ROBERTSON STEPHENS INVESTMENT TRUST, 485APOS, 1998-03-12

ROBERTSON STEPHENS INVESTMENT TRUST
485APOS, 1998-03-12

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<PAGE>

As filed with the Securities and Exchange Commission on March 12, 1998
Registration No. 33-16439
811-5159

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 32 /x/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/

AMENDMENT NO. 34 /x/

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

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

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

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

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

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

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

If appropriate, check the following box:

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

THIS POST-EFFECTIVE AMENDMENT RELATES ONLY TO THE ROBERTSON STEPHENS
INTERNATIONAL FUND (FORMERLY KNOWN AS THE ROBERTSON STEPHENS ASIA FUND), A
SERIES OF SHARES OF THE REGISTRANT. NO INFORMATION AND NO PART OF THE
REGISTRATION STATEMENT IS DELETED OR SUPERSEDED HEREBY.

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

Cross Reference Sheet

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

Item 13. Investment Objectives and Policies. . . . . . . . . . . . . . . . Investment Objectives and Policies;
The Fund's Investment Limitations

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

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

Item 16. Investment Advisory and Other Services. . . . . . . . . . . . . . Management of the Fund; The Fund's
Distributor; Additional Information

Item 17. Brokerage Allocation and Other Services . . . . . . . . . . . . . Management of the Fund; The Fund's Distributor

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

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

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

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

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

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

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

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 12, 1998

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

ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS A SHARES
800-766-FUND May ___, 1998

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

THE ROBERTSON STEPHENS INTERNATIONAL FUND

THE ROBERTSON STEPHENS INTERNATIONAL FUND seeks long-term capital appreciation
by investing in a diversified portfolio of equity securities of issuers located
anywhere in the world outside the United States. The Fund may borrow money in
an attempt to increase its investment return. The Fund is a series of Robertson
Stephens Investment Trust.

THIS PROSPECTUS EXPLAINS CONCISELY THE INFORMATION ABOUT THE FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING IN THE FUND'S CLASS A SHARES.
Please read it carefully and keep it for future reference. Investors can find
more detailed information about the Fund in the May ___, 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 FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARAN-TEED OR
ENDORSED BY, BANK OF AMERICA, OR ANY OF ITS AFFILIATES AND ARE
NOT FEDERALLY INSURED BY, GUARANTEED BY, OBLIGATIONS OF, OR OTHER-
WISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSUR-
ANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOV-
ERNMENTAL AGENCY. INVESTMENT IN THE FUND INVOLVES INVEST-
MENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
POST-EFFECTIVE AMENDMENT TO THE TRUST'S REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS
NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

EXPENSE SUMMARY

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

SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee* None
Exchange Fee None
* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees 1.00%
12b-1 Fees 0.25%
Other Expenses 0.70%*
Total Fund Operating Expenses 1.95%*

- -----------------
* Other Expenses and Total Fund Operating Expenses reflect an expense
limitation currently in effect. In the absence of the expense limitation, Other
Expenses and Total Fund Operating Expenses would be 1.96% and 3.21%,
respectively.

EXAMPLES

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

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

$20 $61

This information is provided to help you understand the expenses of investing in
the Fund and your share of the estimated operating expenses of the Fund. The
information concerning the Fund is based on the expenses the Fund expects to
incur during its first full year of operations. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE PERFORMANCE. ACTUAL EXPENSES MAY BE MORE
OR LESS THAN THOSE SHOWN. The Management Fees paid by the Fund are higher then
those paid by most other mutual funds. Because of Rule 12b-1 fees paid by the
Fund, long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge permitted under applicable broker-dealer sales
rules.

2
<PAGE>

INTRODUCTION

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

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

INVESTMENT OBJECTIVE AND POLICIES

THE FUND'S INVESTMENT OBJECTIVE IS LONG-TERM CAPITAL APPRECIATION. The
Fund invests in a diversified portfolio of equity securities of issuers located
anywhere in the world outside the United States that Robertson Stephens
Investment Management, L.P., the Fund's investment adviser, believes offer the
potential for long-term capital appreciation.

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

In selecting investments for the Fund, Robertson Stephens Investment
Management will use a methodology designed to identify a company's "economic
value added." Robertson Stephens Investment Management uses this methodology to
determine the value of a company by focusing on the level of incremental returns
on capital the company earns or has the potential to earn with its free cash
flow.

The Fund will not limit its investments to any particular type of company.
It may invest in companies, large or small, that Robertson Stephens Investment
Management believes offer the potential for capital appreciation. Robertson
Stephens Investment Management may consider a number of factors in evaluating
potential investments, including classic macroeconomic variables, equity market
valuations, and political risks. Robertson Stephens Investment Management may
also focus on the quality of a company's management, the company's growth
prospects, and the financial well being of the company. In situations where the
market for a particular security is determined by Robertson Stephens Investment
Management to be sufficiently liquid, the Fund may engage in short sales.

