<PAGE>
As filed with the Securities and Exchange Commission on March 20, 1998
Registration No. 33-
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811-5159
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
---
[ ] Post-Effective Amendment No.
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ROBERTSON STEPHENS INVESTMENT TRUST
(Exact name of Registrant as Specified in Charter)
555 California Street
San Francisco, California 94104
(Address of Principal Executive Offices)
(800) 766-3863
(Area Code and Telephone Number)
------------
Andrew P. Pilara, Jr.
c/o BancAmerica Robertson Stephens
555 California Street
San Francisco, California 94104
(Name and Address of Agent for Service)
Copies to:
Timothy W. Diggins, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624
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Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
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It is proposed that this filing will become effective on April 19, 1998
pursuant to Rule 488.
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The Registrant has registered an indefinite number of its shares of
beneficial interest, pursuant to Rule 24f-2 under the Investment Company Act of
1940. In reliance upon Rule 24f-2, no filing fee is being paid at this time.
The Registrant expects to file a Form 24f-2 in March 1998 for the fiscal year
ended December 31, 1997.
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
Cross-Reference Sheet
as required by Rule 481(a)
FORM N-14 ITEM CAPTION IN PROSPECTUS/PROXY STATEMENT
1 Cross-Reference Sheet; Outside Front Cover of Prospectus
2 Outside Back Cover Page of Prospectus; Table of Contents
3 Overview of the Merger; Risk Factors
4 Approval or Disapproval of Agreement and Plan of
Reorganization
5, 6 Information about the Funds
7 Voting Information
8, 9 Not Applicable
FORM N-14 ITEM CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
10 Cover Page
11 Table of Contents
12, 13 Additional Information about the Acquiring and Acquired
Funds
14 Financial Statements
FORM N-14 ITEM CAPTION IN PART C
15 Indemnification
16 Exhibits
17 Undertakings
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
April , 1998
DEAR SHAREHOLDER:
You are cordially invited to attend a Meeting of shareholders of the
Robertson Stephens Global Low-Priced Stock Fund, a series of Robertson Stephens
Investment Trust, to be held on [day], May , 1998, at 8:30 a.m., San Francisco
time, at the offices of the Trust at 555 California Street, Floor, San
Francisco, California. At the Meeting, shareholders will be asked to vote on a
proposed merger of the Global Low-Priced Stock Fund into the Robertson Stephens
Partners Fund, also a series of the Trust. Each share of the Global Low-Priced
Stock Fund would be exchanged at net asset value for shares of the Partners
Fund.
Although the Trustees would like very much to have each shareholder attend
the Meeting, they realize that this is not possible. Whether or not you plan to
be present at the Meeting, your vote is needed. PLEASE COMPLETE, SIGN, AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR
THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your proxy card so
your shares may be voted at the Meeting.
Sincerely yours,
Andrew P. Pilara, Jr.
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
GLOBAL LOW-PRICED STOCK FUND
---------------------
NOTICE OF MEETING OF SHAREHOLDERS
APRIL , 1998
------------------------
To the Shareholders:
Notice is hereby given that a Meeting of shareholders of the Robertson
Stephens Global Low-Priced Stock Fund (the "Low-Priced Stock Fund"), a series of
Robertson Stephens Investment Trust (the "Trust"), will be held at 555
California Street, [Floor], San Francisco, California, on May , 1998 at 8:30
a.m., San Francisco time, for the following purposes:
1. To approve or disapprove an Agreement and Plan of Reorganization
providing for the transfer of all of the assets of the Low-Priced Stock
Fund to the Robertson Stephens Partners Fund (the "Partners Fund"),
another series of the Trust, in exchange for shares of the Partners Fund
and the assumption by the Partners Fund of all of the liabilities of the
Low-Priced Stock Fund, and the distribution of such shares to the
shareholders of the Low-Priced Stock Fund in complete liquidation of the
Low-Priced Stock Fund.
2. To consider such other business as may properly come before the meeting.
Shareholders of record as of the close of business on April , 1998 are
entitled to notice of, and to vote at, the meeting.
By order of the Board of Trustees
DANA K. WELCH
SECRETARY
April , 1998
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
PROSPECTUS/PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
OVERVIEW OF THE MERGER.................................................... 3
RISK FACTORS.............................................................. 7
MEETING OF SHAREHOLDERS................................................... 11
APPROVAL OR DISAPPROVAL OF AGREEMENT AND PLAN
OF REORGANIZATION....................................................... 11
INFORMATION ABOUT THE FUNDS............................................... 18
VOTING INFORMATION........................................................ 18
</TABLE>
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
1-800-766-FUND
GLOBAL LOW-PRICED STOCK FUND
---------------------
PROSPECTUS/PROXY STATEMENT
---------------------
APRIL , 1998
This Prospectus/Proxy Statement relates to the proposed merger (the
"Merger") of the Robertson Stephens Global Low-Priced Stock Fund (the
"Low-Priced Stock Fund"), a series of the Robertson Stephens Investment Trust
(the "Trust"), into the Robertson Stephens Partners Fund (the "Partners Fund"),
another series of the Trust. The Merger is to be effected through the transfer
of all of the assets of the Low-Priced Stock Fund to the Partners Fund in
exchange for shares of beneficial interest of the Partners Fund (the "Merger
Shares") and the assumption by the Partners Fund of all of the liabilities of
the Low-Priced Stock Fund, followed by the distribution of the Merger Shares to
the shareholders of the Low-Priced Stock Fund in liquidation of the Low-Priced
Stock Fund. As a result of the proposed Merger, each shareholder of the
Low-Priced Stock Fund will receive in exchange for his or her Low-Priced Stock
Fund shares a number of Partners Fund shares equal in value at the date of the
exchange to the aggregate value of the shareholder's Low-Priced Stock Fund
shares.
Because shareholders of the Low-Priced Stock Fund are being asked to approve
a transaction which will result in their receiving shares of the Partners Fund,
this Proxy Statement also serves as a Prospectus for the Merger Shares of the
Partners Fund.
The Partners Fund's investment objective is long-term growth. It pursues
this objective by employing a value methodology to invest in equity securities
primarily of companies with market capitalizations of up to $1 billion. The
Partners Fund is a "non-diversified" mutual fund.
THIS PROSPECTUS/PROXY STATEMENT EXPLAINS CONCISELY WHAT YOU SHOULD KNOW
BEFORE INVESTING IN THE PARTNERS FUND. PLEASE READ IT AND KEEP IT FOR FUTURE
REFERENCE.
This Prospectus/Proxy Statement is accompanied by a current Prospectus of
the Trust dated March 1, 1998 for the Fund's Class A or Class C Shares, as
amended or supplemented from time to time (each, a "Prospectus"). The
information regarding the Low-Priced Stock Fund and the Partners Fund contained
in the Prospectus accompanying this Prospectus/Proxy Statement is incorporated
into this Prospectus/Proxy Statement by reference. The Low-Priced Stock Fund and
the Partners Fund are sometimes referred to in this Prospectus/Proxy Statement
individually as a "Fund" and collectively as the "Funds."
The following documents have been filed with the Securities and Exchange
Commission (the "SEC") and are also incorporated into this Prospectus/Proxy
Statement by reference: (i) the financial statements and report of independent
accountants contained in the Annual Report to Shareholders of the Low-Priced
1
<PAGE>
Stock Fund for the year ended December 31, 1997 and the financial statements and
report of independent accountants contained in the Annual Report to Shareholders
of the Partners Fund for the year ended December 31, 1997 (collectively, the
"Annual Reports"); (ii) the current Statement of Additional Information of the
Trust, dated March 1, 1998, as amended or supplemented from time to time (the
"SAI"), and (iii) a Statement of Additional Information dated April __, 1998
relating to the transaction described in this Prospectus/Proxy Statement (the
"Merger SAI").
For a free copy of any or all of the Prospectus, Annual Reports, SAI, or
Merger SAI referred to above, please call 1-800-766-FUND or write to the Trust
at the address appearing above.
THE SECURITIES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/ PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SHARES OF THE FUNDS 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.
2
<PAGE>
OVERVIEW OF THE MERGER
PROPOSED TRANSACTION
The Trustees of the Trust have unanimously approved an Agreement and Plan of
Reorganization between the Low-Priced Stock Fund and the Partners Fund (the
"Agreement"), which is attached to this Prospectus/Proxy statement as APPENDIX
A. Pursuant to the terms of the Agreement, the Low-Priced Stock Fund will
receive a number of Class A and Class C shares of the Partners Fund (the "Merger
Shares") equal in value to the value of the net assets of the Low-Priced Stock
Fund being transferred and attributable to the Class A and Class C shares,
respectively, of the Low-Priced Stock Fund. Following the transfer, (i) the
Low-Priced Stock Fund will distribute to each of its Class A and Class C
shareholders a number of full and fractional Class A and Class C Merger Shares
of the Partners Fund equal in value to the aggregate value of that shareholder's
Class A and/or Class C Low-Priced Stock Fund shares, as the case may be, and
(ii) the Low-Priced Stock Fund will be liquidated.
The Class A and Class C shares of the Partners Fund have substantially
identical characteristics to the corresponding classes of shares of the
Low-Priced Stock Fund. Class A shares are sold at net asset value, without an
initial sales charge imposed by the Fund, and are subject to a distribution fee
at an annual rate of 0.25% of the average daily net assets attributable to the
Fund's Class A shares. Class A shares are not subject to a contingent deferred
sales charge (a "CDSC"). Class C shares are sold at net asset value, without an
initial sales charge imposed by the Fund, but are subject to a 1.00% CDSC if
redeemed within one year after purchase. In addition, Class C shares of a Fund
are subject to a distribution fee at an annual rate of 0.75% of the average
daily net assets of the Fund attributable to its Class C shares. The Class C
Distribution Plan for each Fund permits payment under the Plan at an annual rate
of up to 1.00% of the Fund's average daily net assets attributable to its Class
C shares. The Class C shares of each Fund are also subject to a shareholder
servicing fee at an annual rate of 0.25% of the Fund's average daily net assets
attributable to its Class C shares. No CDSC will apply in connection with the
Merger. However, the Class C Merger Shares will be subject to a CDSC to the same
extent as were the Class C Low-Priced Stock Fund shares in respect of which they
are issued. For the purposes of computing the CDSC, if any, payable on
redemption of Class C Merger Shares, the Merger Shares will be treated as having
been purchased as of the same date as the Class C Low-Priced Stock Fund shares
in respect of which the Merger Shares were issued.
The Trustees unanimously recommend that shareholders of the Low-Priced Stock
Fund approve the Merger because it offers shareholders the opportunity to pursue
a similar investment program in a larger fund, with potentially reduced
operating expenses. See "Operating Expenses" below and "Approval or Disapproval
of Agreement and Plan of Reorganization--Background and Reasons for the Proposed
Merger."
OPERATING EXPENSES
The following tables summarize a shareholder's maximum transaction costs
from investing in shares of each Fund and expenses incurred by each Fund in its
fiscal year ended December 31, 1997. The expenses shown for the Partners Fund
are based on the expenses the Partners Fund incurred in its fiscal year ended
December 31, 1997, but have been restated to give effect on a pro forma combined
basis to the proposed Merger, as if the Merger had occurred as of January 1,
1997. Expenses shown for the Low-Priced Stock Fund reflect an expense limitation
currently in effect; there is no assurance that the limitation will continue in
effect in the future. The tables are provided to help explain a shareholder's
share of the operating expenses which each Fund incurs. The examples which
follow show the estimated cumulative expenses
3
<PAGE>
attributable to a hypothetical $1,000 investment in the Low-Priced Stock Fund
and the Partners Fund, over specified periods.
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES LOW-PRICED STOCK FUND PARTNERS FUND
<S> <C> <C>
- - -----------------------------------------------------------------------------------------------------------------
CLASS A SHARES
Maximum Sales Load Imposed on Purchases.................... None None
Maximum Sales Load Imposed on Reinvested Dividends......... None None
Deferred Sales Load........................................ None None
Redemption Fee*............................................ None None
Exchange Fee............................................... None None
- - -------------------------------------------------------------------------------------------
CLASS C SHARES
Maximum Sales Load Imposed on Purchases.................... None None
Maximum Sales Load Imposed on Reinvested Dividends......... None None
Redemption Fee*............................................ None None
Exchange Fee............................................... None None
Contingent Deferred Sales Charge 1.0% in the first year; 1.0% in the first year;
(as a percentage of offering price)...................... eliminated thereafter 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 net assets) LOW-PRICED STOCK FUND PARTNERS FUND
<S> <C> <C>
- - ------------------------------------------------------------------------------------------------------------------
CLASS A SHARES
Management Fees.......................................................... 1.00% 1.25%
Rule 12b-1 Expenses...................................................... 0.25% 0.25%
Other Expenses........................................................... 0.70%* 0.28%
--- ---
Total Fund Operating Expenses............................................ 1.95%* 1.78%
- - -------------------------------------------------------------------------------------------
CLASS C SHARES
Management Fees.......................................................... 1.00% 1.25%
Rule 12b-1 Expenses...................................................... 0.75% 0.75%
Shareholder Service Fee.................................................. 0.25% 0.25%
Other Expenses........................................................... 0.45%* 0.28%
--- ---
Total Fund Operating Expenses............................................ 2.45%* 2.53%
- - -------------------------------------------------------------------------------------------
</TABLE>
* Reflecting voluntary expense limitations.
