<PAGE>
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Robertson Stephens Investment Trust
-----------------------------------
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on a table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
February 2, 1999
DEAR SHAREHOLDER:
You are cordially invited to attend a Meeting of shareholders of Robertson
Stephens Investment Trust to be held on Friday, February 26, 1999, at 8:30 a.m.,
San Francisco time, at 555 California Street, A.P. Giannini Auditorium, San
Francisco, California. At the Meeting, shareholders will be asked to approve new
Investment Advisory Agreements between the Funds and Robertson Stephens
Investment Management. In addition, shareholders of Robertson Stephens
Information Age Fund and of Robertson Stephens Value + Growth Fund will be asked
to approve a new sub-advisory agreement with Elijah Asset Management, LLC, and
shareholders of The Contrarian Fund-TM- will be asked to approve a new
sub-advisory agreement with Eastbourne Management, L.L.C. Implementation of the
new agreements would coincide with the purchase of Robertson Stephens Investment
Management and affiliated companies, by members of its current senior
management.
Whether or not you plan to be present at the Meeting, your vote is needed.
PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. A
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your proxy card(s)
so your shares may be voted at the Meeting.
Sincerely yours,
ANDREW P. PILARA, JR.
PRESIDENT
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD(S) IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
<TABLE>
<S> <C> <C>
THE CONTRARIAN FUND-TM- DIVERSIFIED GROWTH FUND EMERGING GROWTH FUND
GLOBAL VALUE FUND GLOBAL NATURAL RESOURCES FUND GROWTH & INCOME FUND
INFORMATION AGE FUND-TM- MICROCAP GROWTH FUND PARTNERS FUND
VALUE + GROWTH FUND
</TABLE>
------------------------
NOTICE OF MEETING OF SHAREHOLDERS
------------------------
A Meeting of shareholders of Robertson Stephens Investment Trust will be
held at 555 California Street, A.P. Giannini Auditorium, San Francisco,
California, on Friday, February 26, 1999 at 8:30 a.m., San Francisco time, for
the following purposes:
1. To approve or disapprove a new Investment Advisory Agreement between the
Trust, on behalf of each of the above-named Funds, and Robertson,
Stephens & Company Investment Management, L.P., or RS Investment
Management, Inc., as the case may be, as described in the attached Proxy
Statement.
2. To approve or disapprove a new Sub-Advisory Agreement among the Trust,
on behalf of Robertson Stephens Information Age Fund, Robertson, Stephens
& Company Investment Management, L.P., and Elijah Asset Management, LLC.
3. To approve or disapprove a new Sub-Advisory Agreement among the Trust,
on behalf of Robertson Stephens Value + Growth Fund, Robertson, Stephens
& Company Investment Management, L.P., and Elijah Asset Management, LLC.
4. To approve or disapprove a new Sub-Advisory Agreement among the Trust,
on behalf of Robertson Stephens Contrarian Fund, Robertson, Stephens &
Company Investment Management, L.P., and Eastbourne Management, L.L.C.
5. To consider and act upon such other matters as may properly come before
the Meeting.
Shareholders of record as of the close of business on January 22, 1999 are
entitled to notice of and to vote at the Meeting.
By order of the Trustees
Andrew C. Morrison
SECRETARY
February 2, 1999
<PAGE>
ROBERTSON STEPHENS INVESTMENT TRUST
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
------------------------
PROXY STATEMENT
------------------------
The enclosed proxies are solicited by the Board of Trustees of Robertson
Stephens Investment Trust (the "Trust") for use at the Meeting of shareholders
of the Trust to be held at 555 California Street, A.P. Giannini Auditorium, San
Francisco, California, at 8:30 a.m. (San Francisco time) on Friday, February 26,
1999, and at any adjournment thereof. Shareholders of record at the close of
business on January 22, 1999 (the "Record Date") are entitled to vote at the
Meeting or any adjourned session. These proxy materials are first being made
available to shareholders on or about February 2, 1999.
The shares of the Trust are divided into ten series: The Contrarian
Fund-TM-, Diversified Growth Fund, Emerging Growth Fund, Global Natural
Resources Fund, Global Value Fund, Growth & Income Fund, The Information Age
Fund-TM-, MicroCap Growth Fund, Partners Fund, and Value + Growth Fund. If you
own shares of more than one Fund, you should sign and return a proxy card for
each Fund of which you are a shareholder; for example, if you own shares of the
Growth & Income Fund and shares of the Information Age Fund-TM-, you should sign
and return the enclosed proxy cards for each of those Funds. A DIFFERENT PROXY
CARD IS ENCLOSED FOR EACH FUND IN WHICH YOU ARE A SHAREHOLDER. YOU SHOULD SIGN
AND RETURN EACH OF THE CARDS.
Shares represented by duly executed proxies will be voted in accordance with
the specification made. If no specification is made, shares will be voted in
accordance with the recommendation of the Board of Trustees. You may revoke a
proxy at any time before it is exercised by sending or delivering a written
revocation to the Secretary of the Trust (which will be effective when it is
received by the Secretary), by properly executing a later-dated proxy, or by
attending the Meeting, requesting return of your proxy, and voting in person.
THE TRUST WILL FURNISH TO YOU UPON REQUEST, WITHOUT CHARGE, A COPY OF THE
ANNUAL REPORT FOR ANY FUND FOR THE FUND'S MOST RECENT FISCAL YEAR AND A COPY OF
ANY FUND'S SEMI-ANNUAL REPORT FOR ANY SUBSEQUENT SEMI-ANNUAL PERIOD. PLEASE
DIRECT ANY SUCH REQUESTS BY TELEPHONE TO THE TRUST AT 1-800-766-FUND OR BY
WRITING TO THE TRUST AT 555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104.
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OWNERSHIP OF SHARES. As of the Record Date, the number of outstanding
shares of each Fund was as follows: The Contrarian Fund-TM---16,819,100.087;
Diversified Growth Fund--4,290,907.003; Emerging Growth Fund--18,300,928.699;
Global Natural Resources Fund--3,169,384.017; Global Value Fund--947,234.676;
Growth & Income Fund--12,554,344.022; Information Age Fund-TM---9,417,686.930;
MicroCap Growth Fund--6,979,968.239; Partners Fund--3,827,824.706; and Value +
Growth Fund-- 25,714,132.485. To the Trust's knowledge, no person owned
beneficially more than 5% of the outstanding shares of any of the Funds at the
Record Date, except that Goodness Ltd., PO Box N-7776, Nassau Bahamas, owned
1,456,664.239 (20.87%) of the outstanding shares of the MicroCap Growth Fund,
and G. Randall Hecht, 22 Turtle Rock Court, Tiburon, CA 94920, and Andrew P.
Pilara, Jr., c/o BancAmerica Robertson Stephens, 555 California Street, Suite
2600, San Francisco, CA 94104, owned 125,741.936 (13.27%) and 63,896.438
(6.75%), respectively, of the outstanding shares of the Global Value Fund.
I. APPROVAL OR DISAPPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
AND SUB-ADVISORY AGREEMENTS
In the transaction described more fully below, members of senior management
of Robertson Stephens Investment Management will purchase the firm from
BankAmerica Corporation. Robertson, Stephens & Company Investment Management,
L.P., the current investment adviser to all of the Funds other than Robertson
Stephens Emerging Growth Fund, will serve as investment adviser to each of those
Funds after the transaction; RS Investment Management, Inc., the current
investment adviser to the Emerging Growth Fund, will serve as investment adviser
to that Fund. Each will serve as investment adviser pursuant to investment
advisory agreements substantially similar to those currently in effect.
Robertson, Stephens & Company Investment Management, L.P. is proposing to
enter into sub-advisory agreements (i) for the Information Age and Value +
Growth Funds, with Elijah Asset Management, LLC, a newly formed investment
advisory firm owned principally by Ronald E. Elijah, who currently serves as
portfolio manager for those Funds, and (ii) for a portion of the assets of The
Contrarian Fund-TM-, with Eastbourne Management, L.L.C., a newly formed
investment advisory firm owned principally by Rick Barry, who currently serves
as a member of the portfolio management team for that Fund.
It is expected that, following the transaction, all of the persons currently
serving as portfolio managers of the Funds will continue to serve as portfolio
managers of the same Funds, either as employees of Robertson, Stephens & Company
Investment Management, L.P. or RS Investment Management, Inc. or of Elijah Asset
Management, LLC or Eastbourne Management, L.L.C.
THE TRANSACTION; NEW RSIM
On November 19, 1998, BankAmerica Corporation ("BAC") entered into a
definitive agreement (the "Purchase Agreement") with Robertson Stephens
Investment Management Co. LLC, a Delaware limited liability company ("New
RSIM"), pursuant to which BAC has agreed to sell to New RSIM all of the
outstanding shares of common stock of Robertson Stephens Investment Management
Co. Inc., a wholly owned subsidiary of BAC ("Old RSIM"). Old RSIM is the parent
company of Robertson, Stephens & Company Investment Management, L.P. ("RSIM,
L.P.") and RS Investment Management, Inc. ("RSIM, Inc."), the investment
advisers to the Funds. (The transaction in which New RSIM will purchase the
stock of Old RSIM is referred to in this Proxy Statement as the "Transaction.")
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<PAGE>
Through its ownership of Old RSIM, New RSIM will become the owner of all of the
outstanding beneficial interest in RSIM, L.P. and RSIM, Inc. Old RSIM is the
general partner of RSIM, L.P. RS Regulated I, LLC, a subsidiary of Old RSIM,
owns all of the outstanding common stock of RSIM, Inc.
New RSIM is owned by G. Randall Hecht, Paul H. Stephens, and Andrew P.
Pilara, Jr., each of whom is currently a senior manager of RSIM, L.P.
Immediately following the Transaction, New RSIM will be owned principally by
those three individuals and other persons who will act as senior managers of New
RSIM or as portfolio managers of the Funds following the Transaction. G. Randall
Hecht, Chairman and Chief Executive Officer of New RSIM, will own 29% of the
membership interest in New RSIM; Mr. Stephens, Mr. Pilara, and Mr. James
Callinan, portfolio managers of certain of the Funds, will own 22%, 15%, and
20%, respectively. The remainder of the membership interests will be owned by
other employees of New RSIM or its affiliates and by other persons otherwise
unaffiliated with New RSIM. Each of Messrs. Callinan, Hecht, Pilara, and
Stephens and Messrs. David Evans and James Foster, employees of RSIM, L.P. or
its affiliates, is expected to be a member of the Board of Managers of New RSIM.
