<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TIME HORIZON FUNDS
- --------------------------------------------------------------------------------
(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 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 fee
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.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
TIME HORIZON FUNDS
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
TIME HORIZON PORTFOLIO 1
TIME HORIZON PORTFOLIO 2
TIME HORIZON PORTFOLIO 3
Dear Shareholder:
Your are cordially invited to attend a Special Meeting of Shareholders of
Time Horizon Funds (the "Trust") to be held on Friday, May 29, 1998 at 9:00
a.m., Eastern Time, at 400 Bellevue Parkway, Wilmington, Delaware.
At the Meeting, shareholders will be asked to vote on the following
matters:
1. To elect eight (8) Trustees to the Board of Trustees;
2. To approve an Investment Advisory Agreement between the Trust and
Robertson, Stephens & Company Investment Management, L.P.; and
3. To approve the selection of Price Waterhouse LLP as independent
auditors for the current fiscal year.
Your Board of Trustees has carefully considered each of these matters and
strongly recommends that you vote in favor of each of the proposals.
Although the Trustees would like very much to have each shareholder attend
the Meeting, they realize that this is not possible. Whether or not you plan to
be present at the Meeting, your vote is needed. Please complete, sign and return
the enclosed proxy card(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,
Robert E. Greeley
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY
CARD(S) IN THE ENCLOSED ENVELOPE
<PAGE> 3
TIME HORIZON FUNDS
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
TIME HORIZON PORTFOLIO 1
TIME HORIZON PORTFOLIO 2
TIME HORIZON PORTFOLIO 3
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 29, 1998
April 15, 1998
To the Shareholders:
You are invited to attend a Special Meeting (the "Meeting") of the
shareholders of the Time Horizon Portfolio 1, Time Horizon Portfolio 2 and Time
Horizon Portfolio 3 (each a "Fund" and collectively the "Funds") of the Time
Horizon Funds, a Delaware business trust (the "Trust"). The meeting will be held
at the offices of the Trust, 400 Bellevue Parkway, Wilmington, Delaware, on
Friday, May 29, 1998, at 9:00 a.m., Eastern Standard Time, for the following
purposes and to transact such other business, if any, as may properly come
before the Meeting:
1. To elect eight (8) Trustees to the Board of Trustees;
2. To approve an Investment Advisory Agreement between the Trust and
Robertson, Stephens & Company Investment Management, L.P.; and
3. To approve the selection of Price Waterhouse LLP as independent
auditors for the current fiscal year.
The Board of Trustees of the Trust has fixed the close of business on April
2, 1998 as the record date for determining the shareholders of the Funds
entitled to notice of and to vote at the Meeting. Shareholders are entitled to
one vote for each share of each Fund held.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE ENVELOPE
PROVIDED. PLEASE MAIL YOUR PROXY PROMPTLY.
Cathy G. O'Kelly
Secretary
<PAGE> 4
TIME HORIZON FUNDS
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
TIME HORIZON PORTFOLIO 1
TIME HORIZON PORTFOLIO 2
TIME HORIZON PORTFOLIO 3
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees (the "Board") of the Time Horizon Portfolio 1, Time
Horizon Portfolio 2 and Time Horizon Portfolio 3 (each a "Fund" and collectively
the "Funds") of the Time Horizon Funds, a Delaware business trust (the "Trust"),
of proxies to be voted at the Special Meeting of Shareholders of the Trust to be
held on Friday, May 29, 1998, and any and all adjournments thereof (the
"Meeting"). The date of the first mailing of the Notice, Proxy Statement and the
accompanying proxy card will be on or about April 15, 1998.
INTRODUCTION
On June 8, 1997, BankAmerica Corporation ("BankAmerica"), parent of Bank of
America National Trust and Savings Association ("Bank of America"), the Funds'
former manager, entered into an Agreement and Plan of Merger with Robertson,
Stephens & Company Group, L.L.C. and Robertson, Stephens & Company, Inc.,
pursuant to which each of those entities were merged into a wholly owned
subsidiary of BankAmerica. Upon the consummation of those mergers on October 1,
1997, BankAmerica became the owner of the entire beneficial interest in
Robertson Stephens & Company Investment Management, L.P. ("RSIM" or the
"Manager") and RS Investment Management, Inc. ("RSIM, Inc.").
As of March 1, 1998, BankAmerica consolidated Bank of America's investment
advisory division with RSIM. As of the time of the consolidation, both RSIM and
RSIM, Inc. and their investment affiliates in the Robertson Stephens Management
group had in excess of $5 billion under management in public and private
investment pools. Bank of America's investment advisory division had in excess
of $60 billion under management. Virtually all of the investment advisory,
administrative, and support personnel at Bank of America who are responsible for
providing services to the Funds became authorized to act on behalf of RSIM. No
change in the investment advisory or the research personnel for the Funds and no
material changes in the support personnel servicing the Funds occurred as a
result of the consolidation.
In connection with the consolidation of Bank of America's investment
advisory division with RSIM, the Management Agreement dated September 5, 1995
between the Trust and Bank of America (the "Management Agreement") was assumed
by RSIM. The assumption of the Management Agreement by RSIM was approved by the
Board of Trustees, including a majority of the Board members who are not
interested persons as that term is defined in the Investment Company Act of 1940
("1940 Act"), at a meeting held on February 3, 1998. Based upon a determination
that the assumption of the Management Agreement did not constitute an assignment
which would terminate the investment advisory agreement as defined in the 1940
Act, no shareholder approval was sought for such action. RSIM provides the same
services for the same fees as provided by Bank of America under the Management
Agreement.
On April 2, 1998, the Board approved a new Investment Advisory Agreement
between the Trust and RSIM (the "New Investment Advisory Agreement") and a new
Administrative Services Agreement between the Trust and RSIM (the "New
Administrative Services Agreement"). RSIM currently provides both investment
advisory and administrative services to the Trust under the Management
Agreement. RSIM will provide the same investment advisory services under the New
Investment Advisory Agreement as it now provides under the Management Agreement.
RSIM will also provide the same administrative services under the New
Administrative Services Agreement as it currently provides under the Management
Agreement.
<PAGE> 5
PROPOSAL 1: ELECTION OF TRUSTEES
INTRODUCTION. At the Meeting, shareholders of each Fund will be asked to
consider the election of eight (8) Trustees, who will constitute the entire
Board of the Trust. As a result of the consolidation of its investment advisory
businesses and the assumption of the Management Agreement, management has
concluded that a restructuring of the boards of the registered investment
companies advised by BankAmerica affiliates (the "Bank of America/Robertson
Stephens Complex"), so that all boards of the Bank of America/Robertson Stephens
Complex would have common board members, would be in the best interests of such
funds and recommended that action to the Board of the Trust. The Board
considered the recommendation and concluded that the election of common board
members to all funds will result in a number of benefits including the
following: (1) the new Board would be better positioned to provide effective
oversight in that its members would have detailed information about all of the
funds in the Bank of America/Robertson Stephens Complex; (2) by bringing
together members of the boards of Bank of America sponsored funds and the
Robertson Stephens sponsored funds, the new Board would have a more complete
historical background of the new Bank of America/Robertson Stephens Complex; (3)
the Funds would benefit from reduced expenses resulting from the elimination of
multiple Board meetings and the spreading of meeting costs among all funds in
the Bank of America/Robertson Stephens Complex; and (4) communications between
the new Board and management should be more effective given the reduction in the
time and effort required by management to keep multiple boards informed and to
be responsive to multiple boards' needs.
The Board, at a meeting on April 2, 1998, unanimously approved the proposed
restructuring of the Board. Therefore, the Board is proposing that, at the
Meeting shareholders elect the eight (8) Trustees listed below to serve as
Trustees of the Trust. [Also at the April 2, 1998 meeting, the Board unanimously
approved an amendment to the Declaration of Trust which changed the provisions
regarding the term of office for a Trustee such that a Trustee's term would end
upon the election of his or her successor at a shareholders meeting called for
the purpose of electing Trustees. All of the nominees are proposed to serve on
each of the Bank of America/Robertson Stephens Complex fund boards with the
exception of Mr. Joanning, who will continue serving only on the board of the
Pacific Innovations Trust. Messrs. Edward S. Bottum and Robert E. Greeley were
elected to the Board of the Trust by the initial shareholder of the Trust on
July 28, 1995. Messrs. Auerbach, Fletcher, Glynn, Peterson, Pilara and Pings are
recommended for election by shareholders for the first time. The Board and
management wish to express their great appreciation to Messrs. Carmichael and
Privat, current board members who will not continue on the board, for their
contributions to the Trust.
