Robertson Stephens Investment Trust; Notice of Application

The following is a summary of the application. The complete application may be obtained for a fee from the SEC's Public Reference Branch, 450 Fifth Street, NW., Washington, DC 20549 (tel. (202) 942-8090).

Applicant's Representations

1. Robertson Stephens Investment Trust (``Trust'') is a Massachusetts business trust registered under the Act as an open-end management investment company consisting of ten series. Nine series are advised by Robertson, Stephens & Company Investment Management, L.P., and one series is advised by RS Investment Management, Inc., (the `'Advisers''). The Advisers are registered under the Investment Advisers Act of 1940. The Advisers are indirect subsidiaries of BankAmerica Corporation (``BankAmerica''). 2. The Trust's board of trustees (``Board'') is composed of four individuals, three of whom are ``interested persons'' within the meaning of section 2(a)(19) of the Act. Two of the trustees--John W. Glynn, Jr. and James K. Peterson--are interested persons solely because each is affiliated with a broker-dealer registered under the Securities Exchange Act of 1934 (``1934 Act''). 3. Mr. Glynn is a director of Sterling Payot Company (``Sterling''), a private firm that advises senior executives and entrepreneurs on financial and strategic matters. Sterling does not engage in securities trading activity, make markets in securities, or engage in agency transactions. Mr. Peterson is an employee of Mitchum, Jones & Templeton, Inc. (``Mitchum''). Mitchum's business consists primarily in placing private equity investments. Mr. Peterson is a research analyst for Mitchum; he does not purchase, sell, or trade securities for Mitchum. 4. Mr. Peterson became an employee of Mitchum in October 1998. Prior to that time, Mr. Peterson was a disinterested trustee and Mr. Glynn was able to rely on rule 2a19-1 under the Act (discussed below) to be considered a disinterested trustee. Mr. Peterson also would have been able, subject to the conditions set forth in rule 2a19-1, to continue to serve as a disinterested trustee, but for the fact that the rule provides that no more than a minority of the Trust's disinterested trustees may rely on the rule (``minority requirement''). As a result of the minority requirement, neither Mr. Glynn nor Mr. Peterson could rely on the rule. 5. Applicant states that it has not yet reconstituted the Board for several reasons. First, from the time Mr. Peterson became affiliated with Mitchum until mid-November, 1998, BankAmerica had been attempting to sell the Advisers' parent company. Applicant states that, until a sale was completed, it would have been difficult to determine whether any potential trustee would have been affiliated with the ultimate purchaser and, therefore, an interested person of the Trust. Applicant states that an agreement to sell the Advisers' parent company has been reached and is expected to be implemented at the end of February, 1999.\1\ Applicant also believes that it would have been difficult to attract new trustees with the experience and judgment appropriate to the position in light of the uncertainty involving the Trust and its advisory arrangements, and that any qualified candidate would have deferred consideration for the position until after the uncertainty had been resolved. Finally, applicant states that the alternative to electing more disinterested trustees would have been resignations by both Mr. Peterson and Mr. Glynn in order to meet the minority requirement in rule 2a19-1. Applicant asserts that the Board believed that losing both Mr. Peterson and Mr. Glynn would not have been in the best interests of the Trust and its shareholders. ---------------------------------------------------------------------------

\1\ On November 19, 1998, certain senior managers of the Advisers (``Management Group'') signed an agreement to purchase the Advisers' parent company from BankAmerica. On January 26, 1999, the Board approved new advisory agreements and voted to recommend that shareholders approve the agreements at a shareholders meeting scheduled for February 26, 1999. Proxies for the shareholder meeting were mailed on or about February 2, 1999. The new advisory agreements will not be implemented until a majority of the Trust's trustees who are not interested persons have approved the agreements. Applicant further states that no member of the Management Group has any material business or professional relationship with Sterling or Mitchum or with the principal executive officers or controlling persons of Sterling or Mitchum. ---------------------------------------------------------------------------

6. Applicant seeks an order declaring Mr. Glynn and Mr. Peterson to be disinterested persons until June 1, 1999. Applicant states that the requested relief would allow it sufficient time to reconstitute the Board.

Applicant's Legal Analysis

1. Section 2(a)(19)(A)(v) of the Act defines an ``interested person'' of a registered investment company to include any broker- dealer registered under the 1934 Act or any affiliated person of the broker-dealer. Applicant states that Mr. Glynn and Mr. Peterson are interested persons solely because they are affiliated persons of registered broker-dealers. 2. Rule 2a19-1 under the Act provides, in relevant part, that a director of a registered investment company will not be considered an interested person solely because the director is an affiliated person of a registered broker-dealer, provided that: (1) The broker-dealer does not execute any portfolio transactions for the ``company complex,'' as that term is defined in the rule, engage in any principal transactions with the company complex, or distribute shares of the company complex, for at least six months prior to the time the director is to be considered disinterested and for the period during which the director continues to be considered disinterested; (2) the company's board of directors finds that the company and its shareholders will not be adversely affected if the broker-dealer does not engage in transactions for or with the company complex; and (3) no more than a minority of the company's disinterested directors are affiliated with broker-dealers. The Trust states that it may not rely on rule 2a19-1 in determining Mr. Glynn's and Mr. Peterson's status because they would represent two of the three disinterested trustees. 3. The Trust requests an order under section 6(c) of the Act declaring that neither Mr. Glynn nor Mr. Peterson will be deemed an interested person under section 2(a)(19) of the Act until June 1, 1999. Section 6(c) of the Act provides, in part, that the SEC may exempt any person from any provision of the Act or any rule under the Act if and to the extent the exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. 4. Applicant states that its request for relief meets this standard. Applicant asserts that Mr. Glynn's relationship with Sterling and Mr. Peterson's employment with Mitchum pose no potential conflict of interest because all of the requirements of rule 2a19-1, other than the minority requirement, will be met with respect to each. Even

though applicant believes that Messrs. Peterson and Glynn will not have the types of conflicts of interest that section 2(a)(19) was designed to address, they will constitute a majority of the disinterested trustees. Applicant believes that any concerns raised by their being in the majority can be addressed by requiring the approval of the third disinterested trustee on any matter that requires approval of a majority of the disinterested trustees.

Applicant's Conditions

Applicant agrees that any order granting the requested relief will be subject to the following conditions: 1. All of the requirements of rule 2a19-1 will be met with respect to each of Mr. Glynn and Mr. Peterson, except paragraph (a)(3) of the rule. 2. The Trust will not consider any action requiring the approval of disinterested trustees to be effective unless such action has been approved by a majority of the disinterested trustees who serve as such without reliance on rule 2a19-1 or the requested order. 3. The Trust may not rely on the requested relief beyond June 1, 1999.

For the Commission, by the Division of Investment Management, under delegated authority. Jonathan G. Katz, Secretary. [FR Doc. 99-3099 Filed 2-8-99; 8:45 am] BILLING CODE 8010-01-M