Mr. Pilara serves as the President of the Trust and as a Trustee of the Trust.
Consummation of the Transaction is subject to a number of conditions,
including among others that shareholders of each of the Funds shall have
approved the investment advisory arrangements described in this Proxy Statement.
THE PROPOSED INVESTMENT ADVISORY AGREEMENT; ADMINISTRATIVE SERVICES AGREEMENT
Each of the investment advisory agreements currently in effect between the
Funds and RSIM, L.P. or RSIM, Inc. will by its terms terminate upon the
consummation of the Transaction, since the Transaction will constitute a change
of control of RSIM, L.P. and RSIM, Inc. for purposes of the Investment Company
Act of 1940, as amended (the "1940 Act"). For that reason, the Board of Trustees
is recommending that shareholders of each of the Funds approve an Investment
Advisory Agreement between RSIM, L.P. or RSIM, Inc., as the case may be, and the
Trust (each, an "Investment Advisory Agreement") pursuant to which RSIM, L.P.
or, in the case of the Emerging Growth Fund, RSIM, Inc. would serve as
investment adviser following the Transaction. The form of Investment Advisory
Agreement is attached to this Proxy Statement as Appendix A.
The Investment Advisory Agreements are substantially similar to those
currently in effect. Each Investment Advisory Agreement provides, as do the
agreements currently in place, that RSIM, L.P. or RSIM, Inc., as the case may
be, will, at its expense, furnish investment management services with respect to
the assets of each Fund, consistent with the investment objective and policies
of such Fund and subject to the supervision and direction of the Trust's Board
of Trustees, and will (i) furnish the Trust with investment advice, research,
and recommendations with respect to the investment of each Fund's assets and the
purchase and sale of its portfolio securities, (ii) furnish the Trust and each
Fund with reports, statements, and other data on securities, economic
conditions, and other pertinent subjects, and (iii) in general superintend and
manage the investments of each Fund, subject to the ultimate supervision and
direction of the Board of Trustees. In addition, the Agreements provide that
RSIM, L.P. or RSIM, Inc., as the case may be, will provide all administrative
services needed for the management and operation of each Fund and furnish such
office space and personnel as are needed by the Fund (except in the case of the
Diversified Growth, Global Natural Resources, Global Value,
3
<PAGE>
Growth & Income, Information Age, and MicroCap Growth Funds, where such
administrative services are furnished by RSIM, L.P. pursuant to an
Administrative Services Agreement with those Funds).
Each Investment Advisory Agreement also provides that RSIM, L.P. or RSIM,
Inc. may, at its expense, delegate certain of its responsibilities under the
Agreement to sub-advisers for the Funds, who would be required to furnish an
investment program and make investment decisions for the Funds. RSIM, L.P.
proposes to enter into sub-advisory agreements with Elijah Asset Management,
LLC, in respect of the Information Age and Value + Growth Funds, and with
Eastbourne Management, L.L.C., in respect of a portion of the assets of The
Contrarian Fund-TM-. See "The Sub-Advisory Agreements," below.
Each Investment Advisory Agreement provides that it will continue in effect
for an initial term of two years from its effective date and thereafter only so
long as such continuation is approved at least annually by (i) the vote, cast in
person at a meeting called for such purpose, of a majority of the Trustees who
are not "interested persons," as defined in the 1940 Act, of RSIM, L.P. or RSIM,
Inc., as the case may be, and (ii) the Board of Trustees or the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund in question. It is intended that the Investment Advisory Agreements
will take effect upon consummation of the Transaction.
Each Investment Advisory Agreement provides that RSIM, L.P. or RSIM, Inc.,
as the case may be, shall not, in the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard by it of its obligations or duties, be
subject to liability to the Trust, the Fund in question, or the shareholders of
the Fund for any act or omission in the course of, or connected with, its
rendering services thereunder, or for any losses that may be sustained in the
purchase, holding, or sale of any security by the Fund.
An Investment Advisory Agreement may be terminated at any time, without
penalty, (i) by the Board of Trustees of the Trust or by a vote of a majority of
the outstanding voting securities of the affected Fund, on 60 days written
notice, or (ii) by RSIM, L.P. or RSIM, Inc., as the case may be, on 60 days
written notice. The Agreement terminates automatically in the event of its
assignment.
The fees paid by the Funds under the Investment Advisory Agreement will be
paid at the same rates as the fees paid by the Funds under their existing
investment advisory agreements. See "The Existing Investment Advisory
Agreements," below.
ADMINISTRATIVE SERVICES AGREEMENT. The Board of Trustees has approved an
Administrative Services Agreement between the Trust on behalf of each of the
Funds (other than the Contrarian, Emerging Growth, Partners, and Value + Growth
Funds) and RSIM, L.P., pursuant to which RSIM, L.P. would continuously provide
business management services to the Funds and generally manage all of the
business and affairs of the Funds, subject to the general oversight of the
Trustees. No fees would be payable by the Funds under the Administrative
Services Agreement. The Agreement is substantially identical to the
Administrative Services Agreement currently in effect between RSIM, L.P. and the
Trust on behalf of those Funds.
THE SUB-ADVISORY AGREEMENTS
RSIM, L.P. is proposing that Elijah Asset Management, LLC ("Elijah Asset
Management") serve as sub-adviser to the Information Age Fund-TM- and the Value
+ Growth Fund. RSIM, L.P. is also proposing that Eastbourne Management, L.L.C.
("Eastbourne") serve as a sub-adviser in respect of a
4
<PAGE>
portion of the assets of The Contrarian Fund-TM-. The Board of Trustees of the
Trust has approved Sub-Advisory Agreements on behalf of each of those Funds with
Elijah Asset Management and Eastbourne, respectively. The forms of the
Sub-Advisory Agreements are attached to this Proxy Statement as Appendices B and
C. (Each of Elijah Asset Management and Eastbourne is referred to in this proxy
statement as a "Sub-Adviser.")
Each Sub-Advisory Agreement provides that the Sub-Adviser will (i) manage
such of the Fund's assets as are allocated to it in accordance with the Fund's
investment objective, policies, and limitations and with any additional policies
or guidelines established from time to time by RSIM, L.P. or the Board of
Trustees, (ii) make investment decisions for the Fund as to those assets, and
(iii) place orders to purchase and sell securities and other investments for the
Fund in respect of those assets. Each Agreement requires the Sub-Adviser to keep
the Trust and RSIM, L.P. informed of developments materially affecting the Fund
in question. RSIM, L.P. currently expects to allocate all of the assets of the
Information Age Fund-TM- and the Value + Growth Fund to Elijah Asset Management
for management by that firm; it expects to allocate only a portion of the assets
of The Contrarian Fund-TM- to Eastbourne for management, as described below.
ELIJAH ASSET MANAGEMENT, LLC. Elijah Asset Management is a newly formed
Delaware limited liability company; its sole managing member is Ronald E.
Elijah, who currently serves as portfolio manager to the Information Age
Fund-TM- and the Value + Growth Fund. Elijah Asset Management has informed the
Trust that Mr. Elijah owns 80% of the outstanding voting interest in Elijah
Asset Management and is the sole managing member of the company; each of Mr.
John P. McNiff, 3 Radnor Corporate Center, Radnor PA 19087, and Radnor Holdings
Corp. of the same address owns an additional 10% of the outstanding voting
interest in Elijah Asset Management. All of the employees of Elijah Asset
Management expected to be involved in portfolio management activities are
currently employees of RSIM, L.P. and engaged in the portfolio management of the
Value + Growth Fund or the Information Age Fund-TM-. It is expected that each
will terminate his or her employment with RSIM, L.P. at the time of the
Transaction and thereupon become an employee of Elijah Asset Management.
Under the Sub-Advisory Agreement, RSIM, L.P. will pay a fee to Elijah Asset
Management with respect to each Fund equal to 50% of the fees paid to RSIM, L.P.
by that Fund pursuant to the Investment Advisory Agreement.
The Sub-Advisory Agreement with Elijah Asset Management may be terminated as
to a Fund (i) by the Trust at any time without penalty, upon the vote of a
majority of the Trust's Trustees or by vote of a majority of the outstanding
voting securities of the Fund in question, upon 60 days written notice to Elijah
Asset Management and RSIM, L.P., (ii) by RSIM, L.P. at any time without penalty,
upon 60 days written notice to Elijah Asset Management and the Trust (which
right RSIM, L.P. has agreed with Elijah Asset Management not to exercise except
under certain circumstances, as described below), or (iii) by Elijah Asset
Management at any time without penalty, upon 60 days written notice to RSIM,
L.P. and the Trust. The Sub-Advisory Agreement will continue in effect for a
period of more than two years in respect of a Fund only if its continuance is
approved annually by the Board of Trustees of the Trust or the shareholders of
the Fund in question and by the disinterested Trustees of the Trust.
RSIM, L.P. has entered into a separate agreement with Elijah Asset
Management relating generally to Elijah Asset Management's management of assets
of a number of clients of RSIM, L.P., including the Funds. That agreement
includes provisions, by way of example, requiring Elijah Asset Management to
5
<PAGE>
provide certain types of information to RSIM, L.P., to continue to employ Mr.