4
<PAGE>
An investment of $1,000 would incur the following expenses, assuming 5%
annual return and redemption at the end of each period:
<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- - ------------------------------------------------------------------------------------------------------------------
CLASS A
Low-Priced Stock Fund...................................................... $ 20 $ 61 $ 105 $ 227
Partners Fund.............................................................. $ 18 $ 56 $ 96 $ 209
- - -------------------------------------------------------------------------------------------
CLASS C (assuming redemption at end of period)(1)
Low-Priced Stock Fund...................................................... $ 35 $ 76 $ 130 $ 278
Partners Fund.............................................................. $ 36 $ 79 $ 134 $ 285
- - -------------------------------------------------------------------------------------------
</TABLE>
(1) Assumes deduction of applicable CDSC.
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 Low-Priced Stock Fund reflect
voluntary expense limitations currently in effect. In the absence of those
limitations, Other Expenses and Total Fund Operating Expenses, respectively, of
the Low-Priced Stock Fund would be 1.35% and 2.60% for the Fund's Class A shares
and 1.10% and 3.10% for the Fund's Class C shares. 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.
FEDERAL INCOME TAX CONSEQUENCES
The Low-Priced Stock Fund expects that the Merger will be a tax-free
reorganization for federal income tax purposes, and consequently that no gain or
loss will be recognized by the Low-Priced Stock Fund or its shareholders as a
result of the Merger, and the tax basis of the Merger Shares received by each
Low-Priced Stock Fund shareholder will be the same as the tax basis of the
shareholder's Low-Priced Stock Fund shares. See "Information About the
Merger--Federal Income Tax Consequences."
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
The investment objective of both Funds is long-term growth. Robertson,
Stephens Investment Management, L.P. ("RSIM") currently serves as investment
adviser to both Funds. The investment objectives, policies, and restrictions of
the Funds and certain differences between them are summarized below. For a more
detailed description of the investment techniques used by the Funds, please see
the accompanying Prospectus, as well as the SAI and the Merger SAI.
The investment objective of both Funds is long-term growth. The Partners
Fund employs 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 Partners Fund, RSIM: (i) performs
fundamental research focusing on business analysis; (ii) observes how management
allocates capital; (iii) strives to understand the unit economics of the
business of the company; (iv) keys on the cash flow rate of return on capital
employed; (v) discerns the sources and uses of cash; (vi) considers how
management is compensated; and (vii) asks how the stock market is pricing the
entire company. The Partners Fund is a non-diversified mutual fund. See "Risk
Factors--Non-Diversification and Sector Concentration".
The Low-Priced Stock Fund is a diversified mutual fund that invests in
"low-priced" stocks (prices no greater than $10 per share) of companies
worldwide that have future growth potential, but are overlooked
5
<PAGE>
or underappreciated by other investors. In selecting investments for the
Low-Priced Stock Fund, RSIM searches for undervalued companies that have
long-term growth prospects. Such companies include attractively priced
businesses that have not yet been discovered by other investors, previously
out-of-favor companies with growth potential due to changing circumstances,
companies that have declined in value and no longer command an investor
following, and companies temporarily out of favor due to short-term factors. In
selecting securities for the Low-Priced Stock Fund's portfolio, RSIM uses a
"bottom-up" analysis, looking at companies of all sizes, and in all industries
and geographical markets. RSIM focuses on a company's financial condition,
profitability prospects, and capital needs going forward. The Low-Priced Stock
Fund may engage in short sales, subject to certain limitations. See "Risk
Factors--Short Sales."
Although both Funds seek to invest principally in common stocks, they may
also invest any portion of their assets in preferred stocks, warrants, and debt
securities if RSIM believes they would help achieve the Fund's objective. Both
Funds may also invest in options and futures, index options and futures, and a
variety of other derivative instruments. See the Prospectus, the SAI, and the
Merger SAI. Both Funds invest in smaller companies, which may present greater
opportunities for investment return than do larger companies, but may also
involve greater risks. Such companies may have limited product lines, markets,
or financial resources, or may depend on a limited management group. Their
securities may trade less frequently and in limited volume. As a result, the
prices of these securities may fluctuate more than prices of securities of
larger, more widely traded companies. See "Risk Factors--Investments in smaller
companies," below.
The Partners Fund may invest without limit in foreign securities, and may,
at times, invest all or most of its assets in securities of U.S. issuers. The
Low-Priced Stock Fund may also invest without limit in foreign securities and
will normally invest in securities of issuers located in at least three
countries, one of which may be the United States.
The Low-Priced Stock Fund is managed by a team of professionals at RSIM.
Andrew P. Pilara, Jr., the President and a Trustee of the Trust, is primarily
responsible for the day-to-day management of the Partners Fund.
COMPARISON OF DISTRIBUTION POLICIES AND PURCHASE, EXCHANGE, AND REDEMPTION
PROCEDURES
The Funds have substantially the same procedures for purchasing shares. The
Funds offer two classes of shares, Classes A and C, to the general public.
Neither Fund imposes an initial sales charge, although Class A shares of each
Fund are subject to a distribution fee at an annual rate of 0.25% of the average
daily net assets of the Fund attributable to its Class A shares, and Class C
shares are subject to a current distribution fee at an annual rate of 0.75% of
the average daily net assets of the Fund attributable to its Class C shares
(although the Distribution Plans relating to the Class C shares contemplate
payments at a rate of up to 1.00% of the average daily net assets attributable
to Class C shares). The Class C shares of each Fund are also subject to a
shareholder servicing fee at an annual rate of 0.25% of the average daily net
assets of the Fund attributable to its Class C shares.
Shares of each Fund can be exchanged at net asset value for shares of the
same class of any other fund offered by the Trust, subject to certain investment
minimums.
Redemption procedures for the Funds are also substantially identical. Shares
of a Fund may be redeemed on any day the New York Stock Exchange is open at
their net asset value next determined after receipt of the redemption request,
less any applicable CDSC. Shares can be redeemed through participating financial
institutions, by calling or submitting a written redemption request directly to
the Fund's transfer agent (for non-broker accounts) or through Autosell (an
automated system enabling electronic fund transfers to be made directly between
a shareholder's Fund account and bank account).
6
<PAGE>
RISK FACTORS
Certain risks associated with an investment in the Partners Fund are
summarized below. The Partners Fund shares a number of investment policies with
the Low-Priced Stock Fund as described more fully above under "Overview of
Merger--Comparison of Investment Objectives, Policies and Restrictions." Many of
the risks of an investment in the Partners Fund are substantially similar to the
risks of an investment in the Low-Priced Stock Fund. A more detailed description
of certain of the risks associated with an investment in the Partners Fund may
be found in the Prospectus under the caption "Other Investment Practices and
Risk Considerations" and in the SAI.
The values of all securities and other instruments held by the Partners
Funds vary from time to time in response to a wide variety of market factors.
Consequently, the net asset value per share of the Partners Fund will vary so
that an investor's shares, when redeemed, may be worth more or less than the
amount invested.
INVESTMENTS IN SMALLER COMPANIES. Each Fund may invest a substantial
portion of its assets in securities issued by small companies. Such companies
may offer greater opportunities for capital appreciation than larger companies,
but investments in such companies may involve certain special risks. Such
companies may have limited product lines, markets, or financial resources and
may be dependent on a limited management group. While the markets in securities
of such companies have grown rapidly in recent years, such securities may trade
less frequently and in smaller volume than more widely held securities. The
values of these securities may fluctuate more sharply than those of other
securities, and a Fund may experience some difficulty in establishing or closing
out positions in these securities at prevailing market prices. There may be less
publicly available information about the issuers of these securities or less
market interest in such securities than in the case of larger 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 RSIM would otherwise have sold the security. It
is possible that RSIM 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. The Low-Priced Stock Fund, but not the Partners Fund, may
engage in short sales. When RSIM 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. The Low-Priced Stock 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 the Low-Priced Stock 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 the Fund will be able to close out the position at any particular time or
at an acceptable price. The Low-Priced Stock Fund will only enter into short
sales on securities which it owns, for hedging purposes. The Partners Fund may
not engage in short sales.
FOREIGN SECURITIES. Both 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
7
<PAGE>
may be affected favorably or unfavorably by currency exchange rates and exchange
control regulations. There may be less information publicly available about a
foreign company than about a U.S. company, and foreign companies are not
generally subject to accounting, auditing, and financial reporting standards and
practices comparable to those in the United States. The securities of some
foreign companies are less liquid and at times more volatile than securities of
comparable U.S. companies. Foreign brokerage commissions and other fees are also
generally higher than in the United States. Foreign settlement procedures and
trade regulations may involve certain risks (such as delay in payment or
delivery of securities or in the recovery of a Fund's assets held abroad) and
expenses not present in the settlement of domestic investments.
In addition, there may be a possibility of nationalization or expropriation
of assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability, and diplomatic developments that could
affect the value of a Fund's investments in certain foreign countries. Legal
remedies available to investors in certain foreign countries may be more limited
than those available with respect to investments in the United States or in
other foreign countries. In the case of securities issued by a foreign
governmental entity, the issuer may in certain circumstances be unable or
unwilling to meet its obligations on the securities in accordance with their
terms, and a Fund may have limited recourse available to it in the event of
default. The laws of some foreign countries may limit a Fund's ability to invest
in securities of certain issuers located in those foreign countries. Special tax
considerations apply to foreign securities. A Fund may buy or sell foreign
currencies and options and futures contracts on foreign currencies for hedging
purposes in connection with its foreign investments. Except as otherwise
provided in the 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. 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 RSIM believes investing in such securities might help achieve the
Fund's objective. The Partners Fund may invest without limit in debt securities
and other fixed-income securities. The Low-Priced Stock Fund may invest in debt
securities to the extent consistent with its investment policies, although RSIM
expects that under normal circumstances the Low-Priced Stock Fund would not
likely invest a substantial portion of its assets in debt securities.
The Funds will invest only in securities rated "investment grade" or
considered by RSIM 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
8
<PAGE>
higher-rated securities. Descriptions of the securities ratings assigned by
Moody's and Standard & Poor's are set out in the SAI.
Both Funds may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero-coupon bonds are issued at a significant discount
from face value and pay interest only at maturity rather than at intervals
during the life of the security. Payment-in-kind bonds allow the issuer, at its
option, to make current interest payments on the bonds either in cash or in
additional bonds. The values of zero-coupon bonds and payment-in-kind bonds are
subject to greater fluctuation in response to changes in market interest rates
than bonds which pay interest currently, and may involve greater credit risk
than such bonds.
A Fund will not necessarily dispose of a security when its debt rating is
reduced below its rating at the time of purchase, although RSIM 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.
OPTIONS AND FUTURES. Both Funds 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 SAI.
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 SAI.
INDEX FUTURES AND OPTIONS. The Funds may buy and sell index futures
contracts ("index futures") and options on index futures and on indices (or may
purchase investments whose values are based on the value from time to time of
one or more securities indices) for hedging purposes. An index future is a
contract to buy or sell units of a particular bond or stock index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index futures or
option transaction, the Fund realizes a gain or loss. A Fund may also buy and
sell index futures and options to increase its investment return.
RISKS RELATED TO OPTIONS AND FUTURES STRATEGIES. Options and futures
transactions involve costs and may result in losses. Certain risks arise because
of the possibility of imperfect correlations between movements in the prices of
futures and options and movements in the prices of the underlying security or
index of the securities held by a Fund that are the subject of a hedge. The
successful use by a Fund of the strategies described above further depends on
the ability of RSIM 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 RSIM
believes that a liquid secondary market exists for such option or futures
contract, there can be no assurance that a Fund will be able to effect closing
transactions at any particular time or at an acceptable price. Certain
provisions of the Internal Revenue Code may limit a Fund's ability to engage in
options and futures transactions.
9
<PAGE>
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 RSIM, the pricing mechanism and liquidity of the
over-the-counter markets are satisfactory and the participants are responsible
parties likely to meet their obligations.
A Fund will not purchase futures or options on futures or sell futures if,
as a result, the sum of the initial margin deposits on the Fund's existing
futures positions and premiums paid for outstanding options on futures contracts
would exceed 5% of the Fund's assets. (For options that are "in-the-money" at
the time of purchase, the amount by which the option is "in-the-money" is
excluded from this calculation.)
NON-DIVERSIFICATION AND SECTOR CONCENTRATION. The Partners Fund is a
"non-diversified" investment company, and may invest its assets in a more
limited number of issuers than may other investment companies. Under the
Internal Revenue Code, an investment company, including a non-diversified
investment company, generally may not invest more than 25% of its assets in
obligations of any one issuer other than U.S. Government obligations and, with
respect to 50% of its total assets, 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, the Partners Fund may invest up to 25% of its total assets in
the securities of each of any two issuers. This practice involves an increased
risk of loss to the Fund if the market value of a security should decline or its
issuer were otherwise not to meet its obligations.
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 RSIM 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.
SECURITIES LOANS AND REPURCHASE AGREEMENTS. Both 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, RSIM may judge that market conditions make
pursuing a Fund's basic investment strategy inconsistent with the best interests
of its shareholders. At such times, RSIM 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 RSIM 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
10
<PAGE>
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 rate
for the Low-Priced Stock Fund during its fiscal year ended December 31, 1997 was
65% and the rate for the Partners Fund for the year was 78%.