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

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

3
<PAGE>

The Fund is a series of Robertson Stephens Investment Trust (the "Trust"),
an open-end series investment company. The investment policies and investment
objective of the Fund may, unless otherwise specifically stated, be changed by
the Trustees of the Trust without shareholder approval. All percentage
limitations on investments will apply at the time of investment and will not be
considered violated unless an excess or deficiency occurs or exists immediately
after and as a result of the investment. There can, of course, be no assurance
that the Fund will achieve its investment objective.

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

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

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

FOREIGN SECURITIES. The Fund will invest in securities principally traded
in foreign markets. Since foreign securities are normally denominated and
traded in foreign currencies, the value of the 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 the Fund's
assets held abroad) and expenses not present in the settlement of domestic
investments. The Fund may also invest a substantial portion of its assets in
securities traded in the over-the-counter markets and not on any exchange, which
may affect the liquidity of the investment and expose the Fund to the credit
risk of its counterparties in trading those investments.

In addition, there may be a possibility of nationalization or expropriation
of assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability, and diplomatic developments that could
affect the value of the 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 the Fund may have limited recourse available to it in the event of
default. The laws of some foreign countries may limit the Fund's ability to
invest in securities of certain issuers located in those foreign countries.
Special tax considerations apply to foreign securities. The Fund may buy or
sell foreign currencies and options and futures contracts on foreign currencies
for hedging purposes in connection with its foreign investments.

It is possible that, at times, a substantial portion of the Fund's assets
will be invested in securities of issuers in emerging markets, including
under-developed and developing nations. Investments in emerging markets are
subject to the same risks applicable to foreign investments generally, although
those risks may be increased due to conditions in such markets. For example,
the securities markets and legal systems in emerging markets 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 Fund may invest are traded on
securities exchanges, they may trade in limited volume, and the exchanges may
not provide all of the conveniences or protections provided by securities
exchanges in more developed markets. The prices of securities in developing
countries are subject to greater volatility than those of issuers in many more
developed countries.

4
<PAGE>

INVESTMENTS IN SMALLER COMPANIES. The Fund may invest a substantial portion
of its assets in securities issued by small companies. Such companies may offer
greater opportunities for capital appreciation than larger companies, but
investments in such companies may involve certain special risks. Such companies
may have limited product lines, markets, or financial resources and may be
dependent on a limited management group. While the markets in securities of
such companies have grown rapidly in recent years, such securities may trade
less frequently and in smaller volume than more widely held securities. The
values of these securities may fluctuate more sharply than those of other
securities, and the 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 the Fund to dispose of such
securities may be greatly limited, and the 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 the
Fund.

SHORT SALES. 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. The Fund may make a profit or incur a loss depending upon whether the
market price of the security decreases or increases between the date of the
short sale and the date on which the Fund must replace the borrowed security.
An increase in the value of a security sold short by the Fund over the price at
which it was sold short will result in a loss to the Fund, and there can be no
assurance that a Fund will be able to close out the position at any particular
time or at an acceptable price. All short sales must be fully collateralized,
and the Fund will not sell securities short if, immediately after and as a
result of the sale, the value of all securities sold short by the Fund exceeds
25% of its total assets.

DEBT SECURITIES. The Fund may invest in debt securities from time to time,
if Robertson Stephens Investment Management believes that investing in such
securities might help achieve the Fund's objective. The Fund's investments may
include lower-quality, high-yielding debt securities. Lower-rated debt
securities (commonly called "junk bonds") are considered to be of poor standing
and predominantly speculative. Securities in the lowest rating categories may
have extremely poor prospects of attaining any real investment standing and may
be in default. It is possible that the Fund may invest in debt securities that
are in default. The rating services' descriptions of securities in the lower
rating categories, including their speculative characteristics, are set forth in
the Statement of Additional Information.

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.

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

The 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.

5
<PAGE>

OPTIONS AND FUTURES. The 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, the Fund may at times seek to hedge against fluctuations in
net asset value and to attempt to increase its investment return.

The 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 the Fund
will be able to utilize these instruments effectively for the purposes stated
above. Although the Fund will only engage in options and futures transactions
for limited purposes, those transactions involve certain risks which are
described below and in the Statement of Additional Information.

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

INDEX FUTURES AND OPTIONS. The Fund may buy and sell index futures
contracts ("index futures") and options on index futures and on indices (or may
purchase investments whose value is based on the value from time to time of one
or more foreign securities indices) for hedging purposes. An index future is a
contract to buy or sell units of a particular bond or stock index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index futures or
option transaction, the Fund realizes a gain or loss. The 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 the Fund that are the subject of a
hedge. The successful use by the 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 the Fund's potential
inability to close out futures or options positions. Although the 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 the Fund will be able to effect
closing transactions at any particular time or at an acceptable price.

The Fund expects that its options and futures transactions generally will
be conducted on recognized exchanges. The Fund may in certain instances
purchase and sell options in the over-the-counter markets. The 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. The 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.