Elijah as the full-time principal portfolio manager of the accounts of those
clients, to comply with all applicable laws, rules, and regulations, and to
comply with such investment guidelines and protocols as RSIM, L.P. may establish
from time to time. It also includes provisions requiring RSIM, L.P. to make
payments to Elijah Asset Management at an annual rate of up to 0.025% of the
average daily net assets of each of the Funds in consideration of Elijah Asset
Management's cooperation with RSIM, L.P. in respect of the promotion of the
shares of the Funds. In that agreement, RSIM, L.P. has also agreed not to
exercise its right to terminate the Sub-Advisory Agreement in respect of either
Fund for a period of three years except for cause, which is defined in the
agreement to include, among other things, Elijah Asset Management's becoming
subject to a statutory disqualification preventing it from serving as
sub-adviser; Elijah Asset Management's (or any affiliate's) becoming subject to
any claim, investigation, action, or suit that could reasonably be expected to
injure or call into question the goodwill, reputation, or business of any Fund,
of RSIM, L.P., or of any of their affiliates; any breach by Elijah Asset
Management of any material provision of the agreement or of the Sub-Advisory
Agreement; or Elijah Asset Management's (or any affiliate's) committing any act
of fraud or dishonesty that could injure the goodwill, reputation, or business
of any Fund or of RSIM, L.P. or of any of their affiliates. RSIM, L.P. has also
agreed not to exercise its right to terminate the Sub-Advisory Agreement in
respect of the Fund after that three-year period except for cause so long as the
investment performance of the Fund meets certain criteria agreed upon by RSIM,
L.P. and Elijah Asset Management. Nothing in that agreement limits in any way
the right of any Fund to terminate a Sub-Advisory Agreement in accordance with
its terms or the right or ability of RSIM, L.P. to provide evaluations and
recommendations to the Board of Trustees as to Elijah Asset Management, its
services, or its status as sub-adviser to a Fund.
In its agreement with RSIM, L.P., Elijah Asset Management agrees to limit
its management of other mutual funds comparable to the Information Age and Value
+ Growth Funds.
EASTBOURNE MANAGEMENT, L.L.C. Eastbourne is a newly formed Delaware limited
liability company; its sole managing member is Mr. Rick Barry, who currently
serves as a member of the portfolio management team for The Contrarian Fund-TM-.
Mr. Barry is expected to own the majority of the outstanding membership interest
in Eastbourne; persons who are expected to become employees of Eastbourne at the
time of the Transaction are expected to own the remaining membership interests.
All of the employees of Eastbourne expected to be involved in portfolio
management activities are currently employees of RSIM, L.P. and engaged in the
portfolio management of The Contrarian Fund-TM-. It is expected that each will
terminate his or her employment with RSIM, L.P. at the time of the Transaction
and thereupon become an employee of Eastbourne.
It is expected that RSIM, L.P. will allocate a portion of The Contrarian
Fund's assets for management by Eastbourne in circumstances where RSIM, L.P.
believes that management of those assets by Eastbourne would be in the best
interest of the Fund. RSIM, L.P. expects that it would likely allocate a portion
of the Fund's assets to Eastbourne in circumstances where, for example, RSIM,
L.P. believed that an increase in, or change to, the Fund's short positions
might be desirable, or where it believed that long investments by the Fund might
be desirable in sectors or companies where Eastbourne might offer a successful
investment program. Under the Sub-Advisory Agreement, RSIM, L.P. will pay a fee
to Eastbourne in an amount equal to 40% of the fees received by RSIM, L.P. in
respect of assets allocated to Eastbourne.
6
<PAGE>
The Sub-Advisory Agreement with Eastbourne may be terminated (i) at any time
without penalty by the Trust, upon the vote of a majority of the Trust's
Trustees or by vote of the majority of the outstanding voting securities of The
Contrarian Fund-TM-, upon 60 days written notice to Eastbourne and RSIM, L.P.,
(ii) by RSIM, L.P. at any time without penalty, upon 60 days written notice to
Eastbourne and the Trust, or (iii) by Eastbourne at any time without penalty,
upon 60 days written notice to RSIM, L.P. and the Trust. The Sub-Advisory
Agreement will continue in effect for a period of more than two years in respect
of the Fund only if its continuance is approved annually by the Board of
Trustees of the Trust or the shareholders of the Fund and by the disinterested
Trustees of the Trust.
Eastbourne may from time to time place limits on the amount of assets it
will manage for The Contrarian Fund-TM- and other clients of RSIM, L.P. for the
purpose of making "short" investments; currently, Eastbourne Management has
fixed that limit at $50 million.
THE EXISTING INVESTMENT ADVISORY AGREEMENTS
RSIM, L.P. and RSIM, Inc. provide investment advisory services to the Funds
pursuant to Investment Advisory Agreements dated October 1, 1997 currently in
effect between the Funds and them (the "Existing Agreements"). Under the
Existing Agreements, RSIM, L.P. and RSIM, Inc. are required to furnish
investment management services with respect to the assets of each 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, and to (i)
furnish the Trust with investment advice, research, and recommendations with
respect to the investment of each Fund's assets and the purchase and sale of its
portfolio securities, (ii) furnish the Trust and each Fund with reports,
statements, and other data on securities, economic conditions, and other
pertinent subjects, and (iii) in general superintend and manage the investments
of each Fund, subject to the ultimate supervision and direction of the Board of
Trustees. In addition, the Agreements provide that RSIM, L.P. or RSIM, Inc., as
the case may be, will provide all administrative services needed for the
management and operation of each Fund and furnish such office space and
personnel as are needed by the Fund (except in the case of the Diversified
Growth, Global Natural Resources, Global Value, Growth & Income, Information
Age, and MicroCap Growth Funds, where such administrative services are furnished
by RSIM, L.P. pursuant to an Administrative Services Agreement referred to
above).
The Funds pay RSIM, L.P. (or, in the case of the Emerging Growth Fund, RSIM,
Inc.) fees as compensation for the services provided under the Existing
Agreements. The amount of these management fees is calculated daily and payable
monthly at the annual rates set out in Table 1 below, based on the average daily
net assets of each Fund. The fees paid by each Fund to RSIM, L.P. or RSIM, Inc.
under the Existing Agreements during fiscal 1998 are also set forth in Table 1
below. The Board of Trustees of the Trust, including all of the Trustees who
were not "interested persons" of the Trust, RSIM, L.P., or RSIM, Inc., approved
each of the Existing Agreements at a meeting on July 22, 1997, and shareholders
of each Fund approved each of the Existing Agreements at a meeting on September
30, 1997.
ADMINISTRATIVE FEES. On May 26, 1998, the Administrative Services Agreement
between the Trust on behalf of certain of the Funds and RSIM, L.P. was amended
to provide that no fee is payable by the Funds under that Agreement. Table 1
shows the amount of fees paid by those Funds under the Agreement during 1998
prior to that date.
7
<PAGE>
TABLE 1
<TABLE>
<CAPTION>
AMOUNT OF
AMOUNT OF ADMINISTRATIVE APPROXIMATE NET
FUND AND YEAR MANAGEMENT MANAGEMENT FEE FEE PAID IN ASSETS AS OF
ORGANIZED FEE PAID IN 1998(1) 1998(2) 12/31/98
- -------------------------------------------- --------------- --------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Contrarian Fund-TM- (1993).................. 1.50% $ 3,977,993 -- $ 125,454,380
Diversified Growth Fund (1996).............. 1.00% $ 734,620 $ 82,199 $ 70,158,384
$ (46,618)
Emerging Growth Fund (1987)................. 1.00% $ 2,833,019 -- $ 404,435,723
Global Natural Resources Fund (1995)........ 1.00% $ 507,251 $ 69,681 $ 23,506,801
$ (132,665)
Global Value Fund (1997).................... 1.00% $ 169,479 $ 21,758 $ 8,598,581
$ (175,876)
Growth & Income Fund (1995)................. 1.00% $ 2,451,091 $ 288,447 $ 186,151,626
$ (853,895)
Information Age Fund-TM- (1995)............. 1.00% $ 1,177,214 $ 126,941 $ 159,731,625
MicroCap Growth Fund (1996)................. 1.25% $ 1,386,701 $ 126,373 $ 95,286,790
$ (104,172)
Partners Fund (1995)........................ 1.25% $ 1,496,310 -- $ 48,069,907
$ (236,741)
Value + Growth (1992)....................... 1.00% $ 7,015,541 -- $ 679,084,835
</TABLE>
- ------------------------
(1) Before giving effect to any reimbursement or waiver by RSIM, L.P. or RSIM,
Inc. Amounts shown in parentheses reflect management fees waived or
reimbursed by RSIM, L.P. or RSIM, Inc., plus the amount of any other
expenses of the Fund for which RSIM, L.P. or RSIM, Inc. reimbursed the Fund
or which either of them bore on behalf of the Fund.
(2) Prior to May 26, 1998, certain of the Funds paid fees under the
Administrative Services Agreement at an annual rate of 0.25% of a Fund's
average daily net assets.
Each of the Existing Agreements will by its terms terminate upon the
consummation of the Transaction.
TRUSTEE ACTION. The Board of Trustees of the Trust approved the proposed
investment advisory and sub-advisory arrangements at a meeting held on January
26, 1999.
In considering the proposed Agreements the Trustees considered, among other
things, that senior management of RSIM, L.P. would continue to remain in place
after the Transaction and that the persons currently serving as portfolio
managers for each of the Funds would continue to serve as portfolio managers of
those Funds.
The Trustees also considered the fact that the Investment Advisory
Agreements are substantially similar to the Existing Agreements and that in all
cases the fees to be paid under the Investment Advisory Agreements would be the
same as the fees paid by the Funds under the Existing Agreements. The Trustees
considered the performance of RSIM, L.P. and RSIM, Inc. over time in providing
services
8
<PAGE>
to the Funds, and the skills and capabilities of the persons who would be
responsible for the management of each of the Funds following the Transaction.
The Trustees also considered generally the expected financial position of
New RSIM, Elijah Asset Management, and Eastbourne and financial incentives
provided to firms and individuals involved in the management of the Funds.
The Trust has filed an application with the Securities and Exchange
Commission for an exemption from certain provisions of the 1940 Act to permit
Mr. John W. Glynn, Jr. and Mr. James K. Peterson to serve as disinterested
Trustees of the Trust. The Trust is seeking that the exemption be granted at or
before the time of the Meeting, although there can be no assurance that an
exemption will be granted. If the exemption is not granted, membership of the
Board of Trustees will likely change, including due to resignations of one or
more Trustees. Neither the Investment Advisory Agreements nor the Sub-Advisory
Agreements will be implemented until a majority of the Trustees who are
disinterested persons of the Trust, RSIM, L.P., and each Sub-Adviser have
approved those Agreements.
GENERAL. References in this section to an "investment adviser" are to RSIM,
L.P., RSIM, Inc., and each of the Sub-Advisers. Investment decisions for the
Funds and for the other investment advisory clients of an investment adviser 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 the opinion of the
investment adviser, 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.