MEETING OF SHAREHOLDERS
This Prospectus/Proxy Statement is furnished in connection with a meeting of
Low-Priced Stock Fund shareholders to be held on May , 1998 or at such later
time made necessary by adjournment (the "Meeting"), and the solicitation of
proxies by and on behalf of the Trustees of the Trust for use at the Meeting.
The Meeting is being held to consider the proposed Merger of the Low-Priced
Stock Fund and the Partners Fund by the transfer of all of the Low-Priced Stock
Fund's assets and liabilities to the Partners Fund. This Prospectus/Proxy
Statement and the enclosed form of proxy are being mailed to shareholders on or
about April , 1998.
The Trustees of the Trust know of no matters other than those set forth
herein to be brought before the Meeting. If, however, any other matters properly
come before the Meeting, it is the Trustees' intention that proxies will be
voted on such matters in accordance with the judgment of the persons named in
the enclosed form of proxy.
APPROVAL OR DISAPPROVAL OF AGREEMENT AND PLAN OF
REORGANIZATION
SUMMARY OF PROPOSAL
The shareholders of the Low-Priced Stock Fund are being asked to approve or
disapprove the Merger between the Low-Priced Stock Fund and the Partners Fund.
The Merger is proposed to take place pursuant to the Agreement and Plan of
Reorganization between the Low-Priced Stock Fund and the Partners Fund (the
"Agreement"), the form of which is attached to this Prospectus/Proxy Statement
as APPENDIX A.
The Agreement provides, among other things, for the transfer of all of the
assets of the Low-Priced Stock Fund to the Partners Fund in exchange for (i) the
assumption by the Partners Fund of all of the liabilities of the Low-Priced
Stock Fund and (ii) the issuance to the Low-Priced Stock Fund of the Class A and
Class C Merger Shares, the number of which will be calculated based upon the
value of the net assets attributable to the Class A and Class C shares,
respectively, of the Low-Priced Stock Fund acquired by the Partners Fund and the
net asset value per Class A and Class C share of the Partners Fund, all as more
fully described below under "Information About the Merger."
After receipt of the Merger Shares, the Low-Priced Stock Fund will cause the
Class A Merger Shares to be distributed to its Class A shareholders and the
Class C Merger Shares to be distributed to its Class C shareholders in complete
liquidation of the Low-Priced Stock Fund. Each shareholder of the Low-Priced
Stock Fund will receive a number of full and fractional Class A or Class C
Merger Shares equal in value at the date of the exchange to the aggregate value
of the shareholder's Class A or Class C Low-Priced Stock Fund shares, as the
case may be.
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<PAGE>
TRUSTEES' RECOMMENDATIONS. The Trustees of the Trust have voted unanimously
to approve the proposed Merger by and between the Low-Priced Stock Fund and the
Partners Fund and to recommend that shareholders of the Low-Priced Stock Fund
also approve the Merger for such Fund.
REQUIRED SHAREHOLDER VOTE. Approval of the proposed Merger will require the
affirmative vote of a majority of the shares of the Low-Priced Stock Fund voting
at the Meeting if a quorum is present. Shares of the Low-Priced Stock Fund shall
vote together as a single class.
A shareholder of the Low-Priced Stock Fund objecting to the proposed Merger
is not entitled under either Massachusetts law or the Trust's Declaration of
Trust (the "Declaration of Trust") to demand payment for or an appraisal of his
or her Low-Priced Stock Fund shares if the Merger is consummated over his or her
objection. Shareholders may, however, redeem their shares at any time prior to
the Merger, and if the Merger is consummated, shareholders will still be free at
any time to redeem their Merger Shares, in each case for cash at net asset value
at the time of such redemption, less any applicable CDSC, or to exchange their
Merger Shares for shares of the same class of other funds offered by the Trust.
BACKGROUND AND REASONS FOR THE PROPOSED MERGER
The Trustees of the Trust, including the Trustees who are not "interested
persons" of the Trust within the meaning of the Investment Company Act of 1940,
as amended (the "Independent Trustees"), have determined that the Merger would
be in the best interests of each Fund, and that the interests of each Fund's
shareholders would not be diluted as a result of effecting the Merger. In
evaluating the proposed Merger, the Trustees considered the investment
objectives and policies, the asset size, the fee structures, and the operating
histories of both Funds. The Trustees also consulted with RSIM concerning the
anticipated impact that the Merger would have on the Funds and their
shareholders with respect to a variety of factors, including tax considerations.
In addition, the Trustees considered that the Low-Priced Stock Fund had
experienced significant redemptions during the past year, and that, in light of
its investment policies and its investment performance to date, the Fund was
unlikely under current market conditions to experience any substantial increase
in its size.
The principal reasons why the Trustees are recommending the Merger are as
follows:
ECONOMIES OF SCALE AT FUND LEVEL. The Trustees have determined that it is
in the best interests of the Low-Priced Stock Fund's shareholders to combine the
Low-Priced Stock Fund with the Partners Fund in order to increase the asset base
over which the Low-Priced Stock Fund's expenses will be spread. The increased
asset base is expected to result in aggregate operating expenses that would be
lower than those that will otherwise be borne by the Low-Priced Stock Fund.
APPROPRIATE INVESTMENT OBJECTIVES, DIVERSIFICATION, ETC. The investment
objective and policies of the Partners Fund are similar to those of the
Low-Priced Stock Fund, and the Trustees believe that an investment in shares of
the Partners Fund (whose portfolio will have been combined with that of the Low-
Priced Stock Fund) will provide shareholders with an investment opportunity
comparable to that currently afforded by the Low-Priced Stock Fund. Although the
Partners Fund may invest in companies without regard to their absolute share
prices, it invests primarily in smaller companies (with market capitalizations
of up to $1 billion); the Low-Priced Stock Fund, though not required to invest
in smaller companies, itself invests most of its assets in companies with market
capitalizations of less than $1 billion.
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<PAGE>
INFORMATION ABOUT THE MERGER
AGREEMENT AND PLAN OF REORGANIZATION. The proposed Agreement provides that
the Partners Fund will acquire all of the assets of the Low-Priced Stock Fund in
exchange for (i) the assumption by the Partners Fund of all of the liabilities
of the Low-Priced Stock Fund and (ii) the issuance of the Class A and Class C
Merger Shares, all as of the Exchange Date (defined in the Agreement to be May
, 1998 or such other date as may be agreed upon by the Funds). The following
discussion of the Agreement is qualified in its entirety by the full text of the
Agreement, the form of which is attached as APPENDIX A to this Prospectus/Proxy
Statement.
The Low-Priced Stock Fund will sell all of its assets to the Partners Fund.
In exchange, the Partners Fund will assume all of the liabilities of the
Low-Priced Stock Fund and deliver to the Low-Priced Stock Fund (i) a number of
full and fractional Class A Merger Shares having an aggregate net asset value
equal to the value of the assets of the Low-Priced Stock Fund attributable to
its Class A shares, less the value of the liabilities of the Low-Priced Stock
Fund assumed by the Partners Fund attributable to the Class A shares of the
Low-Priced Stock Fund, and (ii) a number of full and fractional Class C Merger
Shares having an aggregate net asset value equal to the value of the assets of
the Low-Priced Stock Fund attributable to its Class C shares, less the value of
the liabilities of the Low-Priced Stock Fund assumed by the Partners Fund
attributable to the Class C shares of the Low-Priced Stock Fund.
Immediately following the Exchange Date, the Low-Priced Stock Fund will
distribute pro rata to its shareholders of record as of the close of business on
the Exchange Date the full and fractional Merger Shares received by the
Low-Priced Stock Fund, with Class A Merger Shares being distributed to holders
of Class A shares of the Low-Priced Stock Fund and Class C Merger Shares being
distributed to holders of Class C shares of the Low-Priced Stock Fund. As a
result of the proposed transaction, each holder of Class A and Class C shares of
the Low-Priced Stock Fund will receive a number of Class A and Class C Merger
Shares equal in aggregate value at the Exchange Date to the value of the Class A
and Class C shares, respectively, of the Low-Priced Stock Fund held by the
shareholder. This distribution will be accomplished by the establishment of
accounts on the share records of the Partners Fund in the names of the
Low-Priced Stock Fund shareholders, each account representing the number of full
and fractional Class A and Class C Merger Shares due such shareholder.
Certificates for Merger Shares will not be issued.
The consummation of the Merger is subject to the conditions set forth in the
Agreement, any of which may be waived. The Agreement may be terminated and the
Merger abandoned at any time, before or after approval by the shareholders of
the Low-Priced Stock Fund, prior to the Exchange Date, by mutual consent of the
Funds or, if any condition set forth in the Agreement has not been fulfilled and
has not been waived by the party entitled to its benefits, by such party. The
Agreement provides that the Merger need not be consummated if the Trustees of
the Trust shall have concluded in good faith, prior to the Exchange Date, that
the Merger would not be in the best interests of the Low-Priced Stock Fund's
shareholders.
All legal and accounting fees and expenses, printing, filing and proxy
solicitation expenses, portfolio transfer taxes (if any), brokerage and similar
expenses and other fees and expenses incurred in connection with the
consummation of the transactions contemplated by the Agreement will be borne
equally by the Low-Priced Stock Fund and the Partners Fund.
Notwithstanding any of the foregoing, expenses will in any event be paid by
the party directly incurring such expenses if and to the extent that the payment
by any other party of such expenses would result in the
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<PAGE>
disqualification of the first party as a "regulated investment company" within
the meaning of Section 851 of the Internal Revenue Code of 1986, as amended (the
"Code").
DESCRIPTION OF THE MERGER SHARES. Full and fractional Merger Shares will be
issued to the Low-Priced Stock Fund's shareholders in accordance with the
procedure under the Agreement as described above. The Merger Shares are Class A
and Class C shares of the Partners Fund, which have characteristics identical to
those of the corresponding class of the Low-Priced Stock Fund with respect to
sales charges, CDSCs, and 12b-1 servicing and distribution fees.
The Partners Fund pays a management fee at an annual rate of 1.25% of
average daily net assets, compared with the 1.00% management fee of the
Low-Priced Stock Fund. However, the management fee paid by the Partners Fund
also compensates RSIM for administrative services performed by it. In contrast,
the Low-Priced Stock Fund pays a separate administrative services fee at annual
rate of 0.25% of the Fund's average daily net assets to RSIM pursuant to a
separate administrative services agreement. As a result, both Funds pay fees at
the same aggregate annual rate--1.25% of their respective average daily net
assets--to cover management and administrative services. See "Administrative
Arrangements" below.
Class A shares of the Partners Fund are sold at net asset value, without an
initial sales charge imposed by the Fund, and are subject to a distribution fee
at an annual rate of 0.25% of the Fund's average daily net assets attributable
to its Class A shares. Class A shares are not subject to a CDSC. Class C shares
of the Partners Fund are sold at net asset value, without an initial sales
charge imposed by the Fund, and are subject to a current distribution fee at an
annual rate of 0.75% of the average daily net assets of the Fund attributable to
its Class C shares (although the Distribution Plan relating to the Class C
shares contemplates payments at a rate of up to 1.00% of the average daily net
assets attributable to Class C shares). The Class C shares of the Fund are also
subject to a shareholder servicing fee at an annual rate of 0.25% of the average
daily net assets of the Fund attributable to its Class C shares. Class C shares
of the Partners Fund are subject to a 1.00% CDSC if redeemed within one year
after purchase. Shareholders redeeming Class C shares have a one-time right,
however, to reinvest within 90 days the redemption proceeds plus the CDSC paid,
if any, at the next determined net asset value. For the purposes of computing
the CDSC, if any, payable on redemption of Class C Merger Shares, the Merger
Shares will be treated as having been purchased as of the date that, and for the
price at which, the Class C Low-Priced Stock Fund shares exchanged for such
Merger Shares were purchased.
Both Class A and Class C shares of the Partners Fund are subject to a $9.00
fee charged for redemptions made by bank wire. In addition, shares of both
classes of the Partners Fund can be exchanged at net asset value for shares of
the same class of any other fund offered by the Trust, subject to certain
limitations set forth in the Prospectus.
ADMINISTRATIVE ARRANGEMENTS. The Low-Priced Stock Fund has entered into an
Administrative Services Agreement with RSIM pursuant to which RSIM continuously
provides business management services to the Fund and generally manages all of
the business and affairs of the Funds, subject to the general oversight of the
Trustees. The Fund pays RSIM a fee, calculated daily and payable monthly, at an
annual rate of 0.25% of its average daily net assets as compensation for the
services provided under the Administrative Services Agreement. The Partners Fund
receives administrative services from RSIM pursuant to its Investment Advisory
Agreement and is not subject to a separate administrative services arrangement.
During the 1997 fiscal year, the Low-Priced Stock Fund paid RSIM $67,074, for
services under the Administrative Services Agreement.
