ROBERTSON STEPHENS INVESTMENT TRUST, 497, 1998-09-22

ROBERTSON STEPHENS INVESTMENT TRUST
497, 1998-09-22

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ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS A SHARES
800-766-FUND March 1, 1998,
as revised September 22, 1998
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ROBERTSON STEPHENS INVESTMENT TRUST makes available to investors the
expertise of the investment professionals at Robertson Stephens Investment
Management. The Trust is offering Class A shares of ten mutual funds by this
Prospectus: The CONTRARIAN FUND-TM-, The Robertson Stephens DIVERSIFIED GROWTH
FUND, The Robertson Stephens EMERGING GROWTH FUND, The Robertson Stephens GLOBAL
NATURAL RESOURCES FUND, The Robertson Stephens GLOBAL VALUE FUND, The Robertson
Stephens GROWTH & INCOME FUND, The INFORMATION AGE FUND-TM-, The Robertson
Stephens MICROCAP GROWTH FUND, The Robertson Stephens PARTNERS FUND, and The
Robertson Stephens VALUE + GROWTH FUND.

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

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

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

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

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

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets):
GLOBAL
CON- DIVERSIFIED EMERGING NATURAL GLOBAL
TRARIAN GROWTH GROWTH RESOURCES VALUE
-------- ----------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Management Fees 1.50% 1.00% 1.00% 1.00% 1.00%
Rule 12b-1 Expenses 0.25%(1) 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.23% 0.64% 0.25% 0.32% 0.70%(1)*
-------- ----------- -------- --------- ---------
Total Fund Operating
Expenses 1.98%(1) 1.89% 1.50% 1.57% 1.95%(1)*
</TABLE>

<TABLE>
<CAPTION>
VALUE
GROWTH & INFORMATION MICROCAP +
INCOME AGE GROWTH PARTNERS GROWTH
-------- ----------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Management Fees 1.00% 1.00% 1.25% 1.25% 1.00%
Rule 12b-1 Expenses 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.05%(1) 0.32% 0.45%(1) 0.28% 0.19%
-------- ----------- -------- -------- ------
Total Fund Operating
Expenses 1.30%(1) 1.57% 1.95%(1) 1.78% 1.44%
</TABLE>

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

2
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EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
The Contrarian Fund-TM- $ 20 $ 62 $ 107 $ 230
The Diversified Growth Fund $ 19 $ 59 $ 102 $ 220
The Emerging Growth Fund $ 15 $ 47 $ 82 $ 179
The Global Natural Resources Fund $ 16 $ 50 $ 85 $ 186
The Global Value Fund $ 20 $ 61 $ 105 $ 227
The Growth & Income Fund $ 13 $ 41 $ 71 $ 156
The Information Age Fund-TM- $ 16 $ 50 $ 85 $ 186
The MicroCap Growth Fund $ 20 $ 61 $ 105 $ 227
The Partners Fund $ 18 $ 56 $ 96 $ 209
The Value + Growth Fund $ 15 $ 46 $ 79 $ 172
</TABLE>

This information is provided to help investors understand the operating expenses
of the Funds. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. Other
Expenses and Total Fund Operating Expenses for some of the Funds reflect
voluntary expense limitations currently in effect. In the absence of those
limitations, Other Expenses and Total Fund Operating Expenses, respectively, of
those Funds would be as follows: Global Value Fund, 1.96% and 3.21%; Growth &
Income Fund, 0.47% and 1.72%; MicroCap Growth Fund, 1.10% and 2.60% (without
giving effect to any reduction in administrative service fees described below).
In addition, Rule 12b-1 Expenses for the Contrarian Fund-TM- reflect the rate to
which the Trustees have limited payments under the Fund's Distribution Plan; in
the absence of that limitation, the Fund's Rule 12b-1 Expenses would be 0.75%,
and Total Fund Operating Expenses would be 2.48%. Until May 26, 1998, each of
the Diversified Growth, Growth & Income, Global Natural Resources, Global Value,
Information Age, and MicroCap Growth Funds paid fees under an administrative
services agreement with Robertson Stephens Investment Management at an annual
rate of 0.25% of a Fund's average daily net assets; the agreement was amended on
that date to provide that no fee would be payable by those Funds for services
under the agreement. Other Expenses and Total Fund Operating Expenses for those
Funds are shown in the table above giving effect to the fee reduction. In the
absence of the fee reduction, Other Expenses and Total Fund Operating Expenses
for the Diversified Growth Fund would be 0.89% and 2.14%, respectively; for the
Global Natural Resources Fund, 0.57% and 1.82%, respectively; and for the
Information Age Fund, 0.57% and 1.82%, respectively. The Management Fees paid by
the Funds are higher than those paid by most other mutual funds. Because of Rule
12b-1 fees paid by the Funds, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales load permitted under
applicable broker-dealer sales rules.