Each Fund will pay all expenses related to its operation which are not borne
by the investment advisers, including but not limited to taxes, interest,
brokerage fees and commissions, compensation paid under the Fund's 12b-1 Plans
and its Shareholder Servicing Plan, fees paid to members of the Board of
Trustees who are not officers, directors, stockholders, or employees of an
investment adviser, 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.
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
9
<PAGE>
broker-dealers have arrangements. Consistent with this practice, the investment
advisers receive brokerage and research services and other similar services from
many broker-dealers with which they place 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 the
investment advisers' managers and analysts. Where the services referred to above
are not used exclusively by an investment adviser for research purposes, the
investment adviser, 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 an investment adviser and its
affiliates in advising various of its clients (including the Funds), although
not all of these services are necessarily useful and of value in managing the
Funds. The management fee paid to an investment adviser is not reduced because
it or its affiliates receive these services even though the investment adviser
might otherwise be required to purchase some of these services for cash.
The investment advisers place all orders for the purchase and sale of
portfolio investments for the Funds and buy and sell investments for the Funds
through a substantial number of brokers and dealers. The investment advisers
seek the best overall terms available for the Funds, except to the extent an
investment adviser may be permitted to pay higher brokerage commissions as
described below. In doing so, the investment advisers, having in mind a Fund's
best interests, consider all factors they deem 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. The
investment advisers may enter into transactions with broker-dealers that furnish
them, without cost to them, certain brokerage and research services of value to
them and their affiliates in advising the Funds and other clients. In doing so,
an investment adviser may cause a Fund to pay greater brokerage commissions than
they might otherwise pay.
As permitted by Section 28(e) of the 1934 Act, an investment adviser may
cause the Fund to pay a broker-dealer which provides "brokerage and research
services" (as defined in the 1934 Act) to the investment adviser 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. An investment adviser's authority to cause a Fund to pay any such
greater commissions is also subject to such policies as the Board of Trustees
may adopt from time to time. None of the investment advisers currently intends
to cause the Funds to make such payments.
Affiliates of RSIM, L.P. and RSIM, Inc. receive brokerage commissions from
the Funds in accordance with procedures adopted by the Trustees. The aggregate
amount of commissions paid by each of the Funds for the 1998 fiscal year to
BancAmerica Robertson Stephens and NationsBanc Montgomery Securities, affiliates
of RSIM, L.P. and RSIM, Inc. at the time through common ownership, and the
percentage that such amount represents of the aggregate brokerage commissions
paid by such Fund for that year, is as follows: The Contrarian Fund-TM---$2,370
(0.3%); Diversified Growth
10
<PAGE>
Fund--$40,890 (4.3%); Emerging Growth Fund--$74,833 (12.3%); Global Natural
Resources Fund-- $1,000 (0.4%); Global Value Fund--$1,555 (0.9%); Growth &
Income Fund--$139,293 (8.0%); Information Age Fund-TM---$16,610 (6.4%); MicroCap
Growth Fund--$1,332 (2.3%); Partners Fund--$0 (0%); and Value + Growth
Fund--$139,451 (6.1%). It is not expected that RSIM, L.P. or any of the
Sub-Advisers will be affiliated with any broker-dealer following the
Transaction.
SUB-ADVISORY RELATIONSHIPS. RSIM, L.P. and RSIM, Inc. act as sub-advisers
for eleven investment companies that are not affiliated with the Trust. The
names of the eleven funds for which RSIM, L.P. or RSIM, Inc. acts as
sub-adviser, the approximate size of the funds as of December 31, 1998, and the
annual rates at which the subadvisory fees are paid (a percentage based on the
average daily net asset value of each of the funds) are set forth in Table 2
below. RSIM, L.P. serves as the sub-adviser in each case, except that RSIM, Inc.
serves as sub-adviser in respect of the Penn Series Emerging Growth Fund.
Neither RSIM, L.P. nor RSIM, Inc. has waived, reduced, or otherwise agreed to
reduce its compensation under any of these subadvisory agreements, except RSIM,
Inc. has agreed to pay to the investment adviser of the Penn Series Emerging
Growth Fund the first 0.10% of that fund's total expenses in any fiscal year in
excess of 1.15% of the Fund's average daily net assets during that year.
11
<PAGE>
TABLE 2
<TABLE>
<CAPTION>
FUND APPROXIMATE ASSETS MANAGEMENT FEE
- --------------------------------------------------------------- ------------------ --------------------------
<S> <C> <C>
Growth & Income Portfolio of the Golden Select Series Trust.... $ 300,105,139 .55% first $200,000,000
.45% over $200,000,000
Value and Growth Portfolio of the Golden Select Series Trust... $ 266,134,970 .55% first $500,000,000
.45% over $500,000,000
The New England Star Small Cap Fund............................ $ 37,271,634 .55% first $50,000,000
.50% over $50,000,000
The Lion Global Knowledge Fund................................. $ -- .55% first $200,000,000
.50% over $200,000,000
The Ohio National Growth & Income Fund......................... $ 48,591,606 .60% first $100,000,000
.55% next $100,000,000
.50% over $200,000,000
The Ohio National Small Cap Growth Fund........................ $ 2,271,104 .64% first $100,000,000
.60% next $100,000,000
.55% over $200,000,000
The Penn Series Emerging Growth Fund........................... $ 39,056,925 .70% first $25,000,000
.65% next $25,000,000
.60% over $50,000,000
The Robertson Stephens Value and Growth Portfolio (American .60% first $200,000,000
Skandia Trust)............................................... $ 327,352,841 .50% over $200,000,000
The SEI Institutional Investment Trust Emerging Growth Fund.... $ 236,873,196 .50%
The SEI Institutional Managed Trust Emerging Growth Fund....... $ 72,820,644 .50%
Robertson Stephens Diversified Growth Portfolio .70% first $10,000,000
(London PT Variable Insurance Series Trust).................. $ 6,259,092 .65% next $25,000,000
.60% next $165,000,000
.55% over $200,000,000
</TABLE>
DISTRIBUTION PLANS. Provident Distributors Inc., Four Falls Corporate
Center, 6th Floor, West Conshohocken, Pennsylvania 19428 ("Provident"),
currently serves as the principal underwriter of the Funds' shares. Each of the
Funds has adopted a Distribution Plan under Rule 12b-1 of the 1940 Act (the
"Plan") in respect of its Class A and Class C shares. Under the Plan adopted in
respect of the Funds' Class A shares (the "Class A Plan"), each Fund may pay
Provident, from the assets attributable to the Fund's Class A shares,
distribution fees, for services Provident renders and costs and expenses it
incurs in connection with the promotion and distribution of the Fund's shares,
at an annual rate of 0.25% of the Fund's average daily net assets. (The
Contrarian Fund-TM- may pay fees under the Plan at a rate of up to 0.75% of the
Fund's average daily net assets; the Board of Trustees has currently limited
payments under the Plan by that Fund to a rate of 0.25% of the Fund's average
daily net assets.) Such expenses may include, but are not limited to, costs of
advertising and promoting the sale of shares of the Funds and payments to
dealers, financial institutions, advisers, or other firms. They also include
Provident's overhead expenses attributable to the distribution of each Fund's
shares, which may include, for example, expenses for office space,
communications, and salaries of Provident personnel, and any other
12
<PAGE>
of Provident's expenses attributable to the distribution of the Funds' shares.
Affiliates of RSIM, L.P. provide certain services to Provident in respect of the
promotion of the shares of the Funds. In return for those services, Provident
pays to these affiliates substantially all of the payments received by Provident
under the Plan. The Class A Plan is a "compensation" plan.
Under the Plan adopted in respect of the Funds' Class C shares (the "Class C
Plan"), each Fund may pay Provident fees for services provided and expenses
incurred by it as the principal underwriter of the Class C shares. The Class C
Plan, which is a "compensation" plan, provides for payments by each Fund to
Provident from the assets attributable to the Fund's Class C shares at an annual
rate of up to 1.00%. Each of the Funds currently makes payments under the Class
C Plan at the annual rate of 0.75% of the assets of the Fund attributable to its
Class C shares. The Plan also by its terms relates to payments under the Funds'
Shareholder Servicing Plan, to the extent such payments may be seen as primarily
intended to result in the sale of a Fund's Class C shares. Class C shares are
sold at net asset value, without an initial sales charge imposed by the Funds,
but are subject to a 1.00% contingent deferred sales charge ("CDSC") if redeemed
within one year after purchase. Affiliates of RSIM, L.P. provide certain
services to Provident in respect of the promotion of the shares of the Funds. In
return for those services, Provident pays to these affiliates substantially all
of the payments received by Provident under the Plan. In addition, these
affiliates receive an amount equal to the proceeds of any CDSC imposed on
redemptions of shares. CDSC's in the aggregate amount of $32,757 were paid to
Edgewood Services, Inc., the Funds' distributor until December 31, 1998
("Edgewood"), during the 1998 fiscal year.
Each of the Funds has adopted a Shareholder Servicing Plan in respect of its
Class C shares, pursuant to which it pays fees to RSIM, L.P. or an affiliate at
an annual rate of up to 0.25% of the Fund's average daily net assets
attributable to its Class C shares. The Plan contemplates that financial
institutions will enter into shareholder service agreements with RSIM, L.P. or
an affiliate to provide administrative support services to their customers who
are Fund shareholders. In return for providing these support services, a
financial institution may receive payments from RSIM, L.P. or an affiliate at a
rate not exceeding 0.25% of the average daily net assets of the Class C shares
of each Fund for which the financial institution is the financial institution of
record.
The Funds paid the following amounts to Edgewood, under their Class A Plan
during the 1998 fiscal year: The Contrarian Fund-TM---$1,050,953; Diversified
Growth Fund--$181,969; Emerging Growth Fund--$706,777; Global Natural Resources
Fund--$126,725; Global Value Fund--$41,710; Growth & Income Fund--$608,595;
Information Age Fund-TM---$293,961; MicroCap Growth Fund-- $274,092; Partners
Fund--$297,791; and Value + Growth Fund--$1,750,301.
