RS Core Equity Fund

INVESTMENT OBJECTIVE Long-term growth of capital. Income is not a specific objective, although it is anticipated that long-term growth of capital will be accompanied by growth of income.

PRINCIPAL INVESTMENT STRATEGIES RS Investments uses a blended approach in managing the Fund’s portfolio, which is composed of both growth and value stocks. RS Investments chooses investments for the Fund based on a rigorous analysis of companies. This analysis is both quantitative and fundamental in nature. Through the fundamental analysis, RS Investments seeks to achieve a thorough understanding of a company’s financial performance and prospects as well as the strength of its business model and competitive position versus peer companies. RS Investments also considers the prospects for specific industries as well as the overall economy to provide a broader context for each investment decision and for portfolio construction. RS Investments utilizes several quantitative stock screening tools to identify potential buy and sell candidates for further research. Also, RS Investments integrates disciplined portfolio construction techniques and risk models to monitor and analyze the investment risks in the Fund’s portfolio.

Although RS Investments may consider the factors described above in purchasing or selling investments for the Fund, RS Investments may purchase, sell, or continue to hold an investment for the Fund whenever it believes that doing so may benefit the Fund, or on the basis of any of the factors described above or any other factors it may at its discretion consider.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of its net assets in equity securities, which may include common stocks, preferred stocks, or other securities convertible into common stock. The Fund typically invests most of its assets in securities of U.S. companies but may also invest up to 15% of its net assets in foreign securities. The Fund expects that most of this amount will be invested in securities of U.S. or foreign companies that are issued or traded overseas, primarily in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), or European Depositary Receipts (EDRs). To the extent that the Fund invests in securities denominated in foreign currencies, it may, but will not necessarily, use forward foreign-currency exchange contracts to hedge against adverse changes in currency exchange rates. Although the Fund may select companies of any size and in any industry sector, the Fund typically invests most of its assets in securities from among the 1,000 largest U.S. companies in market capitalization.

As a temporary defensive strategy, the Fund may invest some or all of its assets in debt obligations, including U.S. government securities, investment-grade corporate bonds, commercial paper, repurchase agreements, and cash equivalents.

PRINCIPAL RISKS You could lose some or all of your investment in the Fund. The principal risks of investing in the Fund, which could adversely affect its net asset value and total return, are as follows.

· Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally.

· Foreign Securities Risk Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate foreign exchange transactions.

· Small Companies Risk Small companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

· Overweighting Risk Overweighting investments in an industry or a sector increases the risk of loss, because the stocks of many or all of the companies in the industry or sector may decline in value due to developments adversely affecting the industry or sector.

· Underweighting Risk If the Fund underweights its investment in an industry or a sector, the Fund will participate in any general increase in the value of companies in that industry or sector less than if it had invested

more of its assets in that industry or sector.

· Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by RS Investments, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

· Security Selection Risk RS Investments must try to determine the proper mix of securities to meet the Fund’s investment objective. It may not properly ascertain the appropriate mix of securities for any particular economic cycle. Also, the timing of movements from one type of security to another could have a negative effect on the overall objective of the Fund.

· Derivatives Risk Derivative transactions typically involve leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested, and the Fund may not be able to close out a derivative transaction at a favorable time or price.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart below and the table to the right provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year, and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past 10 calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Park Avenue Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart below and the table to the right is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1996	26.49	%
1997	34.85	%
1998	21.30	%
1999	30.25	%
2000	-18.62	%
2001	-21.75	%
2002	-21.56	%
2003	20.95	%
2004	5.64	%
2005	3.90	%

Best Quarter	Fourth Quarter 1999	25.07	%
Worst Quarter	First Quarter 2001	-20.50	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		5 Years		10 Years		Since Inception*
Class A Shares°
Return Before Taxes	-1.04	%	-4.94	%	5.47	%	12.59	%
Return After Taxes on Distributions†	-1.19	%	-5.09	%	3.93	%
Return After Taxes on Distributions and Sale of Fund Shares†	-0.49	%	-4.18	%	4.28	%
Class B Shares	-0.17	%	-5.13	%	—		4.44	%
Class C. Shares	1.70	%	-5.14	%	—		-9.01	%
Class K Shares	3.51	%	—		—		-2.13	%
S&P 500® Index** (reflects no deduction for fees, expenses, or taxes)	4.91	%	0.55	%	9.07	%	8.64	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

*Inception of

Class A Shares: June 1, 1972;

Class B Shares: May 1, 1996;

Class C Shares: August 7, 2000;

Class K Shares: May 15, 2001.