TRUSTEES. It is intended that the proxies will be voted for the election
of the nominees for election as Trustee described in the table below. All of the
nominees have consented to serve as Trustees of the Trust, if elected. In case
any nominee shall be unable or shall fail to act as a Trustee by virtue of an
unexpected occurrence, the proxies may be voted for such other person(s) as
shall be determined by the persons acting under the proxies in their discretion.
2
<PAGE> 6
<TABLE>
<CAPTION>
YEAR FIRST BECAME
NAME, AGE, PRINCIPAL OCCUPATION AND AFFILIATIONS A TRUSTEE
------------------------------------------------ -----------------
<S> <C>
Leonard B. Auerbach (51) Nominee
Trustee, Robertson Stephens Investment Trust (registered
investment company) (since 1987); President and Chairman,
Auerbach Associates, Inc. (management consulting firm)
(since 1979); President, LBA&C, Inc. (since 19) ; formerly
President, Tuttle Auerbach Securities, Inc. (introducing
broker trading futures on behalf of institutional hedging
clients and individuals) (from 1989 to July 1997); CEO and
Chairman, All Performance Mortgage Trust (provider of
mortgage investment capital) (since 1997); Director,
Roelof Mining Inc. (since 19) ; Chairman, Intraview
Systems Corporation (from 19 to March 1986); General
Partner, Tuttle & Co. (from 1989-1997) Limited Partner,
Robertson Stephens Residential Fund L.P., RS Property Fund
I, L.P., and Robertson Stephens Commercial Property Fund,
L.P., (since 19) , of which RSRF Company L.L.C., RSRE II,
L.L.C., and Robertson Stephens & Company, Inc.,
respectively, affiliates of RSIM and RSIM, Inc., are the
general partners.
Edward S. Bottum (63) 1996
Managing Director, Chase Franklin Corporation (venture
capital firm) (since 1990); Trustee, Time Horizon Funds
(since 1995); formerly Vice Chairman of Continental Bank
N.A. (retired 1990); formerly Trustee, 231 Funds (February
1993 to August 1995).
Douglas B. Fletcher (73) Nominee
Chairman of the Board and Chief Executive Officer,
Fletcher Capital Advisor, Incorporated (registered
investment advisor) (since 1991); Director, Pacific
Horizon Funds, Inc. (since 1985); Partner, Newport
Partners (private venture capital firm) (since 1981);
Director, FCA Securities Inc. (registered broker/dealer)
(since 1996); Chairman of the Board and Chief Executive
Officer, First Pacific Advisors, Inc. (registered
investment adviser) and seven investment companies under
its management (prior to 1983); former Allied Member, New
York Stock Exchange; Chairman of the Board of FPA
Paramount Fund, Inc. (through 1984); Chairman, TIS
Mortgage Investment Company (real estate investment
trust); Trustee and former Vice Chairman of the Board,
Claremont McKenna College; Chartered Financial Analyst.
John W. Glynn, Jr. (57) Nominee
Trustee, Robertson Stephens Investment Trust (registered
investment company) (since 1997); Principal and Chairman,
Glynn Capital Management (investment management firm)
(since 1983); Director, Neurex Corporation (since 19) ;
Director, Sterling Payot Company (private investment
banking firm) (since 19) ; Special Limited Partner, New
Enterprise Associates (since 1984) Limited Partner, The
Orphan Fund (from 19 to June 1997) of which RSIM is a
general partner; Lecturer at the Darden School of Business
at the University of Virginia and at the Stanford Business
School.
*Robert E. Greeley (66) 1996
Chairman, Page Mill Asset management (a private investment
company) (since 1991); Director, Pacific Horizon Funds,
Inc. (since 1994), Morgan Grenfell Small Cap Fund (since
1986); Trustee, Master Investment Trust Series I (since
1993), Master Investment Trust, Series II (from 1993 to
1997), Time Horizon Funds (registered investment
companies) (since 1995); formerly Director, Bunker Hill
Income Securities, Inc. (from 1989 to 1994); Trustee,
SunAmerica Fund Group (previously Equitec Siebel Fund
Group) (registered investment companies) (from 1984 to
1992); formerly Director, Manager, Corporate Investments,
Hewlett Packard Company (from 1979 to 1991).
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
YEAR FIRST BECAME
NAME, AGE, PRINCIPAL OCCUPATION AND AFFILIATIONS A TRUSTEE
------------------------------------------------ -----------------
<S> <C>
James K. Peterson (57) Nominee
Trustee, Robertson Stephens Investment Trust (registered
investment company) (since 1987); Managing Director,
Siguler Guff Advisers, L.L.C. (investment advisory firm)
(since 19 ); Managing Director, Oak Glen Consulting, LLC
(since 1996) Director, IBM Retirement Funds (from April
1988 to October 1996); Limited Partner, Robertson Stephens
Residential Fund, L.P. (since 19 ), of which RSRF Company
L.L.C., an affiliate of RSIM and RSIM, Inc., is the
general partner.
*Andrew Pilara (56) Nominee
Managing Director, Robertson Stephens Investment
Management Company (since 19 ); President and Trustee,
Robertson Stephens Investment Trust (registered investment
company) (since 1997); Portfolio Manager, The Robertson
Stephens Global National Resources, Global Value and
Partners Funds and member of the Contrarian Fund team
(since August 1993); President, Pilara Associates
(investment advisory firm) (from 1974 to 19 ).
Cornelius J. Pings (69) Nominee
President, Association of American Universities (since
February 1993); Provost (from 1982 to January 1993) and
Senior Vice President for Academic Affairs (from 1981 to
January 1993), University of Southern California;
Director, Pacific Horizon Funds, Inc. (since 1984);
Trustee, Master Investment Trust, Series I (since 1995);
former Trustee, Master Investment Trust, Series II (from
October 1995 to February 1997); Director, Farmers Group,
Inc. (insurance company) (since 1991).
</TABLE>
- ---------------
* "Interested Person" as defined in the Investment Company Act of 1940. Mr.
Pilara is an "affiliated" person of RSIM. Mr. Greeley is an "interested"
person solely by reason of his position as President of the Trust.
The term of office of each person elected as a Trustee will be until the
next meeting of shareholders called for the purpose of electing trustees or
until he or she dies, resigns, is declared incompetent by a court of appropriate
jurisdiction, or is removed.
Mr. Glynn is a director of Sterling Payot Company, Mr. Bottum is a director
of Chase Franklin Corporation and Mr. Fletcher is a director of FCA Securities,
Inc. Sterling Payot, Chase Franklin and FCA Securities are registered broker
dealers with the Securities and Exchange Commission. Sterling Payot, Chase
Franklin and FCA Securities do not execute portfolio transactions for any of the
Funds nor do they engage in principal transactions with or act as distributor
for any of the Funds. Mr. Glynn, Mr. Bottum and Mr. Fletcher have advised the
Trust that Sterling Payot, Chase Franklin and FCA Securities will not execute
portfolio transactions for, engage in principal transactions with, or act as
distributor for, any of the Funds during any period when he is a Trustee of the
Trust. The Board of Trustees has determined that none of the Funds nor their
shareholders will be adversely affected as a result of Sterling Payot, Chase
Franklin and FCA Securities not executing such transactions for the Funds or
engaging in such principal transactions with or acting as distributor for the
Funds. Accordingly, Mr. Glynn, Mr. Bottum and Mr. Fletcher will not be
considered interested persons of the Trust due to their respective relationships
with Sterling Payot, Chase Franklin and FCA Securities.
In the fiscal year of the Trust ended June 30, 1997, the Trustees met eight
times. Each of the current trustees attended 75% or more of the meetings of the
Board. The Board currently has no committees.