The Funds paid the following amounts to Edgewood under their Class C Plan
during the 1998 fiscal year: The Contrarian Fund-TM---$18,507; Diversified
Growth Fund--$5,057; Emerging Growth Fund-- $4,433; Global Natural Resources
Fund-- $263; Global Value Fund--$1,893; Growth & Income Fund-- $12,531;
Information Age Fund-TM---$1,029; MicroCap Growth Fund--$9,744; Partners
Fund--$4,414; and Value + Growth Fund--$10,753.
SECTION 15(F). The Trust has been informed by RSIM, L.P., RSIM, Inc., and
senior management, that they intend to comply with Section 15(f) of the 1940
Act. Section 15(f) provides a non-exclusive "safe harbor" for an investment
adviser or any affiliated persons to receive any amount or benefit in
13
<PAGE>
connection with a change in control of the investment adviser as long as two
conditions are met. First, for a period of three years after the change of
control, at least 75% of the trustees of the investment company must not be
interested persons of the adviser or the predecessor adviser. Second, an "unfair
burden" must not be imposed on the investment company as a result of the
transaction or any express or implied terms, conditions, or understandings
applicable thereto. The term "unfair burden" is defined in Section 15(f) to
include any arrangement during the two-year period after the transaction whereby
the investment adviser, or any interested person of any such adviser, receives
or is entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for BONA FIDE
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from, or on behalf of the
investment company (other than BONA FIDE ordinary compensation as principal
underwriter for such investment company). The Trust has been advised that none
of RSIM, L.P., RSIM, Inc., and senior management, after due inquiry, is aware of
any express or implied term, condition, arrangement, or understanding which
would impose an "unfair burden" on the Trust as a result of the Transaction or
the implementation of the Investment Advisory Agreements or either of the
Sub-Advisory Agreements. New RSIM has undertaken to pay the costs and expenses
of the Meeting.
OTHER. Andrew C. Morrison, Treasurer and Secretary of the Trust, is an
employee of RSIM, L.P. The address of New RSIM, RSIM, L.P., Eastbourne, and
Elijah Asset Management is 555 California Street, San Francisco, California
94104. The address of RSIM, Inc. is 40 Tower Lane, Avon Park South, Avon, CT
06001.
New RSIM expects to enter into an agreement with BancBoston Robertson
Stephens, pursuant to which New RSIM agrees among other things not make use of
the name Robertson Stephens. As a result, the names of the Funds are expected to
be changed at or about the time of the Transaction.
None of the Trustees of the Trust own beneficially any shares of any Fund
except for Mr. Auerbach, who owns 4,045.85 shares of the Emerging Growth Fund,
5,737.994 shares of the Value + Growth Fund, 6,842.832 shares of the The
Contrarian Fund-TM-, 435.642 shares of the Partners Fund, 1,093.458 shares of
the Growth & Income Fund, and 516.157 shares of the Global Value Fund, and Mr.
Pilara, who owns 11,072.417 shares of the Partners Fund and 63,896.438 shares of
the Global Value Fund. These holdings, individually and in the aggregate,
represent less than 1% of the outstanding shares of each of the Funds, except
for ownership by Mr. Pilara and Mr. Auerbach in the Global Value Fund, who own
6.75% and 0.06%, respectively, of the outstanding shares of that Fund.
REQUIRED VOTE. Shareholders of each Fund will vote separately to approve or
disapprove the Investment Advisory Agreement with respect to that Fund and any
Sub-Advisory Agreement with respect to that Fund. As provided in the 1940 Act,
approval of each Agreement as to the Fund requires the affirmative vote of a
"majority of the outstanding voting securities" of the Fund, which for this
purpose means the affirmative vote of the lesser of (i) more than 50% of the
outstanding shares of the Fund and (ii) 67% or more of the shares of the Fund
present at the Meeting if more than 50% of the outstanding shares are present at
the Meeting in person or by proxy. If the shareholders of the Fund do not
approve an Agreement, the Trustees will take such further action with respect to
that Fund as they may deem to be in the interest of the Fund.
14
<PAGE>
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH OF THE FUNDS VOTE
TO APPROVE THE PROPOSED AGREEMENTS.
III. MISCELLANEOUS
OTHER BUSINESS. The Board of Trustees knows of no other business to be
brought before the Meeting. However, if any other matters properly come before
the Meeting, it is the Board's intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named as proxies in the enclosed
form(s) of proxy.
SOLICITATION OF PROXIES. The costs of solicitation of proxies will be borne
by New RSIM. Solicitation of proxies by personal interview, mail, telephone, and
telegraph may be made by officers and Trustees of the Trust (who will receive no
compensation therefor in addition to their regular salaries). In addition, the
firm of D. F. King & Co., Inc. has been retained by New RSIM to assist in the
solicitation of proxies at a cost to New RSIM which is not expected to exceed
$50,000.
The Trust may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions, and to confirm that their instructions have been properly
recorded. The Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
Meeting. The Trust is unaware of any such challenge at this time. Shareholders
would be called at the phone number the Trust (or a shareholder's financial
institution) has in its records for their accounts, and would be asked for their
Social Security number or other identifying information. The shareholders would
then be given an opportunity to authorize proxies to vote their shares at the
Meeting in accordance with their instructions. To ensure that the shareholders'
instructions have been recorded correctly, they will also receive a confirmation
of their instructions in the mail. A special toll-free number will be available
in case the information contained in the confirmation is incorrect.
QUORUM. The Agreement and Declaration of Trust provides that forty percent
(40%) of the shares entitled to vote on a matter shall constitute a quorum for
the transaction of business on that matter at a meeting. However, approval of
the Investment Advisory Agreements and each Sub-Advisory Agreement will require
the presence of a greater percentage of the Fund's shares at the Meeting in
person or by proxy.
ADJOURNMENT. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to those proposals for a period or
periods of not more than 60 days in the aggregate to permit further solicitation
of proxies with respect to those proposals. In addition, if, in the judgment of
the persons named as proxies, subsequent developments make it advisable to defer
action on one or more proposals, but not all proposals, the persons named as
proxies may propose one or more adjournments of the Meeting with respect to
those proposals for a reasonable time in order to defer action on such proposals
as they deem advisable. Any
15
<PAGE>
such adjournments will require the affirmative vote of a majority of the votes
cast on the question in person or by proxy at the session of the Meeting to be
adjourned, as required by the Trust's Agreement and Declaration of Trust and
By-laws. The persons named as proxies will vote in favor of such adjournment
with respect to a proposal those proxies which they are entitled to vote in
favor of the proposal. They will vote against any such adjournment those proxies
which they have been instructed to vote against such proposal, and they will
vote to abstain any such proxies which they are required to abstain from voting
on such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by New RSIM. Any proposals for which sufficient
favorable votes have been received by the time of the Meeting may be acted upon
and considered final regardless of whether the Meeting is adjourned to permit
additional solicitation with respect to any other proposal.
TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting will
be counted by persons appointed by the Trust to act as tellers for the Meeting.
The tellers will count the total number of votes cast "for" approval of each
proposal for purposes of determining whether sufficient affirmative votes have
been cast. The tellers will count shares represented by proxies that withhold
authority to vote or that reflect abstentions or "broker non-votes" (I.E.,
shares held by a broker or nominee as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. Abstentions and broker
non-votes will have the effect of negative votes on the proposals to approve the
Investment Advisory Agreement or any Sub-Advisory Agreement.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders, and the Trust does not currently intend to
hold such a meeting in 1999. Shareholder proposals for inclusion in the Trust's
proxy statement for any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.
16
<PAGE>
APPENDIX A
THIS IS THE FORM OF INVESTMENT ADVISORY AGREEMENT PROPOSED TO BE ENTERED INTO
WITH RSIM, INC. IN RESPECT OF THE EMERGING MARKETS FUND AND WITH RSIM, L.P. IN
RESPECT OF EACH OF THE OTHER FUNDS. LANGUAGE IN SQUARE BRACKETS ([ ]) APPEARS
ONLY IN THE AGREEMENT WITH RSIM, INC.; LANGUAGE IN ROUNDED BRACKETS ({ })
APPEARS ONLY IN THE AGREEMENT WITH RSIM, L.P.
ROBERTSON STEPHENS INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT ("Agreement") made as of the ___ day of
February, 1999, by and between ROBERTSON STEPHENS INVESTMENT TRUST, a business
trust organized and existing under the laws of The Commonwealth of Massachusetts
(the "Trust"), on behalf of each of its series of shares of beneficial interest
named on Schedule 1 to this Agreement, as it may be amended by the parties from
time to time (each, a "Fund"), and {ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P. } [RS Investment Management, Inc.] (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 each 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 each Fund,
consistent with the investment objective and policies of such 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 each 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 each Fund with reports, statements, and other data on securities, economic
conditions, and other pertinent subjects in respect of the investment management
of each Fund which the Trust's Board of Trustees may request, and (iii) in
general superintend and manage the investments of each Fund, subject to the
ultimate supervision and direction of the Trust's Board of Trustees. In
addition, in respect of each Fund designated as an "Administrative Fund" on
Schedule 1 to this Agreement, the Adviser shall, except as otherwise provided
for herein, render or make available all administrative services needed for the
management and operation of the Fund, and shall furnish such office space and
personnel as are needed by the Fund.
A-1
<PAGE>
(b) The Adviser shall determine the securities to be purchased or sold by
each Fund and will place orders pursuant to its determinations with or through
such persons, brokers, or dealers in conformity with the policy with respect to
brokerage as set forth in the Trust's Registration Statement and each Fund's
Prospectus and Statement of Additional Information or as the Trustees may direct
from time to time.
2. SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its
discretion, delegate certain of its responsibilities under this Agreement in
respect of any Fund 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 in question.
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 any Fund in any way, or in any way be deemed an agent for the Trust or
any Fund. It is expressly understood and agreed that the services to be rendered
by the Adviser to the Trust and each 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 each Fund, in the preparation of reports and information, and
in the management of each 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 each Fund and information as to each Fund's investment objectives and
needs, and shall make available to the Adviser such financial reports, business
descriptions and plans, proxy statements, legal information, and 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 Trust 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 each Fund's organization,
operations, and business not specifically assumed or agreed to be paid by the
Adviser as provided in this Agreement. In particular,
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but without limiting the generality of the foregoing, the Trust on behalf of
each Fund and out of such Fund's 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 values per
share, including the cost of any equipment or services used for obtaining
price quotations;
(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
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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;
(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 a Fund is a party and the expenses the Trust on
behalf of a Fund may incur as a result of its legal obligation to provide
indemnification to its officers, Trustees, and agents.