3
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FINANCIAL HIGHLIGHTS

THE CONTRARIAN FUND-TM-

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

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

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

* ANNUALIZED.

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

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

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

4
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FINANCIAL HIGHLIGHTS (continued)

THE DIVERSIFIED GROWTH FUND

<TABLE>
<CAPTION>
The Diversified
Growth Fund
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FOR THE
YEAR PERIOD
ENDED ENDED
12/31/97 12/31/96(1)
<S> <C> <C>
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Net asset value, beginning of period $12.42 $10.00
Income From Investment Operations:
Net investment income/(loss) (0.17) (0.05)
Net realized gain/(loss) and unrealized appreciation/(depreciation) on
investments 3.72 2.47
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Total from investment operations 3.55 2.42
Distributions:
Dividends from net investment income -- --
Distribution from net realized capital gain (1.93) --
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Net asset value, end of period $14.04 $12.42
Total Return 29.45% 24.20%
Ratios/Supplemental Data:
Net assets, end of period (thousands) $80,278 $59,588
Ratio of net operating expenses to average net assets 1.94%(2) 2.28%(2)*
Ratio of net investment income/(loss) to average net assets (1.20)%(2) (1.05)%(2)*
Portfolio turnover rate 370% 69%
Average commission rate paid(3) $0.0641 $0.0526
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</TABLE>

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

* ANNUALIZED.

(1) THE DIVERSIFIED GROWTH FUND COMMENCED OPERATIONS ON AUGUST 1, 1996.

(2) IF THE DIVERSIFIED GROWTH FUND HAD PAID ALL OF ITS EXPENSES AND HAD RECEIVED
NO REIMBURSEMENT FROM THE ADVISER, THE RATIO OF EXPENSES TO AVERAGE NET
ASSETS FOR THE YEAR ENDED DECEMBER 31, 1997 AND FOR THE PERIOD ENDED
DECEMBER 31, 1996, WOULD HAVE BEEN 2.14% AND 2.44%, RESPECTIVELY, AND THE
RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS WOULD HAVE BEEN (1.40%)
AND (1.21%), RESPECTIVELY.

5
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FINANCIAL HIGHLIGHTS (continued)

THE EMERGING GROWTH FUND

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

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

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

* ANNUALIZED.

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

6
<PAGE>
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FINANCIAL HIGHLIGHTS (continued)

THE EMERGING GROWTH FUND (continued)

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

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

7
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FINANCIAL HIGHLIGHTS (continued)

THE GLOBAL NATURAL RESOURCES FUND

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

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

* ANNUALIZED.

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

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

8
<PAGE>
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FINANCIAL HIGHLIGHTS (continued)

THE GLOBAL VALUE FUND AND THE GROWTH & INCOME FUND

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

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

* ANNUALIZED.

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

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

FINANCIAL HIGHLIGHTS (continued)

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

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

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

* ANNUALIZED.

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

10
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- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

THE VALUE + GROWTH FUND

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

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

* ANNUALIZED.

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

11
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INVESTMENT OBJECTIVES AND POLICIES

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

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

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

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

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

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

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

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

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

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

The Fund will invest principally in common and preferred stocks and
warrants. Although the Fund intends to focus on companies with market

12
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capitalizations of up to $3 billion, the Fund will remain flexible and may
invest in securities of larger companies. The Fund may also purchase debt
securities Robertson Stephens Investment Management believes are consistent with
the Fund's investment objective, and may engage in short sales of securities it
expects to decline in price.

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

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

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

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

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

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

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

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

Companies in the natural resources industries include companies that
Robertson Stephens Investment Management considers to be principally engaged in
the discovery, development, production, or distribution of natural resources,
the development of technologies for the production or efficient use of natural

13
<PAGE>
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- --------------------------------------------------------------------------------
resources, or the furnishing of related supplies or services. Natural resources
include, for example, energy sources, precious metals, forest products, real
estate, nonferrous metals, and other basic commodities.