For his or her services as Trustee of all of the Funds of the Trust, each
Trustee currently receives an annual retainer of $6,000 with a fee of $1,000 for
each day of board meetings attended in person plus $500 for each telephone board
meeting attended. Edward S. Bottum receives an additional $2,000 per annum as
Chairman of the Board. Each Trustee also is reimbursed for out-of-pocket
expenses incurred as a Trustee. It is anticipated that upon the restructuring of
the Board, the Trustees may change the structure for trustee compensation. The
following table sets forth the aggregate compensation paid by the Trust for the
fiscal year ended June 30, 1997, to the Trustees who are not affiliated with
Bank of America or with RSIM and the
4
<PAGE> 8
aggregate compensation paid to such Trustees for services on the Trust's Board
and that of all other funds in the "Trust Complex" (as defined in Schedule 14A
under the Securities Exchange Act of 1934):
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED
BENEFITS ANNUAL TOTAL
AGGREGATE ACCRUED BENEFITS COMPENSATION
COMPENSATION AS PART OF FUND UPON FROM THE TRUST
NAME FROM THE TRUST* EXPENSES RETIREMENT AND TRUST COMPLEX(1)
---- --------------- --------------- ------------- --------------------
<S> <C> <C> <C> <C>
Leonard B. Auerbach(2)........ $0 $0 $0 $ 46,488
Edward S. Bottum(3)........... $14,125 $0 $0 $ 29,125
Douglas B. Fletcher(2)........ $0 ** ** $109,240
John W. Glynn, Jr.(2)......... $0 $0 $0 $ 46,488
Robert E. Greeley(4).......... $17,250 ** ** $116,730
James K. Peterson(2).......... $0 $0 $0 $ 46,488
Cornelius J. Pings(2)......... $0 ** ** $152,019
</TABLE>
- ---------------
(1) The "Trust Complex" currently consists of the Trust, Master Investment
Trust, Series I, Time Horizon Funds, World Horizon Funds, The Pacific
Horizon Funds, Inc. and the Seafirst Retirement Funds, which were merged
into the Pacific Horizon Funds on June 23, 1997, and the Robertson Stephens
Investment Trust.
(2) Nominee. Messrs. Auerbach, Glynn and Peterson currently serve as Trustees of
the Robertson Stephens Investment Trust. Mr. Pings currently serves as
Trustee for the Master Investment Trust, Series I and Director for The
Pacific Horizon Funds, Inc. Mr. Fletcher currently serves as Director for
The Pacific Horizon Funds, Inc.
(3) Mr. Bottum currently also serves as Trustee for the Pacific Innovations
Trust.
(4) Mr. Greeley currently also serves as Trustee for the Pacific Innovations
Trust and the Master Investment Trust, Series I and Director for The Pacific
Horizon Funds, Inc.
* Messrs. Carmichael and Privat each received $ in compensation from
the Trust for the fiscal year ended December 31, 1997.
** As of the fiscal year ended February 28, 1998, The Pacific Horizon Funds,
Inc. had accrued on the part of all of its Directors an aggregate of
$284,393 in retirement benefits.
TRUST OFFICERS. The table below describes the officers of the Trust and
their principal occupations during the past five years:
<TABLE>
<CAPTION>
NAME AND AGE POSITION WITH TRUST PRINCIPAL OCCUPATIONS
------------ ------------------- ---------------------
<S> <C> <C>
Robert E. Greeley (65).... President (see nominee table above)
Stephen M. Wynne (41)..... Vice President Executive Vice President and Chief Accounting
Officer (since 1993) and Senior Vice
President and Chief Accounting Officer
(from 1991 to 1993) PFPC, Inc.; Executive
Vice President, PFPC International (since
1995); Vice President and Chief Accounting
Officer, PNC Institutional Management Corp.
(since 1987).
Cathy G. O'Kelly (44)..... Secretary Partner in the Law Firm of Vedder, Price,
Kaufman & Kammholz.
Jay F. Nusblatt (36)...... Treasurer Vice President and Director of Fund
Accounting and Administration, PFPC, Inc.
(since 1993); formerly Assistant Vice
President, Fund/Plan Services, Inc. (from
1989 to 1993).
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
NAME AND AGE POSITION WITH TRUST PRINCIPAL OCCUPATIONS
------------ ------------------- ---------------------
<S> <C> <C>
Gary M. Gardner (46)...... Assistant Secretary Chief Counsel -- Mutual Funds, PNC Bank
(since 1994); Associate General Counsel, The
Boston Company, Inc. (from 1992 to 1994);
General Counsel, SunAmerica Asset
Management Inc. (from 1986 to 1992).
J. Robert Dugan (32)...... Assistant Secretary Counsel -- Mutual Funds, PNC Bank (since
1993); Associate, Drinker Biddle and Reath
(from 1990 to 1993).
Linda M. Kaufmann (33).... Assistant Treasurer Vice President and Director of Fund
Accounting and Administration, PFPC, Inc.
(since 1981).
</TABLE>
The officers of the Trust are elected by the Board of the Trust on an
annual basis to serve until their successors are elected and qualified.
SHAREHOLDERS. On April 2, 1998 none of the Trustees and nominees owned
beneficially any shares of any Fund [except .]
REQUIRED VOTE. The candidates receiving the affirmative vote of a
plurality of the votes cast at the Meeting, if a quorum is present, shall be
elected. Shares of all of the Funds shall vote together as a single class for
the Trustees.
THE BOARD OF TRUSTEES RECOMMENDS ELECTION OF EACH NOMINEE FOR TRUSTEE
LISTED ABOVE.
PROPOSAL 2: APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
INTRODUCTION. At the Meeting, shareholders of each Fund will be asked to
vote on the approval of the New Investment Advisory Agreement, which is
summarized below. A copy of the New Investment Advisory Agreement is attached to
this Proxy Statement as Exhibit A, and the description of the New Investment
Advisory Agreement which follows is qualified in its entirety by reference to
Exhibit A.
As discussed above, as of March 1, 1998, Bank of America's investment
advisory division was consolidated with RSIM. Bank of America has informed the
Trust that virtually all of the investment advisory, administrative, support and
supervisory personnel at Bank of America who are responsible for providing
services to the Trust became authorized to act on behalf of RSIM. Consequently,
Bank of America believes that the assumption of the Management Agreement by RSIM
did not result in an effective change of adviser or management.
The Board, at a meeting on April 2, 1998, unanimously approved the New
Investment Advisory Agreement and the New Administrative Services Agreement. The
Board determined that splitting the investment advisory and administrative
services currently provided in the Management Agreement into the New Investment
Advisory Agreement and New Administrative Services Agreement was in the best
interest of shareholders because it allows greater flexibility both to provide
additional administrative services to the Trust and to allow other entities to
provide such services. The separation of the two agreements would also increase
the ability for Bank of America fiduciary clients to be invested in the Trust.
RSIM currently provides both investment advisory and administrative services to
the Trust under the Management Agreement. RSIM will provide the same investment
advisory services under the New Investment Advisory Agreement as it now provides
under the Management Agreement. RSIM will also provide the same administrative
services under the New Administrative Services Agreement as it currently
provides under the Management Agreement. The New Investment Advisory Agreement
will be substantially the same as the investment advisory portion of the
Management Agreement and the New Administrative Services Agreement will be
substantially the same as the administrative services portion of the Management
Agreement. The total fees payable under both the New Investment Advisory
Agreement and the New Administrative Services Agreement will be the same as the
fee payable under the Management Agreement. Although RSIM has represented to the
Board that it has no present intention to change the fees payable under the New
Administrative Services Agreement, the fees payable under the New Administrative
Services Agreement may be changed without the approval of
6
<PAGE> 10
shareholders, although any change would still need the approval of a majority of
the Board, including a majority of the disinterested Trustees.
Proposal 2 requires the affirmative vote of a "majority of the outstanding
voting securities" of each Fund. The term "majority of the outstanding voting
securities," as defined in the 1940 Act, and as used in this proxy statement,
means: the lesser of (1) 67% of the voting securities of each Fund present at
the Meeting if more than 50% of the outstanding shares of such Fund are present
in person or by proxy, or (2) more than 50% of the outstanding shares of such
Fund.
Currently the Trust is offering to the public shares of Time Horizon
Portfolio 1, Time Horizon Portfolio 2 and Time Horizon Portfolio 3. In addition,
the Board has authorized the creation of a fourth class of shares, Time Horizon
Portfolio 4, the shares of which are not currently offered to the public and for
which no management fees have been paid.
DESCRIPTION OF THE MANAGEMENT AGREEMENT. RSIM currently acts as manager
for the Funds under the Management Agreement. Pursuant to the Management
Agreement, RSIM provides a continuous investment program for the Funds,
including research and management of the Funds' investments and is responsible
for, places orders for, and makes decisions with respect to, all purchases and
sales of the Funds' securities. In providing management services to the Trust,
RSIM may, pursuant to the Management Agreement, use officers, and utilize the
facilities, of wholly owned subsidiaries and other affiliates of RSIM or its
parent corporation in providing management services to the Trust.