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 the Fund, as set forth herein, the Trust on behalf of such Fund and out of
such 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 such
Fund only to the extent of its actual costs for such services.
8. FEES. (a) The Trust on behalf of each Fund and out of each 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 such Fund hereunder, and
as full reimbursement for all expenses assumed by the Adviser, a management fee
computed at the rate per annum set out on Schedule 1 hereto of the average daily
net assets of such Fund.
(b) The management fee shall be accrued daily during each month by the Trust
on behalf of each 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 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
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<PAGE>
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.
(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 Fund in question. 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 FUNDS' SHARES. The Adviser agrees that neither it nor
any of its officers or employees shall take any short position in the shares of
any 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 any Fund.
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 Trust or any Fund or to any shareholder of any 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.
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 in respect of each
Fund 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 such 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 in respect of a Fund at
any time, without payment of any penalty, by the Board of Trustees of the Trust
or by a vote of a majority of the Fund's
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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 assignment thereof, as
defined in the Act.
14. CERTAIN DEFINITIONS. The terms "majority of the outstanding voting
securities" of the Trust or the 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.
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.
17. NOTICE. 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 in question. 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 in question 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 any Fund nor from
any Trustee, officer, employee, or agent of the Trust.
18. NAME. The Adviser owns or has the right to use the words "Robertson
Stephens," "Robertson, Stephens & Company Investment Management," "RS," and
"RSIM" which may be used by the Trust only with the consent of the Adviser. The
Adviser consents to the use by the Trust of such words in such forms as the
Adviser shall in writing approve, but only on condition and so long as (i) this
Agreement shall remain in full force and (ii) the Trust shall fully perform,
fulfill, and comply with all provisions of this Agreement expressed herein to be
performed, fulfilled, or complied with by it. No such name shall be used by the
Trust at any time or in any place or for any purposes or under any conditions
except as in this section provided. The foregoing authorization by the Adviser
to the Trust to use said name as part of a business or name is not exclusive of
the right of the Adviser itself to use, or to authorize others to use, the same;
the Trust acknowledges and agrees that as between the Adviser and the Trust, the
Adviser has the exclusive right to so authorize others to use the same; the
Trust acknowledges and agrees that as between the Adviser and the Trust, the
Adviser has the exclusive right so to use, or authorize others to use, said
words and the Trust agrees to take such action as may reasonably be requested by
the Adviser to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said words). Without limiting the
generality of the foregoing, the Trust agrees that, upon any termination of this
Agreement by either party or upon the violation of any of its provisions by the
Trust, the Trust will, at the request of the Adviser, use its best efforts to
change the name of the Trust so as to eliminate all reference, if any, to the
words "Robertson Stephens," "Robertson, Stephens & Company Investment
Management," "RS," or "RSIM" and will
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not thereafter transact any business in a name containing the words "Robertson
Stephens," "Robertson, Stephens & Company Investment Management," "RS," and
"RSIM" in any form or combination whatsoever, or designate itself as the same
entity as or successor to an entity of such name, or otherwise use the words
"Robertson Stephens," "Robertson, Stephens & Company Investment Management,"
"RS," or "RSIM" or any other reference to the Adviser. Such covenants on the
part of the Trust shall be binding upon it, its trustees, officers,
stockholders, creditors, and all other persons claiming under or through it.
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.
<TABLE>
<S> <C>
ROBERTSON STEPHENS INVESTMENT TRUST
-------------------------------------------
President
{ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.}
[RS INVESTMENT MANAGEMENT, INC.]
-------------------------------------------
</TABLE>
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<PAGE>
THIS SCHEDULE 1 IS FOR USE IN CONNECTION WITH THE PROPOSED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE TRUST AND RSIM, L.P.
SCHEDULE 1
<TABLE>
<S> <C>
Robertson Stephens Diversified Growth Fund 1.00%
Robertson Stephens Global Value Fund 1.00%
Robertson Stephens Global Natural Resources Fund 1.00%
Robertson Stephens Growth + Income Fund 1.00%
Robertson Stephens Information Age Fund 1.00%
Robertson Stephens MicroCap Growth Fund 1.25%
ADMINISTRATIVE FUNDS
Robertson Stephens Contrarian Fund 1.50%
Robertson Stephens Partners Fund 1.25%
Robertson Stephens Value + Growth Fund 1.00%
</TABLE>
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<PAGE>
THIS SCHEDULE 1 IS FOR USE IN CONNECTION WITH THE PROPOSED INVESTMENT ADVISORY
AGREEMENT BETWEEN THE TRUST AND RSIM, INC.
SCHEDULE 1
<TABLE>
<S> <C>
ADMINISTRATIVE FUNDS
Robertson Stephens Emerging Growth Fund 1.00%
</TABLE>
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<PAGE>
APPENDIX B
ROBERTSON STEPHENS INVESTMENT TRUST
SUB-ADVISORY AGREEMENT
February __, 1999
Elijah Asset Management, LLC
555 California Street
San Francisco CA 94104
Dear Sirs:
Under an Investment Advisory Agreement (the "Investment Advisory Agreement")
between Robertson Stephens Investment Trust, a Massachusetts business trust (the
"Trust"), and Robertson, Stephens & Company Investment Management, L.P., a
California limited partnership (the "Adviser"), the Adviser serves as investment
adviser to each of Robertson Stephens Information Age Fund and Robertson
Stephens Value + Growth Fund, each of which is a series of shares of the Trust
(each, a "Fund").
The Adviser hereby confirms its agreement with Elijah Asset Management, LLC
(the "Sub-Adviser") and the Trust with respect to the Sub-Adviser's serving as
the sub-adviser of each Fund as follows:
1. Investment Description; Appointment
The Adviser, with the approval of the Trust, hereby appoints the Sub-Adviser
to act as investment adviser to each Fund for the periods and on the terms
set forth in this Agreement, and with respect to the assets of each Fund
designated by the Adviser to the Sub-Adviser from time to time (the
"Designated Assets"). The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
2. Portfolio Management Duties
a. Subject to the supervision of the Adviser and the Trust's Board of
Trustees, the Sub-Adviser will (i) manage the Designated Assets in
accordance with each Fund's investment objective, policies, and
limitations as stated in the Trust's Prospectus and Statement of
Additional Information, as in effect from time to time, and with any
additional policies or guidelines established from time to time by the
Adviser or by the Board of Trustees of the Trust; (ii) make investment
decisions for each Fund in respect of the Designated Assets; and (iii)
place orders to purchase and sell securities and other investments for
each Fund in respect of the Designated Assets.
b. The Sub-Adviser will keep the Trust and the Adviser informed of
developments materially affecting each Fund and shall, on the
Sub-Adviser's own initiative and as reasonably requested
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by the Adviser or the Trust, furnish to the Trust and the Adviser from
time to time whatever information the Adviser or the Board of Trustees
reasonably believes appropriate for this purpose.
c. The Sub-Adviser agrees that, in the performance of the duties required
of it by this Agreement, it will comply with the Investment Company Act
of 1940, as amended (the "Act"), and all rules and regulations
thereunder, all applicable federal and state laws and regulations, and
any applicable procedures adopted by the Trust's Board of Trustees or the
Adviser and identified in writing to the Sub-Adviser.
3. Brokerage
The Sub-Adviser shall determine the securities to be purchased or sold by
each Fund in respect of the Designated Assets and will place orders pursuant
to its determinations with or through such persons, brokers, or dealers in
conformity with such policies with respect to brokerage as are set forth in
the Trust's Prospectus and Statement of Additional Information as in effect
from time to time or as the Board of Trustees may direct from time to time.
4. Information Provided to the Adviser and the Trust
a. The Sub-Adviser shall furnish to the Adviser and to the Board of
Trustees of the Trust monthly, quarterly, and annual reports concerning
the portfolio transactions and performance of each Fund in such form as
may reasonably be requested by the Adviser or the Board of Trustees. The
Sub-Adviser shall permit all books and records with respect to the Funds
to be inspected and audited by the Adviser and the Trust at all
reasonable times during normal business hours, upon reasonable notice.
b. The Sub-Adviser agrees that it will make available to the Adviser and
the Trust promptly upon their request copies of all of its records with
respect to each Fund to assist the Adviser and the Trust in monitoring
compliance with the Act and the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), as well as other applicable laws. The
Sub-Adviser will furnish the Trust's Board of Trustees with respect to
each Fund such periodic and special reports as the Adviser or the Board
of Trustees may reasonably request.
c. The Sub-Adviser agrees that it will immediately notify the Adviser and
the Trust in the event that the Sub-Adviser or any of its affiliates: (i)
becomes subject to a statutory disqualification that prevents the
Sub-Adviser from serving as investment advisor pursuant to this
Agreement; or (ii) is or expects to become the subject of an
administrative proceeding or enforcement action by the SEC or other
regulatory authority. The Sub-Adviser agrees to notify the Adviser
immediately of (x) any material fact known to the Sub-Adviser respecting
or relating to the Sub-Adviser that is not contained in the Prospectus or
Statement of Additional Information of the Trust, or any amendment or
supplement thereto, if the omission of such might make such document
misleading, or (y) any statement contained therein relating to the
Sub-Adviser that becomes untrue in any material respect.
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<PAGE>
d. The Sub-Adviser represents that it is an investment adviser registered
under the Advisers Act and other applicable laws and that the statements
contained in the Sub-Adviser's registration under the Advisers Act on
Form ADV, as of the date hereof, are true and correct and do not omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading. The Sub-Adviser
agrees to maintain the completeness and accuracy of its registration on
Form ADV in accordance with all legal requirements relating to that Form.
The Sub-Adviser acknowledges that it is an "investment adviser" to each
Fund within the meaning of the Act and the Advisers Act.
