1.71)% (1.85)% (0.89)%* (1.35)%(1) (2.13)%(1)* 0.82% 0.95%(1) 1.34%(1)*
Portfolio turnover rate 369% 452% 89% 170% 22% 78% 101% 71%
Average commission rate paid(2) $0.0602 $0.0582 -- $0.0601 $0.06 $0.0274 $0.0216 --
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) IF THE MICROCAP GROWTH FUND HAD PAID ALL OF ITS EXPENSES AND HAD RECEIVED NO
REIMBURSEMENT FROM THE ADVISERS, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS
FOR THE YEAR ENDED DECEMBER 31 1997, AND FOR THE PERIOD ENDED DECEMBER 31,
1996, WOULD HAVE BEEN 2.60% AND 6.40%, RESPECTIVELY, AND THE RATIO OF NET
INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD HAVE BEEN (2.00)% AND (5.45)%,
RESPECTIVELY. IF THE PARTNERS FUND HAD PAID ALL OF ITS EXPENSES AND THERE
HAD BEEN NO REIMBURSEMENT BY THE ADVISER, THE RATIO OF EXPENSES TO AVERAGE
NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 1996, AND FOR THE PERIOD ENDED
DECEMBER 31, 1995, WOULD HAVE BEEN 2.15% AND 5.12%, RESPECTIVELY, AND THE
RATIO OF NET INVESTMENT INCOME/(LOSS) TO AVERAGE NET ASSETS WOULD HAVE BEEN
0.73% AND (1.37)%, RESPECTIVELY.

10
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

THE VALUE + GROWTH FUND

<TABLE>
<CAPTION>
The Value + Growth Fund
- ---------------------------------------------------------------------------------------------------------
NINE PERIOD
YEAR YEAR MONTHS YEAR YEAR 4/21/92
ENDED ENDED ENDED ENDED ENDED THROUGH
12/31/97 12/31/96 12/31/95 12/31/95 3/31/94 3/31/93
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Net asset value, beginning of
period $24.16 $22.66 $18.25 $13.56 $11.94 $10.00
Income From Investment
Operations:
Net investment income/(loss) (0.26) (0.24) (0.16) (0.18) (0.04) 0.12
Net realized gain/(loss) and
unrealized appreciation/
(depreciation) on
investments 3.71 3.47 4.57 5.07 1.99 1.88
- ---------------------------------------------------------------------------------------------------------
Total from investment
operations 3.45 3.23 4.41 4.89 1.95 2.00
Distributions:
Dividends from net investment
income -- -- -- -- (0.03) (0.06)
Distribution from net
realized capital gain (4.43) (1.73) -- (0.20) (0.30) --
- ---------------------------------------------------------------------------------------------------------
Total from investment
operations (4.43) (1.73) -- (0.20) (0.33) (0.06)
Net asset value, end of period $23.18 $24.16 $22.66 $18.25 $13.56 $11.94
Total Return 13.81% 14.12% 24.16% 36.27% 16.32% 20.05%
Ratios/Supplemental Data:
Net assets, end of period
(thousands) $752,994 $643,157 $1,140,151 $428,903 $44,500 $17,833
Ratio of net operating expenses
to average net assets 1.44% 1.51% 1.45%* 1.68% 1.55%(1) 1.33%(1)*
Ratio of net investment
income/(loss) to average net
assets (0.96)% (1.06)% (1.04)%* (1.09)% (0.51)%(1) 1.26%(1)*
Portfolio turnover rate 228% 221% 104% 232% 250% 210%
Average commission rate paid(2) $0.0573 $0.0574 -- -- -- --
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) IF THE VALUE + GROWTH FUND HAD PAID ALL OF ITS EXPENSES AND HAD RECEIVED NO
REIMBURSEMENT FROM THE ADVISER, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS
FOR THE PERIOD ENDED MARCH 31, 1994, AND MARCH 31, 1993, WOULD HAVE BEEN
2.35% AND 2.71%, RESPECTIVELY, AND THE RATIO OF NET INVESTMENT LOSS TO
AVERAGE NET ASSETS WOULD HAVE BEEN (1.31)% AND (0.12)%, RESPECTIVELY.

11
<PAGE>
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- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES

The Robertson Stephens Mutual Funds are designed to make available to mutual
fund investors the expertise of the investment professionals at Robertson,
Stephens & Company Investment Management, L.P. and RS Investment Management,
Inc. (Robertson, Stephens & Company Investment Management, L.P. and RS
Investment Management, Inc. are referred to collectively in this Prospectus as
"Robertson Stephens Investment Management").

THE FUNDS' INVESTMENT STRATEGIES AND PORTFOLIO INVESTMENTS WILL DIFFER FROM
THOSE OF MOST OTHER MUTUAL FUNDS. ROBERTSON STEPHENS INVESTMENT MANAGEMENT SEEKS
AGGRESSIVELY TO IDENTIFY FAVORABLE SECURITIES, ECONOMIC AND MARKET SECTORS, AND
INVESTMENT OPPORTUNITIES THAT OTHER INVESTORS AND INVESTMENT ADVISERS MAY NOT
HAVE IDENTIFIED. ROBERTSON STEPHENS INVESTMENT MANAGEMENT MAY DEVOTE MORE OF A
FUND'S ASSETS TO PURSUING AN INVESTMENT OPPORTUNITY THAN MANY OTHER MUTUAL FUNDS
MIGHT; IT MAY BUY OR SELL AN INVESTMENT AT TIMES DIFFERENT FROM WHEN MOST OTHER
MUTUAL FUNDS MIGHT DO SO; AND IT MAY SELECT INVESTMENTS FOR THE FUND THAT WOULD
BE INAPPROPRIATE FOR LESS AGGRESSIVE MUTUAL FUNDS. IN ADDITION, UNLIKE MOST
OTHER MUTUAL FUNDS, MANY OF THE FUNDS MAY ENGAGE IN SHORT SALES OF SECURITIES
WHICH INVOLVE SPECIAL RISKS. SEE "OTHER INVESTMENT PRACTICES AND RISK
CONSIDERATIONS," BELOW.

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

The investment policies of each Fund may, unless otherwise specifically
stated, be changed by the Trustees of the Trust without shareholder approval, as
may each Fund's investment objective. All percentage limitations on investments
will apply at the time of investment and will not be considered violated unless
an excess or deficiency occurs or exists immediately after and as a result of
the investment. There can, of course, be no assurance that a Fund will achieve
its investment objective.

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

THE CONTRARIAN FUND-TM-
- -------------------------------------

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

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

THE DEVELOPING COUNTRIES FUND
- -------------------------------------

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

Developing country equity securities are securities which are principally
traded in the capital markets of a developing country; securities of

12
<PAGE>
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- --------------------------------------------------------------------------------
companies that derive at least 50% of their total revenues from either goods
produced or services performed in developing countries or from sales made in
developing countries, regardless of where the securities of such companies are
principally traded; securities of companies organized under the laws of, and
with a principal office in, a developing country; securities of investment
companies (such as country funds) that principally invest in developing country
securities; and American Depository Receipts (ADRs) and Global Depository
Receipts (GDRs) with respect to the securities of such companies. Developing
countries are countries that in the opinion of Robertson Stephens Investment
Management are generally considered to be developing countries by the
international financial community. Examples of countries that might constitute
developing countries include: Argentina, Brazil, China, the Czech Republic,
Egypt, Indonesia, Israel, Korea, Malaysia, Mexico, Philippines, Romania, Russia,
South Africa, Taiwan, Thailand, and Turkey. See "Other Investment Practices and
Risk Considerations--Foreign Securities" for a description of certain
characteristics of developing countries and related risks. The Fund will
normally invest at least 65% of its assets in developing country equity
securities. The Fund may also borrow money to purchase additional portfolio
securities. The Fund is a non-diversified mutual fund.

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

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

THE DIVERSIFIED GROWTH FUND
- -------------------------------------

The Diversified Growth Fund's investment objective is to seek long-term
capital growth. In selecting investments for the Fund, Robertson Stephens
Investment Management focuses on small- and mid-cap companies, to create a
portfolio of investments broadly diversified over industry sectors and
companies.

The Fund will invest principally in common and preferred stocks and
warrants. Although the Fund intends to focus on companies with market
capitalizations of up to $3 billion, the Fund will remain flexible and may
invest in securities of larger companies. The Fund may also purchase debt
securities Robertson Stephens Investment Management believes are consistent with
the Fund's investment objective, and may engage in short sales of securities it
expects to decline in price.

Small- and mid-cap companies may present greater opportunities for
investment return than do larger companies, but also involve greater risks. They
may have limited product lines, markets, or financial resources, or may depend
on a limited management group. Their securities may trade less frequently and in
limited volume. As a result, the prices of these securities may fluctuate more
than prices of securities of larger, widely traded companies. See "Investments
in Smaller Companies," below.

THE EMERGING GROWTH FUND
- -------------------------------------

The Emerging Growth Fund's investment objective is capital appreciation. The
Fund invests in an actively managed diversified portfolio

13
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
of equity securities (principally common stocks) of emerging growth companies.
Emerging growth companies are companies that, in the opinion of Robertson
Stephens Investment Management, have the potential, based on superior products
or services, operating characteristics, and financing capabilities, for more
rapid growth than the overall economy. The Fund will normally invest at least
65% of its assets in companies Robertson Stephens Investment Management
determines to be emerging growth companies.

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

Smaller companies may present greater opportunities for investment return
than do larger companies, but may also involve greater risks. They may have
limited product lines, markets, or financial resources, or may depend on a
limited management group. Their securities may trade less frequently and in
limited volume. As a result, the prices of these securities may fluctuate more
than prices of securities of larger, widely traded companies. See "Investments
in Smaller Companies," below.

THE GLOBAL NATURAL
RESOURCES FUND
- -------------------------------------

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

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

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

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

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

14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

The Fund will normally concentrate its investments in securities of issuers
in the natural resources industries.

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

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

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

THE GLOBAL VALUE FUND
- -------------------------------------

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

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

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

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

The Fund may invest in securities of companies located anywhere in the
world, if Robertson Stephens Investment Management believes they are consistent
with the Fund's investment objective. Under normal circumstances, the Fund's
assets will be invested in securities of issuers

15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
located in at least three countries, one of which may be the United States. The
Fund will consider an issuer of securities to be located in a country if it is
organized under the laws of that country and has a principal office in that
country, if it derives 50% or more of its total revenues from business in that
country or if its equity securities are traded principally on a securities
exchange in that country. The Fund is a non-diversified mutual fund.

THE GROWTH & INCOME FUND
- -------------------------------------

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

The Fund will normally invest the majority of its assets in common and
preferred stocks, convertible securities, bonds, and notes. Although the Fund
intends to focus on companies with market capitalizations of up to $3 billion,
the Fund will remain flexible and may invest in securities of larger companies.
The Fund may also engage in short sales of securities it expects to decline in
price.

Small- and mid-cap companies may present greater opportunities for
investment return than do larger companies, but may also involve greater risks.
They may have limited product lines, markets, or financial resources, or may
depend on a limited management group. Their securities may trade less frequently
and in limited volume. As a result, the prices of these securities may fluctuate
more than prices of securities of larger, widely traded companies. See
"Investments in smaller companies," below.

THE INFORMATION AGE FUND-TM-
- -------------------------------------

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

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

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

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

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

16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
result of particular products, technology, patents, or other market advantages
in those industries. The Fund will normally invest at least 65% of its assets in
securities of companies in the information technology industries.

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

THE MICROCAP GROWTH
- -------------------------------------

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

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

Micro-cap and other small companies may offer greater opportunities for
capital appreciation than other companies but may also involve greater risks.
They may have limited product lines, markets, or financial resources, or may
depend on a limited management group. Their securities may trade less frequently
and in limited volume. As a result, the prices of these securities may fluctuate
more sharply than those of other securities, and the Fund may experience
difficulty in establishing or closing out positions in these securities at
prevailing market prices. See "Investments in smaller companies," below.

THE PARTNERS FUND
- -------------------------------------

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

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

17
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

Small companies may present greater opportunities for investment return than
do larger companies, but may also involve greater risks. They may have limited
product lines, markets, or financial resources, or may depend on a limited
management group. Their securities may trade less frequently and in limited
volume. As a result, the prices of these securities may fluctuate more than
prices of securities of larger, widely traded companies. See "Investments in
smaller companies," below.

THE VALUE + GROWTH FUND
- -------------------------------------

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

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

OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS
- -------------------------------------

The Funds may also engage in the following investment practices, each of
which involves certain special risks. The Statement of Additional Information
contains more detailed information about these practices (some of which,
including, for example, options and futures contracts, and certain debt
securities, may be considered "derivative" investments), including limitations
designed to reduce these risks.

INVESTMENTS IN SMALLER COMPANIES. Each of the Funds may invest a
substantial portion of its assets in securities issued by small companies. Such
companies may offer greater opportunities for capital appreciation than larger
companies, but investments in such companies may involve certain special risks.
Such companies may have limited product lines, markets, or financial resources
and may be dependent on a limited management group. While the markets in
securities of such companies have grown rapidly in recent years, such securities
may trade less frequently and in smaller volume than more widely held
securities. The values of these securities may fluctuate more sharply than those
of other securities, and a Fund may experience some difficulty in establishing
or closing out positions in these securities at prevailing market prices. There
may be less publicly available information about the issuers of these securities
or

18
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
less market interest in such securities than in the case of larger companies,
and it may take a longer period of time for the prices of such securities to
reflect the full value of their issuers' underlying earnings potential or
assets.

Some securities of smaller issuers may be restricted as to resale or may
otherwise be highly illiquid. The ability of a Fund to dispose of such
securities may be greatly limited, and a Fund may have to continue to hold such
securities during periods when Robertson Stephens Investment Management would
otherwise have sold the security. It is possible that Robertson Stephens
Investment Management or its affiliates or clients may hold securities issued by
the same issuers, and may in some cases have acquired the securities at
different times, on more favorable terms, or at more favorable prices, than a
Fund.

SHORT SALES (ALL FUNDS EXCEPT THE EMERGING GROWTH, GLOBAL VALUE, AND
PARTNERS FUNDS). When Robertson Stephens Investment Management anticipates that
the price of a security will decline, it may sell the security short and borrow
the same security from a broker or other institution to complete the sale. A
Fund may make a profit or incur a loss depending upon whether the market price
of the security decreases or increases between the date of the short sale and
the date on which the Fund must replace the borrowed security. An increase in
the value of a security sold short by a Fund over the price at which it was sold
short will result in a loss to the Fund, and there can be no assurance that a
Fund will be able to close out the position at any particular time or at an
acceptable price.

The Contrarian Fund-TM- may enter into short sales on securities with a
value of up to 40% of the Fund's total assets. Use of short sales by The
Contrarian Fund-TM- or The Developing Countries Fund may have the effect of
providing the Fund with investment leverage. For a description of the effects
and the risks of investment leverage, see "Borrowing and Leverage" in this
Prospectus. Each of the Funds other than The Contrarian Fund-TM- may enter into
short sales on securities with a value of up to 25% of the Fund's total assets.