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

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

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

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

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

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

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

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

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

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

- Discern the sources and uses of cash;
- Consider how management is compensated; and
- Ask how the stock market is pricing the entire company.

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

The Fund may invest in securities of companies located anywhere in the
world, if Robertson Stephens Investment Management believes they are consistent
with the Fund's investment objective. Under normal circumstances, the Fund's
assets will be invested in securities of issuers located in at least three
countries, one of which may be the United States. The Fund will consider an
issuer of securities to be located in a country if it is organized under the
laws of that country and has a principal office in that country, if it derives
50% or more of its total revenues from business in that country or if its equity
securities are traded principally on a securities exchange in that country. The
Fund is a non-diversified mutual fund.

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

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

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

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

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

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

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

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

- Computer hardware and software of any kind, including, for example,
semiconductors, minicomputers, and peripheral equipment.

15
<PAGE>
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- --------------------------------------------------------------------------------

- Telecommunications products and services.
- Multimedia products and services, including, for example, goods and
services used in the broadcast and media industries.
- Data processing products and services.
- Financial services companies that collect or disseminate market, economic,
and financial information.

A particular company will be considered to be principally engaged in the
information technology industries if at the time of investment Robertson
Stephens Investment Management determines that at least 50% of the company's
assets, gross income, or net profits are committed to, or derived from, those
industries. A company will also be considered to be principally engaged in the
information technology industries if Robertson Stephens Investment Management
considers that the company has the potential for capital appreciation primarily
as a result of particular products, technology, patents, or other market
advantages in those industries. The Fund will normally invest at least 65% of
its assets in securities of companies in the information technology industries.

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

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

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

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

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

16
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THE PARTNERS FUND
- -------------------------------------

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

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

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

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

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

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

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

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

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

The Funds may also engage in the following investment practices, each of
which involves certain special risks. The Statement of Additional Information
contains more detailed information

17
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about these practices (some of which, including, for example, options and
futures contracts, and certain debt securities, may be considered "derivative"
investments), including limitations designed to reduce these risks.

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

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

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

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

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

18
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In addition, there may be a possibility of nationalization or expropriation
of assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability, and diplomatic developments that could
affect the value of a Fund's investments in certain foreign countries. Legal
remedies available to investors in certain foreign countries may be more limited
than those available with respect to investments in the United States or in
other foreign countries. In the case of securities issued by a foreign
governmental entity, the issuer may in certain circumstances be unable or
unwilling to meet its obligations on the securities in accordance with their
terms, and a Fund may have limited recourse available to it in the event of
default. The laws of some foreign countries may limit a Fund's ability to invest
in securities of certain issuers located in those foreign countries. Special tax
considerations apply to foreign securities. A Fund may buy or sell foreign
currencies and options and futures contracts on foreign currencies for hedging
purposes in connection with its foreign investments. Except as otherwise
provided in this Prospectus, there is no limit on the amount of a Fund's assets
that may be invested in foreign securities.

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

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

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

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

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

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

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

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

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

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

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

INDEX FUTURES AND OPTIONS. A Fund may buy and sell index futures contracts
("index

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

LEAPS AND BOUNDS. The VALUE + GROWTH FUND may purchase long-term
exchange-traded equity options called Long-Term Equity Anticipation Securities
("LEAPs") and Buy-Write Options Unitary Derivatives ("BOUNDs"). LEAPs provide a
holder the opportunity to participate in the underlying securities' appreciation
in excess of a fixed dollar amount, and BOUNDs provide a holder the opportunity
to retain dividends on the underlying securities while potentially participating
in the underlying securities' capital appreciation up to a fixed dollar amount.
The VALUE + GROWTH FUND will not purchase these options with respect to more
than 25% of the value of its net assets. For more information, see the Statement
of Additional Information.

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

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

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

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

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

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

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

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

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

MANAGEMENT OF THE FUNDS

The Trustees of the Trust are responsible for generally overseeing the
conduct of the Trust's business. Robertson, Stephens & Company Investment
Management, L.P. ("RSIM, L.P."), 555 California Street, San Francisco, CA 94104,
is the investment adviser for each of the Funds other than the Emerging Growth
Fund. RSIM, L.P., a California partnership, was formed in 1993 and is a wholly
owned indirect subsidiary of BankAmerica Corp. Robertson Stephens Investment
Management has approximately $3.8 billion under management in public and private
investment funds. BankAmerica Corp. is a global financial services company with
approximately $250 billion in assets and an equity capital base of approximately
$20 billion.