5. Books and Records
The Sub-Adviser agrees that all records that it maintains in respect of the
Trust are the property of the Trust and further agrees to surrender promptly
to the Trust copies of any such records upon the Trust's request. The
Sub-Adviser agrees to maintain and preserve for such periods as are required
by applicable law, including without limitation Sections 31 and 32 of the
Act and any rule adopted thereunder and Rule 204-2 under the Advisers Act,
any and all records relating to the Sub-Adviser's duties hereunder.
6. Compensation
The Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept,
as full compensation for all services furnished or provided to each Fund
hereunder and as full reimbursement for all expenses incurred or borne by the
Sub-Adviser, a fee for any period equal to 0.50 (50%) of any fees paid by the
Fund in question to the Adviser under the Investment Advisory Agreement in
respect of the Designated Assets of that Fund during that period (the
"Sub-Advisory Fee"). From time to time the Sub-Adviser may agree to reimburse
the Fund additional expenses or waive a portion or all of its fee, in the
sole discretion of the Sub-Adviser.
7. Costs and Expenses
During the term of this Agreement, the Sub-Adviser will pay all expenses
incurred by it and its staff in connection with the performance of its
services under this Agreement, including the payment of salaries of all
officers and employees who are employed by it, but not including expenses to
be paid by the Fund or the Adviser such as brokerage fees and commissions
and custodian charges. The Trust, on behalf of each Fund, shall assume and
pay any expenses for services rendered by a custodian for the safekeeping of
such Fund's securities or other property on behalf of such Fund, for keeping
its books of account, for any other charges of the custodian, and for
calculating the net asset values of such Fund as provided in the Prospectus
and Statement of Additional Information as in effect from time to time. The
Sub-Adviser shall not be required to pay and the Trust (or the Adviser), on
behalf of each Fund, shall assume and pay the charges and expenses of the
Fund's operations, including compensation of the Trustees, charges and
expenses of independent auditors, of legal counsel, of any transfer or
dividend disbursing agent, and of any registrar of the Trust, costs of
acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by a Fund, costs of share certificates, membership dues
in the Investment Company Institute or any similar
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<PAGE>
organization, costs of reports and notices to shareholders, other like
miscellaneous expenses, and all taxes and fees payable to federal, state, or
other governmental agencies on account of the registration of securities
issued by the Fund, filing of trust documents, or otherwise.
8. Standard of Care
Except as may otherwise be provided by the Act or other applicable law,
neither the Sub-Adviser nor any of its officers, directors, employees, or
agents shall be subject to any liability to the Trust, either Fund, or the
Adviser for any error of judgment, any mistake of law, or any loss arising
out of any investment or other act or omission in the course of, connected
with, or arising out of any service to be rendered under this Agreement,
except by reason of willful misfeasance, bad faith, or gross negligence in
the performance of the Sub-Adviser's duties or by reason of reckless
disregard by the Sub-Adviser of its obligations or duties hereunder.
9. Services to Other Companies or Accounts
a. Except as may otherwise be agreed between the Adviser and the
Sub-Adviser, it is understood that the services of the Sub-Adviser are
not exclusive, and nothing in this Agreement shall prevent the
Sub-Adviser from providing similar services to other investment companies
(whether or not their investment objectives and policies are similar to
those of either Fund) or from engaging in other activities.
b. When the Sub-Adviser recommends the purchase or sale of a security for
other investment companies and other clients, and at the same time the
Sub-Adviser recommends the purchase or sale of the same security for a
Fund, it is understood that in light of its fiduciary duty to the Fund,
such transactions will be executed on a basis that it is fair and
equitable to such Fund.
10. Duration and Termination
a. This Agreement shall become effective on the date hereof and shall
continue for two years from that date, and thereafter shall continue in
respect of a Fund automatically for successive annual periods, provided
such continuance is specifically approved at least annually by (i) the
Trust's Board of Trustees or (ii) a vote of a majority of that Fund's
outstanding voting securities (as defined in the Act), provided that the
continuance is also approved by a majority of the Trustees who are not
"interested persons" (as defined in the Act) of the Trust, by vote cast
in person at a meeting called for the purpose of voting on such approval.
b. Notwithstanding the foregoing, this Agreement may be terminated as to
either Fund (i) by the Adviser, at any time without penalty, upon 60 days
written notice to the Sub-Adviser and the Trust, (ii) at any time without
penalty by the Trust, upon the vote of a majority of the Trust's Trustees
or by vote of the majority of the outstanding voting securities of the
Fund in question, upon 60 days written notice to the Sub-Adviser and the
Adviser, or (iii) by the Sub-Adviser at any time without penalty, upon 60
days written notice to the Adviser and the Trust.
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<PAGE>
c. This Agreement will terminate automatically in the event of its
assignment (as defined in the Act and in rules adopted under the Act).
11. Amendments
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved
in accordance with applicable law.
12. Limitations of Liability of Trustees, Officers, Employees, Agents, and
Shareholders of the Trust
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 in question. The Sub-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 Sub-Adviser agrees
that the Trust's obligations hereunder shall be limited to the Fund in
question and to its assets, and that the Sub-Adviser or any affiliated or
related party shall not seek satisfaction of any such obligation from any
shareholder of either Fund nor from any Trustee, officer, employee, or agent
of the Trust.
13. Miscellaneous
a. This Agreement shall be governed by the laws of the State of California,
provided that nothing herein shall be construed in a manner inconsistent
with the Act, the Advisers Act, or rules or orders of the SEC thereunder.
b. The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
c. 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 and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
B-5
<PAGE>
If the terms and conditions described above are in accordance with your
understanding, kindly indicate your acceptance of this Agreement by signing and
returning to us the enclosed copy of this Agreement.
<TABLE>
<S> <C>
ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By----------------------------------------
Name:
Title:
ROBERTSON STEPHENS
INVESTMENT TRUST
By----------------------------------------
Name:
Title:
Accepted:
ELIJAH ASSET MANAGEMENT, LLC
By:----------------------------------------
Name:
Title:
</TABLE>
B-6
<PAGE>
APPENDIX C
ROBERTSON STEPHENS INVESTMENT TRUST
SUB-ADVISORY AGREEMENT
February __, 1999
Eastbourne Management, L.L.C.
555 California Street
San Francisco CA 94104
Dear Sirs:
Under an Investment Advisory Agreement (the "Investment Advisory Agreement")
between Robertson Stephens Investment Trust, a Massachusetts business trust (the
"Trust"), and Robertson, Stephens & Company Investment Management, L.P., a
California limited partnership (the "Adviser"), the Adviser serves as investment
adviser to the Robertson Stephens Contrarian Fund, a series of shares of the
Trust (the "Fund").
The Adviser hereby confirms its agreement with Eastbourne Management, L.L.C.
(the "Sub-Adviser") and the Trust with respect to the Sub-Adviser's serving as
the sub-adviser of the Fund as follows:
1. Investment Description; Appointment
The Adviser, with the approval of the Trust, hereby appoints the Sub-Adviser
to act as investment adviser to the Fund for the periods and on the terms
set forth in this Agreement, and with respect to the assets of the Fund
designated by the Adviser to the Sub-Adviser from time to time (the
"Designated Assets"). The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
2. Portfolio Management Duties
a. Subject to the supervision of the Adviser and the Trust's Board of
Trustees, the Sub-Adviser will (i) manage the Designated Assets in
accordance with the Fund's investment objective, policies, and
limitations as stated in the Trust's Prospectus and Statement of
Additional Information, as in effect from time to time, and with any
additional policies or guidelines established from time to time by the
Adviser or by the Board of Trustees of the Trust; (ii) make investment
decisions for the Fund in respect of the Designated Assets; and (iii)
place orders to purchase and sell securities and other investments for
the Fund in respect of the Designated Assets.
b. The Sub-Adviser will keep the Trust and the Adviser informed of
developments materially affecting the Fund and shall, on the
Sub-Adviser's own initiative and as reasonably requested by the Adviser
or the Trust, furnish to the Trust and the Adviser from time to time
whatever
C-1
<PAGE>
information the Adviser or the Board of Trustees reasonably believes
appropriate for this purpose.
c. The Sub-Adviser agrees that, in the performance of the duties required
of it by this Agreement, it will comply with the Investment Company Act
of 1940, as amended (the "Act"), and all rules and regulations
thereunder, all applicable federal and state laws and regulations, and
any applicable procedures adopted by the Trust's Board of Trustees or the
Adviser and identified in writing to the Sub-Adviser.
3. Brokerage
The Sub-Adviser shall determine the securities to be purchased or sold by
the Fund in respect of the Designated Assets and will place orders pursuant
to its determinations with or through such persons, brokers, or dealers in
conformity with such policies with respect to brokerage as are set forth in
the Trust's Prospectus and Statement of Additional Information as in effect
from time to time or as the Board of Trustees may direct from time to time.
4. Information Provided to the Adviser and the Trust
a. The Sub-Adviser shall furnish to the Adviser and to the Board of
Trustees of the Trust monthly, quarterly, and annual reports concerning
the portfolio transactions and performance of the Fund in such form as
may reasonably be requested by the Adviser or the Board of Trustees. The
Sub-Adviser shall permit all books and records with respect to the Fund
to be inspected and audited by the Adviser and the Trust at all
reasonable times during normal business hours, upon reasonable notice.
b. The Sub-Adviser agrees that it will make available to the Adviser and
the Trust promptly upon their request copies of all of its records with
respect to the Fund to assist the Adviser and the Trust in monitoring
compliance with the Act and the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), as well as other applicable laws. The
Sub-Adviser will furnish the Trust's Board of Trustees with respect to
the Fund such periodic and special reports as the Adviser or the Board of
Trustees may reasonably request.
c. The Sub-Adviser agrees that it will immediately notify the Adviser and
the Trust in the event that the Sub-Adviser or any of its affiliates: (i)
becomes subject to a statutory disqualification that prevents the
Sub-Adviser from serving as investment advisor pursuant to this
Agreement; or (ii) is or expects to become the subject of an
administrative proceeding or enforcement action by the SEC or other
regulatory authority. The Sub-Adviser agrees to notify the Adviser
immediately of (x) any material fact known to the Sub-Adviser respecting
or relating to the Sub-Adviser that is not contained in the Prospectus or
Statement of Additional Information of the Trust, or any amendment or
supplement thereto, if the omission of such might make such document
misleading, or (y) any statement contained therein relating to the
Sub-Adviser that becomes untrue in any material respect.
d. The Sub-Adviser represents that it is an investment adviser registered
under the Advisers Act and other applicable laws and that the statements
contained in the Sub-Adviser's registration
C-2
<PAGE>
under the Advisers Act on Form ADV, as of the date hereof, are true and
correct and do not omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading. The Sub-Adviser agrees to maintain the completeness and
accuracy of its registration on Form ADV in accordance with all legal
requirements relating to that Form. The Sub-Adviser acknowledges that it
is an "investment adviser" to the Fund within the meaning of the Act and
the Advisers Act.