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

SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend portfolio
securities to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some risk to
the 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 the Fund's basic investment
strategy inconsistent with the best interests of its

6
<PAGE>

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, the Fund may invest any portion of its assets in
securities of issuers in the United States, and 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 the Fund has held a particular
security is not generally a consideration in investment decisions. The
investment policies of the 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 the Fund is known as "portfolio turnover." Portfolio
turnover generally involves some expense to the 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 Fund's annual portfolio turnover is
expected to be less than 200%.

MANAGEMENT OF THE FUND

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

Subject to such policies as the Trustees may determine, Robertson Stephens
Investment Management furnishes a continuing investment program for the Fund and
makes investment decisions on the Fund's behalf pursuant to an Investment
Advisory Agreement with the Fund. Robertson Stephens Investment Management is
also responsible for overall management of the Fund's business affairs, subject
to the authority of the Board of Trustees, and for providing office space and
officers for the Trust. The Fund 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 Fund's Distribution Plan.

Robertson Stephens Investment Management places all orders for purchases
and sales of the Fund's investments. In selecting broker-dealers, Robertson
Stephens Investment Management may consider research and brokerage services
furnished to it and its affiliates. BancAmerica Robertson Stephens may receive
brokerage commissions from the Fund 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 Fund as a factor in the selection of broker-dealers.

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

ADMINISTRATIVE SERVICES. The Fund has entered into an agreement with
Robertson Stephens Investment Management pursuant to which Robertson Stephens
Investment Management provides administrative services to the Fund. The Fund
pays Robertson Stephens Investment Management a fee for such services at the
annual rate of 0.25% of its average daily net assets.

HOW TO PURCHASE SHARES

Currently, your minimum initial investment is $5,000 ($1,000 for IRA and
for gift/transfer-to-minor accounts), and your subsequent investments must be
at least $100 ($1 for IRAs). You may obtain an Application by calling the
Fund at 1-800-776-FUND, or by writing to Robertson Stephens Funds, an
affiliate of Robertson Stephens

7
<PAGE>

Investment Management, at 555 California Street, Suite 2600, San Francisco,
CA 94104. For more information on Robertson Stephens IRAs, please call to
request an IRA Disclosure Statement.

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

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

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

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

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

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

State Street Bank and Trust Company
ABA# 011 000028
Attn: Custody
DDA# 99047177
225 Franklin Street
Boston, MA 02110
Credit: International 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 Fund. The Fund, Robertson Stephens Investment
Management, BancAmerica Robertson Stephens or Edgewood Services, Inc.
("Edgewood"), the Fund's distributor, may, in their discretion, pay such brokers
for shareholder, subaccounting, and other services.

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

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

AUTOBUY: The Autobuy option allows you to purchase shares by moving money
directly from your checking account to the 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.

8
<PAGE>

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

All purchases of Fund shares are subject to acceptance by the 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 the 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 the Fund before the close of
the New York Stock Exchange, normally 4:00 p.m. eastern time.

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

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

No share certificates will be issued.

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

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

Investors should note that an exchange will result in a taxable event.
Exchange privileges may be terminated, modified, or suspended by the 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 Fund for details),
you may make exchanges by telephone.

HOW TO REDEEM SHARES

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

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

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

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-

9
<PAGE>

8025 by the close of the New York Stock Exchange, normally 4:00 p.m. eastern
time on any day the New York Stock Exchange is open for business.

If an account has more than one owner, the Transfer Agent may rely on the
instructions of any one owner. The Fund employs reasonable procedures in an
effort to confirm the authenticity of telephone instructions. If procedures
established by the Trust are not followed, the Fund 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. The 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
Fund will forward proceeds from telephone redemptions only to the bank account
or brokerage account that you have authorized in writing. A $9.00 wire fee will
be paid either by redeeming shares from your account or upon a full redemption,
deducting the fee from the proceeds.

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

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

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

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 FUND'S DISTRIBUTOR

Edgewood Services, Inc. is the principal underwriter of the Fund's
shares. To compensate Edgewood for the services it provides and for the
expenses it bears in connection with the distribution of the Fund's Class A
shares, the 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, the Fund pays Edgewood compensation, accrued daily and paid monthly, at
the annual rate of 0.25% of the Fund's average daily net assets attributable
to its Class A shares. Edgewood may pay brokers a commission expressed as a
percentage of the purchase price of shares of the Fund.

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

10
<PAGE>

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 Fund's 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 Fund's 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

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

The 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. The Fund will distribute substantially all of its net investment
income and net capital gain income on a current basis.

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

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

HOW NET ASSET VALUE IS DETERMINED

The Fund calculates the net asset value of its Class A shares by dividing
the total value of its assets attributable to its Class A shares, less
liabilities attributable to its Class A shares, by the number of its Class A
shares outstanding. Shares are valued as of 4:30 p.m. on each day the New York
Stock Exchange is open. Fund securities for which market quotations are readily
available are stated at market value. Short-term investments that will mature
in 60 days or less are stated at amortized cost, which approximates market
value. All other securities and assets are valued at their fair values
determined in accordance with the guidelines and procedures adopted by the
Trust's Board of Trustees. The net asset value of the 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 the Fund's Class A shares may from time to
time be included in advertisements about the Fund's Class A shares. The "yield"
of the Fund's Class A shares is calculated by dividing the annualized net
investment income per Class A share during a recent 30-day period by the net
asset value per Class A share on the last day of that period. "Total return"
for the Fund through the most recent calendar quarter represents the actual rate
of return on an investment of $1,000 in the Fund's Class A shares. Total return
may also be presented for other periods. Quotations of yield or total return
for a period when an expense limitation was in effect will be greater than if
the limitation had not been in effect. The Fund's performance may be compared
to various indices. See the Statement of Additional Information. Information
may be presented in advertisements about the Fund describing the background and
professional experience of the Fund's investment advisor or any portfolio
manager.