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

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

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. Affiliates of Robertson Stephens Investment Management
may receive brokerage commissions from the Funds in accordance with procedures
adopted by the Trustees under the Investment Company Act of 1940 which require
periodic review of these transactions. Subject to seeking the most favorable
price and execution available, Robertson Stephens Investment Management may
consider sales of shares of the Funds as a factor in the selection of
broker-dealers.

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

ADMINISTRATIVE SERVICES. Each of the DIVERSIFIED GROWTH, GROWTH & INCOME,
GLOBAL NATURAL RESOURCES, GLOBAL VALUE, INFORMATION AGE and MICROCAP GROWTH
FUNDS has entered into an agreement with Robertson Stephens Investment
Management pursuant to which Robertson Stephens Investment Management provides
administrative services to the Fund. No fees are payable by the Funds under the
agreement.

PORTFOLIO MANAGERS

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

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

Roderick R. Berry joined the Robertson Stephens Investment Management
research team in April 1995 and serves as a co-portfolio manager of The
Information Age Fund-TM- . He has served on the management team of that Fund
since its inception. Prior to joining Robertson Stephens, Mr. Berry worked for
USL Capital for six years as both an investment officer and a financial manager.
Prior to joining USL Capital, he was the assistant product manager for
interest-bearing

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

Cathy Baker joined the Robertson Stephens Investment Management research
team in March 1997 and serves as a co-portfolio manager of The Information Age
Fund-TM-. Previously, Ms. Baker served as a senior analyst covering information
services companies at Robertson, Stephens & Co. beginning in the spring of 1995.
Prior to joining Robertson, Stephens & Co., she served as an analyst at Cowen &
Company. Ms. Baker also has previous brokerage analyst experience at J.P. Morgan
Securities and industry experience at IBM as an analyst in software
acquisitions. She has a B.S.E. in electrical engineering from the University of
Michigan and holds an M.B.A. from Carnegie-Mellon University.

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

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

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

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

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

The Contrarian Fund-TM- is managed by a team of investment professionals at
Robertson Stephens Investment Management.

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HOW TO PURCHASE SHARES
(CLASS A SHARES ONLY)

Currently, your minimum initial investment is $5,000 ($1,000 for IRA and for
gift/transfer-to-minor accounts), and your subsequent investments must be at
least $100 ($1 for IRA). You may obtain an Application by calling the Funds at
1-800-766-FUND, or by writing to the Funds 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 by mail or by wire transfer as
described below.

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

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

BY WIRE:

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

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

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

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

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

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

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

AUTOBUY: The Autobuy option allows shareholders to purchase shares by
moving

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

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

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

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

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

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

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

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

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

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

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HOW TO REDEEM SHARES
(CLASS A SHARES ONLY)

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

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

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

(2) identifies your Fund and account number; and

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

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

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

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

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

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

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instruction along with a voided check to the Transfer Agent.

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

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

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

THE FUNDS' DISTRIBUTOR

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

Affiliates of RSIM, L.P. and RSIM, Inc. provide certain services to Edgewood
in respect of the promotion of the shares of the Funds. In return for these
services, Edgewood pays to these affiliates substantially all of the payments
received by Edgewood under the Distribution Plan.

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

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Each Fund distributes substantially all of its net investment income and net
capital gains to shareholders at least once a year (more often if necessary to
avoid certain excise or income taxes on the Fund). All distributions will be
automatically reinvested in Fund shares unless the

28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
shareholder requests cash payment on at least 10 days' prior written notice to
the Transfer Agent.

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

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

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

HOW NET ASSET VALUE IS DETERMINED

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

HOW PERFORMANCE IS DETERMINED

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

All data are based on a Fund's past investment results and do not predict
future performance. Investment performance, which will vary, is based on many
factors, including market conditions, the composition of the Fund's portfolio,
and the Fund's investments expenses. Investment performance also often reflects
the risks associated with a Fund's investment objective

29
<PAGE>
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- --------------------------------------------------------------------------------
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 series offered by this Prospectus issues shares of two classes,
Class A shares and Class C shares. The sales charges and other expenses of a
Fund's Class C shares differ from those of its Class A shares, which will affect
performance. For information concerning the Class C shares of any Fund, call
1-800-880-4243. Although the Trust is not required to hold annual shareholder
meetings, shareholders have the right to call a meeting to elect or remove
Trustees, or to take other actions as provided in the Agreement and Declaration
of Trust.