In addition, under the Management Agreement, RSIM provides facilities,
equipment, statistical and research data, clerical, accounting and bookkeeping
services, internal auditing and legal services, and provides all management
services required for the operation of the business and affairs of the Fund or
oversees the performance of various entities that RSIM has contracted to perform
such services pursuant to the Management Agreement. Specifically, the Manager of
the Funds, pursuant to the authority granted in the Management Agreement entered
into a Sub-Administration and Accounting Services Agreement dated September 15,
1997 (the "Sub-Administration and Accounting Services Agreement") between the
Trust, Bank of America and PFPC, Inc. ("PFPC") pursuant to which PFPC currently
provides certain administrative and accounting services to the Funds. RSIM also
assumed the Sub-Administration and Accounting Services Agreement and pursuant to
the New Administrative Services Agreement will continue to use PFPC in the same
capacity and will oversee PFPC's performance.
In return for the services provided by RSIM currently under the Management
Agreement, RSIM is entitled to receive a fee from the Funds at the annual rate
of .60% of the Funds' average daily net assets. Pursuant to the
Sub-Administration and Accounting Services Agreement, the Trust pays PFPC an
annual accounting fee, to be calculated daily and paid monthly, and RSIM pays
PFPC an annual sub-administration fee, to be calculated daily and paid monthly.
The Trust reimburses PFPC for its out-of-pocket expenses incurred on behalf of
each Fund, including, but not limited to, daily report transmissions, record
retention/ storage and outside independent pricing service charges. The annual
sub-administration fee is an asset based fee based on the aggregate assets of
the Funds as follows: .0275% of the Funds' first $10 billion of average daily
net assets; .020% of the Funds' next $5 billion of average daily net assets;
.0175% of the Funds' next $5 billion of average daily net assets; .015% of the
Funds' next $5 billion of average daily net assets; and .0125% of the Funds'
average daily net assets in excess of $25 billion. These fees are exclusive of
out-of-pocket expenses. RSIM has currently agreed to reduce fees and absorb
other operating expenses to ensure that the operating expenses for each Fund
(other than interest, taxes, brokerage commissions and other portfolio
transaction expenses, capital expenditures and extraordinary expenses) will not
exceed 1.20%, 1.95% and 1.70% of the average net assets of each Fund's Class A,
Class B and Class K shares, respectively.
7
<PAGE> 11
For the fiscal year ended June 30, 1997, the Trust paid Bank of America and
Bank of America waived the following amounts:
<TABLE>
<CAPTION>
TOTAL MANAGEMENT TOTAL MANAGEMENT
FUND FEES PAID FEES WAIVED*
---- ---------------- ----------------
<S> <C> <C>
Time Horizon Portfolio 1................... $202,553 $178,618
Time Horizon Portfolio 2................... $216,727 $188,559
Time Horizon Portfolio 3................... $211,743 $183,426
</TABLE>
- ---------------
* Under the Management Agreement and the New Investment Advisory Agreement, RSIM
may terminate, reduce or increase its fee waiver at any time.
Effective September 15, 1997, Provident Distributors, Inc. (the
"Distributor"), acts as distributor of the shares of the of the Trust pursuant
to a distribution agreement with the Trust. Prior to September 15, 1997, Concord
Financial Group, Inc. ("Prior Distributor") acted as distributor of the Trust's
shares.
For the fiscal year ended June 30, 1997, each Fund paid the following
shareholder service fees pursuant to the Shareholder Services Plan:
<TABLE>
<CAPTION>
SERVICE FEES PAID BY
PRIOR DISTRIBUTOR SERVICE FEES PAID BY
SERVICE FEES TO MANAGER'S PRIOR DISTRIBUTOR
FUND PAID BY THE FUNDS AFFILIATES TO OTHER FIRMS
---- ----------------------------- -------------------- --------------------
CLASS A CLASS B CLASS K ALL CLASSES ALL CLASSES
------- ------- ------- -------------------- --------------------
<S> <C> <C> <C> <C> <C>
Portfolio 1.......... $14,284 $52,049 $ 12 $64,167 $2,176
Portfolio 2.......... $17,352 $55,719 $107 $70,519 $2,625
Portfolio 3.......... $15,045 $56,299 $ 76 $71,805 $ 0
</TABLE>
The table below shows the underwriting commissions paid to the Prior
Distributor in connection with the distribution of each Fund's Class A shares
for the fiscal year ended June 30, 1997. The sales load on Class A shares was
discontinued as of June 16, 1997.
<TABLE>
<CAPTION>
AMOUNT OF COMMISSIONS COMMISSIONS PAID
UNDERWRITING RETAINED BY TO MANAGER'S
FUND COMMISSIONS PRIOR DISTRIBUTOR AFFILIATES
---- ------------ ----------------- ----------------
<S> <C> <C> <C>
Portfolio 1..................... $ 66,601 $ 5,014 $ 61,587
Portfolio 2..................... $125,102 $13,963 $111,139
Portfolio 3..................... $151,558 $15,772 $135,786
</TABLE>
Expenses of the Funds and of the Prior Distributor in connection with the
Distribution Plan for the Class B shares for the fiscal year ended June 30, 1997
are set forth below.
<TABLE>
<CAPTION>
CONTINGENT COMMISSIONS TOTAL
DISTRIBUTION DEFERRED SALES PAID BY PRIOR COMMISSIONS PAID
FEES PAID BY CHARGES PAID DISTRIBUTOR TO BY PRIOR
FUND TO PRIOR TO PRIOR MANAGER'S DISTRIBUTOR TO
FUND DISTRIBUTOR DISTRIBUTOR AFFILIATES OTHER FIRMS
---- ------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Portfolio 1.......... $192,599 $0 $192,952 N/A
Portfolio 2.......... $200,979 $0 $201,273 N/A
Portfolio 3.......... $203,526 $0 $203,147 N/A
</TABLE>
For the fiscal year ended June 30, 1997, amounts paid by the Funds to the
Prior Distributor in connection with the Administrative Services Plan and the
Distribution and Administrative Services Plan for Class K shares of Portfolio 1,
Portfolio 2 and Portfolio 3 were $27, $224, and $58, respectively. The amounts
paid by the Prior Distributor to the Manager's Affiliates for Portfolio 1,
Portfolio 2 and Portfolio 3 were $8, $103 and $146, respectively.
The Management Agreement may be terminated at any time without cause upon
60 days' written notice, without penalty, by a majority vote of the Board or by
a vote of a majority of the outstanding voting securities of a Fund, by RSIM,
and automatically terminates in the event of its assignment as defined in the
Investment Company Act of 1940.
8
<PAGE> 12
The Management Agreement provides that RSIM will not be liable for any
error of judgment or mistake of law or for any loss suffered in connection with
the performance of the services provided pursuant to the investment advisory
agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or negligence in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder.
RSIM has acted as the manager for the Funds since it assumed the Management
Agreement on March 1, 1998. Prior to March 1, 1998, Bank of America acted as
manager for the Funds since their inception. The Management Agreement was last
approved by the Board on October 28, 1997 and by the initial shareholder of each
of the publicly available Funds on September 5, 1995.
DESCRIPTION OF THE NEW INVESTMENT ADVISORY AGREEMENT. The New Investment
Advisory Agreement, like the Management Agreement, provides that RSIM may from
time to time employ or associate itself with a sub-adviser. The New Investment
Advisory Agreement provides, in addition, that notwithstanding the employment of
any sub-adviser, RSIM will: (i) establish and monitor general investment
criteria and policies for the Funds; (ii) review and analyze on a periodic basis
the Funds' portfolio holdings and transactions in order to determine their
appropriateness in light of the Funds' respective shareholder bases; and (iii)
review and analyze on a periodic basis the policies established by any
sub-adviser for any Fund with respect to the placement of orders for the
purchase and sale of portfolio securities. In return for the services provided
by RSIM under the New Investment Advisory Agreement, RSIM is entitled to receive
a fee from the Funds at an annual rate of .40% of the Funds' average daily net
assets.