11
<PAGE>

ALL DATA ARE BASED ON THE 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 investment expenses. Investment performance also often reflects
the risks associated with the Fund's investment objective and policies. These
factors should be considered when comparing the Fund's investment results to
those of other mutual funds and other investment vehicles.

ADDITIONAL INFORMATION

The 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. The Fund was
initially known as the Robertson Stephens Asia Fund.

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. The Fund issues shares of two classes, Class A shares
and Class C shares. The sales charges and other expenses of the 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 the 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 64141-6717, acts as the 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 the
Fund's portfolio.

12
<PAGE>

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

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

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

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

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104

LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110

CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110

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

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

[LOGO]

INTERNATIONAL
FUND

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

BRINGING THE FUND MANAGER TO YOU

555 CALIFORNIA STREET
SUITE 2600
SAN FRANCISCO, CA 94104

1-800-766-FUND

CLASS A SHARES
PROSPECTUS

May __,1998

<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 12, 1998

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

ROBERTSON STEPHENS MUTUAL FUNDS
555 California Street, Suite 2600 PROSPECTUS
San Francisco, CA 94104 CLASS C SHARES
800-880-4243 May ___, 1998

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

THE ROBERTSON STEPHENS INTERNATIONAL FUND

THIS PROSPECTUS EXPLAINS CONCISELY THE INFORMATION ABOUT THE FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING IN THE FUND'S CLASS C SHARES.
Please read it carefully and keep it for future reference. Investors can find
more detailed information about the Fund in the May ___, 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 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 OTHER-
WISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSUR-
ANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOV-
ERNMENTAL AGENCY. INVESTMENT IN THE FUND INVOLVES INVEST-
MENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A POST-
EFFECTIVE AMENDMENT TO THE TRUST'S REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS
NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.

1
<PAGE>

EXPENSE SUMMARY

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

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

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

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees 1.00%
12b-1 Fees 0.75%
Shareholder Service Fee 0.25%
Other Expenses 0.70%*

Total Fund Operating Expenses 2.70%*

- ---------------
* Other Expenses and Total Fund Operating Expenses reflect an expense
limitation currently in effect. In the absence of the expense limitation, Other
Expenses and Total Fund Operating Expenses would be 1.97% and 3.97%,
respectively.

EXAMPLES

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

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

$37 $84

2
<PAGE>

INTRODUCTION

INVESTMENT OBJECTIVE AND POLICIES

3
<PAGE>

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

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

4
<PAGE>

SHORT SALES. 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. The Fund may make a profit or incur a loss depending upon whether the
market price of the security decreases or increases between the date of the
short sale and the date on which the Fund must replace the borrowed security.
An increase in the value of a security sold short by the Fund over the price at
which it was sold short will result in a loss to the Fund, and there can be no
assurance that the Fund will be able to close out the position at any particular
time or at an acceptable price. All short sales must be fully collateralized,
and the Fund will not sell securities short if, immediately after and as a
result of the sale, the value of all securities sold short by the Fund exceeds
25% of its total assets.

5
<PAGE>

6
<PAGE>

MANAGEMENT OF THE FUND

HOW TO PURCHASE SHARES

Class C shares of the Fund may be purchased through your financial
institution, which may be a broker-dealer, a bank, or another institution. You
can open a Class C shares account in the 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

7
<PAGE>

as $100 ($1 for IRAs). For more information on Robertson Stephens IRAs, please
call to request an IRA Disclosure Statement.

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

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

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

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

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

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

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

If you purchase shares of the 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.

The Fund may waive the CDSC on Class C shares redeemed by the Trust's
current and retired Trustees (and their families), current and retired employees
(and their families) of Robertson Stephens Investment Management and its
affiliates, registered representatives and other employees (and their families)
of broker-dealers having sales agreements with Edgewood, employees (and their
families) of financial institutions having sales agreements with Edgewood (or
otherwise having an arrangement with a broker-dealer or financial institution
with respect to sales of Fund shares), financial institution trust departments
investing an aggregate of $1 million or more in one or more funds in the
Robertson Stephens family, clients of certain administrators of tax-qualified
plans, employer-sponsored retirement plans, and tax-qualified plans when
proceeds from repayments of loans to participants are invested (or reinvested)
in the Robertson Stephens Funds. The 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 591/2; (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

8
<PAGE>

and retired Trustees, and current and retired employees of the Trust, Robertson
Stephens Investment Management, or their affiliates. Contact your financial
institution or Robertson Stephens Funds for information. If you invest through
a broker-dealer or other financial institution, your broker-dealer or other
financial institution will be responsible for electing on your behalf to take
advantage of any of the waivers described above. Please instruct your
broker-dealer or other financial institution accordingly.

