ROBERTSON STEPHENS INVESTMENT TRUST, 485APOS, 1998-03-27

ROBERTSON STEPHENS INVESTMENT TRUST
485APOS, 1998-03-27

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As filed with the Securities and Exchange Commission on March 27, 1998
Registration No. 33-16439
811-5159

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]

PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 33 [x]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]

AMENDMENT NO. 35 [x]

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

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

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

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

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

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

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

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

THIS POST-EFFECTIVE AMENDMENT RELATES ONLY TO THE ROBERTSON STEPHENS ASIA FUND,
THE ROBERTSON STEPHENS INTERNATIONAL INVESTORS FUND, THE ROBERTSON STEPHENS
LARGE CAPITALIZATION VALUE FUND, THE ROBERTSON STEPHENS LARGE CAPITALIZATION
EQUITY INCOME FUND, AND THE ROBERTSON STEPHENS 50/500 FUND, SERIES OF SHARES OF
THE REGISTRANT. NO INFORMATION AND NO PART OF THE REGISTRATION STATEMENT IS
DELETED OR SUPERSEDED HEREBY.

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

Cross Reference Sheet

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

<TABLE>
<CAPTION>
Information Required in
Prospectus by Form N-1A Combined
Registration Statement Part A Prospectus Caption
- - ---------------------- ------ ------------------
<S> <C>
Item 1. Cover Page........................................ Prospectus Cover

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

Item 3. Condensed Financial Information................... How Performance
is Determined; otherwise inapplicable

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

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

Item 5A. Management's Discussion of Fund Performance...... Inapplicable

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

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

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

Item 9. Pending Legal Proceedings......................... Inapplicable
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Information Required in Statement of Statement of Additional
Additional Information by Form N-1A Information Caption For
Registration Statement Part B Each Series
- - ---------------------- ------ -----------
<S> <C>
Item 10. Cover Page........................................... Cover Page

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

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

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

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

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

Item 16. Investment Advisory and Other Services............... Management of the Funds; The Funds' Distributor; Additional
Information
Item 17. Brokerage Allocation and Other Services.............. Management of the Funds; The Funds' Distributor

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

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

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

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

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

Item 23. Financial Statements................................. Inapplicable
</TABLE>

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

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 27, 1998

Robertson Stephens Mutual Funds
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS A SHARES
800-766-FUND June ___, 1998

Robertson Stephens Investment Trust is offering five new mutual funds by this
prospectus: The Robertson Stephens Asia Fund, the Robertson Stephens
International Investors Fund, the Robertson Stephens 50/500 Fund, the Robertson
Stephens Large Capitalization Value Fund, and the Robertson Stephens Large
Capitalization Equity Income Fund. Each Fund is a series of shares of Robertson
Stephens Investment Trust.

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

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

SHARES OF THE FUNDS ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARAN-
TEED OR ENDORSED BY, BANK OF AMERICA OR ANY OF ITS AFFILIATES AND ARE
NOT FEDERALLY INSURED BY, GUARANTEED BY, OBLIGATIONS OF, OR OTHER-
WISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSUR-
ANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOV-
ERNMENTAL AGENCY. INVESTMENT IN A FUND INVOLVES INVEST-
MENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

Information contained herein is subject to completion or amendment. A
post-effective amendment to the Trust's registration statement relating to these
securities has been filed with the Securities and Exchange Commission but has
not yet become effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective. This
prospectus shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

-1-

<PAGE>

Expense summary

Expenses are one of several factors to consider when investing in a Fund.
The following table summarizes your maximum transaction costs from
investing in Class A shares of the Funds and expenses each of the Funds
expects to incur in respect of its Class A shares in its first full year of
operations. The Example shows the cumulative expenses attributable to a
$1,000 investment in Class A shares of each of the Funds over specified
periods.

Shareholder Transaction Expenses:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee* None
Exchange Fee None
* A $9.00 fee is charged for redemptions made by bank wire.

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

<TABLE>
<CAPTION>
Large
International Large Capitalization
Investors 50/500 Capitalization Equity
Asia Fund Fund Fund Value Fund Income Fund
--------------- ----- ----- ----- ----- -----
<S> <C>
Management Fees 1.00% 1.00% 0.75% 0.75% 0.75%
12b-1 Fees 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.70%* 0.70%* 0.70%* 0.70%* 0.70%*
Total Fund Operating Expenses 1.95%* 1.95%* 1.70%* 1.70%* 1.70%*
</TABLE>

---------------
* Other Expenses and Total Fund Operating Expenses reflect an expense
limitation currently in effect. In the absence of the expense limitation,
Other Expenses and Total Fund Operating Expenses for each of the Asia Fund
and the International Investors Fund would be 1.96% and 3.21%,
respectively; Other Expenses and Total Fund Operating Expenses for each of
the other Funds would be 0.85% and 1.85%, respectively.

Examples

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

1 year 3 years
------ -------

Asia Fund $20 $61
International Investors Fund $20 $61
50/500 Fund $17 $53
Large Capitalization Value Fund $17 $53
Large Capitalization Equity Income Fund $17 $53

This information is provided to help you understand the expenses of
investing in a Fund and your share of the estimated operating expenses of
each Fund. The information concerning the Funds is based on the expenses
each of the Funds expects to incur during its first full year of
operations. The Example should not be considered a representation of future
performance. Actual expenses may be more or less than those

<PAGE>

shown. The Management Fees paid by the Funds are higher then 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 charge permitted under applicable broker-dealer
sales rules.

<PAGE>

Introduction

The Robertson Stephens Mutual Funds are designed to make available
to mutual fund investors the expertise of the investment professionals at
Robertson, Stephens & Company Investment Management, L.P. ("Robertson
Stephens Investment Management").

Each of the Funds described in this Prospectus is managed by
Robertson Stephens Investment Management using a custom valuation
methodology. This value-added methodology focuses on cash flow and
discounted present value models, paying particular attention to the
cash-flow return on capital and growth in assets. Cash flow returns are
compared to the company's weighted average cost of capital.

Each of the Funds is a diversified mutual fund. The investment
policies of a Fund may, unless otherwise specifically stated, be changed by
the Trustees of the Trust without shareholder approval. All percentage
limitations on investments will apply at the time of investment and will
not be considered violated unless an excess or deficiency occurs or exists
immediately after and as a result of the investment. Each Fund may hold a
portion of its assets in cash or money market instruments. There can, of
course, be no assurance that any Fund will achieve its investment
objective.

The Funds' investment strategies and portfolio investments will
differ from those of most other mutual funds. Robertson Stephens Investment
Management seeks aggressively to identify favorable securities, economic
and market sectors, and investment opportunities that other investors and
investment advisers may not have identified. When Robertson Stephens
Investment Management identifies such an investment opportunity, it may
devote more of a Fund's assets to pursuing that opportunity, or at
different times, than many other mutual funds, and may select investments
for a Fund that would be inappropriate for less aggressive mutual funds.
See "Other Investment Practices and Risk Considerations," below.

Investment objectives and policies

The Robertson Stephens Asia Fund

The Asia Fund's investment objective is to seek long-term capital
appreciation. The Fund is designed for investors who believe that a program
of investing in securities of companies located in Asia will provide
significant opportunities for capital appreciation over the long term.

The Fund may invest in securities of companies located in any country
in Asia where Robertson Stephens Investment Management believes there is
potential for long-term capital appreciation. Such countries may include,
for example, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, the
People's Republic of China, the Philippines, Singapore, Taiwan, and
Thailand. The Fund may from time to time invest a substantial portion of
its assets in the securities of issuers located in a single country or
geographic region. Under normal circumstances, the Fund will invest at
least 85% of its assets in securities of companies located in Asia. The

<PAGE>

Fund may invest the remainder of its assets in securities of issuers
located anywhere in the world if Robertson Stephens Investment Management
believes that they are consistent with the Fund's investment objective.

The Fund will consider an issuer of securities to be located in Asia if
it is organized under the laws of any country in Asia and has a principal
office in a country in Asia, if it derives 50% or more of its total
revenues from business in Asia, or if its equity securities are traded
principally on a securities exchange in Asia. For this purpose, investment
companies that invest principally in securities of issuers located in Asia
will also be considered to be located in Asia. Because the Fund will
normally invest most of its assets in securities of issuers located in
Asia, the Fund's net asset value will be particularly affected by
political, economic, and financial developments in that region. See
"Foreign securities," below.

The Fund may invest in securities of issuers in emerging markets, as
well as more developed markets. Investing in emerging markets generally
involves greater risks than in investing in developed markets. See "Foreign
securities," below.

The Robertson Stephens International Investors Fund

The Fund's investment objective is to seek long-term capital
appreciation. The Fund invests primarily in equity securities of small- and
mid-cap companies located anywhere in the world outside the United States
that Robertson Stephens Investment Management believes offer the potential
for long-term capital appreciation. Small- and mid-cap companies are
companies with market capitalizations of up to $3 billion,

The Fund's investments will normally include common stocks, preferred
stocks, securities convertible into common stocks or preferred stocks, and
warrants to purchase common stocks or preferred stocks. The Fund may at
times purchase debt securities if Robertson Stephens Investment Management
believes they offer potential for capital appreciation. Under normal
circumstances, the Fund will invest at least 65% of its assets in
securities of issuers organized, or whose principal offices are located, in
countries other than the United States. The Fund may invest the remainder
of its assets in securities of issuers located anywhere in the world,
including the United States, that Robertson Stephens Investment Management
believes offer the potential for capital appreciation.

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

The Fund may invest up to 10% of its total assets in shares of other
investment companies. Such other investment companies would likely pay
expenses similar to those paid by the Fund, including, for example,
advisory and administrative fees.

The Robertson Stephens Large Capitalization Value Fund

The Large Capitalization Value Fund's investment objective is to seek
long-term growth of capital. The Fund invests in equity securities of
companies with large market capitalizations that Robertson Stephens
Investment Management believes offer the potential for long-term growth of
capital.

The Fund will normally invest at least 65% of its assets in equity
securities of companies with large market capitalizations (generally more
than $3 billion). Equity securities in which the Fund may

<PAGE>

invest include common stocks, preferred stocks, securities convertible into
common stocks or preferred stocks, and warrants to purchase common stocks
or preferred stocks. The Fund may invest the remainder of its assets in
equity securities of smaller companies or in debt securities, if Robertson
Stephens Investment Management believes they would help achieve the Fund's
objective.

The Fund will normally invest most of its assets in securities of
companies organized under the laws of the United States (or of any state,
possession, or territory of the United States). The Fund may, however, at
times invest a portion of its assets (normally not more than 20%) in
foreign securities.

The Robertson Stephens Large Capitalization Equity Income Fund

The Large Capitalization Equity Income Fund's investment objective is
to seek current income. Capital growth is a secondary objective when
consistent with seeking current income.

The Fund seeks current income by investing primarily in a diversified
portfolio of income-producing equity securities. The Fund will normally
invest at least 65% of its assets in income-producing equity securities,
which may include common stocks, preferred stocks, and securities
convertible into common or preferred stocks. The income-producing equity
securities the Fund purchases will normally have dividend yields higher
than the currently available dividend yield quoted on the Standard & Poor's
500 Composite Stock Price Index (although there can be no assurance that
the Fund's investments will produce any specified dividend yield). The Fund
may also invest in debt securities.