The New Investment Advisory Agreement, like the Management Agreement,
provides that, subject to the supervision of the Board (and RSIM, with respect
to any sub-adviser) RSIM will provide a continuous investment program for the
Funds, including investment research and management with respect to all
securities, investments, and cash equivalents in the Funds. In recognition of
the commonality between Bank of America and RSIM, the New Agreement, similar to
the Management Agreement, would provide that RSIM could provide advisory
services through its own employees or the employees of an affiliated company
that also is under the common control of BankAmerica, as long as such employees
function as part of an organized group of persons that is managed at all times
by authorized officers of RSIM. RSIM will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Funds. RSIM will provide the services rendered by it under the New Investment
Advisory Agreement in accordance with the investment objectives, policies and
restrictions as stated in the Trust's currently effective Registration Statement
with respect to each Fund, resolutions of the Board, and, with respect to any
sub-adviser, the investment criteria and policies established from time to time
for any Fund affected by RSIM. RSIM agrees in the New Investment Advisory
Agreement to review, monitor and report to the Board regarding the performance
and investment procedures of any sub-adviser employed by the Board.
Pursuant to the New Investment Advisory Agreement, RSIM further agrees that
it will, among other things, (i) conform with all applicable rules and
regulations of the Securities and Exchange Commission and will conduct its
activities under its respective agreement in accordance with other applicable
law; (ii) place orders for the purchase and sale of portfolio securities for the
Funds with brokers or dealers selected by RSIM (or, with respect to any
sub-adviser, in accordance with the policy set forth in the affected Fund's
Registration Statement or as RSIM or the Board may direct); and (iii) not
purchase any securities from or sell any securities to RSIM, any subadviser,
administrator, sub-administrator or distributor of the Trust or any of their
affiliates acting as principal or broker, except as permitted by law. RSIM also
agrees to maintain such books and records regarding the securities transactions
with respect to the Funds as may be required or otherwise requested by the Trust
and the Board, and to supply the Trust and the Board with reports, statistical
data and economic information as requested.
Like the Management Agreement, under the New Investment Advisory Agreement,
RSIM agrees to maintain a policy and practice of conducting its investment
advisory operations independently of any commercial banking operations of Bank
of America or any of its affiliates.
RSIM agrees in the New Investment Advisory Agreement, as it did in the
Management Agreement, to treat confidentially and as proprietary information of
the Trust all records and other information relative to the
9
<PAGE> 13
Trust and prior or present Trust shareholders or those persons or entities who
respond to inquires concerning investment in the Trust, and agrees not to use
such records and information for any purpose other than performance of its
responsibilities and duties under the New Investment Advisory Agreement, except
after prior notification to and approval in writing by the Trust.
The New Investment Advisory Agreement, like the Management Agreement,
provides that RSIM will pay all expenses incurred by it in connection with its
activities under the New Investment Advisory Agreement other than the cost of
securities (including brokerage commissions, if any) purchased or sold with
respect to the Funds.
The New Investment Advisory Agreement, like the Management Agreement,
provides that in executing portfolio transactions and selecting brokers or
dealers, RSIM will use its best efforts to seek on behalf of Funds the best
overall terms available. In assessing the best overall terms available for any
transaction, RSIM will consider all factors that it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis. In evaluating the best overall terms available, and in
selecting the broker or dealer to execute a particular transaction, RSIM may
also consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended) provided with
respect to a Fund, and/or other accounts over which RSIM or its affiliates
exercise investment discretion. RSIM is authorized, subject to the prior
approval of the Board, to negotiate and pay to a broker or dealer who provides
such brokerage and research services a commission for executing a portfolio
transaction with respect to a Fund that is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if,
but only if, RSIM determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer -- viewed in terms of that particular transaction or in terms
of the overall responsibilities of RSIM to the Fund and to the Trust. RSIM,
however, is not required to seek prior approval from the Board, so long as the
broker or dealer selected by RSIM obtains the best price and execution on a
particular transaction.
In executing portfolio transactions with respect to a Fund, RSIM may, but
is not obligated to, to the extent permitted by applicable laws and regulations,
aggregate the securities to be sold or purchased with those of its other clients
where such aggregation is not inconsistent with the policies set forth in the
Trust's Registration Statement. In such event, RSIM will allocate the securities
so purchased or sold, and the expenses incurred in the transaction, in the
manner it considers to be most equitable and consistent with its fiduciary
obligations to such Fund and such other clients.
The New Investment Advisory Agreement, like the Management Agreement,
provides that RSIM will not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the performance of
the New Investment Advisory Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or any
loss resulting from willful misfeasance, bad faith or negligence on the part of
RSIM in the performance of its duties or from reckless disregard by it of its
obligations and duties under the New Investment Advisory Agreement.
DIFFERENCES BETWEEN THE MANAGEMENT AGREEMENT AND THE NEW INVESTMENT
ADVISORY AGREEMENT. In addition to the differences noted above under the
heading "Introduction" regarding the fees paid under the agreement, the
contractual terms regarding the provisions of investment advisory services are
the same except to incorporate into the agreement the change in the name of the
adviser to Robertson, Stephens & Company Investment Management, L.P., to clarify
references to various parties and to modify its effective date and termination
date. The New Investment Advisory Agreement is dated April 2, 1998 and its
initial term continues until October 31, 1998.
EVALUATION BY THE BOARD OF TRUSTEES. The New Investment Advisory Agreement
was unanimously approved by the Board and by a majority of those members of the
Board who were not "interested persons" (as that term is defined in the 1940
Act) of any party to the agreement at a meeting held on April 2, 1998. The Board
considered that the New Investment Advisory Agreement is substantially the same
as the Trust's Management Agreement (except as noted above in that the
administrative services currently provided by
10
<PAGE> 14
RSIM under the Management Agreement will be provided under the New
Administrative Services Agreement), and that the total contractual fee rate
payable by each Fund under both the New Investment Advisory Agreement and the
New Administrative Services Agreement would be identical to that payable under
the Management Agreement. The Board also considered the benefits which RSIM may
derive from the New Investment Advisory Agreement. Based on its evaluation, the
Board concluded that approval of the New Investment Advisory Agreement would be
in the best interests of the Trust and its shareholders.
MANAGER. RSIM is engaged exclusively in providing investment advisory and
management services to mutual funds, private investment pools (including hedge
funds) and private accounts.
RSIM is a California limited partnership. The general partner of RSIM is
Robertson, Stephens Investment Management Co. ("RSIM Co."). The sole limited
partner of RSIM is RS Regulated I, L.L.C ("RSRI"). BankAmerica owns 100% of RSIM
Co. and RSRI.
The names of the principal executive officers of RSIM as of April 2, 1998
were as follows:
<TABLE>
<CAPTION>
OTHER BUSINESS
NAME POSITION WITH RSIM CONNECTIONS TYPE OF BUSINESS
---- ------------------ -------------------------- ------------------
<S> <C> <C> <C>
George Randall Hecht... President Executive Officer-Asset Investment
Management, Bank of Adviser/Bank
America
Paul Harbor Stephens... Chief Investment Chief Investment Officer, Investment Adviser
Officer RSIM
Dana K. Welch.......... General Counsel General Counsel, Investment
and Managing BancAmerica Robertson Banking/Broker
Director Stephens
Terry R. Otton......... Chief Financial Chief Financial Officer Investment
Officer and Managing Director, Banking/Broker
BancAmerica Robertson
Stephens
</TABLE>
The above persons may be reached c/o Robertson, Stephens & Company
Investment Management, L.P., 555 California Street, San Francisco, California
94104.
Exhibit B sets forth the fees and other information relating to other
investment companies with investment objectives similar to those of the Funds
and advised by RSIM.
No officer or director of the Trust is an officer, employee, or general
partner of RSIM.
THE BOARD OF THE TRUST RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL
OF THE INVESTMENT ADVISORY AGREEMENT.
PROPOSAL 3: APPROVAL OF INDEPENDENT AUDITORS
A majority of the members of the Board who are not "interested" persons of
the Trust has recommended for approval the selection of Price Waterhouse LLP,
independent auditors, to audit the books and records of the Funds for the
current fiscal year. In connection with the consolidation of Bank of America's
investment advisory division with RSIM, the Board has determined that it would
be in the Funds' best interests to have the same independent auditors as the
other funds in the Bank of America/Robertson Stephens Complex. Price Waterhouse
LLP currently serves as independent auditors for The Pacific Horizon Funds,
Inc., the Master Investment Trust, Series I, the World Horizon Funds and the
Robertson Stephens Investment Trust. The Time Horizon Funds' shareholders are
also being asked to approve the selection of Price Waterhouse as independent
auditors. The selection of Price Waterhouse LLP as independent auditors of the
Trust is being submitted to the shareholders for approval. The Board has been
pleased with the services of the Funds' current independent auditors, but
believes that the use of a single accounting firm for the entire Bank of
America/ Robertson Stephens Complex would benefit the Funds by providing
economies of scale as well as allowing the Board to exercise better oversight of
the Funds. Accordingly, the current independent auditors have tendered their
resignation, effective upon the vote of shareholders approving Price Waterhouse
LLP as auditors. A
11
<PAGE> 15
representative of Price Waterhouse LLP is expected to be present at the Meeting
and will be available to respond to any appropriate questions raised at the
Meeting and may make a statement.