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<PAGE>
FEDERAL INCOME TAX CONSEQUENCES. The Merger is expected to be a tax-free
reorganization, in which case (i) under Section 361 of the Code, no gain or loss
will be recognized by the Low-Priced Stock Fund as a result of the
reorganization; (ii) under Section 354 of the Code, no gain or loss will be
recognized by shareholders of the Low-Priced Stock Fund on the distribution of
Merger Shares to them in exchange for their shares of the Low-Priced Stock Fund;
(iii) under Section 358 of the Code, the tax basis of the Merger Shares that the
Low-Priced Stock Fund's shareholders receive in place of their Low-Priced Stock
Fund shares will be the same as the basis of the Low-Priced Stock Fund shares
exchanged; (iv) under Section 1223(1) of the Code, a shareholder's holding
period for the Merger Shares received pursuant to the Agreement will be
determined by including the holding period for the Low-Priced Stock Fund shares
exchanged for the Merger Shares, provided that the shareholder held the
Low-Priced Stock Fund shares as a capital asset; (v) under Section 1032 of the
Code, no gain or loss will be recognized by the Partners Fund as a result of the
reorganization; (vi) under Section 362(b) of the Code, the Partners Fund's tax
basis in the assets that the Partners Fund receives from the Low-Priced Stock
Fund will be the same as the Low-Priced Stock Fund's basis in such assets; and
(vii) under Section 1223(2) of the Code, the Partners Fund's holding period in
such assets will include the Low-Priced Stock Fund's holding period in such
assets. The treatment of the Merger as a tax-free reorganization is based in
part on the circumstances prevailing at the time of the Merger.
The federal income tax treatment of the Merger is not clear, however, and
the Internal Revenue Service may assert that it is a taxable reorganization. If
the Merger were treated as a taxable event, the Low-Priced Stock Fund would
recognize gain or loss on the sale of its assets to the Partners Fund, and
shareholders of the Low-Priced Stock Fund would recognize taxable gain or loss
on receipt of the Merger Shares equal to the difference between the net asset
value of the Partners Fund shares received and the shareholder's tax basis in
his or her Low-Priced Stock Fund shares. In particular, in such a case, the
Partners Fund's cost basis for each security acquired from the Low-Priced Stock
Fund in the Merger would be the fair market value of such security at the time
of the Merger (rather than the Low-Priced Stock Fund's cost basis), and as a
result of the Merger the Low-Priced Stock Fund's net unrealized losses and
capital loss carryforwards would not be available for use by either Fund. In
addition, "individuals" (as defined in the Code) would be able to use any
capital losses arising from the Merger to offset other realized capital gains or
to offset ordinary income in the current year up to $3,000, and would also be
able carry forward losses indefinitely to offset future realized capital gains,
and shareholders who are not "individuals" would be able to use realized capital
losses to offset realized capital gains in the current year and would also be
able to carry forward or carry back losses to offset future or past realized
gains. There can be no assurance that the Internal Revenue Service would not
prevail in the assertion that the Merger is a taxable transaction.
Because the Low-Priced Stock Fund's belief that the reorganization will be
tax-free is based in part on certain factors beyond its control and which cannot
yet be determined (including in particular shareholder redemption levels prior
to the Merger), it is possible that the Low-Priced Stock Fund itself will take
the position that the reorganization is taxable. You should consult your tax
adviser as to your precise tax consequences arising from the Merger. To receive
a written summary of your investment history call the Funds at 1-800-766-FUND.
The Low-Priced Stock Fund will distribute at the time of the Merger all of
the Low-Priced Stock Fund's net investment income (which includes short-term
capital gains) and net unrealized capital gains to its shareholders, including
gains recognized in connection with the Merger. As of December 31, 1997, the
Low-Priced Stock Fund's gross unrealized capital appreciation was $3,930,163 and
its gross unrealized
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<PAGE>
capital depreciation was $4,752,910. As a result, if the Merger had been
consummated on December 31, 1997, it is unlikely that the Low-Priced Stock Fund
would have been required to declare any significant capital gain distributions
to its shareholders as a result of the Merger. The actual tax impact of the
Merger will depend on the difference between the fair market values of the
securities held by the Low-Priced Stock Fund on the date the Merger is
consummated and the Low-Priced Stock Fund's basis in such securities, which will
likely differ from those at December 31, 1997.
DECLARATION OF TRUST. Each of the Merger Shares will be fully paid and
nonassessable by the Partners Fund when issued, will be transferable without
restriction, and will have no preemptive or conversion rights.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and/or the Partners
Fund and requires that notice of such disclaimer be given in each agreement,
undertaking, or obligation entered into or executed by the Trust, the Partners
Fund or the Trust's Trustees. The Declaration of Trust provides for
indemnification out of the Partners Fund property for all loss and expense of
any shareholder held personally liable for the obligations of the Partners Fund.
Thus, the risk of a shareholder's incurring financial loss from shareholder
liability is limited to circumstances in which the Partners Fund would be unable
to meet its obligations. The likelihood of such a circumstance is considered
remote. The shareholders of the Low-Priced Stock Fund are currently subject to
the same risk of shareholder liability under Massachusetts law and the
Declaration of Trust.
The Declaration of Trust provides that Trustees may be removed by two-thirds
vote of the Trustees or by vote of shareholders holding at least two-thirds of
the outstanding shares of the Trust. In addition, the Declaration of Trust
provides that shareholders holding 10% or more of the outstanding shares of the
Trust may call a meeting of shareholders to consider the removal of any Trustee.
The Declaration of Trust provides that any fund, including the Low-Priced
Stock Fund, may be terminated at any time by the affirmative vote of a "majority
of the outstanding voting securities" of that fund (as the quoted phrase is
defined in the 1940 Act) or by the Trustees by written notice to the
shareholders of that fund. The Declaration of Trust provides that the Trust may
be terminated at any time by the affirmative vote of a "majority of the
outstanding voting securities" of each series of the Trust (as the quoted phrase
is defined in the 1940 Act), voting separately by series, or by the Trustees by
written notice to the shareholders of the Trust.
The Declaration of Trust provides that 40% of the shares entitled to vote at
the meeting will constitute a quorum for that meeting.
CAPITALIZATION. The following table shows the capitalizations of the
Partners Fund and the Low-Priced Stock Fund as of December 31, 1997 and of the
Partners Fund on a pro forma basis as of that date,
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<PAGE>
giving effect to the proposed acquisition by the Partners Fund of the assets and
liabilities of the Low-Priced Stock Fund at net asset value:
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------------------------------------
PARTNERS FUND:
PARTNERS FUND LOW-PRICED STOCK FUND PRO FORMA COMBINED
-------------- --------------------- --------------------
<S> <C> <C> <C>
NET ASSETS
Class A............................................. $ 194,133,477 $ 13,370,575 $ 207,504,052
Class C............................................. $ 1,000,192 $ 51,304 $ 1,051,496
SHARES OUTSTANDING
Class A............................................. 11,772,955 1,197,410 12,583,784
Class C............................................. 60,977 4,646 64,105
NET ASSET VALUE PER SHARE
Class A............................................. $ 16.49 $ 11.17 $ 16.49
Class C*............................................ $ 16.40 $ 11.04 $ 16.40
</TABLE>
- - ------------------------
* Redemption price per share is equal to net asset value less any applicable
CDSC.
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<PAGE>
INFORMATION ABOUT THE FUNDS
Other information regarding the Low-Priced Stock Fund and the Partners Fund,
including information with respect to the investment objectives, policies, and
restrictions and financial history may be found in the Merger SAI, the
Prospectuses, the SAI, and the Annual Reports, which are available upon request
by calling 1-800-766-FUND. To the extent that any information in respect of the
Low-Priced Stock Fund or the Partners Fund found in any such document is
inconsistent with the information contained in this Prospectus/Proxy Statement,
this Prospectus/Proxy Statement should be deemed to supersede such other
document.
Proxy materials, reports, proxy and information statements, and other
information filed by the Trust with respect to the Funds can be inspected and
copied at the Public Reference Facilities maintained by the Securities and
Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World
Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C. 20549
at prescribed rates.
VOTING INFORMATION
RECORD DATE, QUORUM, AND METHOD OF TABULATION. Shareholders of record of
the Low-Priced Stock Fund at the close of business on April , 1998 (the
"Record Date") will be entitled to notice of and to vote at the Meeting or any
adjournment thereof. The holders of 40% of the Class A and Class C shares of the
Low-Priced Stock Fund outstanding at the close of business on the Record Date
present in person or represented by proxy will constitute a quorum for the
Meeting. Shareholders are entitled to one vote for each share held, with
fractional shares voting proportionally. Only shareholders of the Low-Priced
Stock Fund will vote on the approval or disapproval of the Merger.
Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Trust to act as tellers for the Meeting. The tellers will count
the total number of votes cast "for" approval of the proposal for purposes of
determining whether sufficient affirmative votes have been cast. The tellers
will count shares represented by proxies that reflect abstentions or "broker
non-votes" (I.E., shares held by a broker or nominee as to which (i)
instructions have not been received from the beneficial owners or the persons
entitled to vote and (ii) the broker or nominee does not have the discretionary
voting power on a particular matter) as shares that are present and entitled to
vote on the matter for purposes of determining the presence of a quorum.
Abstentions and broker non-votes will have no effect on the proposal to approve
the Merger.
SHARES OUTSTANDING AND BENEFICIAL OWNERSHIP. As of the Record Date, as
shown on the books of the Trust, there were issued and outstanding
Class A and Class C shares of beneficial interest of the Low-Priced
Stock Fund.
18
<PAGE>
As of the Record Date, to the Trust's knowledge, the shareholders who owned
of record or beneficially 5% or more of the outstanding shares of either Fund
were as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF
FUND'S
SHAREHOLDER SHARES OWNED OUTSTANDING SHARES
- - ---------------------------------------------------------- ------------- -------------------
<S> <C> <C>
GLOBAL LOW-PRICED STOCK FUND
CLASS A SHARES
[to be supplied]
CLASS C SHARES
[to be supplied]
PARTNERS FUND
CLASS A SHARES
[to be supplied]
CLASS C SHARES
[to be supplied]
</TABLE>
As of the Record Date, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the outstanding shares of each Class of the
Low-Priced Stock Fund and the Partners Fund.
SOLICITATION OF PROXIES. The costs of solicitation of proxies will be borne
by the Low-Priced Stock Fund. Solicitation of proxies by personal interview,
mail, telephone, and telegraph may be made by officers and Trustees of the Trust
and employees of RSIM and its affiliates.
The Trust may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions, and to confirm that their instructions have been properly
recorded. The Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
Meeting. The Trust is unaware of any such challenge at this time. Shareholders
would be called at the phone number the Trust (or a shareholder's financial
institution) has in its records for their accounts, and would be asked for their
Social Security number or other identifying information. The shareholders would
then be given an opportunity to authorize proxies to vote their shares at the
Meeting in accordance with their instructions. To ensure that the shareholders'
instructions have been recorded correctly, they will also receive a confirmation
of their instructions in the mail. A special toll-free number will be available
in case the information contained in the information is incorrect.
REVOCATION OF PROXIES. Any shareholder giving a proxy has the power to
revoke it at any time before it is exercised by sending or delivering a written
revocation to the Secretary of the Trust (which will be
19
<PAGE>
effective when it is received by the Secretary), by properly executing a
later-dated proxy, or by attending the Meeting, requesting return of such proxy,
and voting in person. All properly executed proxies received in time for the
Meeting will be voted in accordance with the specification made, or, if no
specification is made FOR the proposal to implement the Merger.
SHAREHOLDER PROPOSALS AT FUTURE MEETINGS OF SHAREHOLDERS. The Declaration
of Trust does not provide for annual meetings of shareholders and the Trust does
not currently intend to hold such a meeting for shareholders in 1998.
Shareholder proposals for inclusion in a proxy statement for any subsequent
meeting of the Trust's shareholders must be received by the Trust a reasonable
period of time prior to any such meeting. If the Merger is consummated, the
Low-Priced Stock Fund's existence will terminate in May , 1998 or shortly
thereafter, after which there would be no meetings of the shareholders of the
Low-Priced Stock Fund.
ADJOURNMENT. In the event that sufficient votes in favor of the Merger
proposal are not received by the time scheduled for the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting for a
period of not more than 60 days in the aggregate to permit further solicitation
of proxies. Any adjournment will require the affirmative vote of a plurality of
the votes cast on the question in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposal. They will vote against any such adjournment those proxies which they
have been instructed to vote against the proposal, and they will vote to abstain
any such proxies which they are required to abstain from voting on the proposal.
The costs of any such additional solicitation and of any adjourned session will
be borne equally by the Funds.
April , 1998
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<PAGE>
APPENDIX A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan or Reorganization (the "Agreement") is made as of
, 1998 in San Francisco, California, by and between Robertson
Stephens Investment Trust, a Massachusetts business trust (the "Robertson
Stephens Trust"), on behalf of its Robertson Stephens Global Low-Priced Stock
Fund series (the "Acquired Fund"), and the Robertson Stephens Trust, on behalf
of its Robertson Stephens Partners Fund series (the "Acquiring Fund").
PLAN OF REORGANIZATION
(a) The Acquired Fund will sell, assign, convey, transfer and deliver to the
Acquiring Fund on the Exchange Date (as defined in Section 6) all of its
properties and assets. In consideration therefor, the Acquiring Fund shall, on
the Exchange Date, assume all of the liabilities of the Acquired Fund existing
at the Valuation Time (as defined in Section 3(c)) and deliver to the Acquired
Fund (i) a number of full and fractional Class A shares of beneficial interest
of the Acquiring Fund (the "Class A Merger Shares") having an aggregate net
asset value equal to the value of the assets of the Acquired Fund attributable
to Class A shares of the Acquired Fund transferred to the Acquiring Fund on such
date less the value of the liabilities of the Acquired Fund attributable to
Class A shares of the Acquired Fund assumed by the Acquiring Fund on that date,
and (ii) a number of full and fractional Class C shares of beneficial interest
of the Acquiring Fund (the "Class C Merger Shares") having an aggregate net
asset value equal to the value of the assets of the Acquired Fund attributable
to Class C shares of the Acquired Fund transferred to the Acquiring Fund on such
date less the value of the liabilities of the Acquired Fund attributable to
Class C shares of the Acquired Fund assumed by the Acquiring Fund on that date.