5. Books and Records
The Sub-Adviser agrees that all records that it maintains in respect of the
Trust are the property of the Trust and further agrees to surrender promptly
to the Trust copies of any such records upon the Trust's request. The
Sub-Adviser agrees to maintain and preserve for such periods as are required
by applicable law, including without limitation Sections 31 and 32 of the
Act and any rule adopted thereunder and Rule 204-2 under the Advisers Act,
any and all records relating to the Sub-Adviser's duties hereunder.
6. Compensation
The Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept,
as full compensation for all services furnished or provided to the Fund
hereunder and as full reimbursement for all expenses incurred or borne by the
Sub-Adviser, a fee for any period equal to 0.40 (40%) of any fees paid by the
Fund to the Adviser under the Investment Advisory Agreement in respect of the
Designated Assets of the Fund during that period (the "Sub-Advisory Fee").
From time to time the Sub-Adviser may agree to reimburse the Fund additional
expenses or waive a portion or all of its fee, in the sole discretion of the
Sub-Adviser.
7. Costs and Expenses
During the term of this Agreement, the Sub-Adviser will pay all expenses
incurred by it and its staff in connection with the performance of its
services under this Agreement, including the payment of salaries of all
officers and employees who are employed by it, but not including expenses to
be paid by the Fund or the Adviser such as brokerage fees and commissions
and custodian charges. The Trust, on behalf of the Fund, shall assume and
pay any expenses for services rendered by a custodian for the safekeeping of
the Fund's securities or other property on behalf of the Fund, for keeping
its books of account, for any other charges of the custodian, and for
calculating the net asset values of the Fund as provided in the Prospectus
and Statement of Additional Information as in effect from time to time. The
Sub-Adviser shall not be required to pay and the Trust (or the Adviser), on
behalf of the Fund, shall assume and pay the charges and expenses of the
Fund's operations, including compensation of the Trustees, charges and
expenses of independent auditors, of legal counsel, of any transfer or
dividend disbursing agent, and of any registrar of the Trust, costs of
acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by the Fund, costs of share certificates, membership
dues in the Investment Company Institute or any similar organization, costs
of reports and notices to shareholders, other like miscellaneous
C-3
<PAGE>
expenses, and all taxes and fees payable to federal, state, or other
governmental agencies on account of the registration of securities issued by
the Fund, filing of trust documents, or otherwise.
8. Standard of Care
Except as may otherwise be provided by the Act or other applicable law,
neither the Sub-Adviser nor any of its officers, directors, employees, or
agents shall be subject to any liability to the Trust, the Fund, or the
Adviser for any error of judgment, any mistake of law, or any loss arising
out of any investment or other act or omission in the course of, connected
with, or arising out of any service to be rendered under this Agreement,
except by reason of willful misfeasance, bad faith, or gross negligence in
the performance of the Sub-Adviser's duties or by reason of reckless
disregard by the Sub-Adviser of its obligations or duties hereunder.
9. Services to Other Companies or Accounts
a. Except as may otherwise be agreed between the Adviser and the
Sub-Adviser, it is understood that the services of the Sub-Adviser are
not exclusive, and nothing in this Agreement shall prevent the
Sub-Adviser from providing similar services to other investment companies
(whether or not their investment objectives and policies are similar to
those of the Fund) or from engaging in other activities.
b. When the Sub-Adviser recommends the purchase or sale of a security for
other investment companies and other clients, and at the same time the
Sub-Adviser recommends the purchase or sale of the same security for the
Fund, it is understood that in light of its fiduciary duty to the Fund,
such transactions will be executed on a basis that it is fair and
equitable to the Fund.
10. Duration and Termination
a. This Agreement shall become effective on the date hereof and shall
continue for two years from that date, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Trust's Board of
Trustees or (ii) a vote of a majority of the Fund's outstanding voting
securities (as defined in the Act), provided that the continuance is also
approved by a majority of the Trustees who are not "interested persons"
(as defined in the Act) of the Trust, by vote cast in person at a meeting
called for the purpose of voting on such approval.
b. Notwithstanding the foregoing, this Agreement may be terminated as to
the Fund (i) by the Adviser, at any time without penalty, upon 60 days
written notice to the Sub-Adviser and the Trust, (ii) at any time without
penalty by the Trust, upon the vote of a majority of the Trust's Trustees
or by vote of the majority of the outstanding voting securities of the
Fund, upon 60 days written notice to the Sub-Adviser and the Adviser, or
(iii) by the Sub-Adviser at any time without penalty, upon 60 days
written notice to the Adviser and the Trust.
c. This Agreement will terminate automatically in the event of its
assignment (as defined in the Act and in rules adopted under the Act).
C-4
<PAGE>
11. Amendments
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved
in accordance with applicable law.
12. Limitations of Liability of Trustees, Officers, Employees, Agents, and
Shareholders of the Trust
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 Sub-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 Sub-Adviser agrees that
the Trust's obligations hereunder shall be limited to the Fund and to its
assets, and that the Sub-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.
13. Miscellaneous
a. This Agreement shall be governed by the laws of the State of California,
provided that nothing herein shall be construed in a manner inconsistent
with the Act, the Advisers Act, or rules or orders of the SEC thereunder.
b. The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
c. 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 and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
C-5
<PAGE>
If the terms and conditions described above are in accordance with your
understanding, kindly indicate your acceptance of this Agreement by signing and
returning to us the enclosed copy of this Agreement.
<TABLE>
<S> <C>
ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By----------------------------------------
Name:
Title:
ROBERTSON STEPHENS
INVESTMENT TRUST
By----------------------------------------
Name:
Title:
Accepted:
EASTBOURNE MANAGEMENT, L.L.C.
By:----------------------------------------
Name:
Title:
</TABLE>
C-6
<PAGE>
ROBERTSON STEPHENS CONTRARIAN FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Contrarian Fund which the undersigned
would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR EACH PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS CONTRARIAN FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
2. Proposal to approve new Sub-Advisory Agreement with Robertson, Stephens & / / / / / /
Company Investment Management, L.P. and Eastbourne Management, L.L.C. for the Fund.
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS DIVERSIFIED GROWTH FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Diversified Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS DIVERSIFIED GROWTH FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS EMERGING GROWTH FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Emerging Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS EMERGING GROWTH FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with RS Investment
Management, Inc. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
GLOBAL NATURAL RESOURCES FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Global Natural Resources Fund which
the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
GLOBAL NATURAL RESOURCES FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS GLOBAL VALUE FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Global Value Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS GLOBAL VALUE FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS GROWTH & INCOME A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Growth & Income Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS GROWTH & INCOME A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS INFORMATION AGE FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Information Age Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR EACH PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS INFORMATION AGE FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
2. Proposal to approve new Sub-Advisory Agreement with Robertson, Stephens & / / / / / /
Company Investment Management, L.P. and Elijah Asset Management, LLC for the Fund.
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS MICROCAP GROWTH FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens MicroCap Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS MICROCAP GROWTH FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS PARTNERS FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Partners Fund which the undersigned
would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS PARTNERS FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS VALUE + GROWTH FUND A
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Value + Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR EACH PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS VALUE + GROWTH FUND A
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
2. Proposal to approve new Sub-Advisory Agreement with Robertson, Stephens & / / / / / /
Company Investment Management, L.P. and Elijah Asset Management, LLC for the Fund.
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS CONTRARIAN FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Contrarian Fund which the undersigned
would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR EACH PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS CONTRARIAN FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
2. Proposal to approve new Sub-Advisory Agreement with Robertson, Stephens & / / / / / /
Company Investment Management, L.P. and Eastbourne Management, L.L.C. for the Fund.
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS DIVERSIFIED GROWTH FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Diversified Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS DIVERSIFIED GROWTH FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS EMERGING GROWTH FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Emerging Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS EMERGING GROWTH FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with RS Investment
Management, Inc. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
GLOBAL NATURAL RESOURCES FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Global Natural Resources Fund which
the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
GLOBAL NATURAL RESOURCES FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS GLOBAL VALUE FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Global Value Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS GLOBAL VALUE FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS GROWTH & INCOME C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Growth & Income Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS GROWTH & INCOME C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS INFORMATION AGE FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Information Age Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR EACH PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS INFORMATION AGE FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
2. Proposal to approve new Sub-Advisory Agreement with Robertson, Stephens & / / / / / /
Company Investment Management, L.P. and Elijah Asset Management, LLC for the Fund.
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS MICROCAP GROWTH FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens MicroCap Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS MICROCAP GROWTH FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS PARTNERS FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Partners Fund which the undersigned
would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS PARTNERS FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
- ---------------------------------- ------------------- ------------------------------------ ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
ROBERTSON STEPHENS VALUE + GROWTH FUND C
ROBERTSON STEPHENS INVESTMENT TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
The undersigned hereby appoints G. Randall Hecht, Andrew C. Morrison, and
Andrew P. Pilara, Jr., and each of them separately, proxies, with power of
substitution to each, and hereby authorizes them to represent and to vote, as
designated below, at the Meeting of shareholders of the Trust, on February
26, 1999 at 8:30 a.m., San Francisco time, and at any adjournments thereof,
all of the shares of Robertson Stephens Value + Growth Fund which the
undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR EACH PROPOSAL.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
ROBERTSON STEPHENS VALUE + GROWTH FUND C
Vote on Proposal FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve new Investment Advisory Agreement with Robertson,
Stephens & Company Investment Management, L.P. for the Fund. / / / / / /
2. Proposal to approve new Sub-Advisory Agreement with Robertson, Stephens & / / / / / /
Company Investment Management, L.P. and Elijah Asset Management, LLC for the Fund.
Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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