FOREIGN SECURITIES. The Funds may invest in securities principally traded
in foreign markets. Because foreign securities are normally denominated and
traded in foreign currencies, the value of a Fund's assets may be affected
favorably or unfavorably by currency exchange rates, exchange control
regulations, foreign withholding taxes, and restrictions or prohibitions on the
repatriation of foreign currencies. There may be less information publicly
available about a foreign company than about a U.S. company, and foreign
companies are not generally subject to accounting, auditing, and financial
reporting standards and practices comparable to those in the United States. The
securities of some foreign companies are less liquid and at times more volatile
than securities of comparable U.S. companies. Foreign brokerage commissions and
other fees are also generally higher than in the United States. Foreign
settlement procedures and trade regulations may involve certain risks (such as
delay in payment or delivery of securities or in the recovery of a Fund's assets
held abroad) and expenses not present in the settlement of domestic investments.

In addition, there may be a possibility of nationalization or expropriation
of assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability, and diplomatic developments that could
affect the value of a Fund's investments in certain foreign countries. Legal
remedies available to investors in certain foreign countries may be more limited
than those available with respect to investments in the United States or in
other foreign countries. In the case of securities issued by a foreign
governmental entity, the issuer may in certain circumstances be unable or
unwilling to meet its obligations on the securities in accordance with their
terms, and a Fund may have limited recourse available to it in the event of
default. The laws of some foreign countries may limit a Fund's ability to invest
in securities of certain issuers located in those foreign countries. Special tax
considerations apply to foreign securities. A Fund may buy or sell foreign
currencies and options and futures contracts on foreign currencies for hedging
purposes in connection with its foreign investments. Except as otherwise
provided

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in this Prospectus, there is no limit on the amount of a Fund's assets that may
be invested in foreign securities.

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

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

The CONTRARIAN FUND-TM-, the DIVERSIFIED GROWTH FUND, and the GROWTH &
INCOME FUND may invest in lower-quality, high-yielding debt securities.
Lower-rated debt securities (commonly called "junk bonds") are considered to be
of poor standing and predominantly speculative. Securities in the lowest rating
categories may have extremely poor prospects of attaining any real investment
standing, and some of those securities in which a Fund may invest may be in
default. The rating services' descriptions of securities in the lower rating
categories, including their speculative characteristics, are set forth in the
Statement of Additional Information.

Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. In addition, the
lower ratings of such securities reflect a greater possibility that adverse
changes in the financial condition of the issuer, or in general economic
conditions, or both, or an unanticipated rise in interest rates, may impair the
ability of the issuer to make payments of interest and principal. Changes by
recognized rating services in their ratings of any fixed-income security and in
the ability or perceived inability of an issuer to make payments of interest and
principal may also affect the value of these investments. See the Statement of
Additional Information.

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

Any of the Funds may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero-coupon bonds are issued at a significant discount
from face value and pay interest only at maturity rather than at intervals
during the life of the security. Payment-in-kind bonds allow the issuer, at its
option, to make current interest payments on the bonds either in cash or

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in additional bonds. The values of zero-coupon bonds and payment-in-kind bonds
are subject to greater fluctuation in response to changes in market interest
rates than bonds which pay interest currently, and may involve greater credit
risk than such bonds.

A Fund will not necessarily dispose of a security when its debt rating is
reduced below its rating at the time of purchase, although Robertson Stephens
Investment Management will monitor the investment to determine whether continued
investment in the security will assist in meeting the Fund's investment
objective. If a security's rating is reduced below investment grade, an
investment in that security may entail the risks of lower-rated securities
described below.

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

OPTIONS AND FUTURES. A Fund may buy and sell call and put options to hedge
against changes in net asset value or to attempt to realize a greater current
return. In addition, through the purchase and sale of futures contracts and
related options, a Fund may at times seek to hedge against fluctuations in net
asset value and to attempt to increase its investment return.

A Fund's ability to engage in options and futures strategies will depend on
the availability of liquid markets in such instruments. It is impossible to
predict the amount of trading interest that may exist in various types of
options or futures contracts. Therefore, there is no assurance that a Fund will
be able to utilize these instruments effectively for the purposes stated above.
Options and futures transactions involve certain risks which are described below
and in the Statement of Additional Information.

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

INDEX FUTURES AND OPTIONS. A Fund may buy and sell index futures contracts
("index futures") and options on index futures and on indices (or may purchase
investments whose values are based on the value from time to time of one or more
securities indices) for hedging purposes. An index future is a contract to buy
or sell units of a particular bond or stock index at an agreed price on a
specified future date. Depending on the change in value of the index between the
time when the Fund enters into and terminates an index futures or option
transaction, the Fund realizes a gain or loss. A Fund may also buy and sell
index futures and options to increase its investment return.

LEAPS AND BOUNDS. The VALUE + GROWTH FUND may purchase long-term
exchange-traded equity options called Long-Term Equity Anticipation Securities
("LEAPs") and Buy-Write Options Unitary Derivatives ("BOUNDs"). LEAPs provide a
holder the opportunity to participate in the underlying securities' appreciation
in excess of a fixed dollar amount, and BOUNDs provide a

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holder the opportunity to retain dividends on the underlying securities while
potentially participating in the underlying securities' capital appreciation up
to a fixed dollar amount. The VALUE + GROWTH FUND will not purchase these
options with respect to more than 25% of the value of its net assets. For more
information, see the Statement of Additional Information.

RISKS RELATED TO OPTIONS AND FUTURES STRATEGIES. Options and futures
transactions involve costs and may result in losses. Certain risks arise because
of the possibility of imperfect correlations between movements in the prices of
futures and options and movements in the prices of the underlying security or
index of the securities held by a Fund that are the subject of a hedge. The
successful use by a Fund of the strategies described above further depends on
the ability of Robertson Stephens Investment Management to forecast market
movements correctly. Other risks arise from a Fund's potential inability to
close out futures or options positions. Although a Fund will enter into an
options or futures transactions only if Robertson Stephens Investment Management
believes that a liquid secondary market exists for such option or futures
contract, there can be no assurance that a Fund will be able to effect closing
transactions at any particular time or at an acceptable price.

Each Fund expects that its options and futures transactions generally will
be conducted on recognized exchanges. A Fund may in certain instances purchase
and sell options in the over-the-counter markets. A Fund's ability to terminate
options in the over-the-counter markets may be more limited than for
exchange-traded options, and such transactions also involve the risk that
securities dealers participating in such transactions would be unable to meet
their obligations to the Fund. A Fund will, however, engage in over-the-counter
transactions only when appropriate exchange-traded transactions are unavailable
and when, in the opinion of Robertson Stephens Investment Management, the
pricing mechanism and liquidity of the over-the-counter markets are satisfactory
and the participants are responsible parties likely to meet their obligations.

A Fund will not purchase futures or options on futures or sell futures if,
as a result, the sum of the initial margin deposits on the Fund's existing
futures positions and premiums paid for outstanding options on futures contracts
would exceed 5% of the Fund's net assets. (For options that are "in-the-money"
at the time of purchase, the amount by which the option is "in-the-money" is
excluded from this calculation.)

NON-DIVERSIFICATION AND SECTOR CONCENTRATION. The CONTRARIAN FUND-TM-, the
DEVELOPING COUNTRIES FUND, the GLOBAL VALUE FUND, and the PARTNERS FUND are
"non-diversified" investment companies, and may invest their assets in a more
limited number of issuers than may other investment companies. Under the
Internal Revenue Code, an investment company, including a non-diversified
investment company, generally may not invest more than 25% of its assets in
obligations of any one issuer other than U.S. Government obligations and, with
respect to 50% of its total assets, a Fund may not invest more than 5% of its
total assets in the securities of any one issuer (except U.S. Government
securities). Thus, each of those Funds may invest up to 25% of its total assets
in the securities of each of any two issuers. This practice involves an
increased risk of loss to a Fund if the market value of a security should
decline or its issuer were otherwise not to meet its obligations. At times a
Fund may invest more than 25% of its assets in securities of issuers in one or
more market sectors such as, for example, the technology sector. A market sector
may be made up of companies in a number of related industries. A Fund would only
concentrate its investments in a particular market sector if Robertson Stephens
Investment Management were to believe the investment return available from
concentration in that sector justifies any additional risk associated with
concentration in that sector. When a Fund concentrates its investments in a
market sector, financial, economic, business, and other developments affecting
issuers in that sector will have a greater effect on the Fund than if it had not
concentrated its assets in that sector.

Currently, the CONTRARIAN FUND-TM- has invested a significant portion of its
assets in companies within a number of industries involving base metals,
precious metals, and oil/energy. In addition,

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a number of the Funds have invested, and may continue to invest, a significant
portion of their assets in companies within the technology and
telecommunications sectors. Accordingly, the performance of these Funds may be
subject to a greater risk of market fluctuation than that of a fund invested in
a wider spectrum of market or industrial sectors.

SECURITIES LOANS AND REPURCHASE AGREEMENTS. Each of the Funds may lend
portfolio securities to broker-dealers and may enter into repurchase agreements.
These transactions must be fully collateralized at all times, but involve some
risk to a Fund if the other party should default on its obligations and the Fund
is delayed or prevented from recovering the collateral.

DEFENSIVE STRATEGIES. At times, Robertson Stephens Investment Management
may judge that market conditions make pursuing a Fund's basic investment
strategy inconsistent with the best interests of its shareholders. At such
times, Robertson Stephens Investment Management may temporarily use alternative
strategies, primarily designed to reduce fluctuations in the values of the
Fund's assets. In implementing these "defensive" strategies, a Fund may invest
in U.S. Government securities, other high-quality debt instruments, and other
securities Robertson Stephens Investment Management believes to be consistent
with the Fund's best interests.

PORTFOLIO TURNOVER. The length of time a Fund has held a particular
security is not generally a consideration in investment decisions. The
investment policies of a Fund may lead to frequent changes in the Fund's
investments, particularly in periods of volatile market movements. A change in
the securities held by a Fund is known as "portfolio turnover." Portfolio
turnover generally involves some expense to a Fund, including brokerage
commissions or dealer mark-ups and other transaction costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. The Portfolio turnover rates for the Funds
are set forth under "Financial Highlights," above.

MANAGEMENT OF THE FUNDS

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

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

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

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Robertson Stephens Investment Management places all orders for purchases and
sales of the Funds' investments. In selecting broker-dealers, Robertson Stephens
Investment Management may consider research and brokerage services furnished to
it and its affiliates. BancAmerica Robertson Stephens may receive brokerage
commissions from the Funds in accordance with procedures adopted by the Trustees
under the Investment Company Act of 1940 which require periodic review of these
transactions. Subject to seeking the most favorable price and execution
available, Robertson Stephens Investment Management may consider sales of shares
of the Funds as a factor in the selection of broker-dealers.

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

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

PORTFOLIO MANAGERS

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

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

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

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

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

Rainerio Reyes joined Robertson Stephens Investment Management in February
1994 and serves as a co-portfolio manager of the MicroCap Growth Fund. Prior to
joining Robertson Stephens, he was a manager in Ernst & Young's management
consulting division and served clients in the retail, hotel, financial services,
real estate, and business services industries. During the Aquino Administration,
Mr. Reyes served as Executive Assistant to the Secretary of Transportation and
Communications, Republic of the Philippines. While with the Hilton Hotels
Corporation, Mr. Reyes held various management positions with the food and
beverage and rooms divisions. Mr. Reyes holds a B.S. in hotel and restaurant
administration from Cornell University and an M.B.A. with a major in finance
from the Wharton School of the University of Pennsylvania.

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

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

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

The Developing Countries Fund is managed by a team of investment
professionals at Robertson Stephens Investment Management.

HOW TO PURCHASE SHARES
(CLASS A SHARES ONLY)

Currently, your minimum initial investment is $5,000 ($1,000 for IRA and for
gift/transfer-to-minor accounts), and your subsequent investments must be at
least $100 ($1 for IRA). You may obtain an Application by calling the Funds at
1-800-766-FUND, or by writing to Robertson Stephens Funds, an affiliate of
Robertson Stephens Investment Management, at 555 California Street, Suite 2600,
San Francisco, CA 94104. For more information on Robertson Stephens IRAs, please
call to request an IRA Disclosure Statement.

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INITIAL INVESTMENTS
- -------------------------------------

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

BY MAIL: Send a completed Application, together with a check made payable
to the Fund in which you intend to invest (or, if you are investing in more than
one Fund, make your check payable to Robertson Stephens Funds), to the Funds'
Transfer Agent: State Street Bank and Trust Company, c/o National Financial Data
Services, P.O. Box 419717, Kansas City, MO 64141-6717.

BY OVERNIGHT MAIL: Send the information described above to: 330 West 9th
Street, First Floor, Kansas City, MO 64105.

BY WIRE:

(1) Telephone National Financial Data Services at 1-800-624-8025. Indicate the
name(s) to be used on the account registration, the mailing address, your
social security or tax ID number, the amount being wired, the name of your
wiring bank, and the name and telephone number of a contact person at the
wiring bank.

(2) Then instruct your bank to wire the specified amount, along with your
account name and number to:

State Street Bank and Trust Company
ABA# 011 000028
Attn.: Custody
DDA# 99047177
225 Franklin Street
Boston, MA 02110
Credit: [Name of Fund]
For further credit:
____________________________________________________________________________
(Shareholder's name)
____________________________________________________________________________
(Shareholder's account #)

(3) At the same time, you MUST mail a completed and signed Application to: State
Street Bank and Trust Company, c/o National Financial Data Services, P.O.
Box 419717, Kansas City, MO 64141-6717. Please include your account number
on the Application. Failure to supply a signed Application may result in
backup withholding.

You also may purchase and sell shares through certain securities brokers.
Such brokers may charge you a transaction fee for this service; account options
available to clients of securities brokers, including arrangements regarding the
purchase and sale of Fund shares, may differ from those available to persons
investing directly in the Funds. The Funds, Robertson Stephens Investment
Management, BancAmerica Robertson Stephens, or Edgewood Services, Inc.
("Edgewood"), the Funds' distributor, may, in their discretion pay such brokers
for shareholder, subaccounting, and other services.

SUBSEQUENT INVESTMENTS
- -------------------------------------

After your account is open, you may invest by mail, telephone, or wire at
any time. Please include your name and account number on all checks and wires.
Please use separate checks or wires for investments to separate accounts.

AUTOBUY: The Autobuy option allows shareholders to purchase shares by
moving money directly from their checking account to a Robertson Stephens fund.
If you have established the Autobuy option, you may purchase additional shares
in an existing account by calling the Transfer Agent at 1-800-624-8025 and
instructing the Transfer Agent as to the dollar amount you wish to invest. The
investment will automatically be processed through the Automatic Clearing House
(ACH) system. There is no fee for this option. If you did not establish this
option at the time you opened your account, send a letter of instruction, along
with a voided check, to the Transfer Agent.

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OTHER INFORMATION ABOUT
PURCHASING SHARES
- -------------------------------------

All purchases of the Funds' shares are subject to acceptance by a Fund and
are not binding until accepted and shares are issued. Your signed and completed
Application (for initial investments) or account statement stub (for subsequent
investments) and full payment, in the form of either a wire transfer or a check,
must be received and accepted by a Fund before any purchase becomes effective.
Purchases of Fund shares are made at the net asset value next determined after
the purchase is accepted. See "How Net Asset Value Is Determined." Please
initiate any wire transfer early in the morning to ensure that the wire is
received by a Fund before the close of the New York Stock Exchange, normally
4:00 p.m. eastern time.

All purchases must be made in U.S. dollars, and checks should be drawn on
banks located in the U.S. If your purchase of shares is canceled due to
non-payment or because a check does not clear, you will be held responsible for
any loss incurred by the Funds or the Transfer Agent. Each Fund can redeem
shares to reimburse it or the Transfer Agent for any such loss.