(The Class A Merger Shares and the Class C Merger Shares shall be referred to
collectively as the "Merger Shares.")
(b) Upon consummation of the transactions described in paragraph (a) of this
Agreement, the Acquired Fund shall distribute in complete liquidation to its
Class A and Class C shareholders of record as of the Exchange Date the Class A
and Class C Merger Shares of the Acquiring Fund, each such shareholder being
entitled to receive that proportion of such Class A and Class C Merger Shares
which the number of Class A and Class C shares of beneficial interest of the
Acquired Fund held by such shareholder bears to the number of Class A and Class
C shares of the Acquired Fund outstanding on such date. Certificates
representing the Merger Shares will not be issued. All issued and outstanding
shares of the Acquired Fund will simultaneously be canceled on the books of the
Acquired Fund.
(c) As promptly as practicable after the liquidation of the Acquired Fund as
aforesaid, the Acquired Fund shall be dissolved pursuant to the provisions of
the Declaration of Trust of the Robertson Stephens Trust, as amended, and
applicable law, and its legal existence terminated. Any reporting responsibility
of the Acquired Fund is and shall remain the responsibility of the Acquired Fund
up to and including the Exchange Date and, if applicable, such later date on
which the Acquired Fund is liquidated.
AGREEMENT
The Acquiring Fund and the Acquired Fund agree as follows:
1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ACQUIRING FUND. The
Acquiring Fund represents and warrants to and agrees with the Acquired Fund
that:
a. The Acquiring Fund is a series of shares of the Robertson Stephens
Trust, a Massachusetts business trust duly established and validly existing
under the laws of The Commonwealth of Massachusetts, and has power to own
all of its properties and assets and to carry out its obligations under
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<PAGE>
this Agreement. The Robertson Stephens Trust is qualified as a foreign
association in every jurisdiction where required, except to the extent that
failure so to qualify would not have a material adverse effect on the
Robertson Stephens Trust. Each of the Robertson Stephens Trust and the
Acquiring Fund has all necessary federal, state and local authorizations to
carry on its business as now being conducted and to carry out this
Agreement.
b. The Robertson Stephens Trust is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company, and such registration has not been revoked or rescinded
and is in full force and effect.
c. A statement of assets and liabilities, statements of operations,
statements of changes in net assets and a schedule of investments
(indicating their market values) of the Acquiring Fund as of and for the
year ended December 31, 1997 have been furnished to the Acquired Fund. Such
statement of assets and liabilities and schedule fairly present the
financial position of the Acquiring Fund as of their date and such
statements of operations and changes in net assets fairly reflect the
results of its operations and changes in net assets for the period covered
thereby in conformity with generally accepted accounting principles.
d. The current prospectuses and statement of additional information of
the Robertson Stephens Trust, each dated March 1, 1998 (collectively, the
"Robertson Stephens Prospectus"), which has previously been furnished to the
Acquired Fund, did not as of such date and do not contain as of the date
hereof, with respect to the Robertson Stephens Trust and the Acquiring Fund,
any untrue statements of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading.
e. There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Robertson Stephens Trust or the
Acquiring Fund, threatened against the Robertson Stephens Trust or the
Acquiring Fund, which assert liability on the part of the Robertson Stephens
Trust or the Acquiring Fund. The Acquiring Fund knows of no facts which
might form the basis for the institution of such proceedings and is not a
party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects its
business or its ability to consummate the transactions herein contemplated.
f. To the best of its knowledge and except as previously disclosed to
the Acquired Fund by the Acquiring Fund, the Acquiring Fund has no known
liabilities of a material nature, contingent or otherwise, other than those
shown belonging to it on its statement of assets and liabilities as of
December 31, 1997, those incurred in the ordinary course of its business as
an investment company since December 31, 1997 and those to be assumed
pursuant to this Agreement. Prior to the Exchange Date, the Acquiring Fund
will endeavor to quantify and to reflect on its balance sheet all of its
material known liabilities and will advise the Acquired Fund of all material
liabilities, contingent or otherwise, incurred by it subsequent to December
31, 1997, whether or not incurred in the ordinary course of business.
g. As of the Exchange Date, the Acquiring Fund will have filed all
federal and other tax returns and reports which, to the knowledge of the
Robertson Stephens Trust's officers, are required to be filed by the
Acquiring Fund and has paid or will pay all federal and other taxes shown to
be due on said returns or on any assessments received by the Acquiring Fund.
All tax liabilities of the Acquiring Fund have been adequately provided for
on its books, and no tax deficiency or liability of the Acquiring Fund has
been asserted, and no question with respect thereto has been raised or is
under
A-2
<PAGE>
audit, by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid.
h. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquiring
Fund of the transactions contemplated by this Agreement, except such as may
be required under the Securities Act of 1933, as amended (the "1933 Act"),
the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940
Act and state securities or blue sky laws (which term as used herein shall
include the laws of the District of Columbia and of Puerto Rico).
i. The registration statement (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") by the Robertson
Stephens Trust on Form N-14 on behalf of the Acquiring Fund and relating to
the Merger Shares issuable hereunder and the proxy statement of the Acquired
Fund relating to the meeting of the Acquired Fund's shareholders referred to
in Section 7(a) herein (together with the documents incorporated therein by
reference, the "Acquired Fund Proxy Statement"), on the effective date of
the Registration Statement, (i) will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules
and regulations thereunder and (ii) will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at
the time of the shareholders meeting referred to in Section 7(a) and on the
Exchange Date, the prospectuses which are contained in the Registration
Statement, as amended or supplemented by any amendments or supplements filed
with the Commission by the Robertson Stephens Trust, and the Acquired Fund
Proxy Statement will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that none of
the representations and warranties in this subsection shall apply to
statements in or omissions from the Registration Statement or the Acquired
Fund Proxy Statement made in reliance upon and in conformity with
information furnished in writing by the Acquired Fund to the Acquiring Fund
or the Robertson Stephens Trust specifically for use in the Registration
Statement or the Acquired Fund Proxy Statement.
j. There are no material contracts outstanding to which the Acquiring
Fund is a party, other than as are or will be disclosed in the Robertson
Stephens Prospectus, the Registration Statement or the Acquired Fund Proxy
Statement.
k. To the best of its knowledge and except as previously disclosed to
the Acquired Fund by the Acquiring Fund, all of the issued and outstanding
shares of beneficial interest of the Acquiring Fund have been offered for
sale and sold in conformity with all applicable federal and state securities
laws (including any applicable exemptions therefrom), or the Acquiring Fund
has taken any action necessary to remedy any prior failure to have offered
for sale and sold such shares in conformity with such laws.
l. The Acquiring Fund qualifies and will at all times through the
Exchange Date qualify for taxation as a "regulated investment company" under
Sections 851 and 852 of the Internal Revenue Code of 1986, as amended (the
"Code").
m. The issuance of the Merger Shares pursuant to this Agreement will be
in compliance with all applicable federal and state securities laws.
n. The Merger Shares to be issued to the Acquired Fund have been duly
authorized and, when issued and delivered pursuant to this Agreement, will
be legally and validly issued and will be fully
A-3
<PAGE>
paid and non-assessable by the Acquiring Fund, and no shareholder of the
Acquiring Fund will have any preemptive right of subscription or purchase in
respect thereof.
o. All issued and outstanding shares of the Acquiring Fund are, and at
the Exchange Date will be, duly authorized, validly issued, fully paid and
non-assessable by the Acquiring Fund. The Acquiring Fund does not have
outstanding any options, warrants or other rights to subscribe for or
purchase any of the Acquiring Fund shares, nor is there outstanding any
security convertible into any Acquiring Fund shares.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ACQUIRED FUND. The
Acquired Fund represents and warrants to and agrees with the Acquiring Fund
that:
a. The Acquired Fund is a series of shares of the Robertson Stephens
Trust, a Massachusetts business trust duly established and validly existing
under the laws of The Commonwealth of Massachusetts, and has power to own
all of its properties and assets and to carry out this Agreement. The
Robertson Stephens Trust is qualified as a foreign association in every
jurisdiction where required, except to the extent that failure to so qualify
would not have a material adverse effect on the Robertson Stephens Trust.
Each of the Robertson Stephens Trust and the Acquired Fund has all necessary
federal, state and local authorizations to own all of its properties and
assets and to carry on its business as now being conducted and to carry out
this Agreement.
b. The Robertson Stephens Trust is registered under the 1940 Act as an
open-end management investment company, and such registration has not been
revoked or rescinded and is in full force and effect.
c. A statement of assets and liabilities, statement of operations,
statement of changes in net assets and a schedule of investments (indicating
their market values) of the Acquired Fund as of and for the fiscal year
ended December 31, 1997 have been furnished to the Acquiring Fund. Such
statement of assets and liabilities and schedule fairly present the
financial position of the Acquired Fund as of their date, and such
statements of operations and changes in net assets fairly reflect the
results of its operations and changes in net assets for the period covered
thereby, in conformity with generally accepted accounting principles.
d. The Robertson Stephens Prospectus, which has been previously
furnished to the Acquiring Fund, did not contain as of such dates and does
not contain, with respect to the Robertson Stephens Trust and the Acquired
Fund, any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading.
e. There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Robertson Stephens Trust or the Acquired
Fund, threatened against the Robertson Stephens Trust or the Acquired Fund,
which assert liability on the part of the Robertson Stephens Trust or the
Acquired Fund. The Acquired Fund knows of no facts which might form the
basis for the institution of such proceedings and is not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or its
ability to consummate the transactions herein contemplated.
f. There are no material contracts outstanding to which the Acquired
Fund is a party, other than as will be disclosed in the Robertson Stephens
Trust's registration statement on Form N-1A or the Robertson Stephens
Prospectus.
A-4
<PAGE>
g. To the best of its knowledge and except as previously disclosed to
the Acquiring Fund by the Acquired Fund, the Acquired Fund has no known
liabilities of a material nature, contingent or otherwise, other than those
shown on the Acquired Fund's statement of assets and liabilities as of
December 31, 1997 referred to above and those incurred in the ordinary
course of its business as an investment company since such date. Prior to
the Exchange Date, the Acquired Fund will endeavor to quantify and to
reflect on its balance sheet all of its material known liabilities and will
advise the Acquiring Fund of all material liabilities, contingent or
otherwise, incurred by it subsequent to December 31, 1997, whether or not
incurred in the ordinary course of business.
h. As of the Exchange Date, the Acquired Fund will have filed all
federal and other tax returns and reports which, to the knowledge of the
Robertson Stephens Trust's officers, are required to be filed by the
Acquired Fund and has paid or will pay all federal and other taxes shown to
be due on said returns or on any assessments received by the Acquired Fund.
All tax liabilities of the Acquired Fund have been adequately provided for
on its books, and no tax deficiency or liability of the Acquired Fund has
been asserted, and no question with respect thereto has been raised or is
under audit, by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid.
i. At the Exchange Date, the Robertson Stephens Trust, on behalf of the
Acquired Fund, will have full right, power and authority to sell, assign,
transfer and deliver the Investments (as defined below) and any other assets
and liabilities of the Acquired Fund to be transferred to the Acquiring Fund
pursuant to this Agreement. At the Exchange Date, subject only to the
delivery of the Investments and any such other assets and liabilities as
contemplated by this Agreement, the Acquiring Fund will acquire the
Investments and any such other assets and liabilities subject to no
encumbrances, liens or security interests whatsoever and without any
restrictions upon the transfer thereof. As used in this Agreement, the term
"Investments" shall mean the Acquired Fund's investments shown on the
schedule of its investments as of December 31, 1997 referred to in Section
2(c) hereof, as supplemented with such changes in the portfolio as the
Acquired Fund shall make, and changes resulting from stock dividends, stock
split-ups, mergers and similar corporate actions through the Exchange Date.
j. No registration under the 1933 Act of any of the Investments would
be required if they were, as of the time of such transfer, the subject of a
public distribution by either of the Acquiring Fund or the Acquired Fund,
except as previously disclosed to the Acquiring Fund by the Acquired Fund.
k. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquired Fund
of the transactions contemplated by this Agreement, except such as may be
required under the 1933 Act, 1934 Act, the 1940 Act or state securities or
blue sky laws.
l. The Registration Statement and the Acquired Fund Proxy Statement, on
the effective date of the Registration Statement, (i) will comply in all
material respects with the provisions of the 1933 Act, the 1934 Act and the
1940 Act and the rules and regulations thereunder and (ii) will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; and at the time of the shareholders meeting referred to in
Section 7(a) and on the Exchange Date, the Acquired Fund Proxy Statement and
the Registration Statement will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided,
however, that none of the representations and warranties in this subsection
shall apply to statements in or omissions from the Registration Statement or
the Acquired Fund Proxy Statement
A-5
<PAGE>
made in reliance upon and in conformity with information furnished in
writing by the Acquiring Fund to the Acquired Fund or the Robertson Stephens
Trust specifically for use in the Registration Statement or the Acquired
Fund Proxy Statement.
m. The Acquired Fund qualifies and will at all times through the
Exchange Date qualify for taxation as a "regulated investment company" under
Section 851 and 852 of the Code.
n. To the best of its knowledge and except as previously disclosed to
the Acquiring Fund by the Acquired Fund, all of the issued and outstanding
shares of beneficial interest of the Acquired Fund have been offered for
sale and sold in conformity with all applicable federal and state securities
laws (including any applicable exemptions therefrom), or the Acquired Fund
has taken any action necessary to remedy any prior failure to have offered
for sale and sold such shares in conformity with such laws.
o. All issued and outstanding shares of the Acquired Fund are, and at
the Exchange Date will be, duly authorized, validly issued, fully paid and
nonassessable by the Acquired Fund. The Acquired Fund does not have
outstanding any options, warrants or other rights to subscribe for or
purchase any of the Acquired Fund shares, nor is there outstanding any
security convertible into any of the Acquired Fund shares.