The Fund will normally invest at least 65% of its total assets in
securities of companies with large market capitalizations (generally more
than $3 billion). The Fund may invest the remainder of its assets in
securities of smaller companies, if Robertson Stephens Investment
Management believes they would help achieve the Fund's objective.

The Fund will seek its secondary objective of capital growth, when
consistent with its primary objective of current income, by investing in
securities which Robertson Stephens Investment Management believes have the
potential to appreciate in value over time.

The Robertson Stephens 50/500 Fund

The 50/500 Fund's investment objective is to seek long-term capital
growth. The Fund seeks it investment objective by investing in equity
securities of 50 companies selected by Robertson Stephens Investment
Management from among the companies from time to time comprising the
Standard & Poor's 500 Composite Stock Price Index.

The Fund will invest in those 50 companies in the Index that Robertson
Stephens Investment Management believes offer the greatest potential at the
time of investment for long-term capital growth. Equity securities in which
the Fund may invest include common stocks, preferred stocks, securities
convertible into common stocks or preferred stocks, and warrants to
purchase common stocks or preferred stocks. The securities in which the
Fund may invest will change from time to time, depending on economic
conditions, Robertson Stephens Investment Management's view of the
potential offered by the various stocks in the Index for long-term capital
growth, and the identity of the stocks comprising the Index from time to
time.

<PAGE>

The Standard & Poor's 500 Composite Stock Price Index is a widely
recognized, unmanaged index of market activity based on the aggregate
performance of a portfolio of publicly traded stocks selected from time to
time by Standard & Poor's Corporation. Its performance is widely recognized
as representative of that of the U.S. stock market in general. The Trustees
may in the future determine that it is not in the best interests of the
Fund or its shareholders for the Fund to limit its investments to companies
comprising the Index, or that the Fund should select its investments from
stocks comprising one or more other securities indices, in which event the
securities in which the Fund invests would not necessarily be listed among
those comprising the Index.

Other Investment Practices and Risk Considerations

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

Foreign securities. A Fund may invest in foreign securities. Since
foreign securities are normally denominated and traded in foreign
currencies, the value of a Fund's assets may be affected favorably or
unfavorably by currency exchange rates, exchange control regulations,
foreign withholding taxes, and restrictions or prohibitions on the
repatriation of foreign currencies. There may be less information publicly
available about a foreign company than about a U.S. company, and foreign
companies are not generally subject to accounting, auditing, and financial
reporting standards and practices comparable to those in the United States.
The securities of some foreign companies are less liquid and at times more
volatile than securities of comparable U.S. companies. Foreign brokerage
commissions and other fees are also generally higher than in the United
States. Foreign settlement procedures and trade regulations may involve
certain risks (such as delay in payment or delivery of securities or in the
recovery of a Fund's assets held abroad) and expenses not present in the
settlement of domestic investments. A Fund may also invest a portion of its
assets (and the Asia Fund will at times likely invest a substantial portion
of its assets) in securities traded in the over-the-counter markets and not
on any exchange, which may affect the liquidity of the investment and
expose the Fund to the credit risk of its counterparties in trading those
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.

<PAGE>

developed countries. Although many of the securities in which a Fund 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
prices of securities in developing countries are subject to greater
volatility than those of issuers in many more developed countries.

Investments in smaller companies. Certain Funds may invest a
substantial portion of their 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 a security during periods when Robertson Stephens Investment
Management would otherwise have sold the security. It is possible that
Robertson Stephens Investment Management or its affiliates or clients may
hold securities issued by the same issuers, and may in some cases have
acquired the securities at different times, on more favorable terms, or at
more favorable prices, than a Fund.

Short sales (Asia Fund only). When Robertson Stephens Investment
Management anticipates that the price of a security will decline, it may
sell the security short on behalf of the Asia Fund and borrow the same
security from a broker or other institution to complete the sale. The 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 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. All short sales must be fully
collateralized, and the Fund will not sell securities short if, immediately
after and as a result of the sale, the value of all securities sold short
by the Fund exceeds 25% of its total assets.

Debt securities. Each of the Funds (other than the 50/500 Fund) may
invest in debt securities, if Robertson Stephens Investment Management
believes that investing in such securities might help achieve the Fund's
objective. Each of the Funds other than the Asia and the International
Investors Funds will invest only in securities rated "investment grade" or
considered by Robertson Stephens Investment Management to be of comparable
quality. Investment grade securities are rated Baa or higher by Moody's
Investors Service, Inc. or BBB or higher by Standard & Poor's. Securities
rated Baa or BBB lack outstanding investment characteristics, have
speculative characteristics, and are subject to greater credit and market
risks than higher-rated securities.

<PAGE>

in debt securities that are in default. The rating services' descriptions
of securities in the lower rating categories, including their speculative
characteristics, are set forth in the Statement of Additional Information.

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

A Fund may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero-coupon bonds are issued at a significant
discount from face value and pay interest only at maturity rather than at
intervals during the life of the security. Payment-in-kind bonds allow the
issuer, at its option, to make current interest payments on the bonds
either in cash or in additional bonds. The values of zero-coupon bonds and
payment-in-kind bonds are subject to greater fluctuation in response to
changes in market interest rates than bonds which pay interest currently,
and may involve greater credit risk than such bonds.

A Fund will not necessarily dispose of a security when its debt rating
is reduced below its rating at the time of purchase, although Robertson
Stephens Investment Management will monitor the investment to determine
whether continued investment in the security will assist in meeting the
Fund's investment objective.

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

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

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

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

<PAGE>

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

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

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

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

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

Portfolio turnover. The length of time a Fund has held a particular
security is not generally a consideration in investment decisions. The
investment policies of a Fund may lead to frequent changes in the Fund's
investments, particularly in periods of volatile market movements. A change
in the securities held by a Fund is known as "portfolio turnover."
Portfolio turnover generally involves some expense to a Fund, including
brokerage commissions or dealer mark-ups and other transaction costs on the
sale of securities and reinvestment in other securities. Such sales may
result in realization of taxable capital gains. Each Fund's annual
portfolio turnover is expected to be less than 200%.

<PAGE>

Management of the Funds

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

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

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

Robertson Stephens Investment Management may at times bear certain
expenses of a Fund. The Advisory Agreement between each Fund and Robertson
Stephens Investment Management permits Robertson Stephens Investment
Management to seek reimbursement for those expenses within the succeeding
two-year period, subject to any expense limitations then applicable to the
Fund in question.

Administrative services. The Funds have entered into an agreement with
Robertson Stephens Investment Management pursuant to which Robertson
Stephens Investment Management provides administrative services to the
Funds. A Funds pay Robertson Stephens Investment Management a fee for such
services at the annual rate of 0.25% of its average daily net assets.

How To Purchase Shares

Currently, your minimum initial investment in a Fund is $5,000 ($1,000
for IRA and for gift/transfer-to- minor accounts), and your subsequent
investments must be at least $100 ($1 for IRAs). You may obtain an
Application by calling the Funds at 1-800-776-FUND, or by writing to
Robertson Stephens Funds, an affiliate of Robertson Stephens Investment
Management, at 555 California Street, Suite 2600, San Francisco, CA 94104.
For more information on Robertson Stephens IRAs, please call to request an
IRA Disclosure Statement.

Initial Investments

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

<PAGE>

By Mail: Send a completed Application, together with a check made
payable to the Fund in question, to the Funds' Transfer Agent: State Street
Bank and Trust Company c/o National Financial Data Services, P.O. Box
419717, Kansas City, MO 64141-6717.

By Overnight Mail: Send the information described above to: 330 West
9th Street, First Floor, Kansas City, MO 64105.

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

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

State Street Bank and Trust Company
ABA# 011 000028
Attn: Custody
DDA# 99047177
225 Franklin Street
Boston, MA 02110
Credit: [Name of Fund]
For further credit:

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

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

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

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

Subsequent Investments

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

Autobuy: The Autobuy option allows you to purchase shares by
moving money directly from your checking account to the Funds. If you have
established the Autobuy option, you may purchase additional shares in an
existing account by calling the Transfer Agent at 1-800-624-8025 and
instructing the Transfer Agent as to the dollar amount you wish to invest.
The investment will automatically be processed through the Automatic
Clearing House (ACH)

<PAGE>

system. There is no fee for this option. If you did not establish this
option at the time you opened your account, send a letter of instruction,
along with a voided check, to the Transfer Agent.

Other Information About Purchasing Shares

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

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

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

No share certificates will be issued.

Exchange Privilege

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

An exchange will result in a taxable event. Exchange
privileges may be terminated, modified, or suspended by the Funds upon 60
days prior notice to shareholders.

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

How to Redeem Shares

Redemptions by Mail

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

(1) states the number of shares or dollar amount to be redeemed;
(2) identifies the Fund and your account number; and
(3) is signed by you and all other owners of the account exactly as
their names appear on the account.

<PAGE>

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

Redemptions by Telephone

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

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

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

Wire Transfer of Redemptions

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

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

General Redemption Policies

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

<PAGE>

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

The Funds' Distributor

Edgewood Services, Inc. is the principal underwriter of the
Funds' shares. To compensate Edgewood for the services it provides and for
the expenses it bears in connection with the distribution of the Funds'
Class A shares, each Fund makes payments to Edgewood under a Distribution
Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940. Under the Plan, a Fund pays Edgewood compensation, accrued daily and
paid monthly, at the annual rate of 0.25% of the Fund's average daily net
assets attributable to its Class A shares. Edgewood may pay brokers a
commission expressed as a percentage of the purchase price of shares of the
Funds.

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

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

Dividends, Distributions, and Taxes

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

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

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

<PAGE>

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

How Net Asset Value Is Determined

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

How Performance Is Determined

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

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

Additional Information

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

When matters are submitted for shareholder vote, shareholders
of each series will have one vote for each full share owned and
proportionate, fractional votes for fractional shares held. Generally,
shares of each series vote separately as a single series except when
required by law or determined by the Board of Trustees. Each Fund issues
shares of two classes, Class A shares and Class C shares. The sales charges
and other expenses of a Fund's Class C shares differ from those of its
Class A shares, which will affect performance. For information concerning
the Class C shares of a Fund, call 1-800-880-4243. Although the Trust is
not required to hold annual shareholder meetings, shareholders

<PAGE>

have the right to call a meeting to elect or remove Trustees, or to take
other actions as provided in the Agreement and Declaration of Trust.

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

<PAGE>

Investment Adviser
Robertson, Stephens & Company
Investment Management, L.P.
555 California Street
Suite 2600
San Francisco, CA 94104
1-415-781-9700

Distributor
Edgewood Services, Inc.
Clearing Operations
P.O. Box 897,
Pittsburgh, Pennsylvania 15230-0897

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

Independent Accountants
Price Waterhouse LLP
San Francisco, CA 94104

Legal Counsel
Ropes & Gray
Boston, MA 02110

Custodian
State Street Bank and Trust Company
Boston, MA 02110

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

<PAGE>

[Logo]

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

BRINGING THE FUND MANAGER TO YOU

555 CALIFORNIA STREET
SUITE 2600
SAN FRANCISCO, CA 94104

1-800-766-FUND

CLASS A SHARES
PROSPECTUS

June __,1998

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 27, 1998

Robertson Stephens Mutual Funds
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS C SHARES
800-880-4243 June ___, 1998

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

<PAGE>

Expense summary

Expenses are one of several factors to consider when investing in the Fund.
The following table summarizes your maximum transaction costs from
investing in Class C shares of the Fund and expenses the Fund expects to
incur in respect of its Class C shares in its first full year of
operations. The Example shows the cumulative expenses attributable to a
$1,000 investment in Class C shares of the Fund over specified periods.