Because of the relatively high cost of maintaining accounts, the Fund
reserves the right to redeem, upon not less than 60 days' notice, any Fund
account whose account balance falls below $500 as a result of redemptions. A
shareholder may, however, avoid such a redemption by the 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 the
Fund worth at least $5,000 for Class C shares of the other Robertson Stephens
Funds offering such shares, at net asset value beginning 15 days after purchase.
If you exchange shares subject to a CDSC, the transaction will not be subject to
a CDSC. However, when you redeem the shares acquired through the exchange, the
redemption may be subject to the CDSC, depending upon when you originally
purchased the shares. For purposes of computing the CDSC, the length of time
you have owned your shares will be measured from the date of original purchase
and will not be affected by any exchange.

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

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

Investors should note than an exchange will result in a taxable event.
Exchange privileges may be terminated, modified, or suspended by the 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 Fund for details),
you may make exchanges by telephone.

9
<PAGE>

HOW TO REDEEM SHARES

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

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

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

SELLING SHARES DIRECTLY TO THE FUND
- --------------------------------------------------------------------------------

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

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

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

If an account has more than one owner, the Transfer Agent may rely on the
instructions of any one owner. The Fund employs reasonable procedures in an
effort to confirm the authenticity of telephone instructions. If procedures
established by the Trust are not followed, the Fund 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. The Fund
may change, modify, or terminate its telephone redemption services at any time
upon 30 days' notice.

BY WIRE TRANSFER. If your financial institution receives Federal Reserve
wires, you may instruct that your redemption proceeds be forwarded to your
account with your financial institution or to you by a wire transfer. Please
indicate your financial institution's or your own complete wiring instructions.
The Fund 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.

10
<PAGE>

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

THE FUND'S DISTRIBUTOR

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

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

SHAREHOLDER SERVICING PLAN

The Trust has adopted a Shareholder Servicing Plan (the "Service Plan") for
the Class C shares of the Fund. Under the Service Plan, the Fund pays fees to
BancAmerica Robertson Stephens at an annual rate of up to

11
<PAGE>

0.25% of the Fund's average daily net assets. The Plan contemplates that
financial institutions will enter into shareholder service agreements with
BancAmerica Robertson Stephens to provide administrative support services to
their customers who are Fund shareholders. In return for providing these
support services, a financial institution may receive payments from BancAmerica
Robertson Stephens at a rate not exceeding 0.25% of the average daily net assets
of the Class C shares of the 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 Fund; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as BancAmerica Robertson Stephens reasonably requests.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

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

HOW NET ASSET VALUE IS DETERMINED

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

HOW PERFORMANCE IS DETERMINED

Yield and total return data for the Fund's Class C shares may from time to
time be included in advertisements about the Fund's Class C shares. The "yield"
of the 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 Fund through the most recent calendar quarter represents the actual rate
of return on an investment of $1,000 in the Fund's Class C shares. Total return
may also be presented for other periods. Quotations of yield or total return
for a period when an expense limitation was in effect will be greater than if
the limitation had not been in effect. The Fund's performance may be compared
to various indices. See the Statement of Additional Information. Information
may

12
<PAGE>

be presented in advertisements about the Fund describing the background and
professional experience of the Fund's investment advisor or any portfolio
manager.

ADDITIONAL INFORMATION

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. The Fund issues shares of two classes, Class A shares
and Class C shares. The sales charges and other expenses of the 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
the 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.

13
<PAGE>

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

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

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

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

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
San Francisco, CA 94104

LEGAL COUNSEL
Ropes & Gray
Boston, MA 02110

CUSTODIAN
State Street Bank and Trust Company
Boston, MA 02110

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

[LOGO]

International
Fund

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

BRINGING THE FUND MANAGER TO YOU

555 CALIFORNIA STREET
SUITE 2600
SAN FRANCISCO, CA 94104

1-800-880-4243

CLASS C SHARES
PROSPECTUS

May __,1998
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
POST-EFFECTIVE AMENDMENT TO THE TRUST'S REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS
NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS STATEMENT OF ADDITIONAL INFORMATION SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.

SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 12, 1998

STATEMENT OF ADDITIONAL INFORMATION
ROBERTSON STEPHENS INTERNATIONAL FUND

MAY __, 1998

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>

CAPTION PAGE
--------- -----
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . .B-2
THE FUND'S INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . . . B-14
MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
THE FUND'S DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-20
HOW NET ASSET VALUE IS DETERMINED. . . . . . . . . . . . . . . . . . . . . . . . B-20
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-21
HOW PERFORMANCE IS DETERMINED. . . . . . . . . . . . . . . . . . . . . . . . . . B-23
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-25
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-27
</TABLE>

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The investment objective and policies of the Fund are described in detail
in the Prospectus. The following discussion provides supplemental information
concerning certain investment techniques in which the Fund may engage, and
certain of the risks they may entail.