THE BOARD OF THE TRUST RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL
OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT AUDITORS.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs associated with the
solicitation of voting instructions/proxies including any additional
solicitation made by letter, telephone or telegraph, will be paid by the Trust.
In addition to solicitation by mail, certain officers and representatives of the
Trust, officers, employees or agents of RSIM and Pacific Life and certain
financial service firms and their representatives who will receive no extra
compensation for their services may solicit proxies by telephone, telegraph,
facsimile, Internet or personally. In connection with the solicitation of
certain shareholders, the Trust's service contractors have retained D.F. King to
assist in the solicitation of proxies at a cost of approximately $6,800. The
Trust will bear all proxy solicitation costs.
Should shareholders require additional information regarding the proxy or
replacement proxy cards, they may contact the Trust toll-free at
1-800- . Any proxy given by a shareholder is revocable as described
below.
THE FUNDS PROVIDE PERIODIC REPORTS TO ALL OF ITS SHAREHOLDERS WHICH
HIGHLIGHT RELEVANT INFORMATION INCLUDING INVESTMENT RESULTS. YOU MAY RECEIVE AN
ADDITIONAL COPY OF THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORT FOR EACH FUND
WITHOUT CHARGE BY CALLING 1-800- OR BY WRITING TIME HORIZON FUNDS
.
VOTING INFORMATION
Proxies are being solicited by the Board for use at the Meeting. All
properly executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, FOR the election of
nominees for Trustees referred to in the proxy statement, FOR the approval of
the Investment Advisory Agreement and FOR the approval of Price Waterhouse LLP,
as independent auditors. Proxies may be revoked at any time by (a) submitting a
subsequently dated proxy or (b) by revoking in person at the time of the
Meeting.
The presence at the Meeting, in person or by proxy, of the holders of
one-third of the shares entitled to be cast shall be necessary and sufficient to
constitute a quorum for the transaction of business. In the event that the
necessary quorum to transact business or the vote required to approve or reject
the proposal is not obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting in accordance with applicable
law, to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of the Funds' shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment if they determine that such adjournment and additional
solicitation are reasonable and in the interest of the Funds' shareholders.
For purposes of determining the presence of a quorum, abstentions, but not
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owners or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power), will be treated as shares
that are present at the Meeting but which have not been voted. Abstentions and
broker "non-votes" will have the effect of a "no" vote for purposes of obtaining
the requisite approval of each proposal.
12
<PAGE> 16
The Board of the Trust has fixed the close of business on April 2, 1998 as
the record date for determination of shareholders entitled to notice of and to
vote at the Meeting. As of April 2, 1998, the issued and outstanding shares of
each Fund were as follows:
The following table sets forth the holding of the shares of the Fund as of
April 2, 1998, of each person known to own, control, or hold with power to vote
5 percent or more of each Fund's outstanding voting securities:
<TABLE>
<CAPTION>
SHARES % OF SHARES
FUND NAME OWNED OUTSTANDING
---- ---- ------- -----------
<S> <C> <C> <C>
Time Horizon Portfolio 1...........
Time Horizon Portfolio 2...........
Time Horizon Portfolio 3...........
</TABLE>
On , 1998, Bank of America and its affiliates held of
approximately %, % and % of the outstanding shares of Time
Horizon Portfolio 1, Time Horizon Portfolio 2 and Time Horizon Portfolio 3,
respectively.
RSIM, the Fund's adviser, is located at 555 California Street, San
Francisco, California, 94104. The Fund's distributor, Provident Distributors,
Inc., is located at Four Falls Corporate Center, 6th Floor, West Conshohocken,
Pennsylvania, 19428. The Fund's sub-administrator, PFPC, Inc. is located at 400
Bellevue Parkway, Wilmington, Delaware, 19809.
PROPOSALS OF SHAREHOLDERS
As a Delaware business trust, the Trust is not required to hold annual
shareholder meetings, but will hold special meetings as required or deemed
desirable. Since the Trust does not hold regular meetings of shareholders, the
anticipated date of the next special shareholders meeting cannot be provided.
Any shareholder proposal that may properly be included in the proxy solicitation
for a special shareholder meeting must be received by the Funds no later than
four months prior to the date when the proxy statements are mailed to
shareholders.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board is not aware of any matters that will be presented for action at
the Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment of the best interests of
shareholders.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Trustees
Cathy G. O'Kelly
Secretary
13
<PAGE> 17
EXHIBIT A
FORM OF INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement is made as of this , 1998
between TIME HORIZON FUNDS, a Delaware business trust (herein called the
"Company"), and Robertson, Stephens & Company Investment Management, L.P., a
California limited partnership (herein called the "Adviser").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Company wishes to retain the Adviser under this Agreement to
render investment advisory and management services to the portfolios of the
Company known as Time Horizon 1, Time Horizon 2, Time Horizon 3 and Time Horizon
4 (the "Initial Fund(s)", together with any other Company portfolios which may
be established later and served by the Adviser hereunder, being herein referred
to collectively as the "Funds" and individually as a "Fund"); and
WHEREAS, pursuant to a Distribution Agreement dated September 15, 1997 (the
"Distribution Agreement") between the Company and Provident Distributors, Inc.
(the "Distributor"), the Company has retained the Distributor to provide for the
sale and distribution of shares of beneficial interest of each Fund (herein
collectively called "Shares"); and
WHEREAS, the Company desires to retain the Adviser to provide investment
advisory services for the Funds, and the Adviser is willing to render such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. Appointment of Adviser.
(A) The Company hereby appoints the Adviser as manager of each Fund on the
terms and for the period set forth in this Agreement and the Adviser hereby
accepts such appointment and agrees to perform the services and duties set forth
herein on the terms herein provided. The Adviser may, in its discretion, provide
such services through its own employees or the employees of one or more
affiliated companies that are qualified to provide such services to the Trust
under applicable law and are under the common control of BankAmerica
Corporation, provided (i) that all persons, when providing services hereunder,
are functioning as part of an organized group of persons, and (ii) that such
organized group of persons is managed at all times by authorized officers of the
Adviser.
(B) In the event that the Company establishes one or more portfolios other
than the Initial Funds with respect to which it desires to retain the Adviser to
render investment advisory and management services hereunder, it shall notify
the Adviser in writing. If the Adviser is willing to render such services, it
shall notify the Company in writing whereupon such portfolio or portfolios shall
become a Fund or Funds hereunder.
2. Investment Services and Duties. Subject to the supervision of the
Company's Board of Trustees, the Adviser shall provide a continuous investment
program for the Funds, including investment research and management with respect
to all securities and investments and cash equivalents in the Funds. The Adviser
shall determine from time to time what securities and other investments will be
purchased, retained or sold by the Company with respect to each Fund. The
Adviser shall provide the services under this Section 2 in accordance with the
Funds' investment objectives, policies and restrictions as stated in the Funds'
then current registration statement and resolutions of the Company's Board of
Trustees.
(A) The Adviser shall use the same skill and care in providing services
under this Section 3 as it uses in providing services to fiduciary accounts for
which it has investment responsibilities.
(B) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of the each Fund with brokers or dealers
selected by the Adviser. In executing portfolio transactions and selecting
brokers or dealers, the Adviser will use its best efforts to seek on behalf of
each Fund the best overall
<PAGE> 18
terms available. In assessing the best overall terms available for any
transaction the Adviser shall consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis. In evaluating the best overall terms available, and in
selecting the broker or dealer to execute a particular transaction, the Adviser
may also consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Fund and/or other accounts over which the Adviser or any affiliate of the
Adviser exercises investment discretion. The Adviser is authorized, subject to
the prior approval of the Company's Board of Trustees, to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for any Fund which is in excess of the amount
of commission another broker or dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of that particular
transaction or in terms of the overall responsibilities of the Adviser to that
Fund and to the Company. In no instance may portfolio securities be purchased
from or sold to the Adviser, any sub-adviser, or an affiliated person of any of
them acting as principal or as broker, except as permitted by law. In executing
portfolio transactions for the Funds the Adviser may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to, aggregate the
securities to be sold or purchased with those of other investment portfolios and
its other clients where such aggregation is not inconsistent with the policies
set forth in the Company's registration statement. In such event, the Adviser
shall allocate the securities so purchased or sold, and the expenses incurred in
the transaction, in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Funds and such other clients.