Shareholder Transaction Expenses:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Redemption Fee* None
Exchange Fee None
Contingent Deferred Sales Charge 1.0% in the first
(as a percentage of the original purchase price) year, and eliminated
thereafter.

* A $9.00 fee is charged for redemptions made by bank wire.

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

<TABLE>
<CAPTION>
Large
International Large Capitalization
Investors 50/500 Capitalization Equity
Asia Fund Fund Fund Value Fund Income Fund
--------- ---- ---- ---------- -----------
<S> <C>
Management Fees 1.00% 1.00% 0.75% 0.75% 0.75%
12b-1 Fees 0.75% 0.75% 0.75% 0.75% 0.75%
Shareholder Service Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.70%* 0.70%* 0.70%* 0.70%* 0.70%*
Total Fund Operating Expenses 2.70%* 2.70%* 2.45%* 2.45%* 2.45%*
</TABLE>

---------------
* Other Expenses and Total Fund Operating Expenses reflect an expense
limitation currently in effect. In the absence of the expense limitation,
Other Expenses and Total Fund Operating Expenses for each of the Asia Fund
and the International Investors Fund would be 1.96% and 3.96%,
respectively; Other Expenses and Total Fund Operating Expenses for each of
the other Funds would be 0.85% and 2.60%, respectively.

Examples

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

1 year 3 years
------ -------

Asia Fund $37 $84
International Investors Fund $37 $84
50/500 Fund $35 $78
Large Capitalization Value Fund $35 $78
Large Capitalization Equity Income Fund $35 $78

This information is provided to help you understand the expenses of
investing in the Funds and your share of the estimated operating expenses
of the Funds. The information concerning the Funds is based on the expenses
each

2
<PAGE>

Fund expects to incur during its first full year of operations. The Example
should not be considered a representation of future performance. Actual
expenses may be more or less than those shown. The Management Fees paid by
the Funds are higher then 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 charge permitted
under applicable broker-dealer sales rules.

<PAGE>

Introduction

The Robertson Stephens Mutual Funds are designed to make available to
mutual fund investors the expertise of the investment professionals at
Robertson, Stephens & Company Investment Management, L.P. ("Robertson
Stephens Investment Management").

Each of the Funds described in this Prospectus is managed by
Robertson Stephens Investment Management using a custom valuation
methodolocy. This value-added methodology focuses on cash flow and
discounted present value models, paying particular attention to the
cash-flow return on capital and growth in assets. Cash flow returns are
compared to the company's weighted average cost of capital.

Investment objectives and policies

The Robertson Stephens Asia Fund

<PAGE>

Stephens Investment Management believes that they are consistent with the
Fund's investment objective.

The Robertson Stephens International Investors Fund

The Robertson Stephens Large Capitalization Value Fund

The Fund will normally invest at least 65% of its assets in equity
securities of companies with large market capitalizations (generally more
than $3 billion). Equity securities in which the Fund may

<PAGE>

The Robertson Stephens Large Capitalization Equity Income Fund

The Large Capitalization Equity Income Fund's investment objective is
to seek current income. Capital growth is a secondary objective when
consistent with seeking current income.

The Robertson Stephens 50/500 Fund

<PAGE>

Other Investment Practices and Risk Considerations

<PAGE>

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.

It is possible that, at times, a substantial portion of a Fund's assets
will be invested 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 a Fund 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 prices of securities
in developing countries are subject to greater volatility than those of
issuers in many more developed countries.

<PAGE>

The investments of the Asia and International Investors Funds may
include lower-quality, high-yielding debt securities. Lower-rated debt
securities (commonly called "junk bonds") are considered to be of poor
standing and predominantly speculative. Securities in the lowest rating
categories may have extremely poor prospects of attaining any real
investment standing and may be in default. It is possible that a Fund may
invest in debt securities that are in default. The rating services'
descriptions of securities in the lower rating categories, including their
speculative characteristics, are set forth in the Statement of Additional
Information.

A Fund may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero- coupon bonds are issued at a significant
discount from face value and pay interest only at maturity rather than at
intervals during the life of the security. Payment-in-kind bonds allow the
issuer, at its option, to make current interest payments on the bonds
either in cash or in additional bonds. The values of zero-coupon bonds and
payment-in-kind bonds are subject to greater fluctuation in response to
changes in market interest rates than bonds which pay interest currently,
and may involve greater credit risk than such bonds.

<PAGE>

transactions for limited purposes, those transactions involve certain risks
which are described below and in the Statement of Additional Information.

<PAGE>

strategies, primarily designed to reduce fluctuations in the values of a
Fund's assets. In implementing these "defensive" strategies, a Fund may
invest any portion of its assets in U.S. Government securities, other
high-quality debt instruments, and other securities Robertson Stephens
Investment Management believes to be consistent with the Fund's best
interests; the Asia Fund and International Investors Funds may also invest
any portion of their assets in securities of issuers in the United States.

Management of the Funds

<PAGE>

Funds. A Funds pay Robertson Stephens Investment Management a fee for
such services at the annual rate of 0.25% of its average daily net assets.

How To Purchase Shares

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

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

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

Other Information About Purchasing Shares

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

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

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

General

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

<PAGE>

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

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

Each Fund reserves the right to reject any purchase, in whole or in
part, and to suspend the offering of its shares for any period of time and
to change or waive the minimum investment amounts specified in this
prospectus. No share certificates for Class C shares will be issued.

<PAGE>

Exchange Privilege

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

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

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

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

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

<PAGE>

How to Redeem Shares

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

Selling shares through your financial institution

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

Selling shares directly to a Fund

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

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

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

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

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

<PAGE>

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

General Redemption Policies

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

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

The Funds' Distributor

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

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

Each Fund currently makes payments under the Plan at the annual rate of
0.75% of the assets of the Fund attributable to its Class C shares
(although the Plan contemplates payments at a rate of up to 1.00% of a
Fund's average net assets attributable to Class C shares). The Plan also by
its terms relates to payments under a Fund's Shareholder Services Plan, to
the extent such payment may be seen as primarily intended to result in the
sale of the Fund's Class C shares.

BancAmerica Robertson Stephens, an affiliate of Robertson Stephens
Investment Management, provides certain services to Edgewood in respect of
the promotion of the shares of the Funds. In return for these services,
Edgewood pays to BancAmerica Robertson Stephens substantially all of the
payments received by Edgewood under

<PAGE>

the Distribution Plan. In addition, BancAmerica Robertson Stephens receives
an amount equal to the proceeds of any CDSC imposed on redemptions of
shares.

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

Shareholder Servicing Plan

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

Dividends, Distributions, and Taxes

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

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

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

<PAGE>

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

How Net Asset Value Is Determined

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

How Performance Is Determined

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

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

Additional Information

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

When matters are submitted for shareholder vote, shareholders of each
series will have one vote for each full share owned and proportionate,
fractional votes for fractional shares held. Generally, shares of each
series vote separately as a single series except when required by law or
determined by the Board of Trustees. Each Fund issues shares of two
classes, Class A shares and Class C shares. The sales charges and other
expenses of a Fund's Class A shares differ from (and are currently lower
than) those of its Class C shares, which will affect

<PAGE>

performance. For information concerning the Class A shares of a Fund, call
1-800-766-FUND. Although the Trust is not required to hold annual
shareholder meetings, shareholders have the right to call a meeting to
elect or remove Trustees, or to take other actions as provided in the
Agreement and Declaration of Trust.

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

<PAGE>

Investment Adviser
Robertson, Stephens & Company
Investment Management, L.P.
555 California Street
Suite 2600
San Francisco, CA 94104
1-415-781-9700

Distributor
Edgewood Services, Inc.
Clearing Operations
P.O. Box 897,
Pittsburgh, Pennsylvania 15230-0897

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

Independent Accountants
Price Waterhouse LLP
San Francisco, CA 94104

Legal Counsel
Ropes & Gray
Boston, MA 02110

Custodian
State Street Bank and Trust Company
Boston, MA 02110

<PAGE>

[Logo]

BRINGING THE FUND MANAGER TO YOU

555 CALIFORNIA STREET
SUITE 2600
SAN FRANCISCO, CA 94104

1-800-880-4243

CLASS C SHARES
PROSPECTUS

June __,1998

<PAGE>

Information contained herein is subject to completion or amendment. A
post-effective amendment to the Trust's registration statement relating to these
securities has been filed with the Securities and Exchange Commission but has
not yet become effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective. This
statement of additional information shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 27, 1998

STATEMENT OF ADDITIONAL INFORMATION
ROBERTSON STEPHENS ASIA FUND, ROBERTSON STEPHENS INTERNATIONAL INVESTORS
FUND, ROBERTSON STEPHENS 50/500 FUND, ROBERTSON STEPHENS LARGE CAPITALIZATION
VALUE FUND, AND ROBERTSON STEPHENS LARGE CAPITALIZATION EQUITY INCOME FUND

June __, 1998

Robertson Stephens Asia Fund, Robertson Stephens International
Investors Fund, Robertson Stephens 50/500 Fund, Robertson Stephens Large
Capitalization Value Fund, and Robertson Stephens Large Capitalization Equity
Income Fund (the "Funds") are series of shares of Robertson Stephens Investment
Trust (the "Trust"), an open-end series investment company. This Statement of
Additional Information is not a prospectus and should be read in conjunction
with a Prospectus of the Trust dated June __, 1998, as it may be revised from
time to time. This Statement relates to the Funds' Class A and Class C Shares. A
copy of a Prospectus of the Trust for its Class A or Class C Shares can be
obtained upon request made to Robertson Stephens Funds, 555 California Street,
Suite 2600, San Francisco, CA 94104 telephone 1-800-766-FUND.

TABLE OF CONTENTS

PAGE

INVESTMENT OBJECTIVES AND POLICIES........................ B-2
THE FUNDS' INVESTMENT LIMITATIONS.........................B-14
MANAGEMENT OF THE FUNDS...................................B-16
THE FUNDS' DISTRIBUTOR....................................B-20
HOW NET ASSET VALUE IS DETERMINED.........................B-20
TAXES.....................................................B-21
HOW PERFORMANCE IS DETERMINED.............................B-23
ADDITIONAL INFORMATION....................................B-25
APPENDIX A................................................B-27

B-1

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of the Funds are described in
detail in the Prospectuses. The following discussion provides supplemental
information concerning certain investment techniques in which one or more of the
Funds may engage, and certain of the risks they may entail.

The Funds are managed by Robertson, Stephens & Company Investment
Management, L.P. ("RSIM, L.P.").