† After-tax returns are shown for Class A shares only; after-tax returns for other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

** The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses. The “Since Inception” return for the S&P 500® shown in the table above is since May 1, 1996, the date of inception of Class B shares. The S&P 500® Index had average annual returns of -1.50% since August 7, 2000, the date of inception of Class C shares; and 0.40% since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	4.75	%(1)	None	(2)
Class B Shares	None		3.00	%(3)
Class C Shares	None		1.00	%(4)
Class K Shares	None		None

(1) You may be entitled to a sales charge discount based on the amount you invest or you may be eligible for a sales charge waiver. You will pay no initial sales charge on purchases of $1 million or more of Class A shares. See page for details.

(2) Contingent deferred sales charge (CDSC) of 1.00% applies to purchases of $1 million or more of Class A shares if these shares are sold within 18 months of purchase. See page for details. Certain redemptions and distributions are not subject to this charge. See the Statement of Additional Information for details.

(3) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(4) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses(1)
Class A Shares(2)	0.50	%	0.25	%	0.16	%	0.91	%
Class B Shares	0.50	%	1.00	%	0.42	%	1.92	%
Class C Shares	0.50	%	1.00	%	0.58	%	2.08	%
Class K Shares	0.50	%	0.65	%	0.10	%	1.25	%

(1) An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed, pursuant to a written agreement between RS Investments and RS Investment Trust in effect through December 31, 2009, to limit the Fund’s Total Annual Fund Operating Expenses in future periods to the annual rate of Total Annual Fund Operating Expenses that is applicable to each class of shares of the Predecessor Fund as of September 30, 2006, which may be higher or lower than the rates shown under the caption “Total Annual Fund Operating Expenses” in the table above.

(2) This table does not reflect deductions for expenses which relate to owning Class A RS Core Equity Fund shares through a Value Guard variable annuity contract. The Value Guard prospectus provides information about such expenses.

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	566	$	759	$	968	$	1,570
Class B Shares	$	502	$	823	$	1,170	$	2,038
Class C Shares	$	318	$	674	$	1,155	$	2,483
Class K Shares	$	131	$	408	$	706	$	1,553

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	566	$	759	$	968	$	1,570
Class B Shares	$	202	$	623	$	1,070	$	2,038
Class C Shares	$	218	$	674	$	1,155	$	2,483
Class K Shares	$	131	$	408	$	706	$	1,553

RS Large Cap Value Fund

INVESTMENT OBJECTIVE To maximize total return, consisting of capital appreciation and current income.

PRINCIPAL INVESTMENT STRATEGIES The Fund invests principally in equity securities of U.S. large-capitalization companies at the time of initial purchase. Investments in equity securities may include dividend-paying securities, common stocks, preferred stocks, and convertible securities.

The Fund normally invests in companies whose stock prices, in the opinion of UBS Global Asset Management (Americas) Inc. (“UBS Global AM”), the Fund’s investment subadviser, do not reflect the company’s full value. These expectations are based on UBS Global AM’s assessment of a company’s ability to generate profit and grow the business in the future. UBS Global AM’s definition of “fundamental value” is its assessment of what a stock is worth, and “market price” is the price that investors will pay to acquire a particular asset in the investment marketplace today. For each stock under analysis, UBS Global AM estimates a “fundamental value” based on detailed economic, industry, and company analyses, as well as consideration of each company’s management team, competitive advantages, and core competencies, including structure and global integration. UBS Global AM’s on-site company visits examine the characteristics of each company (e.g., balance sheet fundamentals, culture, productivity, and pricing), and it determines which companies in its opinion offer attractive valuation. These value estimates are then compared with current market prices and ranked against the other stocks in UBS Global AM’s valuation universe. In selecting investments for the Fund, UBS Global AM focuses on those stocks that rank in the top 20% of the universe of stocks UBS Global AM believes are attractively valued.

UBS Global AM’s investment research combines both top-down and bottom-up analyses. The top-down analysis seeks to identify broad economic and market-shaping trends that influence security prices. These encompass both long-term and short-term economic factors and market-shaping themes ranging from global interest rate and inflation estimates to strategic sector and industry developments. UBS Global AM seeks to identify broad trends that will affect the investment landscape and take advantage of them before other investors do. The bottom-up analysis includes researching the very specific factors that affect the cash flows of potential investments around the world. Research teams are located in all of the world’s major financial markets and utilize a consistent framework for researching and analyzing investments. The teams rank investment opportunities found in the global marketplace and evaluate the most likely risk and return scenarios that will occur within and across their focused sets of potential investments.