Each Fund reserves the right to reject any purchase, in whole or in part,
and to suspend the offering of its shares for any period of time and to change
or waive the minimum investment amounts specified in this prospectus.

No share certificates will be issued, except that certificates for shares of
the Emerging Growth Fund will be issued upon written request to the Transfer
Agent.

EXCHANGE PRIVILEGE
- -------------------------------------

Shares of one Fund may be exchanged for Class A shares of another Fund.
Exchanges of shares will be made at their relative net asset values. Shares may
be exchanged only if the amount being exchanged satisfies the minimum investment
required and the shareholder is a resident of a state where shares of the
appropriate Fund are qualified for sale. However, you may not exchange your
investment in shares of any Fund more than four times in any twelve-month period
(including the initial exchange of your investment from that Fund during the
period, and subsequent exchanges of that investment from other Funds during the
same twelve-month period).

Investors should note that an exchange will result in a taxable event.
Exchange privileges may be terminated, modified, or suspended by a Fund upon 60
days' prior notice to shareholders.

Unless you have indicated that you do not wish to establish telephone
exchange privileges (see the Account Application or call the Funds for details),
you may make exchanges by telephone.

HOW TO REDEEM SHARES
(CLASS A SHARES ONLY)

REDEMPTIONS BY MAIL
- -------------------------------------

You may redeem your shares of a Fund by mailing a written request for
redemption to the Transfer Agent that:

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

(2) identifies your Fund and account number; and

(3) is signed by you and all other owners of the account exactly as their names
appear on the account.

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a resident of a foreign country, another type of certification may be required.
Please contact the Transfer Agent for more details. Corporations, fiduciaries,
and other types of shareholders may be required to supply additional documents
which support their authority to effect a redemption.

REDEMPTIONS BY TELEPHONE
- -------------------------------------

Unless you have indicated you do not wish to establish telephone redemption
privileges (see the Account Application or call the Transfer Agent for details),
you may redeem shares by calling the Transfer Agent at 1-800-624-8025 by the
close of the New York Stock Exchange, normally 4:00 p.m. eastern time on any day
the New York Stock Exchange is open for business.

If an account has more than one owner, the Transfer Agent may rely on the
instructions of any one owner. Each Fund employs reasonable procedures in an
effort to confirm the authenticity of telephone instructions. If procedures
established by the Trust are not followed, the Funds and the Transfer Agent may
be responsible for any losses because of unauthorized or fraudulent
instructions. By not declining telephone redemption privileges, you authorize
the Transfer Agent to act upon any telephone instructions it believes to be
genuine (1) to redeem shares from your account and (2) to mail or wire the
redemption proceeds. If you recently opened an account by wire, you cannot
redeem shares by telephone until the Transfer Agent has received your completed
Application.

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

WIRE TRANSFER OF REDEMPTIONS
- -------------------------------------

If your financial institution receives Federal Reserve wires, you may
instruct that your redemption proceeds be forwarded to you by a wire transfer.
Please indicate your financial institution's complete wiring instructions. The
Funds will forward proceeds from telephone redemptions only to the bank account
or brokerage account that you have authorized in writing. A $9.00 wire fee will
be paid either by redeeming shares from your account, or upon a full redemption,
deducting the fee from the proceeds.

AUTOSELL: The Autosell option allows shareholders to redeem shares from
their Robertson Stephens fund accounts and to have the proceeds sent directly to
their checking account. If you have established the Autosell option, you may
redeem shares by calling the Transfer Agent at 1-800-624-8025 and instructing it
as to the dollar amount or number of shares you wish to redeem. The proceeds
will automatically be sent to your bank through the Automatic Clearing House
(ACH) system. There is no fee for this option. If you did not establish this
option at the time you opened your account, send a letter of instruction along
with a voided check to the Transfer Agent.

GENERAL REDEMPTION POLICIES
- -------------------------------------

The redemption price per share is the net asset value per share next
determined after the Transfer Agent receives the request for redemption in
proper form, and each Fund will make payment for redeemed shares within seven
days thereafter. Under unusual circumstances, a Fund may suspend repurchases, or
postpone payment of redemption proceeds for more than seven days, as permitted
by federal securities law. If you purchase shares of a Fund by check (including
certified check) and redeem them shortly thereafter, the Fund will delay payment
of the redemption proceeds for up to fifteen days after the Fund's receipt of
the check until the check has cleared, whichever occurs first.

You may experience delays in exercising telephone redemptions during periods
of abnormal market activity. Accordingly, during periods of volatile economic
and market conditions, you may wish to consider transmitting redemption orders
to the Transfer Agent by an overnight courier service.

28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE FUNDS' DISTRIBUTOR

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

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

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

DIVIDENDS, DISTRIBUTIONS, AND TAXES

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

Each Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements that are necessary for it
to be relieved of federal taxes on income and gains it distributes to
shareholders. A Fund will distribute substantially all of its net investment
income and net capital gain income on a current basis.

29
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
whether received in cash or in shares through the reinvestment of distributions.
Early in each year, the Trust will notify you of the amount and tax status of
distributions paid to you by each of the Funds for the preceding year.

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

HOW NET ASSET VALUE IS DETERMINED

Each Fund calculates the net asset value of its shares by dividing the total
value of its assets attributable to its Class A shares, less its liabilities
attributable to its Class A shares, by the number of its Class A shares
outstanding. Shares are valued as of 4:30 p.m. on each day the New York Stock
Exchange is open. Fund securities for which market quotations are readily
available are stated at market value. Short-term investments that will mature in
60 days or less are stated at amortized cost, which approximates market value.
All other securities and assets are valued at their fair values determined in
accordance with the guidelines and procedures adopted by the Trust's Board of
Trustees. The net asset value of a Fund's Class A shares will generally differ
from that of its other classes of shares due to the variance in net income
realized by and dividends paid on each class of shares, and any difference in
the expenses of the different classes.

HOW PERFORMANCE IS DETERMINED

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

All data are based on a Fund's past investment results and do not predict
future performance. Investment performance, which will vary, is based on many
factors, including market conditions, the composition of the Fund's portfolio,
and the Fund's investments expenses. Investment performance also often reflects
the risks associated with a Fund's investment objective and policies. These
factors should be considered when comparing a Fund's investment results to those
of other mutual funds and other investment vehicles.

ADDITIONAL INFORMATION

Each Fund is a series of the Trust, which was organized on May 11, 1987
under the laws of The Commonwealth of Massachusetts and is a business entity
commonly known as a "Massachusetts business trust." A copy of the Agreement and
Declaration of Trust, which is governed by Massachusetts law, is on file with
the Secretary of State of The Commonwealth of Massachusetts.

When matters are submitted for shareholder vote, shareholders of each series
will have one vote for each full share owned and proportionate,

30
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
fractional votes for fractional shares held. Generally, shares of each series
vote separately as a single series except when required by law or determined by
the Board of Trustees. Each series offered by this Prospectus issues shares of
two classes, Class A shares and Class C shares. The sales charges and other
expenses of a Fund's Class C shares differ from those of its Class A shares,
which will affect performance. For information concerning the Class C shares of
any Fund, call 1-800-880-2423. Although the Trust is not required to hold annual
shareholder meetings, shareholders have the right to call a meeting to elect or
remove Trustees, or to take other actions as provided in the Agreement and
Declaration of Trust.

State Street Bank and Trust Company, c/o National Financial Data Services,
P.O. Box 419717, Kansas City, Missouri 64141, acts as each Fund's transfer agent
and dividend paying agent. State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110, also acts as the custodian of each Fund's
portfolio.

31
<PAGE>
- ----------------------------------------------------
- ----------------------------------------------------

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

DISTRIBUTOR
Edgewood Services, Inc.
Clearing Operations
P. O. Box 897
Pittsburgh, PA 15230-0897

TRANSFER AGENT
State Street Bank and Trust Company
c/o National Financial Data Services
P. O. Box 419717
Kansas City, MO 64141-6717
1-800-624-8025

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104

LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110

CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110

No dealer, salesperson, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer contained in this Prospectus, and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Fund. This Prospectus does not constitute an
offering in any state or jurisdiction in which such offering may not lawfully be
made.

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

[LOGO]

BRINGING THE FUND MANAGER TO YOU

555 CALIFORNIA STREET, SUITE 2600
SAN FRANCISCO, CA 94104
1-800-766-FUND

CLASS A SHARES
PROSPECTUS
March 1, 1998
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS C SHARES
800-880-4243 March 1, 1998
- --------------------------------------------------------------------------------

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

THIS PROSPECTUS EXPLAINS CONCISELY THE INFORMATION ABOUT THE TRUST THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING IN THE FUNDS' CLASS C SHARES.
Please read it carefully and keep it for future reference. Investors can find
more detailed information about the Funds in the March 1, 1998 Statement of
Additional Information, as amended from time to time. For a free copy of the
Statement of Additional Information, please call 1-800-880-4243. The Statement
of Additional Information has been filed with the Securities and Exchange
Commission and is available along with other related materials on the Securities
and Exchange Commission's Internet Web site (http://www.sec.gov). The Statement
of Additional information is incorporated into this Prospectus by reference.

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

EXPENSE SUMMARY

The following table summarizes an investor's maximum transaction costs from
investing in Class C shares of each of the Funds and expenses each of the Funds
expects to incur in respect of its Class C shares during the current fiscal
year. The Example shows the cumulative expenses attributable to a $1,000
investment in Class C shares of the Funds over specified periods.

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Redemption Fee* None
Exchange Fee None
Contingent Deferred Sales Charge 1.0% in the
(as a percentage of the original purchase price) first year,
and
eliminated
thereafter.
</TABLE>

- --------------------------
* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
GLOBAL
CON- DEVELOPING DIVERSIFIED EMERGING NATURAL
TRARIAN COUNTRIES GROWTH GROWTH RESOURCES
-------- ---------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
Management Fees 1.50% 1.25% 1.00% 1.00% 1.00%
Rule 12b-1 Expenses 0.75% 0.75% 0.75% 0.75% 0.75%
Shareholder Service Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses* 0.23% 0.60%(1) 0.69%(1) 0.25% 0.56%(1)
-------- ---------- ----------- -------- ---------
Total Fund Operating
Expenses* 2.73% 2.85%(1) 2.69%(1) 2.25% 2.56%(1)
</TABLE>

<TABLE>
<CAPTION>
VALUE
GLOBAL GROWTH & INFORMATION MICROCAP +
VALUE INCOME AGE GROWTH PARTNERS GROWTH
-------- -------- ----------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Management Fees 1.00% 1.00% 1.00% 1.25% 1.25% 1.00%
Rule 12b-1 Expenses 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
Shareholder Service Fee 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses* 0.70%(1) 0.05%(1) 0.57% 0.45%(1) 0.28% 0.19%
-------- -------- ----------- -------- -------- ------
Total Fund Operating
Expenses* 2.70%(1) 2.05%(1) 2.57% 2.70%(1) 2.53% 2.19%
</TABLE>

- ------------------------------
(1) REFLECTING VOLUNTARY EXPENSE LIMITATIONS.
* ESTIMATED BASED ON EXPECTED EXPENSES DURING THE CURRENT FISCAL YEAR.

2
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
The Contrarian Fund-TM- $ 38 $ 85 $ 144 $ 305
The Developing Countries Fund $ 39 $ 88 $ 150 $ 316
The Diversified Growth Fund $ 37 $ 83 $ 142 $ 301
The Emerging Growth Fund $ 33 $ 70 $ 120 $ 258
The Global Natural Resources Fund $ 36 $ 80 $ 136 $ 288
The Global Value Fund $ 37 $ 84 $ 143 $ 302
The Growth & Income Fund $ 31 $ 64 $ 110 $ 237
The Information Age Fund-TM- $ 36 $ 80 $ 136 $ 289
The MicroCap Growth Fund $ 37 $ 84 $ 143 $ 302
The Partners Fund $ 36 $ 79 $ 134 $ 285
The Value + Growth Fund $ 32 $ 68 $ 117 $ 251
</TABLE>

This information is provided to help investors understand the operating expenses
of the Funds. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. Other
Expenses and Total Fund Operating Expenses for the Funds are estimated based on
the expenses the Funds expect to incur with respect to their Class C shares;
they also reflect voluntary expense limitations currently in effect for some of
the Funds. In the absence of those expense limitations, Other Expenses and Total
Fund Operating Expenses, respectively, of those Funds would be as follows:
Developing Countries Fund, 1.04% and 3.29%; Diversified Growth Fund, 0.89% and
2.89%; Global Natural Resources Fund, 0.57% and 2.57%; Global Value Fund, 1.97%
and 3.97%; Growth & Income Fund, 0.48% and 2.48%; and MicroCap Growth Fund,
1.10% and 3.35%. The Management Fees paid by the Funds are higher than those
paid by most other mutual funds. Because of Rule 12b-1 fees paid by the Funds,
long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales load permitted under applicable broker-dealer sales rules.

3
<PAGE>
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- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

The financial highlights presented below have been audited by Price Waterhouse
LLP, independent accountants. The audited financial statements of each Fund are
incorporated by reference into the Statement of Additional Information and may
be obtained by shareholders upon request.

<TABLE>
<CAPTION>
For the Period Ended 12/31/97(1)
GLOBAL
DEVELOPING DIVERSIFIED EMERGING NATURAL
CONTRARIAN COUNTRIES GROWTH GROWTH RESOURCES
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $16.26 $9.57 $15.79 $18.86 $13.67
- -----------------------------------------------------------------------------------------------------------
Income from Investment Operations:
Net investment income/(loss) (0.03) (0.14) (0.08) (0.23) (0.05)
- -----------------------------------------------------------------------------------------------------------
Net realized and unrealized
appreciation/(depreciation) on investments
and securities sold short (4.61) (1.30) 0.15 4.86 (1.87)
- -----------------------------------------------------------------------------------------------------------
Total from investment operations (4.64) (1.44) 0.07 4.63 (1.92)
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Distributions:
Dividends from net investment income -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------
Distributions from net realized capital gain (0.08) (0.20) (1.93) (5.02) (0.18)
- -----------------------------------------------------------------------------------------------------------
Total Distributions (0.08) (0.20) (1.93) (5.02) (0.18)
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period $11.54 $7.93 $13.93 $18.47 $11.57
- -----------------------------------------------------------------------------------------------------------
Total Return (28.60)% (15.16)% 1.10% 24.80% (14.12)%
- -----------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (thousands) $4,053 $75 $376 $330 $30
- -----------------------------------------------------------------------------------------------------------
Ratio of net operating expenses to average net
assets 2.73% 2.85%(2) 2.69%(2) 2.25% 2.56%(2)
- -----------------------------------------------------------------------------------------------------------
Ratio of net investment income/(loss) to average
net assets (0.32)% (2.11)%(2) (2.17)%(2) (1.81)% (1.02)%(2)
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover rate 36% 148% 370% 462% 97%
Average commission rate paid(3) $0.0191 $0.0052 $0.0641 $0.0567 $0.0160
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(1) CLASS C SHARES WERE FIRST ISSUED ON APRIL 14, 1997 (THE CONTRARIAN
FUND-TM-), MAY 8, 1997 (THE DEVELOPING COUNTRIES FUND), SEPTEMBER 8, 1997
(THE DIVERSIFIED GROWTH FUND), MAY 8, 1997 (THE EMERGING GROWTH FUND),
AUGUST 1, 1997 (THE GLOBAL NATURAL RESOURCES FUND).