(C) In performing the investment advisory services hereunder, the Adviser
is authorized to purchase, sell or otherwise deal with securities or other
instruments for which (i) the Adviser, (ii) any affiliate of the Adviser, (iii)
an entity in which the Adviser has a direct or indirect interest, and (iv)
another member of a syndicate or other intermediary (where an entity referred to
in (i), (ii) or (iii) above was a member of the syndicate), has acted, now acts
or in the future will act as an underwriter, syndicate member, market-maker,
dealer, broker or in any other similar capacity, whether the purchase, sale or
other dealing occurs during the life of the syndicate or after the close of the
syndicate, provided such purchase, sale or dealing is permitted under the 1940
Act and the rules thereunder. Insofar as permitted by law, any rules of or under
applicable law prohibiting or restricting in any way an agent or fiduciary from
dealing with itself or from dealing with respect to any matter in which it may
or does have a personal interest shall not apply to the Adviser, to the extent
its actions are authorized under this paragraph.
(D) The Adviser shall maintain books and records with respect to the
securities transactions of the Fund, and furnish the Company's Board of Trustees
such periodic special reports as the Board may request.
(E) The Adviser shall maintain a policy and practice of conducting its
investment advisory operations independently of its affiliate's commercial
banking operations. When the Adviser makes investment recommendations for a
Fund, its investment advisory personnel shall not inquire or take into
consideration whether the issuer of securities proposed for purchase or sale for
the Fund's account are customers of its affiliate's commercial department. In
dealing with commercial customers, such affiliate's commercial department shall
not inquire or take into consideration whether securities of those customers are
held by the Funds except as required by law.
(F) The Adviser shall review, monitor and report to the Board of Trustees
regarding the performance and investment procedures of any sub-adviser appointed
by the Board of Trustees, and shall assist and consult with any sub-adviser in
connection with the Fund's continuous investment program.
2
<PAGE> 19
3. Compliance with Governing Instruments and Laws. In performing its
duties as Adviser for the Funds, the Adviser shall act in conformity with the
Company's Declaration of Trust, Bylaws, prospectuses and statements of
additional information, and the instructions and directions of the Board of
Trustees of the Company. In addition, the Adviser shall conform to and comply
with the requirements of the 1940 Act, the Rules and Regulations of the
Commission, and all other applicable federal or state laws and regulations.
4. Services Not Exclusive. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees from time to time, have
no authority to act for or represent the Company in any way or otherwise be
deemed its agent. The services furnished by the Adviser hereunder are not deemed
exclusive, and the Adviser shall be free to furnish similar services to others
so long as its services under this Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for the Company are the property of the Company and further agrees to
surrender promptly to the Company any such records upon the Company's request.
The Adviser further agrees to preserve for the periods prescribed by Rule 3la-2
under the 1940 Act the records required to be maintained by Rule 3la-1 under the
1940 Act.
6. Expenses Assumed as Adviser. Except as otherwise stated in this
Agreement, the Adviser shall pay all expenses incurred by it in performing its
services and duties hereunder as Adviser. The Company shall bear other expenses
incurred in the operation of the Funds, including without limitation taxes,
interest, brokerage fees and commissions, if any, fees of trustees who are not
officers, directors, partners, employees or holders of 5 percent or more of the
outstanding voting securities of the Adviser or any of its affiliates,
commission fees and state blue sky registration and qualification fees, charges
of custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, outside auditing and legal expenses, costs of maintaining trust
existence, costs of preparing and printing prospectuses or any supplements or
amendments thereto necessary for the continued effective registration of the
Shares under federal or state securities laws, costs of printing and
distributing any prospectus, supplement or amendment thereto for existing
shareholders of the Funds described therein, costs of shareholders' reports and
meetings, and any extraordinary expenses. It is understood that certain
advertising, marketing, shareholder servicing, administration and/or
distribution expenses to be incurred in connection with the Shares may be paid
by the Company as provided in any plan which may in the sole discretion of the
Company be adopted in accordance with Rule 12b-1 under the 1940 Act, and that
such expenses shall be paid apart from any fees paid under this Agreement.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Company shall pay the Adviser a fee, computed
daily and payable monthly, at the annual rate of .40% of the average net assets
of each Fund. Such fee as is attributable to each Fund shall be a separate (and
not joint or joint and several) obligation of each such Fund.
8. Confidentiality. The Adviser shall treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and prior or present shareholders or those persons or
entities who respond to the Distributor's inquiries concerning investment in the
Company, and shall not use such records and information for any purpose other
than performance of its responsibilities and duties hereunder or under any other
agreement with the Company except after prior notification to and approval in
writing by the Company, which approval shall not be unreasonably withheld and
may not be withheld where the Adviser may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Company. Nothing contained herein, however, shall prohibit the Adviser from
advertising to or soliciting the public generally with respect to other products
or services, including, but not limited to, any advertising or marketing via
radio, television, newspapers, magazines or direct mail solicitation, regardless
of whether such advertisement or solicitation may coincidentally include prior
or present Company shareholders or those persons or entities who have responded
to inquiries with respect to the Funds.
9. Limitations of Liability. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Company or
by any Fund in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of
3
<PAGE> 20
compensation for services or a loss resulting from willful misfeasance, bad
faith or negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement. Any
person, even though also an officer, director, employee or agent of the Adviser,
who may be or become an officer, director, employee or agent of the Company,
shall be deemed, when rendering services to the Company or to any Fund, or
acting on any business of the Company or of any Fund (other than services or
business in connection with the Adviser's duties as Adviser hereunder or under
any other agreement with the Company) to be rendering such services to or acting
solely for the Company or Fund and not as an officer, director, employee or
agent or one under the control or direction of the Adviser even though paid by
the Adviser.
The Adviser acknowledges and agrees that the Declaration of Trust of the
Company provides that the Trustees of the Company and the officers of the
Company executing this Agreement on behalf of the Company shall not be
personally bound hereby or liable hereunder, nor shall resort be had to their
private property or the private property of the shareholders of the Company for
the satisfaction of any claim or obligation under this Agreement.
10. Duration or Termination. This Agreement shall become effective as of
the date first written above and, unless sooner terminated as provided herein,
shall continue until October 31, 1998. Thereafter, this Agreement will be
extended with respect to a particular Fund for successive one-year periods
ending on October 31st of each year, provided each such extension is
specifically approved at least annually (a) by vote of a majority of those
members of the Company's Board of Trustees who are not interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Company's Board of Trustees or by vote
of a majority of the outstanding voting securities of such Fund. This Agreement
may be terminated by the Company at any time with respect to any Fund, without
the payment of any penalty, by vote of a majority of the entire Board of
Trustees of the Company or by a vote of a majority of the outstanding voting
securities of such Fund on 60 days' written notice to the Adviser, or by the
Adviser at any time, without the payment of penalty, on 60 days' written notice
to the Company. This Agreement will immediately terminate in the event of its
assignment. As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" shall have the same
meanings as such terms have in the 1940 Act.
11. Names. The name "Time Horizon Funds" refers to the trust created and
the trustees, as trustees but not individually or personally, acting from time
to time under a Declaration of Trust dated April 12, 1995, as amended, which is
hereby referred to and a copy of which is on file at the principal office of the
Company. The trustees, officers, employees and agents of the Company shall not
personally be bound by or liable under any written obligation, contract,
instrument, certificate or other interest or undertaking of the Company made by
the trustees or by an officer, employee or agent of the Company, in his or her
capacity as such, nor shall resort be had to their private property for the
satisfaction of any obligation or claim thereunder. All persons dealing with any
series or class of shares of the Company may enforce claims against the Company
only against the assets belonging to such series or class.
12. Notices. Notices of any kind to be given to the Company hereunder by
the Adviser shall be in writing and shall be duly given if mailed or delivered
to the Company at the following:
Time Horizon Funds
c/o PFPC, Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
Attn: Jay F. Nusblatt
With a copy to:
Cathy G. O'Kelly, Esq.