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

30
<PAGE>
- ----------------------------------------------------
- ----------------------------------------------------

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

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

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

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104

LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110

CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110

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

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

[LOGO]

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

CLASS A SHARES
PROSPECTUS
March 1, 1998,
as revised September 22, 1998
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS C SHARES
800-880-4243 March 1, 1998,
as revised September 22, 1998
- --------------------------------------------------------------------------------

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

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

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

EXPENSE SUMMARY

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

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

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

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
GLOBAL
CON- DIVERSIFIED EMERGING NATURAL GLOBAL
TRARIAN GROWTH GROWTH RESOURCES VALUE
-------- ----------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Management Fees 1.50% 1.00% 1.00% 1.00% 1.00%
Rule 12b-1 Expenses 0.75% 0.75% 0.75% 0.75% 0.75%
Shareholder Service Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses* 0.23% 0.64% 0.25% 0.32% 0.70%(1)
-------- ----------- -------- --------- --------
Total Fund Operating
Expenses* 2.73% 2.64% 2.25% 2.32% 2.70%(1)
</TABLE>

<TABLE>
<CAPTION>
VALUE
GROWTH & INFORMATION MICROCAP +
INCOME AGE GROWTH PARTNERS GROWTH
-------- ----------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Management Fees 1.00% 1.00% 1.25% 1.25% 1.00%
Rule 12b-1 Expenses 0.75% 0.75% 0.75% 0.75% 0.75%
Shareholder Service Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses* 0.05%(1) 0.32% 0.45%(1) 0.28% 0.19%
-------- ----------- -------- -------- ------
Total Fund Operating
Expenses* 2.05%(1) 2.32% 2.70%(1) 2.53% 2.19%
</TABLE>

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

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

EXAMPLE

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
The Contrarian Fund-TM- $ 38 $ 85 $ 144 $ 305
The Diversified Growth Fund $ 37 $ 82 $ 140 $ 296
The Emerging Growth Fund $ 33 $ 70 $ 120 $ 258
The Global Natural Resources Fund $ 34 $ 72 $ 124 $ 265
The Global Value Fund $ 37 $ 84 $ 143 $ 302
The Growth & Income Fund $ 31 $ 64 $ 110 $ 237
The Information Age Fund-TM- $ 34 $ 72 $ 124 $ 265
The MicroCap Growth Fund $ 37 $ 84 $ 143 $ 302
The Partners Fund $ 36 $ 79 $ 134 $ 285
The Value + Growth Fund $ 32 $ 68 $ 117 $ 251
</TABLE>

This information is provided to help investors understand the operating expenses
of the Funds. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. Other
Expenses and Total Fund Operating Expenses for the Funds are estimated based on
the expenses the Funds expect to incur with respect to their Class C shares;
they also reflect voluntary expense limitations currently in effect for some of
the Funds. In the absence of those expense limitations, Other Expenses and Total
Fund Operating Expenses, respectively, of those Funds would be as follows:
Global Value Fund, 1.97% and 3.97%; Growth & Income Fund, 0.48% and 2.48%; and
MicroCap Growth Fund, 1.10% and 3.35% (without giving effect to any reduction in
administrative service fees described below). Until May 26, 1998, each of the
Diversified Growth, Growth & Income, Global Natural Resources, Global Value,
Information Age, and MicroCap Growth Funds paid fees under an administrative
services agreement with Robertson Stephens Investment Management at the annual
rate of 0.25% of a Fund's average daily net assets; the agreement was amended on
that date to provide that no fee would be payable by those Funds for services
under the agreement. Other Expenses and Total Fund Operating Expenses for those
Funds are shown in the table above giving effect to the fee reduction. In the
absence of the fee reduction, Other Expenses and Total Fund Operating Expenses
for the Diversified Growth Fund would be 0.89% and 2.89%, respectively; for the
Global Natural Resources Fund, 0.57% and 2.57%, respectively; and for the
Information Age Fund, 0.57% and 2.57%, respectively. The Management Fees paid by
the Funds are higher than those paid by most other mutual funds. Because of Rule
12b-1 fees paid by the Funds, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales load permitted under
applicable broker-dealer sales rules.