(2) IF THE DEVELOPING COUNTRIES FUND HAD PAID ALL OF ITS EXPENSES AND THERE HAD
BEEN NO REIMBURSEMENT BY THE ADVISER FOR THE PERIOD FROM MAY 8, 1997
(COMMENCEMENT OF OPERATIONS), THROUGH DECEMBER 31, 1997, TOTAL RETURN WOULD
HAVE BEEN (15.39)%, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD HAVE
BEEN 3.29%, AND THE RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD
HAVE BEEN (2.55)%. IF THE DIVERSIFIED GROWTH FUND HAD PAID ALL OF ITS
EXPENSES AND HAD RECEIVED NO REIMBURSEMENT FROM THE ADVISER FOR THE PERIOD
ENDED DECEMBER 31, 1997, TOTAL RETURN WOULD HAVE BEEN 1.10%, THE RATIO OF
EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 2.89%, AND THE RATIO OF THE
NET INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD HAVE BEEN (2.37)%. IF THE
GLOBAL NATURAL RESOURCES FUND HAD PAID ALL OF ITS EXPENSES AND HAD RECEIVED
NO REIMBURSEMENT FROM THE ADVISER FOR THE PERIOD FROM AUGUST 1, 1997
(COMMENCEMENT OF OPERATIONS), TO DECEMBER 31, 1997, THE TOTAL RETURN WOULD
HAVE BEEN (14.12)%, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD HAVE
BEEN 2.57%, AND THE RATIO OF THE NET INVESTMENT LOSS TO AVERAGE NET ASSETS
WOULD HAVE BEEN (1.03)%.

RATIOS, EXCEPT FOR TOTAL RETURN AND PORTFOLIO TURNOVER RATE, HAVE BEEN
ANNUALIZED. TOTAL RETURNS DO NOT INCLUDE THE 1% CONTINGENT DEFERRED SALES
CHARGE.

AMOUNTS SHOWN FOR THE CONTRARIAN FUND-TM- MAY NOT CORRESPOND TO AMOUNTS
SHOWN ON THE STATEMENT OF OPERATIONS DUE TO THE TIMING OF REALIZED AND
UNREALIZED GAIN/(LOSS).

PER-SHARE DATA WITH RESPECT TO CLASS C SHARES HAS BEEN DETERMINED BY USING
THE AVERAGE NUMBER OF CLASS C SHARES OUTSTANDING THROUGHOUT THE PERIOD.
DISTRIBUTIONS REFLECT ACTUAL PER-SHARE AMOUNTS DISTRIBUTED FOR THE PERIOD.

4
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
For the Period Ended 12/31/97(1)

<S> <C> <C> <C> <C> <C> <C>
GLOBAL GROWTH & INFORMATION MICROCAP VALUE +
VALUE INCOME AGE GROWTH PARTNERS GROWTH
- ---------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $10.69 $13.73 $13.36 $12.18 $14.49 $27.71
Income from Investment Operations:
Net investment income/(loss) 0.02 (0.03) (0.20) (0.15) -- (0.24)
- ---------------------------------------------------------------------------------------------------------------
Net realized and unrealized appreciation/
(depreciation) on investments and
securities sold short 1.15 2.73 (1.05) 2.20 2.62 (0.06)
- ---------------------------------------------------------------------------------------------------------------
Total from investment operations 1.17 2.70 (1.25) 2.05 2.62 (0.30)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Distributions:
Dividends from net investment income (0.08) (0.04) -- -- (0.07) --
- ---------------------------------------------------------------------------------------------------------------
Distributions from net realized capital
gain (0.60) (3.03) (0.44) -- (0.64) (4.43)
- ---------------------------------------------------------------------------------------------------------------
Total Distributions (0.68) (3.07) (0.44) -- (0.71) (4.43)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period $11.18 $13.36 $11.67 $14.23 $16.40 $22.98
- ---------------------------------------------------------------------------------------------------------------
Total Return 11.15% 20.16% (9.53)% 16.83% 18.00% (1.52)%
- ---------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (thousands) $193 $1,369 $79 $1,404 $1,000 $1,246
- ---------------------------------------------------------------------------------------------------------------
Ratio of net operating expenses to average
net assets 2.70%(2) 2.05%(2) 2.57% 2.70%(2) 2.53% 2.19%
- ---------------------------------------------------------------------------------------------------------------
Ratio of net investment income/(loss) to
average net assets 0.33%(2) (0.31)%(2) (2.50)% (2.20)%(2) (0.25)% (1.69)%
- ---------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 234% 236% 369% 170% 78% 228%
Average commission rate paid(3) $0.0265 $0.0530 $0.0602 $0.0601 $0.0274 $0.0573
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) CLASS C SHARES WERE FIRST ISSUED ON JULY 1, 1997 (THE GLOBAL VALUE FUND),
MAY 9, 1997 (THE GROWTH & INCOME FUND), JULY 11, 1997 (THE INFORMATION AGE
FUND-TM-), JUNE 18, 1997 (THE MICROCAP GROWTH FUND), APRIL 14, 1997 (THE
PARTNERS FUND), MAY 28, 1997 (THE VALUE + GROWTH FUND).

(2) IF THE GLOBAL VALUE FUND HAD PAID ALL OF ITS EXPENSES AND THERE HAD BEEN NO
REIMBURSEMENT FROM THE ADVISER, TOTAL RETURN WOULD HAVE BEEN 9.26%, THE
RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 3.97%, AND THE RATIO
OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD HAVE BEEN (0.94)%. IF THE
GROWTH & INCOME FUND HAD PAID ALL OF ITS EXPENSES AND THERE HAD BEEN NO
REIMBURSEMENT BY THE ADVISER FOR THE PERIOD FROM MAY 9, 1997 (COMMENCEMENT
OF OPERATIONS), THROUGH DECEMBER 31, 1997, TOTAL RETURN WOULD HAVE BEEN
20.07%, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 2.48%,
AND THE RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD HAVE BEEN
(0.74)%. IF THE MICROCAP GROWTH FUND HAD PAID ALL OF ITS EXPENSES AND THERE
HAD BEEN NO REIMBURSEMENT FROM THE ADVISER, FOR THE PERIOD FROM MAY 8, 1997
(COMMENCEMENT OF OPERATIONS), THROUGH DECEMBER 31, 1997, TOTAL RETURN WOULD
HAVE BEEN 16.58%, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS WOULD HAVE
BEEN 3.35%, AND THE RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD
HAVE BEEN (2.85)%.

RATIOS, EXCEPT FOR TOTAL RETURN AND PORTFOLIO TURNOVER RATE, HAVE BEEN
ANNUALIZED. TOTAL RETURNS DO NOT INCLUDE THE 1% CONTINGENT DEFERRED SALES
CHARGE.

AMOUNTS SHOWN FOR THE CONTRARIAN FUND-TM- MAY NOT CORRESPOND TO AMOUNTS
SHOWN ON THE STATEMENT OF OPERATIONS DUE TO THE TIMING OF REALIZED AND
UNREALIZED GAIN/(LOSS).

5
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES

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

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

THE CONTRARIAN FUND-TM-
- -------------------------------------

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

THE DEVELOPING COUNTRIES FUND
- -------------------------------------

Developing country equity securities are securities which are principally
traded in the capital markets of a developing country; securities of

6
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
companies that derive at least 50% of their total revenues from either goods
produced or services performed in developing countries or from sales made in
developing countries, regardless of where the securities of such companies are
principally traded; securities of companies organized under the laws of, and
with a principal office in, a developing country; securities of investment
companies (such as country funds) that principally invest in developing country
securities; and American Depository Receipts (ADRs) and Global Depository
Receipts (GDRs) with respect to the securities of such companies. Developing
countries are countries that in the opinion of Robertson Stephens Investment
Management are generally considered to be developing countries by the
international financial community. Examples of countries that might constitute
developing countries include: Argentina, Brazil, China, the Czech Republic,
Egypt, Indonesia, Israel, Korea, Malaysia, Mexico, Philippines, Romania, Russia,
South Africa, Taiwan, Thailand, and Turkey. See "Other Investment Practices and
Risk Considerations--Foreign Securities" for a description of certain
characteristics of developing countries and related risks. The Fund will
normally invest at least 65% of its assets in developing country equity
securities. The Fund may also borrow money to purchase additional portfolio
securities. The Fund is a non-diversified mutual fund.

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

THE DIVERSIFIED GROWTH FUND
- -------------------------------------

THE EMERGING GROWTH FUND
- -------------------------------------

The Emerging Growth Fund's investment objective is capital appreciation. The
Fund invests in an actively managed diversified portfolio

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of equity securities (principally common stocks) of emerging growth companies.
Emerging growth companies are companies that, in the opinion of Robertson
Stephens Investment Management, have the potential, based on superior products
or services, operating characteristics, and financing capabilities, for more
rapid growth than the overall economy. The Fund will normally invest at least
65% of its assets in companies Robertson Stephens Investment Management
determines to be emerging growth companies.

THE GLOBAL NATURAL
RESOURCES FUND
- -------------------------------------

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

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

The Fund will normally concentrate its investments in securities of issuers
in the natural resources industries.

THE GLOBAL VALUE FUND
- -------------------------------------

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

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

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located in at least three countries, one of which may be the United States. The
Fund will consider an issuer of securities to be located in a country if it is
organized under the laws of that country and has a principal office in that
country, if it derives 50% or more of its total revenues from business in that
country or if its equity securities are traded principally on a securities
exchange in that country. The Fund is a non-diversified mutual fund.

THE GROWTH & INCOME FUND
- -------------------------------------

THE INFORMATION AGE FUND-TM-
- -------------------------------------

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

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result of particular products, technology, patents, or other market advantages
in those industries. The Fund will normally invest at least 65% of its assets in
securities of companies in the information technology industries.

THE MICROCAP GROWTH FUND
- -------------------------------------

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

Micro-cap and other small companies may offer greater opportunities for
capital appreciation than other companies but may also involve greater risks.
They may have limited product lines, markets, or financial resources, or may
depend on a limited management group. Their securities may trade less frequently
and in limited volume. As a result, the prices of these securities may fluctuate
more sharply than those of other securities, and the Fund may experience some
difficulty in establishing or closing out positions in these securities at
prevailing market prices. See "Investments in smaller companies," below.

THE PARTNERS FUND
- -------------------------------------

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

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

THE VALUE + GROWTH FUND
- -------------------------------------

OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS
- -------------------------------------

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prices. There may be less publicly available information about the issuers of
these securities or less market interest in such securities than in the case of
larger companies, and it may take a longer period of time for the prices of such
securities to reflect the full value of their issuers' underlying earnings
potential or assets.

SHORT SALES (ALL FUNDS EXCEPT THE EMERGING GROWTH, PARTNERS, AND GLOBAL
VALUE FUNDS). When Robertson Stephens Investment Management anticipates that
the price of a security will decline, it may sell the security short and borrow
the same security from a broker or other institution to complete the sale. A
Fund may make a profit or incur a loss depending upon whether the market price
of the security decreases or increases between the date of the short sale and
the date on which the Fund must replace the borrowed security. An increase in
the value of a security sold short by a Fund over the price at which it was sold
short will result in a loss to the Fund, and there can be no assurance that a
Fund will be able to close out the position at any particular time or at an
acceptable price.

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for hedging purposes in connection with its foreign investments. Except as
otherwise provided in this Prospectus, there is no limit on the amount of a
Fund's assets that may be invested in foreign securities.

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

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

THE CONTRARIAN FUND,-TM- the DIVERSIFIED GROWTH FUND, and the GROWTH &
INCOME FUND may invest in lower-quality, high-yielding debt securities.
Lower-rated debt securities (commonly called "junk bonds") are considered to be
of poor standing and predominantly speculative. Securities in the lowest rating
categories may have extremely poor prospects of attaining any real investment
standing, and some of those securities in which a Fund may invest may be in
default. The rating services' descriptions of securities in the lower rating
categories, including their speculative characteristics, are set forth in the
Statement of Additional Information.

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

14
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allow the issuer, at its option, to make current interest payments on the bonds
either in cash or in additional bonds. The values of zero-coupon bonds and
payment-in-kind bonds are subject to greater fluctuation in response to changes
in market interest rates than bonds which pay interest currently, and may
involve greater credit risk than such bonds.

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

LEAPS AND BOUNDS. The VALUE + GROWTH FUND may purchase long-term
exchange-traded equity options called Long-Term Equity Anticipation Securities
("LEAPs") and Buy-Write Options

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Unitary Derivatives ("BOUNDs"). LEAPs provide a holder the opportunity to
participate in the underlying securities' appreciation in excess of a fixed
dollar amount, and BOUNDs provide a holder the opportunity to retain dividends
on the underlying securities while potentially participating in the underlying
securities' capital appreciation up to a fixed dollar amount. The VALUE + GROWTH
FUND will not purchase these options with respect to more than 25% of the value
of its net assets. For more information, see the Statement of Additional
Information.

RISKS RELATED TO OPTIONS AND FUTURES STRATEGIES. Options and futures
transactions involve costs and may result in losses. Certain risks arise because
of the possibility of imperfect correlations between movements in the prices of
futures and options and movements in the prices of the underlying security or
index of the securities held by a Fund that are the subject of a hedge. The
successful use by a Fund of the strategies described above further depends on
the ability of Robertson Stephens Investment Management to forecast market
movements correctly. Other risks arise from a Fund's potential inability to
close out futures or options positions. Although a Fund will enter into options
or futures transactions only if Robertson Stephens Investment Management
believes that a liquid secondary market exists for such option or futures
contract, there can be no assurance that a Fund will be able to effect closing
transactions at any particular time or at an acceptable price.

NON-DIVERSIFICATION AND SECTOR CONCENTRATION. THE CONTRARIAN FUND-TM-, the
DEVELOPING COUNTRIES FUND, the GLOBAL VALUE FUND, and the PARTNERS FUND are
"non-diversified" investment companies, and may invest their assets in a more
limited number of issuers than may other investment companies. Under the
Internal Revenue Code, an investment company, including a non-diversified
investment company, generally may not invest more than 25% of its assets in
obligations of any one issuer other than U.S. Government obligations and, with
respect to 50% of its total assets, a Fund may not invest more than 5% of its
total assets in the securities of any one issuer (except U.S. Government
securities). Thus, each of those Funds may invest up to 25% of its total assets
in the securities of each of any two issuers. This practice involves an
increased risk of loss to a Fund if the market value of a security should
decline or its issuer were otherwise not to meet its obligations.

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

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

PORTFOLIO TURNOVER. The length of time a Fund has held a particular
security is not gener-
ally a consideration in investment decisions. The investment policies of a Fund
may lead to frequent changes in the Fund's investments, particularly in periods
of volatile market movements. A change in the securities held by a Fund is known
as "portfolio turnover." Portfolio turn-
over generally involves some expense to a Fund, including brokerage commissions
or dealer mark-ups and other transaction costs on the sale of securities and
reinvestment in other securities. Such sales may result in realization of
taxable capital gains. The portfolio turnover rates for the Funds are set forth
under "Financial Highlights" above.

MANAGEMENT OF THE FUNDS

The Trustees of the Trust are responsible for generally overseeing the
conduct of the Trust's business. Robertson, Stephens & Company Investment
Management, L.P. ("RSIM, L.P."), 555 California Street, Suite 2600, San
Francisco, CA 94104, is the investment advisor for each of the Funds other than
the Emerging Growth Fund. RSIM, L.P., a California partnership, was formed in
1993 and is a wholly owned indirect subsidiary of BankAmerica Corp. RSIM, L.P.
and its affiliates have in excess of $20 billion under management in public and
private investment funds. BankAmerica Corp. is a global financial services
company with approximately $250 billion in assets and an equity capital base of
approximately $20 billion.