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

Lower-Rated Debt Securities

A Fund may purchase lower-rated debt securities, sometimes referred to
as "junk bonds" (those rated BB or lower by Standard & Poor's ("S&P") or Ba or
lower by Moody's Investor Service, Inc. ("Moody's")). See Appendix A for a
description of these ratings.

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

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

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

B-2

<PAGE>

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

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

Options

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

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

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

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

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

Covered put options. A Fund may write covered put options in order to
enhance its current return. Such options transactions may also be used as a
limited form of hedging against an increase in the price of securities that the
Fund plans to purchase. A put option gives the holder the right to sell, and
obligates the writer to buy,

B-3

<PAGE>

a security at the exercise price at any time before the expiration date. A put
option is "covered" if the writer segregates cash and high-grade short-term debt
obligations or other permissible collateral equal to the price to be paid if the
option is exercised.

In addition to the receipt of premiums and the potential gains from
terminating such options in closing purchase transactions, a Fund also receives
interest on the cash and debt securities maintained to cover the exercise price
of the option. By writing a put option, the Fund assumes the risk that it may be
required to purchase the underlying security for an exercise price higher than
its then current market value, resulting in a potential capital loss unless the
security later appreciates in value.

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

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

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

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

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

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

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

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

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

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

Special Expiration Price Options

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

Futures Contracts

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

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

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

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

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

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

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

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

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

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

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

Special Risks of Transactions in Futures Contracts and Related Options

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

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

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

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

Other Risks. Funds will incur brokerage fees in connection with
their futures and options transactions. In addition, while futures
contracts and options on futures will be purchased and sold to reduce
certain risks, those

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transactions themselves entail certain other risks. Thus, while a Fund may
benefit from the use of futures and related options, unanticipated changes in
interest rates or stock price movements may result in a poorer overall
performance for the Fund than if it had not entered into any futures contracts
or options transactions. Moreover, in the event of an imperfect correlation
between the futures position and the portfolio position which is intended to be
protected, the desired protection may not be obtained and the Fund may be
exposed to risk of loss.

Indexed Securities

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

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

Repurchase Agreements

A Fund may enter into repurchase agreements. A repurchase agreement is
a contract under which the Fund acquires a security for a relatively short
period (usually not more than one week) subject to the obligation of the seller
to repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). It is the Trust's present
intention to enter into repurchase agreements only with member banks of the
Federal Reserve System and securities dealers meeting certain criteria as to
creditworthiness and financial condition established by the Trustees of the
Trust and only with respect to obligations of the U.S. Government or its
agencies or instrumentalities or other high-quality, short-term debt
obligations. Repurchase agreements may also be viewed as loans made by a Fund
which are collateralized by the securities subject to repurchase. Robertson
Stephens Investment Management will monitor such transactions to ensure that the
value of the underlying securities will be at least equal at all times to the
total amount of the repurchase obligation, including the interest factor. If the
seller defaults, a Fund could realize a loss on the sale of the underlying
security to the extent that the proceeds of sale including accrued interest are
less than the resale price provided in the agreement including interest. In
addition, if the seller should be involved in bankruptcy or insolvency
proceedings, a Fund may incur delay and costs in selling the underlying security
or may suffer a loss of principal and interest if the Fund is treated as an
unsecured creditor and required to return the underlying collateral to the
seller's estate.

Leverage

Leveraging a Fund creates an opportunity for increased net income but,
at the same time, creates special risk considerations. For example, leveraging
may exaggerate changes in the net asset value of a Fund's shares and in the
yield on a Fund's portfolio. Although the principal of such borrowings will be
fixed, a Fund's assets may change in value during the time the borrowing is
outstanding. Since any decline in value of a Fund's investments will be borne
entirely by the Fund's shareholders (and not by those persons providing the
leverage to the Fund),

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the effect of leverage in a declining market would be a greater decrease in net
asset value than if the Fund were not so leveraged. Leveraging will create
interest expenses for a Fund, which can exceed the investment return from the
borrowed funds. To the extent the investment return derived from securities
purchased with borrowed funds exceeds the interest a Fund will have to pay, the
Fund's investment return will be greater than if leveraging were not used.
Conversely, if the investment return from the assets retained with borrowed
funds is not sufficient to cover the cost of leveraging, the investment return
of the Fund will be less than if leveraging were not used.

Securities Lending

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

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

Short Sales

A Fund may seek to hedge investments or realize additional gains
through short sales. Short sales are transactions in which a Fund sells a
security it does not own, in anticipation of a decline in the market value of
that security. To complete such a transaction, a Fund must borrow the security
to make delivery to the buyer. A Fund then is obligated to replace the security
borrowed by purchasing it at the market price at or prior to the time of
replacement. The price at such time may be more or less than the price at which
the security was sold by a Fund. Until the security is replaced, a Fund is
required to repay the lender any dividends or interest that accrue during the
period of the loan. To borrow the security, a Fund also may be required to pay a
premium, which would increase the cost of the security sold. The net proceeds of
the short sale will be retained by the broker (or by the Fund's custodian in a
special custody account), to the extent necessary to meet margin requirements,
until the short position is closed out. A Fund also will incur transaction costs
in effecting short sales.

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

Foreign Investments

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

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

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

Foreign Currency Transactions

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

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

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

For transaction hedging purposes, a Fund may also purchase
exchange-listed and over-the-counter call and put options on foreign currency
futures contracts and on foreign currencies. A put option on a futures contract
gives a Fund the right to assume a short position in the futures contract until
expiration of the option. A put option on currency gives a Fund the right to
sell a currency at a specified exercise price until the expiration of the
option. A call option on a futures contract gives a Fund the right to assume a
long position in the futures contract until the expiration of the option. A call
option on currency gives a Fund the right to purchase a currency at the exercise
price until the expiration of the option. A Fund will engage in over-the-counter
transactions only when appropriate exchange-traded transactions are unavailable
and when, in the opinion of

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Robertson Stephens Investment Management, the pricing mechanism and liquidity
are satisfactory and the participants are responsible parties likely to meet
their contractual obligations.

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

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

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

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

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

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

Currency Forward and Futures Contracts. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days from the date of the
contract as agreed by the parties, at a price set at the time of the contract.
In the case of a cancelable forward contract, the holder has the unilateral
right to cancel the contract at maturity by paying a specified fee. The
contracts are traded in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. A foreign currency futures contract is a standardized contract
for the future delivery of a specified amount of a foreign currency at a future
date at a price set at the time of the contract. Foreign currency futures
contracts traded in the United States are designed by and traded on exchanges
regulated by the Commodity Futures Trading Commission (the "CFTC"), such as the
New York Mercantile Exchange.

Forward foreign currency exchange contracts differ from foreign
currency futures contracts in certain respects. For example, the maturity date
of a forward contract may be any fixed number of days from the date of the
contract agreed upon by the parties, rather than a predetermined date in a given
month. Forward contracts

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may be in any amounts agreed upon by the parties rather than predetermined
amounts. Also, forward foreign exchange contracts are traded directly between
currency traders so that no intermediary is required. A forward contract
generally requires no margin or other deposit.

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

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

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

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

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

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

Zero-Coupon Debt Securities and Pay-in-Kind Securities

Zero-coupon securities in which a Fund may invest are debt obligations
which are generally issued at a discount and payable in full at maturity, and
which do not provide for current payments of interest prior to maturity.
Zero-coupon securities usually trade at a deep discount from their face or par
value and are subject to greater market value fluctuations from changing
interest rates than debt obligations of comparable maturities

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which make current distributions of interest. As a result, the net asset value
of shares of a Fund investing in zero- coupon securities may fluctuate over a
greater range than shares of other mutual funds investing in securities making
current distributions of interest and having similar maturities.

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

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

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

THE FUNDS' INVESTMENT LIMITATIONS

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

A Fund may not:

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

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

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

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

5. (i) (as to 75% of a Fund's total assets) purchase any security
(other than obligations of the U.S. Government, its agencies
or instrumentalities) if as a result more than 5% of the
Fund's total assets (taken at current value) would then be
invested in securities of a single issuer, or (ii) purchase
any security if as a result 25% or more of the Fund's total
assets (taken at current value) would be invested in a single
industry;

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<PAGE>

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

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

8. purchase or sell real estate or interests in real estate,
including real estate mortgage loans, although it may purchase
and sell securities which are secured by real estate and
securities of companies, including limited partnership
interests, that invest or deal in real estate and it may
purchase interests in real estate investment trusts (for
purposes of this restriction, investments by a Fund in
mortgage-backed securities and other securities representing
interests in mortgage pools shall not constitute the purchase
or sale of real estate or interests in real estate or real
estate mortgage loans);

In addition, it is contrary to the policy of each of the Funds, which
policy may be changed without shareholder approval, to invest more than 15% of
its net assets in securities which are not readily marketable, including
securities restricted as to resale (other than securities restricted as to
resale but determined by the Trustees, or persons designated by the Trustees to
make such determinations, to be readily marketable).

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

The Investment Company Act of 1940, as amended (the "1940 Act"),
provides that a "vote of a majority of the outstanding voting securities" of the
Fund means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of a Fund, or (2) 67% or more of the shares present at a
meeting if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy.

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MANAGEMENT OF THE FUNDS

Trustees and Officers

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

LEONARD B. AUERBACH, Trustee
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104

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

JOHN W. GLYNN, JR., Trustee
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104

Mr. Glynn, 57, is the Principal and Chairman of the Board of Glynn
Capital Management, an investment management firm which he founded in 1983.
Mr. Glynn is a Director of Neurex Corporation, and of Sterling Payot
Company, a private investment banking firm that advises executives and
companies on financial and strategic matters. He is also a lecturer at the
Darden School of Business at the University of Virginia and at the Stanford
Business School. Mr. Glynn was until June 1997 a limited partner in The
Orphan Fund, of which RSIM, L.P. is a general partner. He has been a
Trustee of the Trust since July 1, 1997.

TERRY R. OTTON, Chief Financial Officer
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104

Mr. Otton, 44, has served as Treasurer, Chief Financial Officer, and
Principal Accounting Officer of Robertson, Stephens & Company LLC (and its
predecessors) since January 1993, and has been a Managing Director since
January 1992. Prior to becoming Chief Financial Officer of Robertson,
Stephens & Company LLC, he served as Controller from January 1988 to
December 1992. Mr. Otton is a Certified Public Accountant, and prior to
joining Robertson, Stephens & Company LLC in 1982, was employed by Arthur
Anderson.

JAMES K. PETERSON, Trustee
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104

Mr. Peterson, 57, is a private consultant; he served as Director of
the IBM Retirement Funds from April 1988 until October 1996. Mr. Peterson
was a Manager of the IBM Retirement Funds from March 1981 until April 1988.
Mr. Peterson has been a Trustee of the Trust since June 1987.

*ANDREW P. PILARA, JR., Trustee, President, and Principal Executive Officer
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco,
CA 94104
- - --------
* Denotes a Trustee who is an "interested person," as defined in the 1940 Act.

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<PAGE>

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

DANA K. WELCH, Secretary

c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104

Ms. Welch, 47, is a Managing Director of Robertson, Stephens &
Company LLC and has served as General Counsel of Robertson, Stephens &
Company LLC (and its predecessors) since June 1995. Prior to joining
Robertson, Stephens & Company LLC, Ms. Welch was Special Counsel at
O'Melveny & Myers, a Los Angeles based law firm. She has served as
Secretary of the Trust since August 1996.