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

LOWER-RATED DEBT SECURITIES

The Fund may purchase lower-rated debt securities, sometimes referred to as
"junk bonds" (those rated BB or lower by Standard & Poor's ("S&P") or Ba or
lower by Moody's Investor Service, Inc. ("Moody's")). See APPENDIX A for a
description of these ratings. The Fund does not intend, under current
circumstances, to purchase such securities if, as a result, more than 35% of the
Fund's assets would be invested in securities rated below BB or Ba.

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

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

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

Under adverse market or economic conditions or in the event of adverse
changes in the financial condition of the issuer, the Fund could find it more
difficult to sell lower-rated securities when Robertson Stephens

B-2
<PAGE>

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

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

OPTIONS

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

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

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

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

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

COVERED PUT OPTIONS. The Fund may write covered put options in order to
enhance its current return. Such options transactions may also be used as a
limited form of hedging against an increase in the price of securities that the
Fund plans to purchase. A put option gives the holder the right to sell, and
obligates the writer to buy, a security at the exercise price at any time before
the expiration date. A put option is "covered" if the writer

B-3
<PAGE>

segregates cash and high-grade short-term debt obligations or other permissible
collateral equal to the price to be paid if the option is exercised.

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

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

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

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

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

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

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

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

Higher than anticipated trading activity or order flow or other unforeseen
events might cause The Options Clearing Corporation or an exchange to institute
special trading procedures or restrictions that might restrict the

B-4
<PAGE>

Fund's use of options. The exchanges have established limitations on the
maximum number of calls and puts of each class that may be held or written by an
investor or group of investors acting in concert. It is possible that the Trust
and other clients of Robertson Stephens Investment Management may be considered
such a group. These position limits may restrict the Fund's ability to purchase
or sell options on particular securities.

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

Government regulations may also restrict the Fund's use of options.

SPECIAL EXPIRATION PRICE OPTIONS

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

FUTURES CONTRACTS

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

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

B-5
<PAGE>

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

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

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

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

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

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

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

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

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

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

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

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

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

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

OTHER RISKS. The Fund will incur brokerage fees in connection with its
futures and options transactions. In addition, while futures contracts and
options on futures will be purchased and sold to reduce certain risks, those

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

INDEXED SECURITIES

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

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

REPURCHASE AGREEMENTS

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

LEVERAGE

Leveraging the Fund creates an opportunity for increased net income but, at
the same time, creates special risk considerations. For example, leveraging may
exaggerate changes in the net asset value of the Fund's shares and in the yield
on the Fund's portfolio. Although the principal of such borrowings will be
fixed, the Fund's assets may change in value during the time the borrowing is
outstanding. Since any decline in value of the Fund's

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

REVERSE REPURCHASE AGREEMENTS

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

SECURITIES LENDING

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

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

SHORT SALES

The Fund may seek to hedge investments or realize additional gains
through short sales. Short sales are transactions in which the Fund sells a
security it does not own, in anticipation of a decline in the market value of
that security. To complete such a transaction, the Fund must borrow the
security to make delivery to the buyer. The Fund then is obligated to
replace the security borrowed by purchasing it at the market price at or
prior to the time of replacement. The price at such time may be more or less
than the price at which the security was sold by the Fund. Until the
security is replaced, the Fund is required to repay the lender any dividends
or interest that accrue during the period of the loan. To borrow the
security, the Fund also may be required to pay a premium, which would
increase the cost of the security sold. The net proceeds of the short sale
will be retained

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by the broker (or by the Fund's custodian in a special custody account), to the
extent necessary to meet margin requirements, until the short position is closed
out. The Fund also will incur transaction costs in effecting short sales.

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

FOREIGN INVESTMENTS

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

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

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

FOREIGN CURRENCY TRANSACTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

There is no systematic reporting of last-sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The

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interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the U.S. options
markets.

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

PRECIOUS METALS

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

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

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

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

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

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

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Purchasers of stripped obligations acquire, in effect, discount obligations that
are economically identical to the zero-coupon securities issued directly by the
obligor.

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

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

THE FUND'S INVESTMENT LIMITATIONS

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

The Fund may not:

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

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

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

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

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

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

7. purchase or sell commodities or commodity contracts, except that the
Fund may purchase or sell financial futures contracts, options on
financial futures contracts, and futures contracts, forward contracts,
and options with respect to foreign currencies, and may enter into
swap transactions or other financial transactions, and except as
required in connection with otherwise permissible options,

B-14
<PAGE>

futures, and commodity activities as described elsewhere in the
Prospectus or this Statement at the time;

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

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

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

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

B-15
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

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

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

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

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

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

*ANDREW P. PILARA, JR., TRUSTEE, PRESIDENT, AND PRINCIPAL EXECUTIVE OFFICER
c/o BancAmerica Robertson Stephens, 555 California Street, San Francisco, CA
94104

- --------------------------
* DENOTES A TRUSTEE WHO IS AN "INTERESTED PERSON," AS DEFINED IN THE 1940
ACT.