RS Investment Management, Inc. (formerly known as Robertson Stephens
Investment Management, Inc.), 555 California Street, Suite 2600, San Francisco,
CA 94104, is the investment advisor for the Emerging Growth Fund. RS Investment
Management, Inc. ("RSIM, Inc.") commenced operations in March 1986 and is also a
wholly owned indirect subsidiary of BankAmerica Corp.

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things, Trustees' fees, auditing, accounting, legal, custodial, investor
servicing, and shareholder reporting expenses, and payments under the Funds'
Distribution Plans.

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

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

PORTFOLIO MANAGERS

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

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

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checking at Wells Fargo Bank. From 1987-1989, Mr. Berry was president and
founder of the Bay Area Optical Laboratory, Inc., a wholesale optical
laboratory. He holds a B.A. in economics from Stanford University and an M.B.A.
from the J. L. Kellogg School at Northwestern University.

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

The Developing Countries Fund is managed by a team of investment
professionals at Robertson Stephens Investment Management.

HOW TO PURCHASE SHARES

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

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

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

OTHER INFORMATION
ABOUT PURCHASING SHARES
- -------------------------------------

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

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

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

GENERAL
- -------------------------------------

If you purchase shares of a Fund by check (including certified check) and
redeem them shortly thereafter, the Fund will delay payment of the redemption
proceeds for up to fifteen days after the Fund's receipt of the check or until
the check has cleared, whichever occurs first.

A Fund may waive the CDSC on Class C shares redeemed by the Trust's current
and retired Trustees (and their families), current and retired employees (and
their families) of Robertson Stephens Investment Management and its affiliates,
registered representatives and other employees (and their families) of
broker-dealers having sales agreements with Edgewood, employees (and their
families) of financial institutions having sales agreements with Edgewood (or
otherwise having an arrangement with a broker-dealer or financial institution
with respect to sales of Fund shares), financial institution trust departments
investing an aggregate of $1 million or more in one or more funds in the
Robertson Stephens family, clients of certain administrators of tax-qualified
plans, employer-sponsored retirement plans, and tax-qualified plans when
proceeds from repayments of loans to participants are invested (or reinvested)
in the Robertson Stephens Funds. A Fund may sell shares not subject to any CDSC
in connection with the acquisition by the Fund of assets of an investment
company or personal holding company. In addition, the CDSC may be waived in the
case of (i) redemptions of shares held at the time a shareholder dies or becomes
disabled, including the shares of a shareholder who owns the shares with his or
her spouse as joint tenants with right of survivorship, provided that the
redemption is requested within one year of the death or initial determination of
disability; and (ii) redemptions in connection with the following retirement
plan distributions: (a) lump-sum or other distributions

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from a qualified retirement plan following retirement; (b) distributions from an
IRA, Keogh Plan, or Custodial Account under Section 403(b)(7) of the Internal
Revenue Code following attainment of age 59 1/2; (c) a tax-free return on an
excess contribution to an IRA; and (d) distributions to make "substantially
equal periodic payments" as described in Section 72(t) of the Internal Revenue
Code. The minimum initial investment may be waived for current and retired
Trustees, and current and retired employees of the Trust, Robertson Stephens
Investment Management, or their affiliates. Contact your financial institution
or Robertson Stephens Funds for information. If you invest through a
broker-dealer or other financial institution, your broker-dealer or other
financial institution will be responsible for electing on your behalf to take
advantage of any of the waivers described above. Please instruct your broker-
dealer or other financial institution accordingly.

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

EXCHANGE PRIVILEGE
- -------------------------------------

Except as otherwise described below, you can exchange your shares in any
Fund worth at least $5,000 for Class C shares of the other Robertson Stephens
Funds offering such shares, at net asset value beginning 15 days after purchase.
If you exchange shares subject to a CDSC, the transaction will not be subject to
a CDSC. However, when you redeem the shares acquired through the exchange, the
redemption may be subject to the CDSC, depending upon when you originally
purchased the shares. For purposes of computing the CDSC, the length of time you
have owned your shares will be measured from the date of original purchase and
will not be affected by any exchange.

Shares may be exchanged only if the amount being exchanged satisfies the
minimum investment required and the shareholder is a resident of a state where
shares of the appropriate Fund are qualified for sale. However, you may not,
without the consent of Robertson Stephens Funds, exchange your investment in
shares of any Fund more than four times in any twelve-month period (including
the initial exchange of your investment from that Fund during the period, and
subsequent exchanges of that investment from other Funds during the same twelve-
month period).

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

Investors should note that an exchange will result in a taxable event.
Exchange privileges may be terminated, modified, or suspended by a Fund upon 60
days' prior notice to shareholders.

Unless you have indicated that you do not wish to establish telephone
exchange privileges (see the Account Application or call the Funds for details),
you may make exchanges by telephone.

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HOW TO REDEEM SHARES

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

SELLING SHARES THROUGH YOUR
FINANCIAL INSTITUTION
- -------------------------------------

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

SELLING SHARES DIRECTLY TO A FUND
- -------------------------------------

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

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

(2) identifies your Fund and account number; and

(3) is signed by you and all other owners of the account exactly as their names
appear on the account.

If you request that the proceeds from your redemption be sent to you at an
address other than your address of record, or to another party, you must include
a signature guarantee for each such signature by an eligible signature
guarantor, such as a member firm of a national securities exchange or a
commercial bank or trust company located in the United States. If you are a
resident of a foreign country, another type of certification may be required.
Please contact the Transfer Agent for more details at 1-800-624-8025.
Corporations, fiduciaries, and other types of shareholders may be required to
supply additional documents which support their authority to effect a
redemption.

BY TELEPHONE. Unless you have indicated that you do not wish to establish
telephone redemption privileges (see the Account Application or call the
Transfer Agent for details), you may redeem shares by calling the Transfer Agent
at 1-800-624-8025 by the close of the New York Stock Exchange, normally 4:00
p.m. New York time on any day the New York Stock Exchange is open for business.

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

BY WIRE TRANSFER. If your financial institution receives Federal Reserve
wires, you may instruct that your redemption proceeds be forwarded to your
account with your financial institution or to you by a wire transfer. Please
indicate your financial institution's or your own complete wiring instructions.
The Funds will forward proceeds from telephone redemptions only to the bank or
brokerage account that you have authorized in writing. A $9.00 wire fee will be
paid

GENERAL REDEMPTION POLICIES
- -------------------------------------

The redemption price per share is the net asset value per share next
determined after the Transfer Agent receives the request for redemption in
proper form, and each Fund will make payment for redeemed shares within seven
days thereafter. Under unusual circumstances, a Fund may suspend repurchases, or
postpone payment of redemption proceeds for more than seven days, as permitted
by federal securities law. If you purchase shares of a Fund by check (including
certified check) and redeem them shortly thereafter, the Fund will delay payment
of the redemption proceeds for up to fifteen days after the Fund's receipt of
the check or until the check has cleared, whichever occurs first. If you redeem
shares through your financial institution, your financial institution is
responsible for ensuring that the Transfer Agent receives your redemption
request in proper form at the appropriate time.

THE FUNDS' DISTRIBUTOR

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

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

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

23
<PAGE>
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for the public, advertising or sales campaigns, or other financial
institution-sponsored special events. In some instances, this compensation may
be made available only to certain financial institutions whose representatives
have sold or are expected to sell significant amounts of shares. Dealers may not
use sales of the Funds' shares to qualify for this compensation to the extent
such may be prohibited by the laws or rules of any state or any self-regulatory
agency, such as the National Association of Securities Dealers, Inc.

SHAREHOLDER SERVICING PLAN

The Trust has adopted a Shareholder Servicing Plan (the "Service Plan") for
the Class C shares of each Fund. Under the Service Plan, each Fund pays fees to
BancAmerica Robertson Stephens at an annual rate of up to 0.25% of the Fund's
average daily net assets. The Plan contemplates that financial institutions will
enter into shareholder service agreements with BancAmerica Robertson Stephens to
provide administrative support services to their customers who are Fund
shareholders. In return for providing these support services, a financial
institution may receive payments from BancAmerica Robertson Stephens at a rate
not exceeding 0.25% of the average daily net assets of the Class C shares of
each Fund for which the financial institution is the financial institution of
record. These administrative services may include, but are not limited to, the
following functions: providing office space, equipment, telephone facilities,
and various personnel, including clerical, supervisory, and computer personnel,
as necessary or beneficial to establish and maintain shareholder accounts and
records; processing purchase and redemption transactions and automatic
investments of client account cash balances; answering routine client inquiries
regarding the Funds; assisting clients in changing dividend options, account
designations, and addresses; and providing such other services as BancAmerica
Robertson Stephens reasonably requests.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

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

All Fund distributions will be taxable to you as ordinary income, except
that any distributions of net long-term capital gains will be taxed as such,
regardless of how long you have held your shares. Distributions of net long-term
capital gains are subject to a maximum tax rate of 28% or 20% depending on a
Fund's holding period in the portfolio investment generating the gains.
Distributions will be taxable as described above, whether received in cash or in
shares through the reinvestment of distributions. Early in each year, the Trust
will notify you of the amount and tax status of distributions paid to you by
each of the Funds for the preceding year.

24
<PAGE>
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- --------------------------------------------------------------------------------

HOW NET ASSET VALUE IS DETERMINED

Each Fund calculates the net asset value of its Class C shares by dividing
the total value of its assets attributable to its Class C shares, less its
liabilities attributable to those shares, by the number of its Class C shares
outstanding. Shares are valued as of 4:30 p.m. on each day the New York Stock
Exchange is open. Fund securities for which market quotations are readily
available are stated at market value. Short-term investments that will mature in
60 days or less are stated at amortized cost, which approximates market value.
All other securities and assets are valued at their fair values determined in
accordance with the guidelines and procedures adopted by the Trust's Board of
Trustees. The net asset value of a Fund's Class C shares will generally differ
from that of its other classes of shares due to the variance in daily net income
realized by and dividends paid on each class of shares, and any differences in
the expenses of the different classes.

HOW PERFORMANCE IS DETERMINED

Yield and total return data may from time to time be included in
advertisements about the Funds' Class C shares. The "yield" of a Fund's Class C
shares is calculated by dividing the annualized net investment income per Class
C share during a recent 30-day period by the net asset value per Class C share
on the last day of that period. "Total return" for the period during which Class
C shares of a Fund have been offered, through the most recent calendar quarter,
represents the average annual compounded rate of return (or, in the case of a
period of one year or less, the actual rate of return) on an investment of
$1,000 in Class C shares of that Fund. Total return may also be presented for
other periods. Advertisements about a Fund may include total return information
for the Fund's Class A shares for periods prior to the initial offering date of
the Fund's Class C shares; that information may be adjusted to reflect any
higher operating expenses (such as shareholder service fees or distribution
fees) incurred by the Fund's Class C shares. Because a Fund's operating expenses
attributable to its Class C shares are higher than those attributable to its
Class A shares and because a Fund may impose a contingent deferred sales charge
in connection with the redemption of Class C shares, the investment performance
of a Fund's Class C shares would have been lower than that of its Class A shares
for any such periods shown. Quotations of yield or total return for a period
when an expense limitation was in effect will be greater than if the limitation
had not been in effect. A Fund's performance may be compared to various indices.
See the Statement of Additional Information. Information may be presented in
advertisements about a Fund describing the background and professional
experience of the Fund's investment adviser or any portfolio manager.

All data are based on a Fund's past investment results and do not predict
future performance. Investment performance, which will vary, is based on many
factors, including market conditions, the composition of the Fund's portfolio,
and the Fund's expenses. Investment performance also often reflects the risks
associated with a Fund's investment objective and policies. These factors should
be considered when comparing a Fund's investment results to those of other
mutual funds and other investment vehicles.

ADDITIONAL INFORMATION

25
<PAGE>
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and Declaration of Trust, which is governed by Massachusetts law, is on file
with the Secretary of State of The Commonwealth of Massachusetts.

When matters are submitted for shareholder vote, shareholders of each series
will have one vote for each full share owned and proportionate, fractional votes
for fractional shares held. Generally, shares of each series vote separately as
a single series except when required by law or determined by the Board of
Trustees. Each series offered by this Prospectus issues shares of two classes,
Class A shares and Class C shares. The sales charges and other expenses of a
Fund's Class A shares differ from (and are currently lower than) those of its
Class C shares, which will affect performance. For information concerning the
Class A shares of any Fund, call 1-800-766-FUND. Although the Trust is not
required to hold annual shareholder meetings, shareholders have the right to
call a meeting to elect or remove Trustees, or to take other actions as provided
in the Agreement and Declaration of Trust.

State Street Bank and Trust Company, c/o National Financial Data Services,
P.O. Box 419717, Kansas City, Missouri 64141-6717, acts as each Fund's transfer
agent and dividend paying agent. State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02110, also acts as the custodian of each
Fund's portfolio.

26
<PAGE>
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- ----------------------------------------------------

INVESTMENT ADVISERS
Robertson, Stephens & Company
Investment Management, L.P.
RS Investment
Management, Inc.
555 California Street
Suite 2600
San Francisco, CA 94104
1-800-880-4243

DISTRIBUTOR
Edgewood Services, Inc.
Clearing Operations
P.O. Box 897
Pittsburgh, PA 15230-0897

TRANSFER AGENT
State Street Bank and Trust Company
c/o National Financial Data Services
P. O. Box 419717
Kansas City, MO 64141-6717
1-800-624-8025

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104

LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110

CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110

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

[LOGO]

BRINGING THE FUND MANAGER TO YOU

555 CALIFORNIA STREET, SUITE 2600
SAN FRANCISCO, CA 94104
1-800-880-4243

CLASS C SHARES
PROSPECTUS
March 1, 1998
<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST
FUND PROSPECTUS SUPPLEMENT
to Class A Prospectus Dated March 1, 1998

The section of the Prospectus entitled "Portfolio Managers" is amended by
deleting the last paragraph of the section and substituting in its place the
following:

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

March 1, 1998

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST
FUND PROSPECTUS SUPPLEMENT
to Class C Prospectus Dated March 1, 1998

The section of the Prospectus entitled "Portfolio Managers" is amended by
deleting the last paragraph of the section and substituting in its place the
following:

March 1, 1998
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
ROBERTSON STEPHENS MUTUAL FUNDS

MARCH 1, 1998

Robertson Stephens Investment Trust (the "Trust") is an open-end series
investment company. This Statement of Additional Information is not a
prospectus and should be read in conjunction with a Prospectus of the Trust
dated March 1, 1998, as it may be revised from time to time. This Statement
relates to the Funds' Class A and Class C Shares. A copy of a Prospectus of the
Trust for its Class A or Class C Shares can be obtained upon request made to
Robertson Stephens Funds, 555 California Street, Suite 2600, San Francisco,
CA 94104, telephone 1-800-766-FUND.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

CAPTION PAGE
------- ----
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . B-2
THE FUNDS' INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . B-14
THE FUNDS' DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . B-36
HOW NET ASSET VALUE IS DETERMINED. . . . . . . . . . . . . . . . . . . B-39
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-40
HOW PERFORMANCE IS DETERMINED. . . . . . . . . . . . . . . . . . . . . B-41
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . B-45
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-46
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . B-49

</TABLE>

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

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

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

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

LOWER-RATED DEBT SECURITIES

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

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

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

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

B-2
<PAGE>

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

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

OPTIONS

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

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

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

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

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

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

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

B-3
<PAGE>

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

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

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

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

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

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

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

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

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

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

B-4
<PAGE>

Government regulations may also restrict the Funds' use of options.

