RS Investment Trust
Sub-Item 77E

On October 6, 2004, RS Investment Management, L.P. ("RSIM L.P."), the
investment adviser to the RS Family of Funds prior to GIS's
acquisition of a majority of the outstanding interests in RS
Investments, entered into settlement agreements with the Securities
and Exchange Commission (the "SEC") and the Office of the New York
State Attorney General (the "NYAG"). The settlement agreements relate
to certain investors' frequenttrading of shares of RS Emerging Growth
Fund during 2000 through 2003. In its settlement with the SEC, RSIM
L.P. consented to the entry of an order by the SEC (the "SEC Order")
instituting and settling administrative and cease-and-desist
proceedings against it. Under the terms of the settlement agreements,
RS Investments has paid disgorgement of $11.5 million and a civil
money penalty of $13.5 million for a total payment of $25 million,
all of which will be distributed to certain current and former
shareholders of certain RS Funds in a manner to be determined by an
independent consultant. RS Investments has deposited the full $25
million into an interest-bearing escrow account in which RS
Investments has no interest. The settlement agreement with the NYAG
also requires RS Investments to reduce its management fee for certain
RS Funds in the aggregate amount of approximately $5 million over a
period of five years. In addition, RS Investments has made a number
of undertakings to the SEC and the NYAG relating to compliance,
ethics,and legal oversight and mutual fund governance and disclosure.
RSIM L.P.and certain former officers neither admitted nor denied the
findingsset forth in the SEC Order, and RSIM L.P. neither admitted nor
denied the findings in its settlement agreement with the NYAG. A copy
of the SEC Order is available on the SEC's Web site at www.sec.gov,
and a copy of the settlement agreement with the NYAG is available on
the NYAG's Web site at www.oag.state.ny.us. RSIM L.P. and RS
Investments will bear all the costs of complying with the settlements,
including payments of disgorgement and civil penalties (except those
paid by certain former officers individually) and associated legal
fees relating to these regulatory proceedings. It is possible that
these matters and/or related developments may result in increased Fund
redemptions and reduced sales of Fund shares, which could result in
increased costs and expenses, or may otherwise adversely affect the
Fund. After the announcement of those settlements, three related civil
lawsuits were commenced. These lawsuits were consolidated into one
proceeding in the United States District Court for the District of
Maryland on April 19, 2005 (In re Mutual Fund Investment Litigation,
Case No. 04-MD-15863-JFM). The district court has appointed a lead
plaintiff, and a consolidated complaintwas filed. The consolidated
complaint originally included RS Investments, RS Investment
Management, Inc., RSIM L.P., RS Investment Trust, and certain current
or former Trustees, sub-advisers, employees and officers of RS
Investment Trust or RSIM L.P. as defendants. It generally tracked the
factual allegations made in the SEC and NYAG settlements, including the
allegations that fund prospectuses were false and misleading, and
alleges a variety of theories for recovery, including, among others,
that defendants violated Sections 34(b), 36(a), and 48(a) of the 1940 Act
and breached fiduciary duties to investors. The consolidated lawsuit
further alleged that defendants violated, or caused to be violated,
Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and Sections
10(b) and 20(a) of the Securities Exchange Act of 1934. The consolidated
action purports to be brought on behalf of a specified class of
investors in certain RS Funds and does not quantify any relief requested.
On May 27, 2005, the defendants moved to dismiss the consolidated action.
On November 3, 2005, the Court issued a ruling dismissing all claims
against the Trust. As for the claims against the other RS defendants, the
Court dismissed the claims arising under: Sections 34(b) and 36(a) of the
1940 Act; Sections 11, 12(a)(2) and 15 of the Securities Act of 1933; and
state law. The Court allowed plaintiffs to proceed against some of the
RS defendants with their claims arising under Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934 and Sections 36(b) and 48(a) of the
1940 Act. Although initially the Court deferred any ruling on the claims
against the named independent trustees, on July 24, 2006, the Court
dismissed all remaining claims against the former and current independent
trustees of RS Investment Trust. The litigation is currently in the
discovery phase. Additional lawsuits arising out of the same circumstances
and presenting similar or different or additional allegations may be filed
against certain RS Funds, RS Investments, or their affiliates in the
future. RS Investments believes that the pending consolidated action will
not materially affect its ability to continue to provide to the RS Funds
the services it has agreed to provide. It is not possible at this time to
predict whether the litigation will have any material adverse effect on
the RS Family of Funds.