Vedder, Price, Kaufman & Kammholz
222 N. LaSalle, 26th Floor
Chicago, Illinois 60601
4
<PAGE> 21
or at such other address or to such individual as shall be so specified by the
Company to the Adviser. Notices of any kind to be given to the Adviser hereunder
by the Company shall be in writing and shall be duly given if mailed or
delivered to the Adviser at:
Robertson, Stephens & Company
Investment Management, L.P.
555 California Street
San Francisco, California 94104
Attn: Dana Welch
or at such other address or to such individual as shall be so specified by the
Adviser to the Company.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. 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. Subject to the provisions of Section 12 hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by Delaware law (without
regard to principles of conflicts of law); provided, however, that nothing
herein shall be construed in a manner inconsistent with the 1940 Act or any rule
or regulation of the Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
TIME HORIZON FUNDS
By:
------------------------------------
Robert E. Greeley
President
Attest:
- ----------------------------------------------
(name)
------------------------------------
Secretary
ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
By:
--------------------------------------
(name)
--------------------------------------------------------------------------
(title)
--------------------------------------------------------------------------
Attest:
- ----------------------------------------------
(name)
------------------------------------
(title)
------------------------------------
5
<PAGE> 22
EXHIBIT B
COMPARABLE INVESTMENT COMPANIES
ADVISED BY RSIM
As of , 1998 the following are open- and
closed-end funds with investment objectives similar to the Fund, for whom RSIM
provided advisory services:
<TABLE>
<CAPTION>
NET
ASSETS AS OF ADVISORY COMPENSATION
, 1998 ON AN ANNUAL BASIS BASED ON THE
NAME (000 OMITTED) VALUE OF AVERAGE DAILY NET ASSETS
---- ----------------- ---------------------------------
<S> <C> <C>
</TABLE>
<PAGE> 23
PROXY SERVICES
P.0. BOX 9148
FARMINGDALE, NY 11735
TIME HORIZON FUNDS
TIME HORIZON PORTFOLIO 1
This proxy is solicited by the Board of Trustees of Time Horizon Funds
(the "Trust") for use at a Special Meeting of Shareholders to be held on
Friday, May 29, 1998, at 8:00 a.m. Eastern time, at the offices of the Trust,
400 Bellevue Parkway, Wilmington, Delaware.
The undersigned hereby appoints _________________ and ___________________,
each of them with full power of substitution, as proxies of the undersigned to
vote at the above-stated Special Meeting, and at all adjournments or
postponements thereof, all shares evidencing Interests in the Trust's Funds
(the "Funds") held of record by the undersigned on April 2, 1998, the record
date for the meeting, upon the following matters and upon any other matter that
may come before the meeting, in their discretion.
Please sign, date and return the proxy card promptly using the enclosed
envelope. Every properly signed proxy will be voted in the manner specified
hereon and, in the absence of specification, will be treated as granting
authority to vote "FOR" the proposals.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If partnership, please sign in partnership name by
authorized person.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
____________________________________________________________________________________________________________________________________
TIME HORIZON PORTFOLIO 1
<S> <C> <C>
VOTE ON TRUSTEES FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For
ALL ALL EXCEPT: All Except" and write the nominee's number
1. 1)L.B. Aurbach, 2)E.S. Bottum, 3)D.B. Fletcher, on the line below.
4)J.W. Glynn, Jr., 5)R.E. Greeley, 6)J.K. Peterson, [ ] [ ] [ ]
7) A. Pillars, 8) C.J. Pings __________________________________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. Proposal to approve a new investment Advisory Agreement between the Trust and Robertson, Stephens & [ ] [ ] [ ]
Company Investment Management, L.P.
3. Proposal to approve the selection of Price Waterhouse LLP as independent auditors for the current fiscal [ ] [ ] [ ]
year ending June 30, 1998.
4. In their discretion, the proxies are authorized to vote upon such other business as may property come before the Meeting.
________________________________________|_____________ ________________________________________|_____________
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
____________________________________________________________________________________________________________________________________
</TABLE>
<PAGE> 24
PROXY SERVICES
P.0. BOX 9148
FARMINGDALE, NY 11735
TIME HORIZON FUNDS
TIME HORIZON PORTFOLIO 2
This proxy is solicited by the Board of Trustees of Time Horizon Funds
(the "Trust") for use at a Special Meeting of Shareholders to be held on
Friday, May 29, 1998, at 8:00 a.m. Eastern time, at the offices of the Trust,
400 Bellevue Parkway, Wilmington, Delaware.
The undersigned hereby appoints _________________ and ___________________,
each of them with full power of substitution, as proxies of the undersigned to
vote at the above-stated Special Meeting, and at all adjournments or
postponements thereof, all shares evidencing Interests in the Trust's Funds
(the "Funds") held of record by the undersigned on April 2, 1998, the record
date for the meeting, upon the following matters and upon any other matter that
may come before the meeting, in their discretion.
Please sign, date and return the proxy card promptly using the enclosed
envelope. Every properly signed proxy will be voted in the manner specified
hereon and, in the absence of specification, will be treated as granting
authority to vote "FOR" the proposals.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If partnership, please sign in partnership name by
authorized person.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
____________________________________________________________________________________________________________________________________
TIME HORIZON PORTFOLIO 2
<S> <C> <C>
VOTE ON TRUSTEES FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For
ALL ALL EXCEPT: All Except" and write the nominee's number
1. 1)L.B. Aurbach, 2)E.S. Bottum, 3)D.B. Fletcher, on the line below.
4)J.W. Glynn, Jr., 5)R.E. Greeley, 6)J.K. Peterson, [ ] [ ] [ ]
7) A. Pillars, 8) C.J. Pings __________________________________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. Proposal to approve a new investment Advisory Agreement between the Trust and Robertson, Stephens & [ ] [ ] [ ]
Company Investment Management, L.P.
3. Proposal to approve the selection of Price Waterhouse LLP as independent auditors for the current fiscal [ ] [ ] [ ]
year ending June 30, 1998.
4. In their discretion, the proxies are authorized to vote upon such other business as may property come before the Meeting.
________________________________________|_____________ ________________________________________|_____________
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
____________________________________________________________________________________________________________________________________
</TABLE>
<PAGE> 25
PROXY SERVICES
P.0. BOX 9148
FARMINGDALE, NY 11735
TIME HORIZON FUNDS
TIME HORIZON PORTFOLIO 3
This proxy is solicited by the Board of Trustees of Time Horizon Funds
(the "Trust") for use at a Special Meeting of Shareholders to be held on
Friday, May 29, 1998, at 8:00 a.m. Eastern time, at the offices of the Trust,
400 Bellevue Parkway, Wilmington, Delaware.
The undersigned hereby appoints _________________ and ___________________,
each of them with full power of substitution, as proxies of the undersigned to
vote at the above-stated Special Meeting, and at all adjournments or
postponements thereof, all shares evidencing Interests in the Trust's Funds
(the "Funds") held of record by the undersigned on April 2, 1998, the record
date for the meeting, upon the following matters and upon any other matter that
may come before the meeting, in their discretion.
Please sign, date and return the proxy card promptly using the enclosed
envelope. Every properly signed proxy will be voted in the manner specified
hereon and, in the absence of specification, will be treated as granting
authority to vote "FOR" the proposals.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If partnership, please sign in partnership name by
authorized person.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
____________________________________________________________________________________________________________________________________
TIME HORIZON PORTFOLIO 3
<S> <C> <C>
VOTE ON TRUSTEES FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For
ALL ALL EXCEPT: All Except" and write the nominee's number
1. 1)L.B. Aurbach, 2)E.S. Bottum, 3)D.B. Fletcher, on the line below.
4)J.W. Glynn, Jr., 5)R.E. Greeley, 6)J.K. Peterson, [ ] [ ] [ ]
7) A. Pillars, 8) C.J. Pings __________________________________________
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. Proposal to approve a new investment Advisory Agreement between the Trust and Robertson, Stephens & [ ] [ ] [ ]
Company Investment Management, L.P.
3. Proposal to approve the selection of Price Waterhouse LLP as independent auditors for the current fiscal [ ] [ ] [ ]
year ending June 30, 1998.
4. In their discretion, the proxies are authorized to vote upon such other business as may property come before the Meeting.
________________________________________|_____________ ________________________________________|_____________
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
____________________________________________________________________________________________________________________________________
</TABLE>