After the research teams identify opportunities, UBS Global AM’s investment specialists select securities, taking into account both the potential return as well as the potential risks inherent in each investment. For each new security considered, UBS Global AM undertakes a detailed analysis of how the security will affect overall portfolio composition, which involves evaluating absolute risk as well as the risk relative to the appropriate benchmark. UBS Global AM’s dedicated risk analysis team uses risk analysis tools to augment the evaluation of investment risks. Working with this team, the investment specialists select investments and determine the weightings those investments will be given within the portfolio. The Fund’s risk is carefully monitored, with consideration given to market sensitivity, common risk factor exposures (e.g., size, stock price, and momentum), industry weightings, and individual stock selection. UBS Global AM attempts to ensure that investment decisions are implemented in a timely and cost-effective manner.

Benchmarks are indexes composed of securities that serve as standards of measurement for making risk and performance comparisons to actively managed investment portfolios. The Fund’s benchmark, the Russell 1000® Value Index, plays an important role in UBS Global AM’s investment process. UBS Global AM attempts to add value by employing various strategies of overweighting and underweighting broad country, sector, and other factors, such as market capitalization, volatility, and earnings yield relative to the benchmark.

Although UBS Global AM may consider the factors described above in purchasing or selling investments for the Fund, UBS Global AM may purchase, sell, or continue to hold an investment for the Fund whenever it believes that doing so may benefit the Fund or on the basis of any of the factors described above or any other factors it may at its discretion consider.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of its net assets in equity securities of large-capitalization companies. The Fund defines such companies as those with a capitalization of at least $3 billion at the time of initial purchase. The Fund may invest up to 20% of its net assets in companies outside of the definition, including companies that have market capitalizations within the range of the Russell 1000® Value Index but are below $3 billion in market capitalization. As of June 30, 2006, the market capitalization of companies represented in the Russell 1000® Value Index ranged between $1.7 billion and $371 billion. If movement in the market price causes a security to change from one classification to another, the security is not required to be sold from the Fund’s portfolio.

The Fund may invest up to 20% of its net assets in foreign issuers. The Fund may, but will not necessarily, use forward foreign-currency exchange contracts, enter into contracts for the purchase or sale for future delivery of foreign currencies, or purchase and write put and call options on foreign currencies to try to manage the Fund’s exposure to changes in currency exchange rates.

· Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally.

· Investment Style Risk A mutual fund investing principally in value style stocks may at times underperform other mutual funds that invest more broadly or that have different investment styles.

· Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by UBS Global AM, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

· Security Selection Risk UBS Global AM must try to determine the proper mix of securities to meet the Fund’s investment objective. It may not properly ascertain the appropriate mix of securities for any particular economic cycle. Also, the timing of movements from one type of security to another could have a negative effect on the overall objective of the Fund.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart and the table to the right provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past two calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian UBS Large Cap Value Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart and the table to the right is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

2004		13.43	%
2005		9.32	%

Best Quarter	Second Quarter 2004	17.04	%
Worst Quarter	First Quarter 2005	-0.90	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		Since Inception (2/3/03)
Class A Shares°
Return Before Taxes	4.13	%	16.34	%
Return After Taxes on Distributions†	2.19	%	14.41	%
Return After Taxes on Distributions and Sale of Fund Shares†	4.46	%	13.42	%
Class B Shares	5.54	%	16.92	%
Class C. Shares	7.54	%	17.43	%
Class K Shares	9.02	%	17.98	%
Russell 1000® Value Index* (reflects no deduction for fees, expenses, or taxes)	7.05	%	18.84	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

* The Russell 1000® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	4.75	%(1)	None	(2)
Class B Shares	None		3.00	%(3)
Class C Shares	None		1.00	%(4)
Class K Shares	None		None

(3) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(4) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses(1)
Class A Shares	0.83	%	0.25	%	0.36	%	1.44	%
Class B Shares	0.83	%	1.00	%	0.36	%	2.19	%
Class C Shares	0.83	%	1.00	%	0.36	%	2.19	%
Class K Shares	0.83	%	0.65	%	0.23	%	1.71	%

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	619	$	922	$	1,247	$	2,164
Class B Shares	$	530	$	909	$	1,314	$	2,404
Class C Shares	$	330	$	709	$	1,214	$	2,600
Class K Shares	$	180	$	556	$	957	$	2,078

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	619	$	922	$	1,247	$	2,164
Class B Shares	$	230	$	709	$	1,214	$	2,404
Class C Shares	$	230	$	709	$	1,214	$	2,600
Class K Shares	$	180	$	556	$	957	$	2,078

RS Small Cap Core Equity Fund

INVESTMENT OBJECTIVE Long-term growth of capital. Income is not a specific objective, although it is anticipated that long-term growth of capital will be accompanied by growth of income.