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

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

Robertson Stephens Investment Management

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

Investment decisions for the Funds and for the other investment
advisory clients of Robertson Stephens Investment Management and its affiliates
are made with a view to achieving their respective investment objectives.
Investment decisions are the product of many factors in addition to basic
suitability for the particular client involved. Thus, a particular security may
be bought or sold for certain clients even though it could have been bought or
sold for other clients at the same time. Likewise, a particular security may be
bought for one or more clients when one or more other clients are selling the
security. In some instances, one client may sell a particular security to
another client. It also sometimes happens that two or more clients
simultaneously purchase or sell the same security, in which

B-16

<PAGE>

event each day's transactions in such security are, insofar as possible,
averaged as to price and allocated between such clients in a manner which in
Robertson Stephens Investment Management's opinion is equitable to each and in
accordance with the amount being purchased or sold by each. There may be
circumstances when purchases or sales of portfolio securities for one or more
clients will have an adverse effect on other clients. Robertson Stephens
Investment Management employs professional staffs of portfolio managers who draw
upon a variety of resources, including BancAmerica Robertson Stephens, for
research information for the Funds.

Management Fees. The Funds pays RSIM, L.P. fees as compensation for the
services provided by it under the Advisory Agreements. The amount of these
management fees is calculated daily and payable monthly based on the average
daily net assets of each Fund. The management fees are higher than those paid by
most other investment companies. Robertson Stephens Investment Management also
may, at its discretion, from time to time pay Fund expenses from its own assets
or reduce the management fee of a Fund.

Administrative Fees. The Funds have entered into an Administrative
Services Agreement with RSIM, L.P., pursuant to which RSIM, L.P. continuously
provides business management services to the Funds and generally manages all of
the business and affairs of the Funds, subject to the general oversight of the
Trustees. Each Fund pays RSIM, L.P. a fee, calculated daily and payable monthly,
at the annual rate of 0.25% of its average daily net assets.

The proceeds received by each Fund for each issue or sale of its
shares, and all income, earnings, profits, and proceeds thereof, subject only to
the rights of creditors, will be specifically allocated to such Fund, and
constitute the underlying assets of that Fund. The underlying assets of each
Fund will be segregated on the Trust's books of account, and will be charged
with the liabilities in respect of such Fund and with a share of the general
liabilities of the Trust.

Expenses with respect to any two or more Funds may be allocated in
proportion to the net asset values of the respective Funds except where
allocations of direct expenses can otherwise be fairly made.

Each of the Advisory Agreements is subject to annual approval,
commencing in 2000, by (i) the vote of the Trustees or of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the affected Fund,
and (ii) the vote of a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust or RSIM, L.P. The Advisory Agreements
are terminable by Robertson Stephens Investment Management or the Trust, without
penalty, on 60 days written notice to the other and will terminate automatically
in the event of its assignment.

The Administrative Services Agreement is subject to annual approval,
commencing in 2000 by (i) the Board of Trustees, and (ii) the vote of a majority
of the Trustees who are not "interested persons" (as defined in the 1940 Act).
The Administrative Services Agreement may be terminated without penalty, by the
Trust or by the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the affected Fund, on 30 days notice to RSIM, L.P.

Expenses

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

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<PAGE>

Portfolio Transactions and Brokerage

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

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

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

As permitted by Section 28(e) of the 1934 Act, and by the Advisory
Agreements, Robertson Stephens Investment Management may cause a Fund to pay a
broker-dealer which provides "brokerage and research services" (as defined in
the 1934 Act) to Robertson Stephens Investment Management an amount of disclosed
commission for effecting securities transactions on stock exchanges and other
transactions for the Fund on an agency basis in excess of the commission which
another broker-dealer would have charged for effecting that transaction.
Robertson Stephens Investment Management's authority to cause a Fund to pay any
such greater commissions is also subject to such policies as the Trustees may
adopt from time to time. RSIM, L.P. does not currently intend to cause the Funds
to make such payments. It is the position of the staff of the Securities and
Exchange Commission that Section 28(e) does not apply to the payment of such
greater commissions in "principal" transactions. Accordingly, RSIM, L.P. will
use its best efforts to obtain the best overall terms available with respect to
such transactions.

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THE FUNDS' DISTRIBUTOR

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

Class A Shares. Pursuant to the Plan adopted in respect of the Funds' Class
A Shares (the "Class A Plan"), a Fund may pay Edgewood (also referred to as the
"Distributor"), from the assets attributable to the Fund's Class A Shares,
distribution fees, for services the Distributor renders and costs and expenses
it incurs in connection with the continuous offering of the Fund's Class A
shares, at an annual rate of 0.25% of the Fund's average daily net assets
attributable to its Class A shares. BancAmerica Robertson Stephens, an affiliate
of RSIM, L.P., provides certain services to Edgewood in respect of the promotion
of the Class A Shares of the Funds. In return for these services, Edgewood pays
to BancAmerica Robertson Stephens substantially all of the payments received by
Edgewood under the Distribution Plan. The telephone number of BancAmerica
Robertson Stephens is 1-800-766-FUND.

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

HOW NET ASSET VALUE IS DETERMINED

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

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

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

If any securities held by a Fund are restricted as to resale, their fair
value is determined in accordance with the guidelines and procedures adopted by
the Trust's Board of Trustees. The fair value of such securities is generally

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<PAGE>

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

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

REDEMPTIONS

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

TAXES

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

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

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

B-20

<PAGE>

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

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

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

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

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

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

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

The IRS recently revised its regulations affecting the application to
foreign investors of the back-up withholding and withholding tax rules described
above. The new regulations will generally be effective for payments made on or
after January 1, 1999 (although transition rules will apply). In some
circumstances, the new rules will

B-21

<PAGE>

increase the certification and filing requirements imposed on foreign investors
in order to qualify for exemption from 31% back-up withholding tax and for
reduced withholding tax rates under income tax treaties. Foreign investors in
each Fund should consult their tax advisors with respect to the potential
application of these new regulations.

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

HOW PERFORMANCE IS DETERMINED

Standardized Performance Information

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

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

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

B-22

<PAGE>

Non-Standardized Total Return Information

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

Indices and Publications

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

In addition, one or more portfolio managers or other employees of
Robertson Stephens Investment Management may be interviewed by print media, such
as The Wall Street Journal or Business Week, or electronic news media, and such
interviews may be reprinted or excerpted for the purpose of advertising
regarding the Fund.

Relative Volatility - Beta

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

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

[Performance Fund Data Formula appears here]

Where: n = number of months measured

B-23

<PAGE>

RFT = rate of return on the Fund in month T

RMT = rate of return on the market index, i.e., the S&P 500, in
month T
-
RF = arithmetic average monthly rate of return of the Fund
-
RM = arithmetic average monthly rate of return on the market index,
i.e., the S&P 500

ADDITIONAL INFORMATION
General

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

Transfer Agent and Custodian

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

Independent Accountants

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

Shareholder Liability

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

Other Information

The Prospectuses of the Trust and this Statement, together, do not
contain all of the information set forth in the Registration Statement of
Robertson Stephens Investment Trust, as amended, filed with the Securities and
Exchange Commission. Certain information is omitted in accordance with rules and
regulations of the Commission. The Registration Statement may be inspected at
the Public Reference Room of the Commission at Room 1024, 450

B-24

<PAGE>

Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and copies
thereof may be obtained from the Commission at prescribed rates.

B-25

<PAGE>

APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

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

S&P's Ratings

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

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

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

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

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

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

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

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

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

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

B-26

<PAGE>

payments are continued.

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

D: Debt rated `D' is in payment default. The `D' rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The `D' rating will also be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

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

Moody's Ratings

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

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

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

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

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

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

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

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

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

B-27

<PAGE>

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

Fitch Ratings

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

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

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

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

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

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

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

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

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

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

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

B-28

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements

The following audited financial statements for The Robertson
Stephens Contrarian Fund, The Robertson Stephens Developing
Countries Fund, The Robertson Stephens Diversified Growth Fund,
The Robertson Stephens Emerging Growth Fund, The Robertson
Stephens Global Low-Priced Stock Fund, The Robertson Stephens
Global Natural Resources Fund, The Robertson Stephens Global
Value Fund, The Robertson Stephens Growth & Income Fund, The
Information Age Fund, The Robertson Stephens MicroCap Growth
Fund, The Robertson Stephens Partners Fund, and the Robertson
Stephens Value + Growth Fund, each a series of Registrant, have
been incorporated by reference into Part B:

Schedules of Net Assets as of December 31, 1997; Schedules of
Securities Sold Short as of December 31, 1997 (the Contrarian
Fund, the Diversified Growth Fund, and the Growth & Income Fund
only); Statements of Assets and Liabilities as of December 31,
1997; Statements of Operations for the periods ended December
31, 1997; Statements of Changes in Net Assets for the periods
ended December 31, 1997; Financial Highlights for each of the
periods presented; Notes to Financial Statements; and Reports of
Independent Accountant.

(b) Exhibits

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

1.(d) Copy of Certificate of Amendment of Agreement and Declaration of
Trust of Registrant.(G)

1.(e) Form of Amended and Restated Agreement and Declaration of
Trust of Registrant.(K)

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

3. Inapplicable.

4. Specimen Share Certificate.(A)

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

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

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

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

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

5.(f) Investment Advisory Agreement dated October 1, 1997 between RS
Investment Management, Inc. and Registrant (on behalf of
Robertson Stephens Emerging Growth Fund).(M)

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

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

<PAGE>

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

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

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

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

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

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

5.(o) Form of Investment Advisory Agreement between Robertson,
Stephens & Company Investment Management, L.P. and Registrant
(on behalf of Robertson Stephens International Fund).(N)

5.(p) Form of Investment Advisory Agreement between Robertson,
Stephens & Company Investment Management, L.P. and Registrant
(on behalf of Robertson Stephens Asia Fund).*

5.(q) Form of Investment Advisory Agreement between Robertson,
Stephens & Company Investment Management, L.P. and Registrant
(on behalf of Robertson Stephens International Investors Fund).*

5.(r) Form of Investment Advisory Agreement between Robertson,
Stephens & Company Investment Management, L.P. and Registrant
(on behalf of Robertson Stephens Large Capitalization Equity
Income Fund).*

5.(s) Form of Investment Advisory Agreement between Robertson,
Stephens & Company Investment Management, L.P. and Registrant
(on behalf of Robertson Stephens Large Capitalization Value
Fund).*

5.(t) Form of Investment Advisory Agreement between Robertson,
Stephens & Company Investment Management, L.P. and Registrant
(on behalf of Robertson Stephens 50/500 Fund).*

6. Distribution Agreement with Edgewood Services, Inc.(L)

7. Inapplicable.

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

9. (A) Form of Administrative Services Agreement.(I)
(B) Form of Revised Schedule A to Administrative
Services Agreement.*
(C) Form of Shareholder Service Plan.(J)
(D) Form of Revised Exhibit A to Shareholder Service Plan.*