SPECIAL EXPIRATION PRICE OPTIONS

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

LEAPS AND BOUNDS

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

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

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

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

B-5
<PAGE>

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

FUTURES CONTRACTS

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

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

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

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

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

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

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

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

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

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

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

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

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

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

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

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

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

INDEXED SECURITIES

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

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

REPURCHASE AGREEMENTS

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

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

LEVERAGE

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

REVERSE REPURCHASE AGREEMENTS

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

SECURITIES LENDING

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

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

SHORT SALES

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

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

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

FOREIGN INVESTMENTS

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

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

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

FOREIGN CURRENCY TRANSACTIONS

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

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

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

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

For transaction hedging purposes, a Fund may also purchase exchange-listed
and over-the-counter call and put options on foreign currency futures contracts
and on foreign currencies. A put option on a futures contract gives a Fund the
right to assume a short position in the futures contract until expiration of the
option. A put option on currency gives a Fund the right to sell a currency at a
specified exercise price until the expiration of the option. A call option on a
futures contract gives a Fund the right to assume a long position in the futures
contract until the expiration of the option. A call option on currency gives a
Fund the right to purchase a currency at the exercise price until the expiration
of the option. A Fund will engage in over-the-counter transactions only when
appropriate exchange-traded transactions are unavailable and when, in the
opinion of Robertson Stephens Investment Management, the pricing mechanism and
liquidity are satisfactory and the participants are responsible parties likely
to meet their contractual obligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PRECIOUS METALS

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

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

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

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

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

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

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

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

B-13
<PAGE>

THE FUNDS' INVESTMENT LIMITATIONS

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

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

A Fund may not:

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

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

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

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

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

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

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

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

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

B-14
<PAGE>

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

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

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

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

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

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

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

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

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

ALL OTHER FUNDS.

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

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

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

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

B-15
<PAGE>

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

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

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

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

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

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

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

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

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

B-16
<PAGE>

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

MANAGEMENT OF THE FUNDS

TRUSTEES AND OFFICERS

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

LEONARD B. AUERBACH, TRUSTEE
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Auerbach, 51, is the President and Chairman of the Board of Auerbach
Associates, Inc., a management consulting firm which he founded in 1979.
Mr. Auerbach is also President of LBA&C, Inc., which served until July 1997
as general partner of Tuttle & Company, which provides mortgage pipeline
interest rate hedging services and related software to a variety of
institutional clients. He also served until July 1997 as President of
Tuttle & Auerbach Securities, Inc., an introducing broker trading futures
on behalf of institutional hedging clients and individuals. He is also a
Director of Roelof Mining, Inc. He was a professor of Business
Administration at St. Mary's College, Moraga, California until June 1992.
He is the co-founder, and served as the Chairman until March 1986, of
Intraview Systems Corporation, a privately-held company whose assets were
acquired by Worlds of Wonder, Inc. Mr. Auerbach is a limited partner in
Robertson Stephens Residential Fund, L.P., RS Property Fund I, L.P., and
Robertson Stephens Commercial Property Fund, L.P., of which RSRF Company,
L.L.C., RSRE II., L.L.C., and Robertson, Stephens & Company, Inc.,
respectively, affiliates of RSIM, L.P., and RSIM, Inc., are the general
partners. Mr. Auerbach has been a Trustee of the Trust since June 1987.

JOHN W. GLYNN, JR., TRUSTEE
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Glynn, 57, is the Principal and Chairman of the Board of Glynn Capital
Management, an investment management firm which he founded in 1983. Mr.
Glynn is a Director of Neurex Corporation, and of Sterling Payot Company, a
private investment banking firm that advises executives and companies on
financial and strategic matters. He is also a lecturer at the Darden
School of Business at the University of Virginia and at the Stanford
Business School. Mr. Glynn was until June 1997 a limited partner in The
Orphan Fund, of which RSIM, L.P. is a general partner. He has been a
Trustee of the Trust since July 1, 1997.

TERRY R. OTTON, CHIEF FINANCIAL OFFICER
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Otton, 44, has served as Treasurer, Chief Financial Officer, and
Principal Accounting Officer of Robertson, Stephens & Company LLC (and its
predecessors) since January 1993, and has been a Managing Director since
January 1992. Prior to becoming Chief Financial Officer of Robertson,
Stephens & Company LLC, he served as Controller from January 1988 to
December 1992. Mr. Otton is a Certified Public Accountant, and prior to
joining Robertson, Stephens & Company LLC in 1982, was employed by Arthur
Anderson.

JAMES K. PETERSON, TRUSTEE
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Mr. Peterson, 57, is a private consultant; he served as Director of the IBM
Retirement Funds from April 1988 until October 1996. Mr. Peterson was a
Manager of the IBM Retirement Funds from March 1981 until April 1988. Mr.
Peterson has been a Trustee of the Trust since June 1987.

* ANDREW P. PILARA, JR., TRUSTEE, PRESIDENT, AND PRINCIPAL EXECUTIVE OFFICER
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
- -------------------------
* DENOTES A TRUSTEE WHO IS AN "INTERESTED PERSON," AS DEFINED IN THE 1940
ACT.

B-17
<PAGE>

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

DANA K. WELCH, SECRETARY
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104
Ms. Welch, 47, is a Managing Director of Robertson, Stephens & Company LLC
and has served as General Counsel of Robertson, Stephens & Company LLC (and
its predecessors) since June 1995. Prior to joining Robertson, Stephens &
Company LLC, Ms. Welch was Special Counsel at O'Melveny & Myers, a Los
Angeles based law firm. She has served as Secretary of the Trust since
August 1996.

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

CONTROL PERSONS AND SHARE OWNERSHIP

As of February 3, 1998, to the Funds' knowledge, the shareholders who
owned of record or beneficially more than 5% of the outstanding shares of any
Fund were as follows:

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>
CONTRARIAN FUND-TM-

CLASS A SHARES

Charles Schwab & Co., Inc. 9,288,659.630 28.54%
Reinvest Account
FBO Customers Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services 3,196,959.184 9.82%
Corp.
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES

John C. Morley, Trustee 122,985.250 36.45%
FBO John C. Morley Charitable
Remainder Unitrust DTD 1-4-95
Spieth Bell McCurdy/R Watson
925 Euclid Ave, Suite 2000
Cleveland, OH 44115-1407

</TABLE>

B-18
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

DEVELOPING COUNTRIES FUND

CLASS A SHARES

Charles Schwab & Co., Inc. 1,518,242.656 43.79%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 312,793.359 9.02%
Attn: Mutual Funds, 5th Floor
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES

Donaldson Lufkin Jenrette 3,213.228 33.84%
Securities Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

Donaldson Lufkin Jenrette 3,213.224 33.84%
Securities Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

First Trust Corp, Trustee 2,005.642 21.12%
FBO Premier Care Inc. 401K
Dr. Robert Pierron #727 383 0128
P.O. Box 5508
Denver, CO 80217-5508

Stratevest & Co. 1,004.789 10.58%
Pinehurst Capital Management
Mutual Fund Account
15 Harris Place
Brattleboro, VT 05301-2937

DIVERSIFIED GROWTH FUND

CLASS A SHARES

Charles Schwab & Co., Inc. 2,131,470.144 40.37%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

</TABLE>

B-19
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

National Financial Services Corp. 656,322.977 12.43%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908 Church Street Station
New York, NY 10008-3908

CLASS C SHARES

Dominic N. Ferrera & Rita A. Ferrera 7,350.701 22.79%
Trustees, DTD 09/01/79
Dominic N. Ferrera MD Pension Plan
Ross Park Professional Center
1 Ross Park Blvd.
Steubenville, OH 43952-2673

Donaldson Lufkin Jenrette 1,846.492 5.72%
Securities Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

National Financial Services Corp. 2,133.713 6.61%
FEBO # 0LF-202290
Carol L. Clark
4302 Fairway Villas
Dagsboro, DE 19939-9206

EMERGING GROWTH FUND

CLASS A SHARES

Charles Schwab & Co., Inc. 2,632,906.201 20.34%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 984,656.428 7.61%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908 Church Street Station
New York, NY 10008-3908

CLASS C SHARES

First Trust Corp, Trustee 2,349.651 13.45%
FBO Premier Care Inc. 401K
Dr. Robert Pierron
P.O. Box 5508
Denver, CO 80217-5508

National Financial Services Corp. 1,559.311 8.92%
FEBO # 162-205672
FMT CO CUST IRA Rollover
FBO Jeffrey K. Dobbs
222 2nd St.
Merritt IS, FL 32953-3302

</TABLE>

B-20
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

National Financial Services Corp. 1,276.956 7.31%
FEBO #136-174602
FMT CO CUST IRA
FBO Carol C. Magee
1210 Woodland Trail Dr.
Bowie, TX 76230-3400

GLOBAL LOW-PRICED STOCK FUND

CLASS A SHARES

National Financial Services Corp. 182,813.344 17.20%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Charles Schwab & Co., Inc. 275,889.549 25.96%
Reinvest Account
Attn: Mutual Funds Department
101 Montgomery Street
San Francisco, CA 94101-4122

CLASS C SHARES

Jeffrey H. Smythe 1,963.961 42.27%
16725 Shaker Blvd.
Shaker Heights, OH 44120-1628

Alfred G. Corrado 1,946.164 41.89%
24050 Commerce Park Drive
Cleveland, OH 44122

Wanda J. Zimmerman Trustee 728.633 15.68%
U/A 7/24/95
Wanda J. Zimmerman TR
156 Maywood
Rochester, MI 48307-1537

GLOBAL NATURAL RESOURCES FUND

CLASS A SHARES

National Financial Services Corp. 720,590.148 11.79%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

</TABLE>

B-21
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

Charles Schwab & Co., Inc. 2,927,286.163 47.88%
Reinvest Account
Attn: Mutual Funds Department
101 Montgomery Street
San Francisco, CA 94101-4122

William T. Grant Foundation 328,947.368 5.38%
570 Lexington Avenue, Floor 18
New York, NY 10022

CLASS C SHARES

National Financial Services Corp. 1,968.436 76.42%
FEBO # X77-005371
Diagnostic Imaging Assoc. Ltd.
Amended & Restated Pension Plan
FBO M. Reza Raji et al
2041 Boulevard of the Allies
Pittsburgh, PA 15219

National Financial Services Corp. 593.606 23.04%
FEBO # A1K-609269
Qamar Ahmad GDN
Sadaf Ahmad
26 Joseph Court
Monmouth Junction, NJ 08852-2506

GLOBAL VALUE FUND

CLASS A SHARES

Okabena Partnership F A 557,205.534 32.08%
Partnership
Attn: Bruce Lueck
5140 Norwest Center
90 S 7th St.
Minneapolis, MN 55402-3903

Charles Schwab & Co., Inc. 171,292.944 9.86%
Reinvest Account
Attn: Mutual Funds Department
101 Montgomery Street
San Francisco, CA 94101-4122

G. Michael Hannon 109,575.000 6.31%
26 Grant Dr.
Avon, CT 06001-3209

G. Randy Hecht 91,650.893 5.28%
22 Turtle Rock Court
Tiburon, CA 94920-1300

Andrew P. Pilara 91,572.892 5.27%
c/o BancAmerica Robertson Stephens
555 California Street, Suite 2600
San Francisco, CA 94104-1502

</TABLE>

B-22
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

CLASS C SHARES

Roney & Co. as Custodian 3,648.265 29.54%
FBO Edward I. Brown IRA Rollover
126 Ponce DeLeon
Islamorada, FL 33036-4116

National Financial Services Corp. 2,464.625 19.96%
FEBO # BHB-526374
NFSC/FMTC IRA
FBO John Wolford Jr.
2916 Breezy Road
Virginia Beach, VA 23451-1509

Roney & Co. as Custodian 20,596.615 16.65%
FBO Judith C. Bankey IRA Rollover
437 Broadleaf
Rochester, MI 48306-2818

Kenneth T. Bankey & 1,650.959 13.37%
Judith C. Bankey JT TEN
437 Broadleaf
Rochester, MI 48306-2818

Roney & Co. as Custodian 1,527.818 12.37%
FBO Duane Joseph Peltier IRA
382 Beachview Drive
Rochester, MI 48306-2807

Wanda J. Zimmerman, Trustee 934.154 7.56%
U/Z 7/24/95
FBO Wanda J. Zimmerman Trust
156 Maywood
Rochester, MI 48307-1537

GROWTH & INCOME FUND

CLASS A SHARES

Charles Schwab & Co., Inc. 8,272,566.516 39.97%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services 2,709,082.163 13.09%
Corp.
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES

Resources Trust Company, Trustee 6,594.259 5.77%
FBO George Whittaker

</TABLE>

B-23
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

IRA I235700644
DTD 08/23/1997
P.O. Box 5900
Denver, CO 80217-5900

INFORMATION AGE FUND-TM-

CLASS A SHARES

National Financial Services Corp. 1,797,777.576 17.15%
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Charles Schwab & Co., Inc. 3,753,240.605 35.79%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

CLASS C SHARES

National Financial Services Corp. 2,012.331 23.26%
FEBO #04J-600288
Gertrude C. Lundsford
365 Mountain Valley Dr.
Hendersonville, NC 28739-8727

BA Investment Services, Inc. 1,100.338 12.72%
FBO 426460181
185 Berry St.
3rd Floor #2640
San Francisco, CA 94107-1729

Scott & Stringfellow Inc. 767.171 8.87%
FBO Diana M. Robinson IRA
C/O The Hummingbird Inn
P.O. Box 147
Goshen, VA 24439-0147

Donaldson Lufkin Jenrette Securities 1,075.231 12.43%
Corp.
P.O. Box 2052
Jersey City, NJ 07303-2052

US Clearing Corp. 748.752 8.66%
FBO 561-9489-11
26 Broadway
New York, NY 10004-1798

MICRO CAP GROWTH FUND

CLASS A SHARES

Charles Schwab & Co., Inc. 1,620,107.209 21.50%
Reinvest Account

</TABLE>

B-24
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services 1,087,909.985 14.44%
Corp.
FBO The Exclusive Benefit of
Our Clients
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

Goodness Limited 1,456,664.239 19.33%
P.O. Box N-7776
Nassau, Bahamas

CLASS C SHARES

Dain Bosworth Inc 15,556.938 15.07%
FBO William J. Hornbuckle &
Paula A. Hombuckle, Trustees
Hornbuckle Family 1997 Trust
DTD 3/14/97
2326 Caserta
Henderson, Nevada 89014

National Financial Services Corp. 5,577.217 5.40%
FEBO # BHB-523704
NFSC/FMTC IRA
FBO John Falk
9202 Curtis Court
Upper Marlboro, MD 20772-5209

PARTNERS FUND

CLASS A SHARES

Charles Schwab & Co., Inc. 3,888,164.127 36.37%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services 1,323,758.769 12.38%
Corp.
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES

Robert G. Moulton, Trustee 3,581.894 6.19%
Robert G. Moulton DDS SC PSP
U/A 6-1-88
504 S Main
Jefferson, WI 53549-1736

</TABLE>

B-25
<PAGE>

Percentage of Fund's
Shareholder Shares Owned Outstanding Shares
----------- ------------ ------------------
<S> <C> <C>

National Financial Services Corp. 3,322.539 5.74%
FEBO #BHB-524077
NFSC/FMTC IRA Rollover
FBO Stephen A. Pierce
3909 S E Quanset Terrace
Stuart, FL 34997-5472

National Financial Services Corp. 3,322.539 5.74%
FEBO #BHB-523704
NFSC/FMTC IRA Rollover
FBO Stephen A. Pierce
3909 S E Quanset Terrace
Stuart, FL 34997-5472

VALUE + GROWTH FUND

CLASS A SHARES

Charles Schwab & Co., Inc. 10,683,418.196 33.75%
Reinvest Account
Attn: Mutual Fund Department
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services 4,622,802.444 14.61%
Corp.
FBO The Exclusive Benefit of
Our Customers
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

CLASS C SHARES

Resources Trust Company Tr 4,901.294 9.07%
FBO George Whittaker IRA
1235700644
DTD 8/23/97
P.O. Box 5900
Denver, CO 80217-5900

National Financial Services Corp. 2,919.862 5.40%
FBO # 379-054364
Reliance Trust Company TTEE
Canterbury Golf Club Retirement Plan
22000 S. Woodland Road
Cleveland, OH 44122-3061

</TABLE>

On February 3, 1998 the officers and Trustees of the Trust, as a group,
beneficially owned less than 1% of the outstanding shares of each Fund,
except for the Global Value Fund where the officers and Trustees of the
Trust, as a group, beneficially owned 183,600.002 shares, approximately
10.07% of the outstanding shares of that Fund.

