SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

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January 31, 2000


Dear Shareholder:

PLEASE RESPOND IMMEDIATELY!
We recently mailed you proxy material for the RS Emerging Growth Fund
Shareholder Meeting to be held February 23, 2000. Our most recent vote
tabulation indicates your vote has not yet been received. If you no longer have
the original material that was sent to you, we are enclosing a duplicate proxy
ballot, voting instructions, and a postage-paid return envelope. If you would
like to receive a replacement copy of the proxy statement, please call
1-800-766-FUND.

For the reasons set forth in the proxy statement which was included in the
initial mailing, your Trustees believe passage of each proposal on the agenda is
in the best interest of the Fund and its shareholders and recommend a vote FOR
the proposals.

To simplify the voting process, you may register your vote using one of three
alternatives -- phone, Internet, or mail. Please consult the voting instructions
contained in this package for additional details. Regardless of the number of
shares you own, it is important that they be represented at the meeting. We urge
you to respond promptly.

If you have recently voted, please disregard this mailing. We appreciate your
support as a shareholder and for selecting RS Investment Management to help
reach your financial goals.

Sincerely,

/s/ Randy Hecht

G. Randall Hecht
President
RS Investment Trust


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