3. REORGANIZATION.
a. Subject to the requisite approval of the shareholders of the
Acquired Fund and to the other terms and conditions contained herein
(including the Acquired Fund's obligation to distribute to its shareholders
all of its investment company taxable income and net capital gain as
described in Section 8(m) hereof), the Acquired Fund agrees to sell, assign,
convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund
agrees to acquire from the Acquired Fund, on the Exchange Date all of the
Investments and all of the cash and other properties and assets of the
Acquired Fund, whether accrued or contingent (including cash received by the
Acquired Fund upon the liquidation by the Acquired Fund of any investments),
in exchange for that number of shares of beneficial interest of the
Acquiring Fund provided for in Section 4 and the assumption by the Acquiring
Fund of all of the liabilities of the Acquired Fund, whether accrued or
contingent, existing at the Valuation Time (as defined below) except for the
Acquired Fund's liabilities, if any, arising in connection with this
Agreement. Pursuant to this Agreement, the Acquired Fund will, as soon as
practicable after the Exchange Date, distribute all of the Merger Shares
received by it to the shareholders of the Acquired Fund in exchange for
their Class A and Class C shares of the Acquired Fund.
b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund
any interest, cash or such dividends, rights and other payments received by
it on or after the Exchange Date with respect to the Investments and other
properties and assets of the Acquired Fund, whether accrued or contingent,
received by it on or after the Exchange Date. Any such distribution shall be
deemed included in the assets transferred to the Acquiring Fund at the
Exchange Date and shall not be separately valued unless the securities in
respect of which such distribution is made shall have gone "ex" such
distribution prior to the Valuation Time, in which case any such
distribution which remains unpaid at the Exchange Date shall be included in
the determination of the value of the assets of the Acquired Fund acquired
by the Acquiring Fund.
c. The Valuation Time shall be 4:30 p.m. Eastern time on the Exchange
Date or such earlier or later day as may be mutually agreed upon in writing
by the parties hereto (the "Valuation Time").
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4. EXCHANGE DATE: VALUATION TIME. On the Exchange Date, the Acquiring Fund
will deliver to the Acquired Fund (i) a number of full and fractional Class A
Merger Shares having an aggregate net asset value equal to the value of the
assets of the Acquired Fund attributable to Class A shares of the Acquired Fund
transferred to the Acquiring Fund on such date less the value of the liabilities
of the Acquired Fund attributable to Class A shares of the Acquired Fund assumed
by the Acquiring Fund on that date and (ii) a number of full and fractional
Class C Merger Shares having an aggregate net asset value equal to the value of
the assets of the Acquired Fund attributable to Class C shares of the Acquired
Fund transferred to the Acquiring Fund on such date less the value of the
liabilities of the Acquired Fund attributable to Class C shares of the Acquired
Fund assumed by the Acquiring Fund on that date, determined as hereinafter
provided in this Section 4.
a. The net asset value of the Merger Shares to be delivered to the
Acquired Fund, the value of the assets attributable to the Class A and Class
C shares of the Acquired Fund, and the value of the liabilities attributable
to the Class A and Class C shares of the Acquired Fund to be assumed by the
Acquiring Fund, shall in each case be determined as of the Valuation Time.
b. The net asset value of the Class A and Class C Merger Shares shall
be computed in the manner set forth in the Robertson Stephens Prospectus.
The value of the assets and liabilities of the Class A and Class C shares of
the Acquired Fund shall be determined by the Acquiring Fund, in cooperation
with the Acquired Fund, pursuant to procedures which the Acquiring Fund
would use in determining the fair market value of the Acquiring Fund's
assets and liabilities.
c. No adjustments shall be made in the net asset value of either the
Acquired Fund or the Acquiring Fund to take into account differences in
realized and unrealized gains and losses.
d. The Acquired Fund shall distribute the Class A Merger Shares to the
Class A shareholders of the Acquired Fund by furnishing written instructions
to the Acquiring Fund's transfer agent, which will as soon as practicable
set up open accounts for each Class A Acquired Fund shareholder in
accordance with such written instructions. The Acquired Fund shall
distribute the Class C Merger Shares to the Class C shareholders of the
Acquired Fund by furnishing written instructions to the Acquiring Fund's
transfer agent, which will as soon as practicable set up open accounts for
each Class C Acquired Fund shareholder in accordance with such written
instructions.
e. The Acquiring Fund shall assume all liabilities of the Acquired
Fund, whether accrued or contingent, in connection with the acquisition of
assets and subsequent dissolution of the Acquired Fund or otherwise, except
for the Acquired Fund's liabilities, if any, pursuant to this Agreement.
5. EXPENSES, FEES, ETC.
a. All legal and accounting fees and expenses, printing, filing and
proxy solicitation expenses, portfolio transfer taxes (if any), brokerage
and similar expenses incurred in connection with the transactions
contemplated by the Agreement will be borne equally by the Acquiring Fund
and the Acquired Fund, whether or not such transactions are consummated.
Notwithstanding any of the foregoing, expenses will in any event be paid by
the party directly incurring such expenses if and to the extent that the
payment by the other party of such expenses would result in the
disqualification of such party as a "regulated investment company" within
the meaning of Section 851 of the Code.
b. Notwithstanding any other provision of this Agreement, if for any
reason the transactions contemplated by this Agreement are not consummated,
no party shall be liable to the other party for any damages resulting
therefrom, including, without limitation, consequential damages, except as
specifically set forth above.
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6. EXCHANGE DATE. Delivery of the assets of the Acquired Fund to be
transferred, assumption of the liabilities of the Acquired Fund to be assumed
and the delivery of the Merger Shares to be issued shall be made at the offices
of Ropes & Gray, One International Place, Boston, Massachusetts 02110 as of
, or at such other date agreed to by the Acquiring Fund and the
Acquired Fund, the date and time upon which such delivery is to take place being
referred to herein as the "Exchange Date."
7. MEETINGS OF SHAREHOLDERS; DISSOLUTION.
a. The Robertson Stephens Trust, on behalf of the Acquired Fund, agrees
to call a meeting of the Acquired Fund's shareholders as soon as is
practicable after the effective date of the Registration Statement for the
purpose of considering the sale of all of its assets to and the assumption
of all of its liabilities by the Acquiring Fund as herein provided, adopting
this Agreement, and authorizing the liquidation and dissolution of the
Acquired Fund.
b. The Acquired Fund agrees that the liquidation and dissolution of the
Acquired Fund will be effected in the manner provided in the Robertson
Stephens Trust's Declaration of Trust in accordance with applicable law and
that on and after the Exchange Date, the Acquired Fund shall not conduct any
business except in connection with its liquidation and dissolution.
c. The Acquiring Fund has, in consultation with the Acquired Fund and
based in part on information furnished by the Acquired Fund, filed the
Registration Statement with the Commission. The Acquired Fund and the
Acquiring Fund will cooperate with each other and will furnish to each other
the information relating to itself required by the 1933 Act, the 1934 Act
and the 1940 Act and the rules and regulations thereunder to be set forth in
the Registration Statement.
8. CONDITIONS TO THE ACQUIRING FUND'S OBLIGATIONS. The obligations of the
Acquiring Fund hereunder shall be subject to the following conditions:
a. That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite votes of the
holders of the outstanding shares of beneficial interest of the Acquired
Fund entitled to vote.
b. That the Acquired Fund shall have furnished to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities, with values
determined as provided in Section 4 of this Agreement, together with a list
of Investments with their respective tax costs, all as of the Valuation
Time, certified on the Acquired Fund's behalf by the Robertson Stephens
Trust's President (or any Vice President) and Treasurer (or any Assistant
Treasurer), and a certificate of both such officers, dated the Exchange
Date, that there has been no material adverse change in the financial
position of the Acquired Fund since December 31, 1997, other than changes in
the Investments and other assets of the Acquired Fund, or changes due to
dividends paid or losses from operations.
c. That the Acquired Fund shall have furnished to the Acquiring Fund a
statement, dated the Exchange Date, signed by the Robertson Stephens Trust's
President (or any Vice President) and Treasurer (or any Assistant Treasurer)
certifying that as of the Valuation Time and as of the Exchange Date all
representations and warranties of the Acquired Fund made in this Agreement
are true and correct in all material respects as if made at and as of such
dates and the Acquired Fund has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such dates.
d. That the Acquired Fund shall have delivered to the Acquiring Fund a
letter from Price Waterhouse LLP dated the Exchange Date reporting on the
results of applying certain procedures
A-8
<PAGE>
agreed upon by the Acquiring Fund and described in such letter, which
limited procedures relate to schedules of the tax provisions and qualifying
tests for regulated investment companies as prepared for the fiscal year
ended December 31, 1997 and the period from December 31, 1997 to the
Exchange Date (the latter period being based on unaudited data).
e. That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement.
f. That the Acquiring Fund shall have received an opinion of Ropes &
Gray dated the Exchange Date, to the effect that (i) this Agreement has been
duly authorized, executed and delivered by the Robertson Stephens Trust on
behalf of the Acquired Fund and, assuming that the Registration Statement,
the Robertson Stephens Prospectus and the Acquired Fund Proxy Statement
comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due
authorization, execution and delivery of this Agreement by the Robertson
Stephens Trust on behalf of the Acquiring Fund, is a valid and binding
obligation of the Robertson Stephens Trust and the Acquired Fund; (ii) the
Robertson Stephens Trust, on behalf of the Acquired Fund, has power to sell,
assign, convey, transfer and deliver the assets contemplated hereby and,
upon consummation of the transactions contemplated hereby in accordance with
the terms of this Agreement, the Acquired Fund will have duly sold,
assigned, conveyed, transferred and delivered such assets to the Acquiring
Fund; (iii) the execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated hereby will not, violate the
Robertson Stephens Trust's Declaration of Trust or By-Laws or any provision
of any agreement know to such counsel to which the Robertson Stephens Trust
or the Acquired Fund is a party or by which it is bound; and (iv) no
consent, approval, authorization or order of any court or governmental
authority is required for the consummation by the Robertson Stephens Trust
on behalf of the Acquired Fund of the transactions contemplated hereby,
except such as have been obtained under the 1933 Act, the 1934 Act and the
1940 Act and such as may be required under state securities or blue sky
laws.
g. That the assets of the Acquired Fund to be acquired by the Acquiring
Fund will include no assets which the Acquiring Fund, by reason of charter
limitations or of investment restrictions disclosed in the Registration
Statement in effect on the Exchange Date, may not properly acquire.
h. That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall have
been instituted or, to the knowledge of the Robertson Stephens Trust or the
Acquiring Fund, threatened by the Commission.
i. That the Robertson Stephens Trust shall have received from the
Commission and any relevant state securities administrator such order or
orders as are reasonably necessary or desirable under the 1933 Act, the 1934
Act, the 1940 Act, and any applicable state securities or blue sky laws in
connection with the transactions contemplated hereby, and that all such
orders shall be in full force and effect.
j. That all actions taken by the Robertson Stephens Trust on behalf of
the Acquired Fund in connection with the transactions contemplated by this
Agreement and all documents incidental thereto shall be satisfactory in form
and substance to the Acquiring Fund and its counsel.
k. That, prior to the Exchange Date, the Acquired Fund shall have
declared a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to the shareholders of the
Acquired Fund (i) all of the excess of (x) the Acquired Fund's investment
income excludable from gross income under Section 103(a) of the Code over
(y) the Acquired Fund's
A-9
<PAGE>
deductions disallowed under Sections 265 and 171(a)(2) of the Code, (ii) all
of the Acquired Fund's investment company taxable income (as defined in
Section 852 of the Code) for its taxable years ending on or after December
31, 1997 and on or prior to the Exchange Date (computed in each case without
regard to any deduction for dividends paid) in each case for its taxable
years ending on or after December 31, 1997 and on or prior to the Exchange
Date, and (iii) all of the Acquired Fund's net capital gain realized (after
reduction for any capital loss carryover), in each case for the taxable year
ending on December 31, 1997 and all subsequent taxable periods ending on or
prior to the Exchange Date.
l. That the Acquired Fund's custodian shall have delivered to the
Acquiring Fund a certificate identifying all of the assets of the Acquired
Fund held or maintained by such custodian as of the Valuation Time.
m. That the Acquired Fund's transfer agent shall have provided to the
Acquiring Fund (i) the originals or true copies of all of the records of the
Acquired Fund in the possession of such transfer agent as of the Exchange
Date, (ii) a certificate setting forth the number of shares of the Acquired
Fund outstanding as of the Valuation Time and (iii) the name and address of
each holder of record of any shares and the number of shares held of record
by each such shareholder.
n. That all of the issued and outstanding shares of beneficial interest
of the Acquired Fund shall have been offered for sale and sold in conformity
with all applicable state securities or blue sky laws (including any
applicable exemptions therefrom).
o. That the Acquiring Fund shall have received from Price Waterhouse
LLP a letter addressed to the Acquiring Fund dated as of the Exchange Date
satisfactory in form and substance to the Acquiring Fund reporting on the
results of applying limited procedures agreed upon by the Acquiring Fund and
described in such letter (but not an examination in accordance with
generally accepted auditing standards), which limited procedures relate as
of the Valuation Time to the procedure customarily utilized by the Acquired
Fund in valuing its assets and issuing its shares.