The Trust's Declaration of Trust and By-Laws provide that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, except if it is determined in the manner specified in
the Declaration of Trust and By-Laws that

B-26
<PAGE>

they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust or that such indemnification would
relieve any officer or Trustee of any liability to the Trust or its shareholders
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of his or her duties. The Trust, at its expense, provides liability
insurance for the benefit of its Trustees and officers.

ROBERTSON STEPHENS INVESTMENT MANAGEMENT

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

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

MANAGEMENT FEES. The Funds pay Robertson Stephens Investment Management
fees as compensation for the services provided by it under the Advisory
Agreements. The amount of these management fees is calculated daily and payable
monthly at the following annual rates based on the average daily net assets of
each Fund:
<TABLE>
<S> <C>
Contrarian Fund-TM- 1.50%
Developing Countries Fund 1.25%
Diversified Growth Fund 1.00%
Emerging Growth Fund 1.00%
Global Low-Priced Stock Fund 1.00%
Global Natural Resources Fund 1.00%
Global Value Fund 1.00%
Growth & Income Fund 1.00%
Information Age Fund-TM- 1.00%
MicroCap Growth Fund 1.25%
Partners Fund 1.25%
Value + Growth Fund 1.00%

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

B-27
<PAGE>

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

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

Each of the Advisory Agreements is subject to annual approval, commencing
in 1999, by (i) the vote of the Trustees or of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the affected Fund, and (ii)
the vote of a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust, RSIM, L.P., or RSIM, Inc. Each is
terminable by Robertson Stephens Investment Management or the Trust, without
penalty, on 60 days written notice to the other and will terminate automatically
in the event of its assignment.

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

RECENT MANAGEMENT AND ADMINISTRATIVE FEES PAID BY THE FUNDS.
<TABLE>
<CAPTION>

Reimbursement Administration
Management Fees(1) of Expenses(2) Fees
---------------- ------------- --------------
<S> <C> <C> <C>
CONTRARIAN FUND-TM-
Nine Months Ended 12/31/95 $5,648,970 -- --
Year ended 12/31/96 $13,472,471 -- --
Year ended 12/31/97 $13,674,978 -- --

DEVELOPING COUNTRIES FUND
Nine Months ended 12/31/95 $145,517 $282,462 --
Year ended 12/31/96 $543,832 $373,858 --
Year ended 12/31/97 $800,164 $278,783 --

DIVERSIFIED GROWTH FUND
8/1/96 - 12/31/96 $135,953 $22,771 $33,988
Year ended 12/31/97 $646,730 $126,477 $161,683

EMERGING GROWTH FUND
Nine Months Ended 12/31/95 $1,288,465 -- --
Year ended 12/31/96 $1,805,586 -- --
Year ended 12/31/97 $2,277,624 -- --

GLOBAL LOW-PRICED STOCK FUND
11/15/95 - 12/31/95 $854 $6,440 $213
Year ended 12/31/96 $195,547 $234,614 $48,887
Year ended 12/31/97 $268,296 $173,776 $67,074

</TABLE>

B-28
<PAGE>

Reimbursement Administration
Management Fees(1) of Expenses(2) Fees
---------------- ------------- --------------
<S> <C> <C> <C>
GLOBAL NATURAL RESOURCES FUND
11/15/95 - 12/31/95 $470 $5,748 $117
Year ended 12/31/96 $487,594 $107,877 $121,899
Year ended 12/31/97 $1,438,918 $9,044 $359,729

GLOBAL VALUE FUND
4/1/97 - 12/31/97 $130,016 $163,698 $32,504

GROWTH & INCOME FUND
7/12/95 - 12/31/95 $415,116 --
Year ended 12/31/96 $2,462,636 $140,905 $615,659
Year ended 12/31/97 $2,972,467 $1,235,367 $743,117

INFORMATION AGE FUND-TM-
11/15/95 - 12/31/95 $25,307 -- $6,327
Year ended 12/31/96 $720,640 -- $180,160
Year ended 12/31/97 $1,234,823 -- $308,706

MICROCAP GROWTH FUND
8/15/96 - 12/31/96 $25,237 $67,948 $5,047
Year ended 12/31/97 $530,205 $274,052 $106,041

PARTNERS FUND
7/12/95 - 12/31/95 $42,710 $93,846 --
Year ended 12/31/96 $514,459 $91,703 --
Year ended 12/31/97 $2,580,567 $1,746 --

VALUE + GROWTH FUND
Nine Months Ended 12/31/95 $9,702,327 -- --
Year ended 12/31/96 $8,168,685 -- --
Year ended 12/31/97 $7,509,306 -- --

</TABLE>

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

EXPENSES

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

PORTFOLIO TRANSACTIONS AND BROKERAGE

Transactions on U.S. stock exchanges, commodities markets, and futures
markets and other agency transactions involve the payment by a Fund of
negotiated brokerage commissions. Such commissions vary among different
brokers. A particular broker may charge different commissions according to such
factors as the difficulty and size of the transaction. Transactions in foreign
investments often involve the payment of fixed brokerage commissions, which may
be higher than

B-29
<PAGE>

those in the United States. There is generally no stated commission in the case
of securities traded in the over-the-counter markets, but the price paid by the
Trust usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Trust includes a disclosed, fixed
commission or discount retained by the underwriter or dealer.

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

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

As permitted by Section 28(e) of the 1934 Act, and by the Advisory
Agreements, Robertson Stephens Investment Management may cause a Fund to pay a
broker-dealer which provides "brokerage and research services" (as defined in
the 1934 Act) to Robertson Stephens Investment Management an amount of disclosed
commission for effecting securities transactions on stock exchanges and other
transactions for the Fund on an agency basis in excess of the commission which
another broker-dealer would have charged for effecting that transaction.
Robertson Stephens Investment Management's authority to cause a Fund to pay any
such greater commissions is also subject to such policies as the Trustees may
adopt from time to time. Neither RSIM, L.P. nor RSIM, Inc. currently intends to
cause the Funds to make such payments. It is the position of the staff of the
Securities and Exchange Commission that Section 28(e) does not apply to the
payment of such greater commissions in "principal" transactions. Accordingly,
RSIM, L.P. and RSIM, Inc. will use their best efforts to obtain the best overall
terms available with respect to such transactions.

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

B-30
<PAGE>

FISCAL YEAR FISCAL YEAR PERIOD
CONTRARIAN FUND-TM- ENDED 12/31/97 ENDED 12/31/96 3/31/95-12/31/95
------------------- -------------- -------------- ----------------
<S> <C> <C> <C>
Percentage of total transactions 77% 61% 62%
involving brokerage commissions

Dollar amount of commissions $2,654,377 $3,072,174 $1,026,683

Percentage (dollar amount) paid to 0.6%($16,986) 1%($27,230) 1% ($6,840)
RS&Co./BARS

Percentage of brokerage 3% 1% 1%
transactions effected through
RS&Co./BARS

Percentage of transactions effected 23% 39% 38%
without brokerage commissions
</TABLE>

DEVELOPING COUNTRIES FISCAL YEAR FISCAL YEAR PERIOD
FUND ENDED 12/31/97 ENDED 12/31/96 3/31/95-12/31/95
-------------------- -------------- -------------- ----------------
<S> <C> <C> <C>
Percentage of total transactions 81% 62% 87%
involving brokerage commissions

Dollar amount of commissions $627,786 $680,315 $228,245

Percentage (dollar amount) paid to 0.4%($2,500) 0.02% ($150) 0% ($0)
RS&Co./BARS

Percentage of brokerage 0.1% 0.37% 0%
transactions effected through
RS&Co./BARS

Percentage of transactions effected 19% 38% 13%
without brokerage commissions
</TABLE>

DIVERSIFIED GROWTH FISCAL YEAR PERIOD
FUND ENDED 12/31/97 8/1/96 - 12/31/96
------------------ ----------------- -----------------
<S> <C> <C>

</TABLE>

B-31
<PAGE>

DIVERSIFIED GROWTH FISCAL YEAR PERIOD
FUND ENDED 12/31/97 8/1/96 - 12/31/96
------------------ ----------------- -----------------
<S> <C> <C>

Percentage of total 46% 57%
transactions
involving brokerage
commissions

Dollar amount of commissions $611,542 $125,233

Percentage (dollar amount) 9.6%($58,721) 13% ($16,648)
paid to RS&Co./BARS

Percentage of brokerage 8% 20%
transactions effected through
RS&Co./BARS

Percentage of transactions 54% 43%
effected without brokerage
commissions

</TABLE>

FISCAL YEAR FISCAL YEAR PERIOD
EMERGING GROWTH FUND ENDED 12/31/97 ENDED 12/31/96 3/31/95-12/31/95
-------------------- -------------- -------------- ----------------
<S> <C> <C> <C>
Percentage of total 40% 27% 21%
transactions
involving brokerage
commissions

Dollar amount of $892,322 $479,020 $300,963
commissions

Percentage (dollar 10.0%($89,505) 5% ($23,895) 24% ($71,498)
amount) paid to
RS&Co./BARS

Percentage of 6% 2% 4%
brokerage
transactions
effected through
RS&Co./BARS

Percentage of 60% 73% 79%
transactions
effected without
brokerage
commissions

</TABLE>

FISCAL YEAR FISCAL YEAR PERIOD
VALUE + GROWTH FUND ENDED 12/31/97 ENDED 12/31/96 3/31/95-12/31/95
------------------- -------------- -------------- ----------------
<S> <C> <C> <C>
Percentage of total 58% 53% 77%
transactions
involving brokerage
commissions

Dollar amount of $2,286,747 $3,175,482 $1,707,929
commissions

Percentage (dollar 5.2%($118,446) 12% ($375,005) 21% ($356,240)
amount) paid to
RS&Co./BARS

Percentage of 3% 8% 9%
brokerage
transactions effected
through RS&Co./BARS

Percentage of 42% 47% 23%
transactions effected
without brokerage
commissions

</TABLE>

B-32
<PAGE>

GLOBAL LOW-PRICED FISCAL YEAR FISCAL YEAR PERIOD
STOCK FUND ENDED 12/31/97 ENDED 12/31/96 11/15/95-12/31/95
----------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Percentage of total 52% 50% 51%
transactions
involving brokerage
commissions

Dollar amount of $90,905 $127,491 $1,595
commissions

Percentage (dollar 1.7%($1,520) 2% ($2,087) 0%
amount) paid to
RS&Co./BARS

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

Percentage of 48% 50% 49%
transactions effected
without brokerage
commissions

</TABLE>

GLOBAL NATURAL FISCAL YEAR FISCAL YEAR PERIOD
RESOURCES FUND ENDED 12/31/97 ENDED 12/31/96 11/15/95-12/31/95
-------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Percentage of total 82% 69% 84%
transactions
involving brokerage
commissions

Dollar amount of $416,574 $362,984 $1,242
commissions

Percentage (dollar 0.3%($1,120) 1% (2,302) 41% ($515)
amount) paid to
RS&Co./BARS

Percentage of 0.4% 2% 39%
brokerage
transactions
effected through
RS&Co./BARS

</TABLE>

B-33
<PAGE>

GLOBAL NATURAL FISCAL YEAR FISCAL YEAR PERIOD
RESOURCES FUND ENDED 12/31/97 ENDED 12/31/96 11/15/95-12/31/95
-------------- -------------- -------------- -----------------
<S> <C> <C> <C>

Percentage of 18% 31% 16%
transactions effected
without brokerage
commissions

</TABLE>

PERIOD
GLOBAL VALUE FUND 2/20/97-12/31/97
----------------- ----------------
<S> <C>
Percentage of total 73%
transactions
involving brokerage
commissions

Dollar amount of $99,195
commissions

Percentage (dollar 1.0%($980)
amount) paid to
RS&Co./BARS

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

Percentage of 27%
transactions effected
without brokerage
commissions

</TABLE>

GROWTH & INCOME FISCAL YEAR FISCAL YEAR PERIOD
FUND ENDED 12/31/97 ENDED 12/31/96 7/12/95-12/31/95
--------------- -------------- -------------- ----------------
<S> <C> <C> <C>
Percentage of 55% 44% 45%
total transactions
involving brokerage
commissions

Dollar amount of $1,869,262 $1,257,368 $282,119
commissions

Percentage (dollar 10%($186,869) 14% ($179,275) 18% ($49,415)
amount) paid to
RS&Co./BARS

Percentage of 9% 6% 7%
brokerage
transactions
effected through
RS&Co./BARS

Percentage of 45% 56% 55%
transactions
effected without
brokerage
commissions

</TABLE>

B-34
<PAGE>

INFORMATION AGE FISCAL YEAR FISCAL YEAR PERIOD
FUND-TM- ENDED 12/31/97 ENDED 12/31/96 11/15/95-12/31/95
--------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Percentage of 24% 22% 75%
total transactions
involving
brokerage
commissions

Dollar amount of $339,164 $245,279 $21,166
commissions

Percentage (dollar 5.9%($19,850) 13% ($31,080) 25% ($5,200)
amount) paid to
RS&Co./BARS

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

Percentage of 76% 78% 25%
transactions
effected without
brokerage
commissions

</TABLE>

FISCAL YEAR PERIOD
MICRO CAP FUND ENDED 12/31/97 8/15/96-12/31/96
-------------- -------------- ----------------
<S> <C> <C>
Percentage of 6% 5%
total transactions
involving
brokerage
commissions

Dollar amount of $62,898 $1,800
commissions

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

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

Percentage of 94% 95%
transactions
effected without
brokerage
commissions

</TABLE>

FISCAL YEAR FISCAL YEAR PERIOD
PARTNERS FUND ENDED 12/31/97 ENDED 12/31/96 7/12/95-12/31/95
------------- -------------- -------------- ----------------
<S> <C> <C> <C>
Percentage of 81% 63% 70%
total
transactions
involving
brokerage
commissions

Dollar amount of $599,656 $143,042 $21,979
commissions

</TABLE>

B-35
<PAGE>

FISCAL YEAR FISCAL YEAR PERIOD
PARTNERS FUND ENDED 12/31/97 ENDED 12/31/96 7/12/95-12/31/95
------------- -------------- -------------- ----------------
<S> <C> <C> <C>

Percentage 0.5%($2,965) 0.5% ($680) 0.1% ($25)
(dollar amount)
paid to
RS&Co./BARS

Percentage of 0.4% 1% 1%
brokerage
transactions
effected through
RS&Co./BARS

Percentage of 19% 37% 30%
transactions
effected without
brokerage
commissions

</TABLE>

THE FUNDS' DISTRIBUTOR

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

CLASS A SHARES. Pursuant to the Plan adopted in respect of the Funds'
Class A Shares (the "Class A Plans"), each Fund may pay Edgewood (also
referred to as the "Distributor"), from the assets attributable to the Fund's
Class A Shares, distribution fees, for services the Distributor renders and
costs and expenses it incurs in connection with the continuous offering of
the Fund's Class A shares, at an annual rate of 0.75% of the Fund's average
daily net assets attributable to its Class A shares, in the case of The
Contrarian Fund-TM-, 0.50% of the Fund's average daily net assets
attributable to its Class A shares, in the case of the Developing Countries
Fund, and 0.25% of the Fund's average daily net assets attributable to its
Class A shares, in the case of each of the other Funds. (The Trustees have
currently limited payments under the Distribution Plan for the Contrarian and
Developing Countries Funds to the rates of 0.50% and 0.25%, respectively, of
those Funds' average daily net assets attributable to their Class A shares.)
BancAmerica Robertson Stephens, an affiliate of RSIM, L.P. and RSIM, Inc.,
provides certain services to Edgewood in respect of the promotion of the
Class A Shares of the Funds. In return for these services, Edgewood pays to
BancAmerica Robertson Stephens substantially all of the payments received by
Edgewood under the Distribution Plan. The telephone number of BancAmerica
Robertson Stephens is 1-800-766-FUND.