10. Inapplicable.

11. Consent of Independent Accountants.(M)

12. Inapplicable.

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

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

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

<PAGE>

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

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

17. Power of Attorney(N)

18. 18f-3 Plan(K)

27.1-24 Financial Data Schedules for period ending December 31, 1997 (M)

Incorporated by a reference to like-numbered exhibits:

(A) Previously filed as part of the Registration Statement filed
August 12, 1987.
(B) Previously filed as part of the Post-Effective Amendment No.
4 to the Registration Statement on May 1, 1991.
(C) Previously filed as part of the Post-Effective Amendment No.
6 to the Registration Statement on March 12, 1992.
(D) Previously filed as part of the Post-Effective Amendment No.
8 to the Registration Statement on June 30, 1992.
(E) Previously filed as part of the Post-Effective Amendment No.
16 to the Registration Statement on December 8, 1993.
(F) Previously filed as part of the Post-Effective Amendment No.
19 to the Registration Statement on July 5, 1994.
(G) Previously filed as part of the Post-Effective Amendment No.
21 to the Registration Statement on April 28, 1995.
(H) Previously filed as part of the Post-Effective Amendment No.
24 to the Registration Statement on January 16, 1996.
(I) Previously Filed as part of the Post-Effective Amendment No.
25 to the Registration Statement on May 17, 1996.
(J) Previously filed as part of the Post-Effective Amendment No.
26 to the Registration Statement on January 21, 1996.
(K) Previously filed as part of the Post-Effective Amendment No.
28 to the Registration Statement on March 24, 1997.
(L) Previously filed as part of the Post-Effective Amendment No.
30 to the Registration Statement on December 29, 1997.
(M) Previously filed as part of the Post-Effective Amendment No.
31 to the Registration Statement on February 27, 1998.
(N) Previously filed as part of the Post-Effective Amendment No.
32 to the Registration Statement on March 12, 1998.
* Filed herewith.

Item 25. Persons Controlled By or Under Common Control With Registrant.

Not Applicable.

Item 26. Number of Holders of Securities.

On February 1, 1998, Registrant had the following number of security holders:

Title of Class Number of Record Holders

Shares of Beneficial Interest of
The Robertson Stephens
Contrarian Fund
Class A 15,957
Class C 182

<PAGE>

Shares of Beneficial Interest of
The Robertson Stephens
Developing Countries Fund
Class A 1,477
Class C 10

Shares of Beneficial Interest of
The Robertson Stephens
Diversified Growth Fund
Class A 1,880
Class C 49

Shares of Beneficial Interest of
The Robertson Stephens
Emerging Growth Fund
Class A 9,173
Class C 39

Shares of Beneficial Interest of
The Robertson Stephens
Global Low-Priced Stock
Fund
Class A 808
Class C 7

Shares of Beneficial Interest of
The Robertson Stephens
Global Natural Resources
Fund
Class A 2,675
Class C 12

Shares of Beneficial Interest of
The Robertson Stephens
Global Value Fund
Class A 498
Class C 10

Shares of Beneficial Interest of
The Robertson Stephens
Growth & Income Fund
Class A 6,528
Class C 134

Shares of Beneficial Interest of
The Robertson Stephens
Information Age Fund
Class A 3,715
Class C 23

Shares of Beneficial Interest of
The Robertson Stephens
MicroCap Growth
Class A 3,126
Class C 100

Shares of Beneficial Interest of
The Robertson Stephens
Partners Fund
Class A 6,564

<PAGE>

Class C 47

Shares of Beneficial Interest of
The Robertson Stephens
Value + Growth Fund
Class A 24,712
Class C 157

Item 27. Indemnification

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

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

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

Item 28. Business and Other Connections of Investment Adviser.

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

Item 29. Principal Underwriters.

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

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
<S> <C>
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

<PAGE>

J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

</TABLE>

Item 30. Location of Accounts and Records

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

Item 31. Management Services.

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

Item 32. Undertakings.

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

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

<PAGE>

(b) Registrant undertakes to file a post-effective amendment containing
financial statements (that need not be certified) as to Robertson
Stephens Asia Fund, Robertson Stephens International Investors Fund,
Robertson Stephens Large Capitalization Equity Income Fund, Robertson
Stephens Large Capitalization Value Fund, and Robertson Stephens
50/500 Fund within four to six months following the effective date of
this Amendment.

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company of 1940, the Registrant, Robertson Stephens Investment Trust, has duly
caused this Amendment to be signed on behalf of the undersigned, thereunto duly
authorized, in the City and County of San Francisco and State of California, on
the 27th day of March, 1998.

ROBERTSON STEPHENS INVESTMENT TRUST

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

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below, on March 27, 1998, by the
following persons in the capacities indicated.

Signature Capacity

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

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

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

JOHN W. GLYNN, Jr.* Trustee
- - -----------------------------------
John W. Glynn, Jr.

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

*By /s/ Dana K. Welch
------------------------
Dana K. Welch, Attorney-in-Fact pursuant to the Powers of Attorney filed
herewith.

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
<S> <C>
5.(p) Form of Investment Advisory Agreement between Robertson, Stephens &
Company Investment Management, L.P. and Registrant (on
behalf of Robertson Stephens Asia Fund).

5.(q) Form of Investment Advisory Agreement between Robertson, Stephens &
Company Investment Management, L.P. and Registrant (on behalf of Robertson
Stephens International Investors Fund).

5.(r) Form of Investment Advisory Agreement between Robertson, Stephens &
Company Investment Management, L.P. and Registrant (on behalf of Robertson
Stephens Large Capitalization Equity Income Fund).

5.(s) Form of Investment Advisory Agreement between Robertson, Stephens &
Company Investment Management, L.P. and Registrant (on behalf of Robertson
Stephens Large Capitalization Value Fund).

5.(t) Form of Investment Advisory Agreement between Robertson, Stephens &
Company Investment Management, L.P. and Registrant (on behalf of Robertson
Stephens 50/500 Fund).

9.(B) Form of Revised Schedule A to Administrative Services Agreement.

9.(D) Form of Revised Exhibit A to Shareholder Service Plan.

</TABLE>

<PAGE>

EXHIBIT 5.(p)

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the ____
day of __________, 1998, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts (the "Trust"), with respect to its series of shares known as
ROBERTSON STEPHENS ASIA FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

WHEREAS, the Trust desires to retain the Adviser to render
advice and services to the Trust and Fund pursuant to the terms and provisions
of this Agreement, and the Adviser is interested in furnishing said advice and
services;

NOW, THEREFORE, in consideration of the covenants and the
mutual promises hereinafter set forth, the parties hereto mutually agree as
follows:

1. Employment of Adviser. (a) The Trust hereby employs the
Adviser, and the Adviser hereby accepts such employment, to render investment
advice and investment management services with respect to the assets of the
Fund, consistent with the investment objective and policies of the Fund and
subject to the supervision and direction of the Trust's Board of Trustees. The
Adviser shall, except as otherwise provided for herein, as part of its duties
hereunder, (i) furnish the Trust with investment advice, research and
recommendations with respect to the investment of the Fund's assets and the
purchase and sale of its portfolio securities, including the taking of such
other steps as may be necessary to implement such advice and recommendations,
(ii) furnish the Trust and Fund with reports, statements and other data on
securities, economic conditions and other pertinent subjects in respect of the
investment management of the Fund which the Trust's Board of Trustees may
request, and (iii) in general superintend and manage the investments of the
Fund, subject to the ultimate supervision and direction of the Trust's Board of
Trustees.

(b) The Adviser shall determine the securities to be purchased or
sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers (including BancAmerica Robertson
Stephens) in conformity with

-1-

<PAGE>

the policy with respect to brokerage as set forth in the Trust's Registration
Statement and the Fund's Prospectus and Statement of Additional Information or
as the Trustees may direct from time to time.

(c) In all matters relating to the performance of this Agreement, the
Adviser will act in conformity with the Trust's Declaration of Trust, By-Laws
and Registration Statement, the Fund's current Prospectus and Statement of
Additional Information and all procedures adopted by the Trust's Board of
Trustees from time to time, and will conform to and comply with all applicable
requirements of the Investment Company Act of 1940, as amended, the rules and
regulations thereunder, and all other applicable Federal or state laws and
regulations.
2. Sub-advisers and Consultants. The Adviser may from time to
time, in its discretion, delegate certain of its responsibilities under this
Agreement to one or more qualified companies, each of which is registered under
the Investment Advisers Act of 1940, as amended, provided that the separate
costs of employing such companies and of the companies themselves are borne by
the Adviser and not by the Fund.

3. Adviser is Independent Contractor. The Adviser shall, for
all purposes herein, be deemed to be an independent contractor, and shall,
unless otherwise expressly provided and authorized, have no authority to act for
or represent the Trust or Fund in any way, or in any way be deemed an agent for
the Trust or Fund. It is expressly understood and agreed that the services to be
rendered by the Adviser to the Trust and Fund under the provisions of this
Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.

4. Responsibilities and Personnel of Adviser. The Adviser
agrees to use its best efforts in the furnishing of investment advice, research
and recommendations to the Fund, in the preparation of reports and information,
and in the management of the Fund's assets, all pursuant to this Agreement, and
for this purpose the Adviser shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Adviser shall be deemed to include
persons employed or retained by the Adviser to furnish statistical, research,
and other factual information, advice regarding economic factors and trends,
information with respect to technical and scientific developments, and such
other information, advice and assistance as the Adviser may desire and request.

5. Furnishing of Statements and Reports. The Trust shall from
time to time furnish to the Adviser detailed statements of the portfolio
investments and assets of the Fund and information as to its investment
objectives and needs, and shall make available to the Adviser such financial
reports, business descriptions and plans, proxy statements, legal and

-2-

<PAGE>

other information relating to its investments as may be in the possession of the
Trust or available to it and such other information as the Adviser may
reasonably request.

6. Expenses of Each Party. (a) The Adviser shall bear all
expenses in connection with the performance of its services under this
Agreement. The Adviser shall also pay (i) all compensation, if any, to the
executive officers of the Fund and their related expenses and (ii) all
compensation, if any, and out-of-pocket expenses of the Trust's trustees, who
are "interested persons" of the Trust (as defined in the Act).