9. CONDITIONS TO THE ACQUIRED FUND'S OBLIGATIONS. The obligations of the
Acquired Fund hereunder shall be subject to the following conditions:
a. That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite votes of the
holders of the outstanding shares of beneficial interest of the Acquired
Fund entitled to vote.
b. That the Acquiring Fund shall have furnished to the Acquired Fund a
statement of the Acquiring Fund's net assets, together with a list of
portfolio holdings with values determined as provided in Section 4, all as
of the Valuation Time, certified on the Acquiring Fund's behalf by the
Robert Stephens Trust's President (or any Vice President) and Treasurer (or
any Assistant Treasurer), and a certificate of both such officers, dated the
Exchange Date, to the effect that as of the Valuation Time and as of the
Exchange Date there has been no material adverse change in the financial
position of the Acquiring Fund since December 31, 1997, other than changes
in its portfolio securities since that date, changes in the market value of
the portfolio securities, changes due to net redemptions, dividends paid or
losses from operations.
c. That the Robertson Stephens Trust, on behalf of the Acquiring Fund,
shall have executed and delivered to the Acquired Fund an Assumption of
Liabilities dated as of the Exchange Date pursuant to which the Acquiring
Fund will assume all of the liabilities of the Acquired Fund existing at
A-10
<PAGE>
the Valuation Time in connection with the transactions contemplated by this
Agreement, other than liabilities arising pursuant to this Agreement.
d. That the Acquiring Fund shall have furnished to the Acquired Fund a
statement, dated the Exchange Date, signed by the Robertson Stephens Trust's
President (or any Vice President) and Treasurer (or any Assistant Treasurer)
certifying that as of the Valuation Time and as of the Exchange Date all
representations and warranties of the Acquiring Fund made in this Agreement
are true and correct in all material respects as if made at and as of such
dates, and that the Acquiring Fund has complied with all of the agreements
and satisfied all of the conditions on its part to be performed or satisfied
at or prior to each of such dates; and that Robertson Stephens shall have
furnished to the Acquired Fund a statement, dated the Exchange Date, signed
by an officer of Robertson Stephens certifying that as of the Valuation Time
and as of the Exchange Date, to the best of Robertson Stephens' knowledge,
after due inquiry, all representations and warranties of the Acquiring Fund
made in this Agreement are true and correct in all material respects as if
made at and as of such date.
e. That there shall not be any material litigation pending or
threatened with respect to the matters contemplated by this Agreement.
f. That the Acquired Fund shall have received an opinion of Ropes &
Gray dated the Exchange Date, to the effect that (i) the Merger Shares to be
delivered to the Acquired Fund as provided for by this Agreement are duly
authorized and upon such delivery will be validly issued and will be fully
paid and non-assessable by the Robertson Stephens Trust and the Acquiring
Fund and no shareholder of the Acquiring Fund has any preemptive right to
subscription or purchase in respect thereof; (ii) this Agreement has been
duly authorized, executed and delivered by the Robertson Stephens Trust on
behalf of the Acquiring Fund and, assuming that the Robertson Stephens
Prospectus, the Registration Statement and the Acquired Fund Proxy Statement
comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due
authorization, execution and delivery of this Agreement by the Robertson
Stephens Trust on behalf of the Acquired Fund, is a valid and binding
obligation of the Robertson Stephens Trust and the Acquiring Fund; (iii) the
execution and delivery of this Agreement did not, and the consummation of
the transactions contemplated hereby will not, violate the Robertson
Stephens Trust's Declaration of Trust or By-Laws, or any provision of any
agreement known to such counsel to which the Robertson Stephens Trust or the
Acquiring Fund is a party or by which it is bound; (iv) no consent,
approval, authorization or order of any court or governmental authority is
required for the consummation by the Robertson Stephens Trust on behalf of
the Acquiring Fund of the transactions contemplated herein, except such as
have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and
such as may be required under state securities or blue sky laws; and (v) the
Registration Statement has become effective under the 1933 Act, and to the
best knowledge of such counsel, no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the 1933
Act.
g. That all actions taken by the Robertson Stephens Trust on behalf of
the Acquiring Fund in connection with the transactions contemplated by this
Agreement and all documents incidental thereto shall be satisfactory in form
and substance to the Acquired Fund and its counsel.
h. That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall have
been instituted or, to the knowledge of the Robertson Stephens Trust or the
Acquiring Fund, threatened by the Commission.
A-11
<PAGE>
i. That the Robertson Stephens Trust shall have received from the
Commission and any relevant state securities administrator such order or
orders as are reasonably necessary or desirable under the 1933 Act, the 1934
Act, the 1940 Act, and any applicable state securities or blue sky laws in
connection with the transactions contemplated hereby, and that all such
orders shall be in full force and effect.
j. The Board of Trustees of the Trust shall not have concluded in the
good faith exercise of its fiduciary duty that the transactions contemplated
hereby would not be in the best interests of the shareholders of the
Acquired Fund.
10. INDEMNIFICATION.
a. The Acquired Fund will indemnify and hold harmless, out of the
assets of the Acquired Fund (which shall be deemed to include the assets of
the Acquiring Fund represented by the Merger Shares following the Exchange
Date) but no other assets, the trustees and officers of the Robertson
Stephens Trust (for purposes of this subparagraph, the "Indemnified
Parties") against any and all expenses, losses, claims, damages and
liabilities at any time imposed upon or reasonably incurred by any one or
more of the Indemnified Parties in connection with, arising out of, or
resulting from any claim, action, suit or proceeding in which any one or
more of the Indemnified Parties may be involved or with which any one or
more of the Indemnified Parties may be threatened by reason of any untrue
statement or alleged untrue statement of a material fact relating to the
Robertson Stephens Trust or the Acquired Fund contained in the Registration
Statement, the Robertson Stephens Prospectus, the Acquired Fund Proxy
Statement or any amendment or supplement to any of the foregoing, or arising
out of or based upon the omission or alleged omission to state in any of the
foregoing a material fact relating to the Robertson Stephens Trust or the
Acquired Fund required to be stated therein or necessary to make the
statements relating to the Robertson Stephens Trust or the Acquired Fund
therein not misleading, including, without limitation, any amounts paid by
any one or more of the Indemnified Parties in a reasonable compromise or
settlement of any such claim, action, suit or proceeding, or threatened
claim, action, suit or proceeding made with the consent of the Robertson
Stephens Trust or the Acquired Fund. The Indemnified Parties will notify the
Robertson Stephens Trust and the Acquired Fund in writing within ten days
after the receipt by any one or more of the Indemnified Parties of any
notice of legal process or any suit brought against or claim made against
such Indemnified Party as to any matters covered by this Section 10(a). The
Acquired Fund shall be entitled to participate at its own expense in the
defense of any claim, action, suit or proceeding covered by this Section
10(a), or, if it so elects, to assume at its expense by counsel satisfactory
to the Indemnified Parties the defense of any such claim, action, suit or
proceeding, and if the Acquired Fund elects to assume such defense, the
Indemnified Parties shall be entitled to participate in the defense of any
such claim, action, suit or proceeding at their expense. The Acquired Fund's
obligation under Section 10(a) to indemnify and hold harmless the
Indemnified Parties shall constitute a guarantee of payment so that the
Acquired Fund will pay in the first instance any expenses, losses, claims,
damages and liabilities required to be paid by it under this Section 10(a)
without the necessity of the Indemnified Parties' first paying the same.
b. The Acquiring Fund will indemnify and hold harmless, out of the
assets of the Acquiring Fund but no other assets, the trustees and officers
of the Robertson Stephens Trust (for purposes of this subparagraph, the
"Indemnified Parties") against any and all expenses, losses, claims, damages
and liabilities at any time imposed upon or reasonably incurred by any one
or more of the Indemnified Parties in connection with, arising out of, or
resulting from any claim, action, suit or proceeding in which any one or
more of the Indemnified Parties may be involved or with which any one or
more of
A-12
<PAGE>
the Indemnified Parties may be threatened by reason of any untrue statement
or alleged untrue statement of a material fact relating to the Acquiring
Fund contained in the Registration Statement, the Robertson Stephens
Prospectus, the Acquired Fund Proxy Statement or any amendment or supplement
to any of the foregoing, or arising out of or based upon, the omission or
alleged omission to state in any of the foregoing a material fact relating
to the Robertson Stephens Trust or the Acquiring Fund required to be stated
therein or necessary to make the statements relating to the Robertson
Stephens Trust or the Acquiring Fund therein not misleading, including,
without limitation, any amounts paid by any one or more of the Indemnified
Parties in a reasonable compromise or settlement of any such claim, action,
suit or proceeding, or threatened claim, action, suit or proceeding, made
with the consent of the Robertson Stephens Trust or the Acquiring Fund. The
Indemnified Parties will notify the Robertson Stephens Trust and the
Acquiring Fund in writing within ten days after the receipt by any one or
more of the Indemnified Parties of any notice of legal process or any suit
brought against or claim made against such Indemnified Party as to any
matters covered by this Section 10(b). The Acquiring Fund shall be entitled
to participate at its own expense in the defense of any claim, action, suit
or proceeding covered by this Section 10(b), or, if it so elects, to assume
at its expense by counsel satisfactory to the Indemnified Parties the
defense of any such claim, action, suit or proceeding, and, if the Acquiring
Fund elects to assume such defense, the Indemnified Parties shall be
entitled to participate in the defense of any such claim, action, suit or
proceeding at their own expense. The Acquiring Fund's obligation under this
Section 10(b) to indemnify and hold harmless the Indemnified Parties shall
constitute a guarantee of payment so that the Acquiring Fund will pay in the
first instance any expenses, losses, claims, damages and liabilities
required to be paid by it under this Section 10(b) without the necessity of
the Indemnified Parties' first paying the same.
11. NO BROKER, ETC. Each of the Acquired Fund and the Acquiring Fund
represents that there is no person who has dealt with it or the Robertson
Stephens Trust who by reason of such dealings is entitled to any broker's or
finder's or other similar fee or commission arising out of the transactions
contemplated by this Agreement.
12. TERMINATION. The Acquired Fund and the Acquiring Fund may, by mutual
consent of the trustees of the Robertson Stephens Trust on behalf of each fund,
terminate this Agreement, and the Acquired Fund or the Acquiring Fund, after
consultation with counsel and by consent of their respective trustees or an
officer authorized by such trustees, may waive any condition to their respective
obligations hereunder. If the transactions contemplated by this Agreement have
not been substantially completed by July 1, 1998, this Agreement shall
automatically terminate on that date unless a later date is agreed to by the
Acquired Fund and the Acquiring Fund.
13. RULE 145. Pursuant to Rule 145 under the 1933 Act, the Acquiring Fund
will, in connection with the issuance of any Merger Shares to any person who at
the time of the transaction contemplated hereby is deemed to be an affiliate of
a party to the transaction pursuant to Rule 145(c), cause to be affixed upon the
certificates issued to such person (if any) a legend as follows:
"THESE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO THE
PARTNERS FUND OR ITS PRINCIPAL UNDERWRITER UNLESS (I) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE FUND SUCH REGISTRATION IS NOT REQUIRED."
and, further, the Acquiring Fund will issue stop transfer instructions to the
Acquiring Fund's transfer agent with respect to such shares. The Acquired Fund
will provide the Acquiring Fund on the Exchange Date
A-13
<PAGE>
with the name of any Acquired Fund shareholder who is to the knowledge of the
Acquired Fund an affiliate of the Acquired Fund on such date.
14. COVENANTS, ETC. DEEMED MATERIAL. All covenants, agreements,
representations and warranties made under this Agreement and any certificates
delivered pursuant to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding an investigation made by
them or on their behalf.
15. SOLE AGREEMENT; AMENDMENTS; GOVERNING LAW. This Agreement supersedes all
previous correspondence and oral communications between the parties regarding
the subject matter hereof, constitutes the only understanding with respect to
such subject matter, may not be changed except by a letter of agreement signed
by each party hereto, and shall be construed in accordance with and governed by
the laws of The Commonwealth of Massachusetts.
16. DECLARATION OF TRUST. A copy of the Declaration of Trust of the
Robertson Stephens Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the trustees of the Robertson Stephens Trust on behalf
of the Acquired Fund and on behalf of the Acquiring Fund, as trustees and not
individually and that the obligations of this instrument are not binding upon
any of the trustees, officers or shareholders of the Robertson Stephens Trust
individually but are binding only upon the assets and property of the Acquired
Fund and the Acquiring Fund, as the case may be.