B-16
<PAGE>

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

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

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

To the Fund's knowledge, there were no shareholders who owned beneficially
5% or more of the Fund's shares on May __, 1998.

On May __, 1998 the officers and trustees of the Trust, as a group,
beneficially owned less than 1% of the outstanding shares of the Fund.

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

ROBERTSON STEPHENS INVESTMENT MANAGEMENT

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

B-17
<PAGE>

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

MANAGEMENT FEES. The Fund pays RSIM, L.P. fees as compensation for the
services provided by it under the Advisory Agreement. The amount of this
management fee is calculated daily and payable monthly at the annual rate of
1.00 % based on the average daily net assets of the Fund. These management fees
are higher than those paid by most other investment companies. Robertson
Stephens Investment Management also may, at its discretion, from time to time
pay Fund expenses from its own assets or reduce the management fee of the Fund.

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

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

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

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

B-18
<PAGE>

EXPENSES

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

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

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

B-19
<PAGE>

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

THE FUND'S DISTRIBUTOR

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

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

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

HOW NET ASSET VALUE IS DETERMINED

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

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

B-20
<PAGE>

which approximates market value. All other securities and assets are valued at
their fair value following procedures approved by the Trustees.

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

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

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

REDEMPTIONS

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

TAXES

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

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

B-21
<PAGE>

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

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

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

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

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

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

Under federal income tax law, a portion of the difference between the
purchase price of zero-coupon securities in which the Fund has invested and
their face value ("original issue discount") is considered to be income to the
Fund each year, even though the Fund will not receive cash interest payments
from these securities. This original issue

B-22
<PAGE>

discount (imputed income) will comprise a part of the net investment income of
the Fund which must be distributed to shareholders in order to maintain the
qualification of the Fund as a regulated investment company and to avoid federal
income tax at the level of the Fund.

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

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

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

HOW PERFORMANCE IS DETERMINED

STANDARDIZED PERFORMANCE INFORMATION

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

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

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

B-23
<PAGE>

the Fund's total return during the period of the fee reduction or assumption of
expenses.

NON-STANDARDIZED TOTAL RETURN INFORMATION

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

INDICES AND PUBLICATIONS

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

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

RELATIVE VOLATILITY - BETA

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

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

n
{R R - nR- R
B = FT MT F M
-------------------------
n 2 -2
{R - nR
MT m
B-24
<PAGE>

Where: n = number of months measured

RFT = rate of return on the Fund in month T

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

ADDITIONAL INFORMATION
GENERAL

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

TRANSFER AGENT AND CUSTODIAN

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

INDEPENDENT ACCOUNTANTS

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

SHAREHOLDER LIABILITY

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

OTHER INFORMATION

The Prospectus and this Statement, together, do not contain all of the
information set forth in the Registration Statement of Robertson Stephens
Investment Trust, as amended, filed with the Securities and Exchange
Commission.

B-25
<PAGE>

Certain information is omitted in accordance with rules and regulations of the
Commission. The Registration Statement may be inspected at the Public Reference
Room of the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and copies thereof may be obtained from the Commission
at prescribed rates.

B-26
<PAGE>

APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

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

S&P'S RATINGS

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

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

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

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

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

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

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

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

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

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

B-27
<PAGE>

payments are continued.

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

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

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

MOODY'S RATINGS

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

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

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

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

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

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

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

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

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

B-28
<PAGE>

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

FITCH RATINGS

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

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

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

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

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

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

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

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

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

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

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

B-29

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements

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

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

(b) Exhibits

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

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

3. Inapplicable.

4. Specimen Share Certificate.(A)

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

7. Inapplicable.

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

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

10. Inapplicable.

11. Consent of Independent Accountants.(M)

12. Inapplicable.

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

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

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

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

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

17. Power of Attorney*

18. 18f-3 Plan(K)

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

Incorporated by a reference to like-numbered exhibits:

(A) Previously filed as part of the Registration Statement filed
August 12, 1987.
(B) Previously filed as part of the Post-Effective Amendment No.
4 to the Registration Statement on May 1, 1991.

<PAGE>

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

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not Applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

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

Title of Class Number of Record Holders
-------------- ------------------------

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

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

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

Shares of Beneficial Interest of
The Robertson Stephens

<PAGE>

Emerging Growth Fund
Class A 9,173
Class C 39

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

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

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

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

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

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

Shares of Beneficial Interest of
The Robertson Stephens
Partners Fund
Class A 6,564
Class C 47

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

ITEM 27. INDEMNIFICATION

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

<PAGE>

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

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

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

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

ITEM 29. PRINCIPAL UNDERWRITERS.

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

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
---------------- ---------------- ---------------

Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

<PAGE>

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

S. Elliott Cohan Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31. MANAGEMENT SERVICES.

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

ITEM 32. UNDERTAKINGS.

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

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

(b) Registrant undertakes to file a post-effective amendment containing
finacial statements (that need not be certified) as to Robertson
Stephens International Fund within four to six months following the
effective date of this Amendment.