(b) The Trust shall bear all expenses of the Fund's organization,
operations, and business not specifically assumed or agreed to be paid by the
Adviser as provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Trust on behalf of the Fund and out of its
assets shall pay:

(A) Custody and Accounting Services. All expenses of
the transfer, receipt, safekeeping, servicing and accounting
for the cash, securities, and other property of the Fund,
including all charges of depositories, custodians, and other
agents, if any;

(B) Shareholder Servicing. All expenses of
maintaining and servicing shareholder accounts, including all
charges for transfer, shareholder recordkeeping, dividend
disbursing, redemption, and other agents for the benefit of
the Fund;

(C) Books and Records. All costs and expenses
associated with the maintenance of the Fund's books of account
and records as required by the Act;

(D) Shareholder Meetings. All fees and expenses
incidental to holding meetings of shareholders, including the
printing of notices and proxy material, and proxy solicitation
therefor, provided that the Adviser shall be responsible for
and assume all expenses and fees with respect to meetings of
the Fund's shareholders held solely for the benefit of the
Adviser;

(E) Prospectuses and Statements of Additional
Information. All expenses of preparing and printing of annual
or more frequent revisions of the Prospectus and Statement of
Additional Information relating to the offering of the Fund's
shares and of mailing them to shareholders;

(F) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;

-3-

<PAGE>

(G) Communication Equipment. All charges for
equipment or services used for communication between the
Adviser or the Trust and the custodian, transfer agent or any
other agent selected by the Trust;

(H) Legal and Accounting Fees and Expenses. All
charges for services and expenses of the Trust's legal counsel
and independent auditors for the benefit of the Trust;

(I) Trustees' Fees and Expenses. All compensation of
trustees, other than those who are interested persons of or
affiliated with the Adviser, and all expenses incurred in
connection with their service and meetings;

(J) Federal Registration Fees. All fees and expenses
of registering and maintaining the registration of the Trust
under the Act and the registration of Fund shares under the
Securities Act of 1933, as amended (the "1933 Act"), including
all fees and expenses incurred in connection with the
preparation, printing and filing of any registration
statement, Prospectus and Statement of Additional Information
under the 1933 Act or the Act, and any amendments or
supplements thereto that may be made from time to time;

(K) State Registration Fees. All fees and expenses
(including the compensation of personnel who may be employed
by the Adviser or an affiliate) of qualifying and maintaining
qualification of the Trust and of the Fund shares for sale
under securities laws of various states or jurisdictions, and
of registration and qualification of the Trust under all other
laws applicable to the Trust or its business activities
(including registering the Trust as a broker-dealer, or any
officer of the Trust or any person as agent or salesman of the
Trust in any state);

(L) Issue and Redemption of Trust Shares. All
expenses incurred in connection with the issue, redemption,
and transfer of Fund shares, including the expense of
confirming all Fund share transactions, and of preparing and
transmitting the Fund's share certificates;

(M) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the Board of Trustees;

(N) Brokerage Commissions. All brokerage
commissions and other charges incident to the purchase, sale,
or lending of the Fund's portfolio securities;

-4-

<PAGE>

(O) Taxes. All taxes or governmental fees payable by
or in respect of the Trust or Fund to federal, state, or other
governmental agencies, domestic or foreign, including stamp or
other transfer taxes;

(P) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Trust's membership in
any trade association or other investment organization;

(Q) Interest. All interest which may accrue and
be payable as a result of the Fund's activities;

(R) Stationery and Postage. The cost of all
stationery and postage required by the Fund, unless otherwise
payable by another party with respect to an activity or
expense referred to above; and

(S) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Trust on behalf of
the Fund is a party and the expenses the Trust on behalf of
the Fund may incur as a result of its legal obligation to
provide indemnification to its officers, trustees, and agents.

(c) In the event that the Trust offers other series
of its shares in the future, then the Fund shall only be responsible for
expenses directly attributable to it and its operations and for such other costs
and expenses of the Trust as the Board of Trustees may by resolution or
otherwise direct.

7. Reimbursement for Advanced Costs and Expenses. To the
extent the Adviser incurs any costs or performs any services which are an
obligation of the Trust or Fund, as set forth herein, the Trust on behalf of the
Fund and out of the Fund's assets shall promptly reimburse the Adviser for such
costs and expenses. To the extent the services for which the Fund is obligated
to pay are performed by the Adviser, the Adviser shall be entitled to recover
from the Fund only to the extent of its actual costs for such services.

8. Fees. (a) The Trust on behalf of the Fund and out of the
Fund's assets agrees to pay to the Adviser, and the Adviser agrees to accept, as
full compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 1.00% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily
during each month by the Trust on behalf of the Fund and paid to the Adviser on
the first business day of the succeeding month. The initial monthly fee under
this Agreement shall be payable on the first business day of the first month
following the effectivedate of this Agreement. The fee to the

-5-

<PAGE>

Adviser shall be prorated for the portion of any month in which this Agreement
is in effect which is not a complete month according to the proportion which the
number of calendar days in the month during which the Agreement is in effect
bears to the calendar days in the month. If this Agreement is terminated prior
to the end of any month, the fee to the Adviser shall be payable within ten (10)
days after the date of termination.

(c) The Adviser may reduce or waive any portion of the
compensation due to it hereunder, or for reimbursement of expenses by the Trust
pursuant to Paragraph 7 of this Agreement, and any such reduction or waiver
shall be applicable only with respect to the specific items waived and shall not
constitute a waiver of any future compensation or reimbursement due to the
Adviser hereunder. In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof, or by the Adviser's assumption of expenses of the Fund. Any fee
withheld pursuant to this paragraph from the Adviser (including by way of the
assumption of expenses by the Adviser) shall be reimbursed by the Trust to the
Adviser in the first fiscal year or the second fiscal year next succeeding the
fiscal year of the withholding to the extent permitted by the applicable state
law to the extent the expenses of the Fund for the next succeeding fiscal year
or second succeeding fiscal year do not exceed any such expense limitation in
effect at the time, or any more restrictive limitation to which the Adviser has
agreed.

(d) The Adviser may agree not to require payment of any
portion of the compensation or reimbursement of expenses otherwise due to it
pursuant to this Agreement prior to the time such compensation or reimbursement
has accrued as a liability of the Trust. Any such agreement shall be applicable
only with respect to the specific items covered thereby and shall not constitute
an agreement not to require payment of any future compensation or reimbursement
due to the Adviser hereunder.

9. Short Positions in Fund's Shares. The Adviser agrees that
neither it nor any of its officers or employees shall take any short position in
the shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers and Trustees or employees of the Adviser or any
trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the Act.

10. Relationship to Provisions of Agreement and Declaration of
Trust. Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Agreement and Declaration of Trust or any applicable
statute or regulation, or to relieve or deprive the Board of Trustees of the
Trust of its responsibility for and control of the conduct of the affairs of the
Trust and Fund.

-6-

<PAGE>

11. Duties and Standards of Care. (a) In the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
obligations or duties hereunder on the part of the Adviser, the Adviser shall
not be subject to liability to the Fund or to any shareholder of the Fund for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security by the Fund.

(b) No provision of this Agreement shall be
construed to protect any Trustee or officer of the Trust or director or officer
of the Adviser from liability in violation of Sections 17(h) and (i) of the Act.

(c) A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement are not binding upon the Trustees
or holders of the Trust's shares individually but are binding only upon the
assets and property of the Fund. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

12. Term and Renewal. This Agreement shall remain in effect
for a period of two (2) years, unless sooner terminated in accordance with
Paragraph 13 hereof, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Board of
Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of the Fund, and (ii) the vote of a majority of the Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting for the purpose of voting on such approval.

13. Termination. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Trust or by a
vote of a majority of its outstanding voting securities, upon sixty (60) days'
written notice to the Adviser, and by the Adviser upon sixty (60) days' written
notice to the Trust. This Agreement shall also terminate in the event of any
transfer or assignment thereof, as defined in the Act.

14. Certain Definitions. The terms "majority of the
outstanding voting securities" of the Trust or Fund and "interested persons"
shall have the meanings as set forth in the Act. The term "net assets" shall
have the meaning and shall be calculated as set forth in the Trust's
Registration Statement from time to time.

-7-

<PAGE>

15. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby.

16. Headings. The headings used herein are for convenience and
ease of reference only. No legal effect is intended, nor is to be derived from
such headings.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested by their duly authorized officers,
all as of the day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

President

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

President

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the ____
day of __________, 1998, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts (the "Trust"), with respect to its series of shares known as
ROBERTSON STEPHENS INTERNATIONAL INVESTORS FUND (the "Fund"), and ROBERTSON,
STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

NOW, THEREFORE, in consideration of the covenants and the
mutual promises hereinafter set forth, the parties hereto mutually agree as
follows:

(b) The Adviser shall determine the securities
to be purchased or sold by the Fund and will place orders pursuant to its
determinations with or through such persons, brokers or dealers (including
BancAmerica Robertson Stephens) in conformity with

-1-

<PAGE>

2. Sub-advisers and Consultants. The Adviser may from time to
time, in its discretion, delegate certain of its responsibilities under this
Agreement to one or more qualified companies, each of which is registered under
the Investment Advisers Act of 1940, as amended, provided that the separate
costs of employing such companies and of the companies themselves are borne by
the Adviser and not by the Fund.

-2-

<PAGE>

other information relating to its investments as may be in the possession of the
Trust or available to it and such other information as the Adviser may
reasonably request.

(b) The Trust shall bear all expenses of the
Fund's organization, operations, and business not specifically assumed or agreed
to be paid by the Adviser as provided in this Agreement. In particular, but
without limiting the generality of the foregoing, the Trust on behalf of the
Fund and out of its assets shall pay:

(C) Books and Records. All costs and expenses
associated with the maintenance of the Fund's books of account
and records as required by the Act;

(F) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;

-3-

<PAGE>

(G) Communication Equipment. All charges for
equipment or services used for communication between the
Adviser or the Trust and the custodian, transfer agent or any
other agent selected by the Trust;

(H) Legal and Accounting Fees and Expenses. All
charges for services and expenses of the Trust's legal counsel
and independent auditors for the benefit of the Trust;

(M) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the Board of Trustees;

(N) Brokerage Commissions. All brokerage commissions
and other charges incident to the purchase, sale, or lending
of the Fund's portfolio securities;

-4-

<PAGE>

(P) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Trust's membership in
any trade association or other investment organization;

(Q) Interest. All interest which may accrue and be
payable as a result of the Fund's activities;

(R) Stationery and Postage. The cost of all
stationery and postage required by the Fund, unless otherwise
payable by another party with respect to an activity or
expense referred to above; and

(b) The management fee shall be accrued daily during
each month by the Trust on behalf of the Fund and paid to the Adviser on the
first business day of the succeeding month. The initial monthly fee under this
Agreement shall be payable on the first business day of the first month
following the effective date of this Agreement. The fee to the

-5-

<PAGE>

(d) The Adviser may agree not to require payment of
any portion of the compensation or reimbursement of expenses otherwise due to it
pursuant to this Agreement prior to the time such compensation or reimbursement
has accrued as a liability of the Trust. Any such agreement shall be applicable
only with respect to the specific items covered thereby and shall not constitute
an agreement not to require payment of any future compensation or reimbursement
due to the Adviser hereunder.

-6-

<PAGE>

(b) No provision of this Agreement shall be construed
to protect any Trustee or officer of the Trust or director or officer of the
Adviser from liability in violation of Sections 17(h) and (i) of the Act.

(c) A copy of the Agreement and Declaration of Trust
of the Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually, and that
the obligations arising out of this Agreement are not binding upon the Trustees
or holders of the Trust's shares individually but are binding only upon the
assets and property of the Fund. The Adviser acknowledges that it has received
notice of and accepts the limitations of liability as set forth in the Agreement
and Declaration of Trust of the Trust. The Adviser agrees that the Trust's
obligations hereunder shall be limited to the Fund and to its assets, and that
the Adviser or any affiliated or related party shall not seek satisfaction of
any such obligation from any shareholder of the Fund nor from any trustee,
officer, employee or agent of the Trust.

-7-

<PAGE>

15. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby.