ROBERTSON STEPHENS INVESTMENT TRUST,
on behalf of its Robertson Stephens
Global Low-Priced Stock Fund
By:
Name:
Title:
ROBERTSON STEPHENS INVESTMENT TRUST,
on behalf of its Robertson Stephens
Partners Fund
By:
Name:
Title:
A-14
<PAGE>
ROBERTSON STEPHENS MUTUAL FUNDS
FORM N-14
PART B
STATEMENT OF ADDITIONAL INFORMATION
April __, 1998
This Statement of Additional Information (the "SAI") relates to the
proposed merger (the "Merger") of the Robertson Stephens Global Low-Priced Stock
Fund (the "Acquired Fund"), a series of Robertson Stephens Investment Trust, a
Massachusetts business trust (the "Trust"), into the Robertson Stephens Partners
Fund (the "Acquiring Fund"), another series of the Trust.
This SAI contains information which may be of interest to shareholders but
which is not included in the Prospectus/Proxy Statement dated April __, 1998
(the "Prospectus/Proxy Statement") of the Trust which relates to the Merger. As
described in the Prospectus/Proxy Statement, the Merger would involve the
transfer of all the assets of the Acquired Fund to the Acquiring Fund in
exchange for shares of the Acquiring Fund and the assumption of all the
liabilities of the Acquired Fund. The Acquired Fund would distribute the
Acquiring Fund shares it receives to its shareholders in complete liquidation of
the Acquired Fund.
This SAI is not a prospectus and should be read in conjunction with the
Prospectus/Proxy Statement. The Prospectus/Proxy Statement has been filed with
the Securities and Exchange Commission and is available upon request and without
charge by writing to the Trust at 555 California Street, San Francisco,
California 94104 or by calling 1-800-766-3863.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Page
- - ---- ----
<S> <C>
I. Additional Information about the Acquiring and Acquired Funds. . 3
II. Financial Statements . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
SAI-2
<PAGE>
I. ADDITIONAL INFORMATION ABOUT THE ACQUIRING AND ACQUIRED FUNDS.
This SAI is accompanied by the current Statement of Additional Information
of the Trust, dated March 1, 1998, which provides further information relating
to the Acquired and Acquiring Funds, including information in respect of their
investment objectives, policies, and financial histories.
The following documents, which have previously been filed with the
Securities and Exchange Commission, have been incorporated by reference into
Part A of this Registration Statement:
(1) Prospectus relating to Class A shares of the Trust dated March 1, 1998
(Registration Nos. 33-16439 and 811-5159).
(2) Prospectus relating to Class C shares of the Trust dated March 1, 1998
(Registration Nos. 33-16439 and 811-5159).
(3) Statement of Additional Information of the Trust dated March 1, 1998
(Registration Nos. 33-16439 and 811-5159).
(4) The financial statements and report of independent accountant contained
in the Annual Report to Shareholders of the Robertson Stephens Global
Low-Priced Stock Fund for the year ended December 31, 1997 (Registration
Nos. 33-16439 and 811-5159).
(5) The financial statements and report of independent accountant contained
in the Annual Report to Shareholders of the Robertson Stephens Partners
Fund for the year ended December 31, 1997 (Registration Nos. 33-16439 and
811-5159).
II. FINANCIAL STATEMENTS.
This SAI is accompanied by the Annual Reports of the Acquired and
Acquiring Funds for the year ended December 31, 1997, each of which contains
historical financial information regarding such Funds. Such reports have
been filed with the Securities and Exchange Commission and the financial
statements and report of independent accountant contained in each report are
incorporated herein by reference.
SAI-3
<PAGE>
GLOBAL LOW-PRICED STOCK FUND
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
MAY ___, 1998
The undersigned hereby appoints Terry R. Otton and Dana K. Welch, and each of
them separately, proxies, with power of substitution to each, and hereby
authorizes them to represent and to vote, as designated below, at the Meeting of
Shareholders of the Trust, on May ___, 1998 at 8:30 a.m., San Francisco time,
and at any adjournments thereof, all of the shares of the Global Low-Priced
Stock Fund which the undersigned would be entitled to vote if personally
present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: / / KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
GLOBAL LOW-PRICED STOCK FUND
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
Proposal to approve Agreement and Plan of Reorganization. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign
in the partnership name.
- - ---------------------------------- ------------- ------------------------ -------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS MUTUAL FUNDS
Form N-14
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Under the terms of Registrant's By-laws, Article VI, Registrant is
required, subject to certain exceptions and limitations, to indemnify and insure
its trustees, officers, employees, agents and other persons who may be
indemnified by Registrant under the Investment Company Act of 1940 (the "1940
Act").
Insofar as indemnification for liabilities arising under the Securities Act
is permitted to trustees and officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification by Registrant is against public policy as expressed in the
Securities Act, and therefore may be unenforceable. In the event that a claim
for such indemnification (except insofar as it provides for the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
against Registrant by any trustee, officer or controlling person and the
Securities and Exchange Commission is still of the same opinion, Registrant
will, unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
The Trust, at its expense, provides liability insurance for the benefit of
its Trustees and officers.
ITEM 16. EXHIBITS.
1.(a) Form of Amended and Restated Agreement and Declaration of Trust
of Registrant.(D)
2. Copy of By-Laws of Registrant as amended through July 22,
1997.(E)
3. Inapplicable.
4. Form of Agreement and Plan of Reorganization is filed herewith as
Appendix to the Prospectus/Proxy Statement set forth as Part A
hereof.
5. Inapplicable.
<PAGE>
6. Investment Advisory Agreement dated October 1, 1997 between
Robertson Stephens & Company Investment Management, L.P. and
Registrant (on behalf of Robertson Stephens Partners Fund).(E)
7. Distribution Agreement with Edgewood Services, Inc.(E)
8. Inapplicable.
9. Custodian Agreement between Registrant and State Street Bank and
Trust.(A)
10.(a) Distribution Plan Pursuant to Rule 12b-1 dated September 30, 1997
(for Class A shares).(E)
10.(b) Distribution Plan Pursuant to Rule 12b-1 dated September 30, 1997
(for Class C shares).(E)
11. Opinion and Consent of Counsel.*
12. Opinion and Consent of Counsel regarding certain tax matters.+
13.(a) Form of Administrative Services Agreement.(B)
13.(b) Form of Shareholder Service Plan.(C)
14. Consent of Independent Accountants.*
15. Inapplicable.
16. Powers of attorney for Messrs. Auerbach, Glynn, Otton, Peterson
and Pilara.*
17. Inapplicable.
Incorporated by a reference to like-numbered exhibits:
(A) Previously filed as part of the Post-Effective Amendment
No. 8 to the Trust's Registration Statement on Form N-1A
(SEC File Nos. 33-16439 and 811-5159) on June 30, 1992
(hereinafter, the "Registration Statement").
(B) Previously Filed as part of the Post-Effective Amendment
No. 25 to the Registration Statement on May 17, 1996.
(C) Previously filed as part of the Post-Effective Amendment
No. 26 to the Registration Statement on January 21, 1996.
(D) Previously filed as part of the Post-Effective Amendment
No. 28 to the Registration Statement on March 24, 1997.
(E) Previously filed as part of the Post-Effective Amendment
No. 30 to the Registration Statement on December 29, 1997.
* Filed herewith
+ To be filed by amendment.
<PAGE>
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this Registration Statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) under
the Securities Act of 1933, the reoffering prospectus will contain the
information called for by the applicable registration form for the
reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
this Registration Statement and will not be used until the amendment
is effective, and that, in determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed
to be a new Registration Statement for the securities offered therein,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant, in the City of San Francisco in the
State of California on the 20th day of March, 1998.
ROBERTSON STEPHENS INVESTMENT TRUST
By: Andrew P. Pilara, Jr.*
----------------------------------------
President and Principal Executive Officer
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
ANDREW P. PILARA, JR.* President, Principal Executive
- - --------------------------- Officer and Trustee March 20, 1998
Andrew P. Pilara, Jr.
TERRY R. OTTON* Treasurer, Chief Financial Officer,
- - --------------------------- and Principal Accounting Officer March 20, 1998
Terry R. Otton
LEONARD B. AUERBACH* Trustee March 20, 1998
- - ---------------------------
Leonard B. Auerbach
JOHN W. GLYNN, JR.* Trustee March 20, 1998
- - ---------------------------
John W. Glynn, Jr.
JAMES K. PETERSON* Trustee March 20, 1998
- - ---------------------------
James K. Peterson
</TABLE>
*By /s/ Dana K. Welch
-------------------------------------
Dana K. Welch, Attorney-in-Fact pursuant
to the Powers of Attorney filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- - ----------- ------------
11 Opinion and Consent of Counsel
14 Consent of Independent Accountants
16 Powers of Attorney
<PAGE>
EXHIBIT 11
March 19, 1998
Robertson Stephens Investment Trust
555 California Street
San Francisco, California 94104
Ladies and Gentlemen:
We are furnishing this opinion in connection with the Registration
Statement on Form N-14 (the "Registration Statement") of Robertson Stephens
Investment Trust (the "Trust") relating to the registration of an indefinite
number of shares of beneficial interest of the Robertson Stephens Partners
Fund (the "Fund"), a series of shares of beneficial interest of the Trust
(collectively, the "Shares").
In connection with this opinion, we have examined such records, documents,
and certificates of public officials and the Trust as we have deemed necessary
for the purpose of giving this opinion. We have assumed the genuineness of all
items submitted to us as originals and the conformity with originals of all
items submitted to us as copies.
We were not involved in the organization of the Trust, and understand that
in connection with the filing of the original registration statement of the
Trust under the Securities Act of 1933, as amended, you received an opinion of
other Massachusetts counsel to the effect that the Trust is an entity of the
type commonly known as a "Massachusetts business trust". We have not examined
independently the question of what law would govern the interpretation or
enforcement of any provision of the Agreement and Declaration of Trust and have
for this purpose assumed that the Trust is a duly established and validly
existing unincorporated voluntary association with transferable shares under
Massachusetts law (commonly known as a "Massachusetts business trust") and that
the interpretation and enforcement of each provision of the Agreement and
Declaration of Trust will be governed by the laws of The Commonwealth of
Massachusetts.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the
effect of laws, rules, and regulations of any state or jurisdiction other
than The Commonwealth of Massachusetts. We understand that the Shares are to
be issued in accordance with the terms of an Agreement and Plan of
Reorganization (the "Agreement") between the Trust on behalf of the Fund and
the Trust on behalf of the Robertson Stephens Global Low-Priced Stock Fund,
another series of shares of the Trust. We assume that the Board of Trustees
of the Trust will have duly adopted and approved the Agreement, in the form
or in substantially the form filed as part of the Registration Statement, in
respect of each such Fund prior to the time of the issuance of the Shares.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, upon delivery thereof and payment therefor in accordance with the
Registration Statement, will be duly authorized, validly issued, fully paid,
and nonassessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Agreement and Declaration
<PAGE>
Roberston Stephens Investment Trust March 19, 1998
of Trust disclaims liability of any shareholder for payment under any credit,
contract, or claim against the Trust or any series of the Trust. The Agreement
and Declaration of Trust provides for indemnification by the Trust of any
shareholder or former shareholder held liable solely by reason of his or her
being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations.
This opinion is intended only for your use in connection with the offering
of Shares and may not be relied upon by any other person.
We hereby consent to the inclusion of this opinion as an exhibit to the
Trust's Registration Statement to be filed with the Securities and Exchange
Commission.
Very truly yours,
/s/ ROPES & GRAY
ROPES & GRAY
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus/Proxy Statement and Statement of Additional Information
constituting part of this Registration Statement on Form N-14 of our reports
dated February 7, 1998, relating to the financial statements and financial
highlights appearing in the December 31,1997 Annual Reports to Shareholders
of The Robertson Stephens Partners Fund and The Robertson Stephens Global
Low-Priced Stock Fund. We also consent to the references to us under the
heading "Independent Accountants" in the Statement of Additional Information
and to the references to us under the headings "Financial Highlights" in the
Prospectuses (each in the Registration Statement on Form N-1A dated March 1,
1998), which are incorporated by reference in the Registration Statement on
Form N-14.
/s/ PRICE WATERHOUSE LLP
San Francisco, California
March 19, 1998
<PAGE>
POWER OF ATTORNEY
We, the undersigned Trustees and/or Officers of ROBERTSON STEPHENS
INVESTMENT TRUST (the "Trust"), hereby severally constitute and appoint Dana K.
Welch and Terry R. Otton, and each of them singly, our true and lawful
attorneys, with full power to them and each of them, to sign for us, and in our
name and in the capacities indicated below, the Registration Statement on Form
N-14 of the Trust and any and all amendments (including post-effective
amendments) to said Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, with the securities commissioner of any
state, or with other regulatory authorities, granting unto them, and each of
them acting alone, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby ratify
and confirm all that said attorneys or any of them may lawfully do or cause to
be done by virtue thereof.
WITNESS my hand on the date set forth below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ ANDREW P. PILARA, JR. President, Principal Executive Officer March 3, 1998
- - -------------------------- and Trustee
Andrew P. Pilara, Jr.
/S/ TERRY R. OTTON Treasurer, Chief Financial Officer, March 3, 1998
- - -------------------------- and Principal Accounting Officer
Terry R. Otton
/S/ LEONARD B. AUERBACH Trustee March 3, 1998
- - --------------------------
Leonard B. Auerbach
/S/ JOHN W. GLYNN, JR. Trustee March 3, 1998
- - --------------------------
John W. Glynn, Jr.
/S/ JAMES K. PETERSON Trustee March 3, 1998
- - --------------------------
James K. Peterson
</TABLE>