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company of 1940, the Registrant, Robertson Stephens Investment Trust, has duly
caused this Amendment to be signed on behalf of the undersigned, thereunto duly
authorized, in the City and County of San Francisco and State of California, on
the 11th day of March, 1998.

ROBERTSON STEPHENS INVESTMENT TRUST

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

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below, on March 11, 1998, by the
following persons in the capacities indicated.

SIGNATURE CAPACITY

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

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

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

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

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

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

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. TITLE
- ----------- -----

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

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

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

17. Power of Attorney

<PAGE>

ROBERTSON STEPHENS INVESTMENT TRUST

INVESTMENT ADVISORY AGREEMENT

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

W I T N E S S E T H :

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

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

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

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

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

<PAGE>

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

(c) In all matters relating to the performance of this Agreement, the
Adviser will act in conformity with the Trust's Declaration of Trust, By-Laws
and Registration Statement, the Fund's current Prospectus and Statement of
Additional Information and all procedures adopted by the Trust's Board of
Trustees from time to time, and will conform to and comply with all applicable
requirements of the Investment Company Act of 1940, as amended, the rules and
regulations thereunder, and all other applicable Federal or state laws and
regulations.

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

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

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

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

-2-
<PAGE>

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

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

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

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

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

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

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

(E) PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. All
expenses of preparing and printing of annual or more frequent revisions of
the Prospectus and Statement of Additional Information relating to the
offering of the Fund's shares and of mailing them to shareholders;

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

-3-
<PAGE>

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

(H) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for services
and expenses of the Trust's legal counsel and independent auditors for the
benefit of the Trust;

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

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

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

(L) ISSUE AND REDEMPTION OF TRUST SHARES. All expenses incurred in
connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all Fund share transactions, and of
preparing and transmitting the Fund's share certificates;

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

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

-4-
<PAGE>

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

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

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

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

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

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

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

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

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

-5-
<PAGE>

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

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

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

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

10. RELATIONSHIP TO PROVISIONS OF AGREEMENT AND DECLARATION OF TRUST.
Nothing herein contained shall be deemed to require the Trust to take any action
contrary to its Agreement and Declaration of Trust or any applicable statute or
regulation, or to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the Trust and
Fund.

-6-
<PAGE>

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

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

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

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

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

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

-7-
<PAGE>

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

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

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

ROBERTSON STEPHENS INVESTMENT
TRUST

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

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

By: Bayview Holdings, Inc.,
General Partner

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

-8-

<PAGE>

SCHEDULE A

March 9, 1998

Robertson Stephens Diversified Growth Fund
Robertson Stephens Growth & Income Fund
Robertson Stephens Global Low-Priced Stock Fund
Robertson Stephens Global Natural Resources Fund
Robertson Stephens Global Value Fund
Robertson Stephens Information Age Fund
Robertson Stephens International Fund
Robertson Stephens MicroCap Growth Fund

<PAGE>

EXHIBIT A
to the
Shareholder Service Plan

ROBERTSON STEPHENS INVESTMENT TRUST

Class C Shares of the following Funds:

<TABLE>
<CAPTION>
<S><C>
The Contrarian Fund-TM- Developing Countries Fund Diversified Growth Fund
Emerging Growth Fund Global Low-Priced Stock Fund Global Natural Resources Fund
Global Value Fund Growth & Income Fund Information Age Fund-TM-
International Fund MicroCap Growth Fund Partners Fund
Value + Growth Fund
</TABLE>

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

Witness the due execution hereof this ___ day of _____, 199_.

ROBERTSON STEPHENS
INVESTMENT TRUST

By:
--------------------------

<PAGE>

POWER OF ATTORNEY

We, the undersigned Trustees and/or Officers of ROBERTSON STEPHENS
INVESTMENT TRUST (the "Trust"), hereby severally constitute and appoint Dana K.
Welch and Terry R. Otton, and each of them singly, our true and lawful
attorneys, with full power to them and each of them, to sign for us, and in our
name and in the capacities indicated below, the Registration Statement on Form
N-1A of the Trust and any and all amendments (including post-effective
amendments) to said Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, with the securities commissioner of any
state, or with other regulatory authorities, granting unto them, and each of
them acting alone, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby ratify
and confirm all that said attorneys or any of them may lawfully do or cause to
be done by virtue thereof.

WITNESS my hand on the date set forth below.

SIGNATURE TITLE DATE

/s/ Andrew P. Pilara, Jr. President, Principal Executive March 3, 1998
- --------------------------- Officer, and Trustee
Andrew P. Pilara, Jr.

/s/ Terry R. Otton Treasurer, Chief Financial Officer, March 3, 1998
- --------------------------- and Principal Accounting Officer
Terry R. Otton

/s/ Leonard B. Auerbach Trustee March 3, 1998
- ---------------------------
Leonard B. Auerbach

/s/ John W. Glynn, Jr. Trustee March 3, 1998
- ---------------------------
John W. Glynn, Jr.

/s/ James K. Peterson Trustee March 3, 1998
- ---------------------------
James K. Peterson