16. Headings. The headings used herein are for convenience and
ease of reference only. No legal effect is intended, nor is to be derived from
such headings.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested by their duly authorized officers,
all as of the day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

-------------------------------
President

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

-------------------------------
President

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as
of the ____ day of __________, 1998, by and between ROBERTSON STEPHENS
INVESTMENT TRUST, a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (the "Trust"), with respect to its series of
shares known as ROBERTSON STEPHENS LARGE CAPITALIZATION EQUITY INCOME FUND (the
"Fund"), and ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. (the
"Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and

WHEREAS, the Trust desires to retain the Adviser to render advice
and services to the Trust and Fund pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said advice and services;

NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto mutually agree as follows:

(b) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such

-1-

persons, brokers or dealers (including BancAmerica Robertson
Stephens) in conformity with the policy with respect to brokerage as set forth
in the Trust's Registration Statement and the Fund's Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time.

-2-

other information relating to its investments as may be in the possession of the
Trust or available to it and such other information as the Adviser may
reasonably request.

(b) The Trust shall bear all expenses of the Fund's
organization, operations, and business not specifically assumed or agreed to be
paid by the Adviser as provided in this Agreement. In particular, but without
limiting the generality of the foregoing, the Trust on behalf of the Fund and
out of its assets shall pay:

(C) Books and Records. All costs and expenses
associated with the maintenance of the Fund's books of account
and records as required by the Act;

(F) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;

-3-

<PAGE>

(G) Communication Equipment. All charges for
equipment or services used for communication between the
Adviser or the Trust and the custodian, transfer agent or any
other agent selected by the Trust;

(H) Legal and Accounting Fees and Expenses. All
charges for services and expenses of the Trust's legal counsel
and independent auditors for the benefit of the Trust;

(M) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the Board of Trustees;

(N) Brokerage Commissions. All brokerage commissions
and other charges incident to the purchase, sale, or lending
of the Fund's portfolio securities;

-4-

<PAGE>

(P) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Trust's membership in
any trade association or other investment organization;

(Q) Interest. All interest which may accrue and be
payable as a result of the Fund's activities;

(R) Stationery and Postage. The cost of all
stationery and postage required by the Fund, unless otherwise
payable by another party with respect to an activity or
expense referred to above; and

8. Fees. (a) The Trust on behalf of the Fund and out of the
Fund's assets agrees to pay to the Adviser, and the Adviser agrees to accept, as
full compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 0.75% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during
each month by the Trust on behalf of the Fund and paid to the Adviser on the
first business day of the succeeding month. The initial monthly fee under this
Agreement shall be payable on the first business day of the first month
following the effective date of this Agreement. The fee to the

-5-

<PAGE>

(d)The Adviser may agree not to require payment of any
portion of the compensation or reimbursement of expenses otherwise due to it
pursuant to this Agreement prior to the time such compensation or reimbursement
has accrued as a liability of the Trust. Any such agreement shall be applicable
only with respect to the specific items covered thereby and shall not constitute
an agreement not to require payment of any future compensation or reimbursement
due to the Adviser hereunder.

-6-

<PAGE>

-7-

<PAGE>

15. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby.

16. Headings. The headings used herein are for convenience and
ease of reference only. No legal effect is intended, nor is to be derived from
such headings.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested by their duly authorized officers,
all as of the day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

-------------------------------
President

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

-------------------------------
President

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the ____
day of __________, 1998, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts (the "Trust"), with respect to its series of shares known as
ROBERTSON STEPHENS LARGE CAPITALIZATION VALUE FUND (the "Fund"), and ROBERTSON,
STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

NOW, THEREFORE, in consideration of the covenants and the
mutual promises hereinafter set forth, the parties hereto mutually agree as
follows:

(b) The Adviser shall determine the securities
to be purchased or sold by the Fund and will place orders pursuant to its
determinations with or through such persons, brokers or dealers (including
BancAmerica Robertson Stephens) in conformity with

-1-

<PAGE>

-2-

<PAGE>

other information relating to its investments as may be in the possession of the
Trust or available to it and such other information as the Adviser may
reasonably request.

(b) The Trust shall bear all expenses of the
Fund's organization, operations, and business not specifically assumed or agreed
to be paid by the Adviser as provided in this Agreement. In particular, but
without limiting the generality of the foregoing, the Trust on behalf of the
Fund and out of its assets shall pay:

(C) Books and Records. All costs and expenses
associated with the maintenance of the Fund's books of account
and records as required by the Act;

(F) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;

-3-

<PAGE>

(G) Communication Equipment. All charges for
equipment or services used for communication between the
Adviser or the Trust and the custodian, transfer agent or any
other agent selected by the Trust;

(H) Legal and Accounting Fees and Expenses. All
charges for services and expenses of the Trust's legal counsel
and independent auditors for the benefit of the Trust;

(M) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the Board of Trustees;

(N) Brokerage Commissions. All brokerage commissions
and other charges incident to the purchase, sale, or lending
of the Fund's portfolio securities;

-4-

<PAGE>

(P) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Trust's membership in
any trade association or other investment organization;

(Q) Interest. All interest which may accrue and be
payable as a result of the Fund's activities;

(R) Stationery and Postage. The cost of all
stationery and postage required by the Fund, unless otherwise
payable by another party with respect to an activity or
expense referred to above; and

8. Fees. (a) The Trust on behalf of the Fund and out of the
Fund's assets agrees to pay to the Adviser, and the Adviser agrees to accept, as
full compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 0.75% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during
each month by the Trust on behalf of the Fund and paid to the Adviser on the
first business day of the succeeding month. The initial monthly fee under this
Agreement shall be payable on the first business day of the first month
following the effective date of this Agreement. The fee to the

-5-

<PAGE>

(d) The Adviser may agree not to require payment of
any portion of the compensation or reimbursement of expenses otherwise due to it
pursuant to this Agreement prior to the time such compensation or reimbursement
has accrued as a liability of the Trust. Any such agreement shall be applicable
only with respect to the specific items covered thereby and shall not constitute
an agreement not to require payment of any future compensation or reimbursement
due to the Adviser hereunder.

-6-

<PAGE>

-7-

<PAGE>

15. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby.

16. Headings. The headings used herein are for convenience and
ease of reference only. No legal effect is intended, nor is to be derived from
such headings.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested by their duly authorized officers,
all as of the day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

-------------------------------
President

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

-------------------------------
President

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made as of the ____
day of __________, 1998, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts (the "Trust"), with respect to its series of shares known as
ROBERTSON STEPHENS 50/500 FUND (the "Fund"), and ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P. (the "Adviser")

W I T N E S S E T H :

WHEREAS, the Trust is an open-end, management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "Act"); and

NOW, THEREFORE, in consideration of the covenants and the
mutual promises hereinafter set forth, the parties hereto mutually agree as
follows:

(b) The Adviser shall determine the securities
to be purchased or sold by the Fund and will place orders pursuant to its
determinations with or through such persons, brokers or dealers (including
BancAmerica Robertson Stephens) in conformity with

-1-

<PAGE>

-2-

<PAGE>

other information relating to its investments as may be in the possession of the
Trust or available to it and such other information as the Adviser may
reasonably request.

(b) The Trust shall bear all expenses of the Fund's
organization, operations, and business not specifically assumed or agreed to be
paid by the Adviser as provided in this Agreement. In particular, but without
limiting the generality of the foregoing, the Trust on behalf of the Fund and
out of its assets shall pay:

(C) Books and Records. All costs and expenses
associated with the maintenance of the Fund's books of account
and records as required by the Act;

(F) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;

-3-

<PAGE>

(G) Communication Equipment. All charges for
equipment or services used for communication between the
Adviser or the Trust and the custodian, transfer agent or any
other agent selected by the Trust;

(H) Legal and Accounting Fees and Expenses. All
charges for services and expenses of the Trust's legal counsel
and independent auditors for the benefit of the Trust;

(M) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the Board of Trustees;

(N) Brokerage Commissions. All brokerage commissions
and other charges incident to the purchase, sale, or lending
of the Fund's portfolio securities;

-4-

<PAGE>

(P) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Trust's membership in
any trade association or other investment organization;

(Q) Interest. All interest which may accrue and be
payable as a result of the Fund's activities;

(R) Stationery and Postage. The cost of all
stationery and postage required by the Fund, unless otherwise
payable by another party with respect to an activity or
expense referred to above; and

8. Fees. (a) The Trust on behalf of the Fund and out of the
Fund's assets agrees to pay to the Adviser, and the Adviser agrees to accept, as
full compensation for all services furnished or provided to the Trust and Fund
hereunder, and as full reimbursement for all expenses assumed by the Adviser, a
management fee computed at the rate of 0.75% per annum of the average daily net
assets of the Fund.

(b) The management fee shall be accrued daily during
each month by the Trust on behalf of the Fund and paid to the Adviser on the
first business day of the succeeding month. The initial monthly fee under this
Agreement shall be payable on the first business day of the first month
following the effective date of this Agreement. The fee to the

-5-

<PAGE>

(d) The Adviser may agree not to require payment of
any portion of the compensation or reimbursement of expenses otherwise due to it
pursuant to this Agreement prior to the time such compensation or reimbursement
has accrued as a liability of the Trust. Any such agreement shall be applicable
only with respect to the specific items covered thereby and shall not constitute
an agreement not to require payment of any future compensation or reimbursement
due to the Adviser hereunder.

-6-

<PAGE>

-7-

<PAGE>

15. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby.

16. Headings. The headings used herein are for convenience and
ease of reference only. No legal effect is intended, nor is to be derived from
such headings.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested by their duly authorized officers,
all as of the day and year first above written.

ROBERTSON STEPHENS INVESTMENT
TRUST

-------------------------------
President

ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.

By: Bayview Holdings, Inc.,
General Partner

-------------------------------
President

Schedule A

March 25, 1998

Robertson Stephens Asia Fund
Robertson Stephens Diversified Growth Fund
Robertson Stephens Growth & Income Fund
Robertson Stephens Global Low-Priced Stock Fund
Robertson Stephens Global Natural Resources Fund
Robertson Stephens Global Value Fund
Robertson Stephens Information Age Fund
Robertson Stephens International Fund
Robertson Stephens International Investors Fund
Robertson Stephens Large Capitalization Equity Income Fund
Robertson Stephens Large Capitalization Value Fund
Robertson Stephens MicroCap Growth Fund
Robertson Stephens 50/500 Fund

EXHIBIT A
to the
Shareholder Service Plan

ROBERTSON STEPHENS INVESTMENT TRUST

Class C Shares of the following Funds:

The Asia Fund The Contrarian Fund(TM) Developing Countries Fund
Diversified Growth Fund The Emerging Growth Fund Global Low-Priced Stock Fund
Global Natural Resources Fund Global Value Fund Growth & Income Fund
Information Age Fund(TM) International Fund International Investors Fund
50/500 Fund Large Capitalization Value Fund MicroCap Growth Fund
Partners Fund Value + Growth Fund Large Capitalization Equity Income Fund

</TABLE>

This Plan is adopted by Robertson Stephens Investment Trust with
respect to the Classes of shares of the Funds set forth above.

Witness the due execution hereof this ____ day of _______, 199_.

ROBERTSON STEPHENS
INVESTMENT TRUST

By:______________________________