3
<PAGE>
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FINANCIAL HIGHLIGHTS

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

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

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS

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

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

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

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

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

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

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

INVESTMENT OBJECTIVES AND POLICIES

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

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

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

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

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

The Fund will invest principally in common and preferred stocks and
warrants. Although the Fund intends to focus on companies with market

6
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
capitalizations of up to $3 billion, the Fund will remain flexible and may
invest in securities of larger companies. The Fund may also purchase debt
securities Robertson Stephens Investment Management believes are consistent with
the Fund's investment objective, and may engage in short sales of securities it
expects to decline in price.

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

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

7
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
resources, or the furnishing of related supplies or services. Natural resources
include, for example, energy sources, precious metals, forest products, real
estate, nonferrous metals, and other basic commodities.

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

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

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

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

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

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

- Discern the sources and uses of cash;
- Consider how management is compensated; and
- Ask how the stock market is pricing the entire company.

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

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

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

- Computer hardware and software of any kind, including, for example,
semiconductors, minicomputers, and peripheral equipment.

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

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

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

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

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

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

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

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

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

The Funds may also engage in the following investment practices, each of
which involves certain special risks. The Statement of Additional Information
contains more detailed information

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

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

12
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

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

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

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

INDEX FUTURES AND OPTIONS. A Fund may buy and sell index futures contracts
("index

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

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

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

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

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

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

MANAGEMENT OF THE FUNDS

The Trustees of the Trust are responsible for generally overseeing the
conduct of the Trust's business. Robertson, Stephens & Company Investment
Management, L.P. ("RSIM, L.P."), 555 California Street, Suite 2600, San
Francisco, CA 94104, is the investment advisor for each of the Funds other than
the Emerging Growth Fund. RSIM, L.P., a California partnership, was formed in
1993 and is a wholly owned indirect subsidiary of BankAmerica Corp. Robertson
Stephens Investment Management has approximately $3.8 billion under management
in public and private investment funds. BankAmerica Corp. is a global financial
services company with approximately $250 billion in assets and an equity capital
base of approximately $20 billion.

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

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wholly owned indirect subsidiary of BankAmerica Corp.

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

ADMINISTRATIVE SERVICES. Each of the Diversified Growth, Growth & Income,
Global Natural Resources, Global Value, Information Age-TM-, and MicroCap Growth
Funds, has entered into an agreement with Robertson Stephens Investment
Management pursuant to which Robertson Stephens Investment Management provides
administrative services to the Fund. No fees are payable by the Funds under the
agreement.

PORTFOLIO MANAGERS

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

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both an investment officer and a financial manager. Prior to joining USL
Capital, he was the assistant product manager for interest-bearing checking at
Wells Fargo Bank. From 1987-1989, Mr. Berry was president and founder of the Bay
Area Optical Laboratory, Inc., a wholesale optical laboratory. He holds a B.A.
in economics from Stanford University and an M.B.A. from the J. L. Kellogg
School at Northwestern University.

Cathy Baker joined the Robertson Stephens Investment Management research
team in March 1997 and serves as a co-portfolio manager of The Information Age
Fund-TM-. Previously, Ms. Baker served as senior analyst covering information
services companies at Robertson, Stephens & Co. beginning in the spring of 1995.
Prior to joining Robertson, Stephens & Co., she served as an analyst at Cowen &
Company. Ms. Baker also has previous brokerage analyst experience at J.P. Morgan
Securities and industry experience at IBM as an analyst in software
acquisitions. She has a B.S.E. in electrical engineering from the University of
Michigan and holds an M.B.A. from Carnegie-Mellon University.

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

The Contrarian Fund-TM- is managed by a team of investment professionals at
Robertson Stephens Investment Management.

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HOW TO PURCHASE SHARES

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

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

Once you have made the initial minimum investment in a Fund, you can make
regular investments in that Fund of $100 or more on a monthly or quarterly basis
through automatic deductions from your bank checking account. Application forms
are available from your financial institution, or you may call 1-800-880-4243
for a form.

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

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

CONTINGENT DEFERRED SALES CHARGE. Class C shares are sold without an
initial sales charge, although a contingent deferred sales charge ("CDSC") of
1.00% is imposed on redemptions of such shares within the first year after
purchase. The CDSC will be charged on the lesser of the shares' cost or current
net asset value. Shares acquired by reinvestment of distributions will be
redeemed without a CDSC. In determining whether a CDSC is payable on any
redemption, a Fund will first redeem shares acquired through the reinvestment of
distributions, and then the remaining shares held longest. Edgewood and certain
affiliates of Robertson Stephens Investment Management 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. The
Trust must be notified in writing by you or by your financial institution of the
reinvestment for you to recover the CDSC. If you redeem shares in a Fund, there
may be tax consequences.