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

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

<TABLE>

<S> <C> <C>
CONTRARIAN FUND-TM- DISTRIBUTION FEES WAIVER
Nine months ended 12/31/95 $2,824,481 --
Year ended 12/31/96 $6,736,236 --
Year ended 12/31/97 $6,816,512 --

DEVELOPING COUNTRIES FUND
Nine months ended 12/31/95 $37,616 --
Year ended 12/31/96 $108,766 --
Year ended 12/31/97 $159,934 --

</TABLE>

B-36
<PAGE>

<TABLE>

DIVERSIFIED GROWTH FUND
8/1/96 - 12/31/96 $33,988 --
Year ended 12/31/97 $161,523 --

EMERGING GROWTH FUND
Nine months ended 12/31/95 $322,116 --
Year ended 12/31/96 $451,396 --
Year ended 12/31/97 $569,136 --

GLOBAL LOW-PRICED STOCK FUND
11/15/95 - 12/31/95 $213 $213
Year ended 12/31/96 $48,887 $48,887
Year ended 12/31/97 $66,988 $66,988

GLOBAL NATURAL RESOURCES FUND
11/15/95 - 12/31/95 $117 --
Year ended 12/31/96 $121,899 --
Year ended 12/31/97 $359,714 --

GLOBAL VALUE FUND
2/20/97 - 12/31/97 $31,862 --

GROWTH & INCOME FUND
7/25/95 - 12/31/95 $103,780 --
Year ended 12/31/96 $615,659 --
Year ended 12/31/97 $742,070 --

INFORMATION AGE FUND-TM-
11/15/95 - 12/31/95 $6,327 --
Year ended 12/31/96 $180,160 --
Year ended 12/31/97 $308,650 --

MICROCAP GROWTH FUND
8/15/96 - 12/31/96 $5,047 --
Year ended 12/31/97 $105,123 --

PARTNERS FUND
7/12/95 - 12/31/95 $8,542 --
Year ended 12/31/96 $102,892 --
Year ended 12/31/97 $514,757 --

VALUE + GROWTH FUND
Year ended 12/31/96 $2,042,076 --
Year ended 12/31/97 $1,876,469 --

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

CONTRARIAN FUND-TM- DISTRIBUTION FEES WAIVER
<S> <C> <C>
4/14/97 - 12/31/97 $20,977 --

DEVELOPING COUNTRIES FUND
5/8/97 - 12/31/97 $295 --

DIVERSIFIED GROWTH FUND
9/10/97 - 12/31/97 $478 --

</TABLE>

B-37
<PAGE>

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

CONTRARIAN FUND-TM- DISTRIBUTION FEES WAIVER
<S> <C> <C>

EMERGING GROWTH FUND
5/8/97 - 12/31/97 $811 --

GLOBAL LOW-PRICED STOCK FUND
5/20/97 - 12/31/97 $259 --

GLOBAL NATURAL RESOURCES FUND
7/30/97 - 12/31/97 $48 --

GLOBAL VALUE FUND
6/30/97 - 12/31/97 $1,926 --

GROWTH & INCOME FUND
5/9/97 - 12/31/97 $3,140 --

INFORMATION AGE FUND-TM-
7/11/97 - 12/31/97 $167 --

MICROCAP GROWTH FUND
6/18/97 - 12/31/97 $2,755 --

PARTNERS FUND
4/14/97 - 12/31/97 $4,068 --

VALUE + GROWTH FUND
5/28/97 - 12/31/97 $2,570 --

</TABLE>

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

RECENT CONTINGENT DEFERRED SALES CHARGES ("CDSC") RECEIVED FOR CLASS C SHARES:

The Funds paid CDSCs to Edgewood and BARS (or RS&Co.) during fiscal 1997 in
the following amounts:

<TABLE>
<S> <C>
<CAPTION>
Contrarian Fund-TM- CDSC paid
- ------------------- ---------
4/14/97 - 12/31/97 $5,351.73

Developing Countries Fund
- -------------------------
5/8/97 - 12/31/97 $328.62

Diversified Growth Fund
- -----------------------
9/10/97 - 12/31/97 $45.32

Emerging Growth Fund
- --------------------
5/8/97 - 12/31/97 $108.62

Global Low-Priced Stock Fund
- ----------------------------
5/20/97 - 12/31/97 $40.17

Global Natural Resources Fund
- -----------------------------
7/30/97 - 12/31/97 $32.13

Global Value Fund
- -----------------
6/30/97 - 12/31/97 $522.73

Growth & Income Fund
- --------------------
5/9/97 - 12/31/97 $105.01

Information Age Fund-TM-
- ------------------------
7/11/97 - 12/31/97 $34

MicroCap Growth Fund
- --------------------
6/18/97 - 12/31/97 $438.82

Partners Fund
- -------------
4/14/97 - 12/31/97 $958.57

Value + Growth Fund
- -------------------
5/28/97 - 12/31/97 $4,958.15

</TABLE>

HOW NET ASSET VALUE IS DETERMINED

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

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

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

If any securities held by a Fund are restricted as to resale, their fair
value is determined in accordance with the guidelines and procedures adopted by
the Trust's Board of Trustees. The fair value of such securities is generally
determined as the amount which a Fund could reasonably expect to realize from an
orderly disposition of such securities over a reasonable period of time. The
valuation procedures applied in any specific instance are likely to vary from
case to case. However, consideration is generally given to the financial
position of the issuer and other fundamental analytical

B-38
<PAGE>

data relating to the investment and to the nature of the restrictions on
disposition of the securities (including any registration expenses that might be
borne by the Fund in connection with such disposition). In addition, specific
factors are also generally considered, such as the cost of the investment, the
market value of any unrestricted securities of the same class (both at the time
of purchase and at the time of valuation), the size of the holding, the prices
of any recent transactions or offers with respect to such securities, and any
available analysts' reports regarding the issuer.

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

REDEMPTIONS

During any 90-day period, the Trust is committed to pay in cash all
requests to redeem shares by any one shareholder, up to the lesser of $250,000
and 1% of the value of a Fund's net assets at the beginning of the period.
Should redemptions by any shareholder of a Fund exceed this limitation, the
Trust reserves the right to redeem the excess amount in whole or in part in
securities or other assets. If shares are redeemed in this manner, the
redeeming shareholder typically will incur brokerage and other costs in
converting the securities to cash.

TAXES

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

As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, a Fund would not be subject to federal income tax
on any of its net investment income or net realized capital gains that are
distributed to shareholders.

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

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

B-39
<PAGE>

declared.

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

If a Fund engages in hedging transactions, including hedging transactions
in options, futures contracts, and straddles, or other similar transactions,
it will be subject to special tax rules (including constructive sale,
mark-to-market, straddle, wash sale, and short sale rules), the effect of
which may be to accelerate income to the Fund, defer losses to the Fund,
cause adjustments in the holding periods of the Fund's securities, or convert
short-term capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of distributions to
shareholders. Each Fund will endeavor to make any available elections
pertaining to such transactions in a manner believed to be in the best
interests of the Fund.

A Fund's transactions in foreign currencies, foreign
currency-denominated debt securities and certain foreign currency options,
futures contracts and forward contracts (and similar instruments) may give
rise to ordinary income or loss to the extent such income or loss results
from fluctuations in the value of the foreign currency concerned.

A Fund's transactions in foreign currency-denominated debt instruments
and its hedging activities will likely produce a difference between its book
income and its taxable income. This difference may cause a portion of the
Fund's distributions of book income to constitute returns of capital for tax
purposes or require the Fund to make distributions exceeding book income in
order to permit the Fund to continue to qualify, and be taxed under
Subchapter M of the Code, as a regulated investment company.

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

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

The IRS recently revised its regulations affecting the application to
foreign investors of the back-up withholding and withholding tax rules
described above. The new regulations will generally be effective for payments
made on or after January 1, 1999 (although transition rules will apply). In
some circumstances, the new rules will increase the certification and filing
requirements imposed on foreign investors in order to qualify for exemption
from 31% back-up withholding tax and for reduced withholding tax rates under
income tax treaties. Foreign investors in each Fund should consult their tax
advisors with respect to the potential application of these new regulations.

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

HOW PERFORMANCE IS DETERMINED

STANDARDIZED PERFORMANCE INFORMATION

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

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

B-40
<PAGE>

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

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

PERFORMANCE INFORMATION

The average annual total returns of the Class A shares of each of the Funds
for the periods indicated through December 31, 1997 are set forth below.
<TABLE>

<S> <C>
CONTRARIAN FUND-TM-
Year ended December 31, 1997 (29.51)%
From inception (6/30/93) through December 31, 1997 3.86%

DEVELOPING COUNTRIES FUND
Year ended December 31, 1997 (15.27)%
From inception (5/2/94) through December 31, 1997 (4.81)%

DIVERSIFIED GROWTH FUND
Year ended December 31, 1997 29.45%
From inception (8/1/96) through December 31, 1997 39.82%

EMERGING GROWTH FUND
Year ended December 31, 1997 18.54%
Five years ended December 31, 1997 14.94%
Ten years ended December 31, 1997 18.80%

GLOBAL LOW-PRICED STOCK FUND
Year ended December 31, 1997 (13.54)%
From inception (11/15/95) through December 31, 1997 7.61%

GLOBAL NATURAL RESOURCES FUND
Year ended December 31, 1997 (17.14)%
From inception (11/15/95) through December 31, 1997 8.26%

GLOBAL VALUE FUND
From inception (4/1/97) through December 31, 1997 19.97%

GROWTH & INCOME FUND
Year ended December 31, 1997 22.40%
From inception (7/12/95) through December 31, 1997 24.16%

INFORMATION AGE FUND-TM-
Year ended December 31, 1997 6.15%
From inception (11/15/95) through December 31, 1997 11.09%

MICROCAP GROWTH FUND
Year ended December 31, 1997 30.45%
From inception (8/15/96) through December 31, 1997 29.96%

PARTNERS FUND
Year ended December 31, 1997 18.08%
From inception (7/12/95) through December 31, 1997 25.56%

</TABLE>

B-41
<PAGE>

<TABLE>

<S> <C>

VALUE + GROWTH
Year ended December 31, 1997 13.81%
Five years ended December 31, 1997 22.64%
From inception (5/12/92) through December 31, 1997 21.87%

</TABLE>

The total returns of the Class C shares of each of the Funds for the periods
indicated through December 31, 1997 are set forth below.

<TABLE>
<S> <C>
CONTRARIAN FUND-TM-
From inception (4/14/97) through December 31, 1997 (29.32)%

DEVELOPING COUNTRIES FUND
From inception (5/8/97) through December 31, 1997 (16.01)%

DIVERSIFIED GROWTH FUND
From inception (9/10/97) through December 31, 1997 0.10%

EMERGING GROWTH FUND
From inception (5/8/97) through December 31, 1997 23.80%

GLOBAL LOW-PRICED STOCK FUND
From inception (5/20/97) through December 31, 1997 (14.93)%

GLOBAL NATURAL RESOURCES FUND
From inception (7/30/97) through December 31, 1997 (14.98)%

GLOBAL VALUE FUND
From inception (6/30/97) through December 31, 1997 10.15%

GROWTH & INCOME FUND
From inception (5/9/97) through December 31, 1997 19.16%

INFORMATION AGE FUND-TM-
From inception (7/11/97) through December 31, 1997 (10.44)%

MICROCAP GROWTH FUND
From inception (6/18/97) through December 31, 1997 15.83%

PARTNERS FUND
From inception (4/14/97) through December 31, 1997 17.00%

VALUE + GROWTH
From inception (5/28/97) through December 31, 1997 (2.50)%

</TABLE>

B-42
<PAGE>

NON-STANDARDIZED TOTAL RETURN INFORMATION

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

INDICES AND PUBLICATIONS

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

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

RELATIVE VOLATILITY - BETA

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

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

n _ _
sigma R R - nR R
FT MT F M

beta = --------------------
n 2 _2
sigma R - nR
MT M

Where: n = number of months measured

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

R = rate of return on the market index, I.E., the S&P 500,
MT in month T

B-43
<PAGE>

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

ADDITIONAL INFORMATION
GENERAL

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

TRANSFER AGENT AND CUSTODIAN

State Street Bank and Trust Company, c/o National Financial Data Services,
at P.O. Box 419717, Kansas City, MO 64141, serves as the Funds' transfer agent.
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, serves as the Funds' Custodian. As transfer agent, State Street Bank and
Trust Company maintains records of shareholder accounts, processes purchases and
redemptions of shares, acts as dividend and distribution disbursing agent, and
performs other related shareholder functions. As custodian, it and
subcustodians approved by the Board of Trustees hold the securities in the
Funds' portfolios and other assets for safekeeping. The Transfer Agent and
Custodian do not participate in making investment decisions for the Funds.

INDEPENDENT ACCOUNTANTS

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

SHAREHOLDER LIABILITY

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

OTHER INFORMATION

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

B-44
<PAGE>

APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

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

S&P'S RATINGS

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

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

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

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

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

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

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

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

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

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

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

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

B-45
<PAGE>

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

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

MOODY'S RATINGS

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

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

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

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

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

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

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

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

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

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

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FITCH RATINGS

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

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

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

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

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

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

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

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

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

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

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

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FINANCIAL STATEMENTS

The financial statements, financial highlights, and Independent Auditors'
reports included in the Annual Reports for the Funds' fiscal year ended December
31, 1997 and filed electronically on February 27, 1998 (File No.
811-5159), are incorporated by reference into this Statement of Additional
Information.

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