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

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

A Fund may waive the CDSC on Class C shares redeemed by the Trust's current
and retired Trustees (and their families), current and retired employees (and
their families) of Robertson Stephens Investment Management and its affiliates,
registered representatives and other employees (and their families) of
broker-dealers having sales agreements with Edgewood, employees (and their
families) of financial institutions having sales agreements with Edgewood (or
otherwise having an arrangement with a broker-dealer or financial institution
with respect to sales of Fund shares), financial institution trust departments
investing an aggregate of $1 million or more in one or more funds in the
Robertson Stephens family, clients of certain administrators of tax-qualified
plans, employer-sponsored retirement plans, and tax-qualified plans when

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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 call
1-800-880-4243 for information. If you invest through a broker-dealer or other
financial institution, your broker-dealer or other financial institution will be
responsible for electing on your behalf to take advantage of any of the waivers
described above. Please instruct your broker-dealer or other financial
institution accordingly.

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

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

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

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

The exchange privilege is not intended as a vehicle for short-term trading.
Excessive exchange activity may interfere with portfolio management and have an
adverse effect on all shareholders. In order to limit excessive exchange
activity and in other circumstances where Robertson Stephens Investment
Management or the Trustees believe doing so would be in the best interests of a
Fund, the Trust 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.

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

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

HOW TO REDEEM SHARES

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

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

Your financial institution and National Financial Data Services (the
"Transfer Agent") 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 the Transfer Agent, 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 the Transfer Agent that:

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

(2) identifies your Fund and account number; and

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

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

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

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

BY WIRE TRANSFER. If your financial institution receives Federal Reserve
wires, you may instruct that your redemption proceeds be forwarded to your
account with your financial institution or to you by a wire transfer. Please
indicate

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your financial institution's or your own complete wiring instructions. The Funds
will forward proceeds from telephone redemptions only to the bank or brokerage
account that you have authorized in writing. A $9.00 wire fee will be paid
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 each Fund will make payment for redeemed shares within seven
days thereafter. Under unusual circumstances, a Fund may suspend repurchases, or
postpone payment of redemption proceeds for more than seven days, as permitted
by federal securities law. If you purchase shares of a Fund by check (including
certified check) and redeem them shortly thereafter, the Fund will delay payment
of the redemption proceeds for up to fifteen days after the Fund's receipt of
the check or until the check has cleared, whichever occurs first. If you redeem
shares through your financial institution, your financial institution is
responsible for ensuring that the Transfer Agent receives your redemption
request in proper form at the appropriate time.

THE FUNDS' DISTRIBUTOR

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

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

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

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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
Robertson Stephens Investment Management or an affiliate 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
Robertson Stephens Investment Management or such affiliate 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 at a rate not exceeding 0.25% of the average daily net assets of the
Class C shares of each Fund for which the financial institution is the financial
institution of record. These administrative services may include, but are not
limited to, the following functions: providing office space, equipment,
telephone facilities, and various personnel, including clerical, supervisory,
and computer personnel, as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Funds; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as may be reasonably requested.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

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

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HOW NET ASSET VALUE IS DETERMINED

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

HOW PERFORMANCE IS DETERMINED

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

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

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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 busi-
ness 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 series offered by this Prospectus issues shares of two classes,
Class A shares and Class C shares. The sales charges and other expenses of a
Fund's Class A shares differ from (and are currently lower than) those of its
Class C shares, which will affect performance. For information concerning the
Class A shares of any Fund, call 1-800-766-FUND. Although the Trust is not
required to hold annual shareholder meetings, shareholders have the right to
call a meeting to elect or remove Trustees, or to take other actions as provided
in the Agreement and Declaration of Trust.

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

25
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INVESTMENT ADVISERS
Robertson, Stephens & Company
Investment Management, L.P.
RS Investment
Management, Inc.
555 California Street
Suite 2600
San Francisco, CA 94104
1-800-880-4243

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

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

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104

LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110

CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110

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[LOGO]

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

CLASS C SHARES
PROSPECTUS
March 1, 1998,
as revised September 22, 1998