PRINCIPAL INVESTMENT STRATEGIES The Fund invests principally in equity securities of small-capitalization companies at the time of initial purchase.

RS Investments uses a blended approach in managing the Fund’s portfolio, which is composed of both growth and value stocks. RS Investments chooses investments for the Fund based on a rigorous analysis of companies. This analysis is both quantitative and fundamental in nature. Through the fundamental analysis, RS Investments seeks to achieve a thorough understanding of a company’s financial performance and prospects as well as the strength of its business model and competitive position versus peer companies. RS Investments also considers the prospects for specific industries as well as the overall economy to provide a broader context for each investment decision and for portfolio construction. RS Investments utilizes several quantitative stock screening tools to identify potential buy and sell candidates for further research. Also, RS Investments integrates disciplined portfolio construction techniques and risk models to monitor and analyze the investment risks in the Fund’s portfolio.

Although RS Investments may consider the factors described above in purchasing or selling investments for the Fund, RS Investments may purchase, sell, or continue to hold an investment for the Fund whenever it believes that doing so may benefit the Fund or on the basis of any of the factors described above or any other factors it may at its discretion consider.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of its net assets in equity securities of small-capitalization companies, which may include common stocks, preferred stocks, or other securities convertible into common stock. The Fund defines small-capitalization companies as those with market capitalizations of $3 billion or below at the time of initial purchase. The Fund may invest up to 20% of its net assets in companies that have market capitalizations within the range of the Russell 2000® Index but are above $3 billion in market capitalization. As of June 30, 2006, the market capitalization of companies in the Russell 2000® Index ranged between approximately $83 million and $2.3 billion.

The Fund typically invests most of its assets in securities of U.S. companies but may also invest up to 15% of its net assets in foreign securities. To the extent that the Fund invests in securities denominated in foreign currencies, it may, but will not necessarily, use forward foreign-currency exchange contracts to hedge against adverse changes in currency exchange rates.

· Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally.

adversely affecting the industry or sector.

· Portfolio Turnover Risk Frequent purchases and sales of portfolio securities involve expenses and may result in taxable capital gains.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart below and the table to the right provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past eight calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Park Avenue Small Cap Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart below and the table to the right is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1998	-6.35	%
1999	35.56	%
2000	-2.35	%
2001	-7.03	%
2002	-15.50	%
2003	43.23	%
2004	14.74	%
2005	-0.15	%

Best Quarter	Fourth Quarter 1999	41.20	%
Worst Quarter	Third Quarter 1998	-25.09	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		5 Years		Since Inception*
Class A Shares°
Return Before Taxes	-4.89	%	4.19	%	8.82	%
Return After Taxes on Distributions†	-7.49	%	3.22	%	8.12	%
Return After Taxes on Distributions and Sale of Fund Shares†	-0.91	%	3.45	%	7.63	%
Class B Shares	-4.21	%	4.05	%	8.05	%
Class C. Shares	-2.15	%	4.09	%	0.77	%
Class K Shares	-0.53	%	—		6.57	%
Russell 2000® Index** (reflects no deduction for fees, expenses, or taxes)	4.55	%	8.22	%	9.46	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A and Class B shares: May 1, 1997;

Class C shares: August 7, 2000;

Class K shares: May 15, 2001.

** The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses. The “Since Inception” return for the Russell 2000® Index shown in the table above is since May 1, 1997, the date of inception of Class A and Class B shares. The Russell 2000® Index has had average annual returns of 6.67% since August 7, 2000, the date of inception of Class C shares; and 8.50% since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	4.75	%(1)	None	(2)
Class B Shares	None		3.00	%(3)
Class C Shares	None		1.00	%(4)
Class K Shares	None		None

(2) Contingent deferred sales charge (CDSC) of 1.00% applies for purchases of $1 million or more of Class A shares if these shares are sold within 18 months of purchase. See page for details. Certain redemptions and distributions are not subject to this charge. See the Statement of Additional Information for details.

(3) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(4) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)
Class A Shares	0.75	%	0.25	%	0.25	%	1.25	%
Class B Shares	0.75	%	1.00	%	0.46	%	2.21	%
Class C Shares	0.75	%	1.00	%	0.48	%	2.23	%
Class K Shares	0.75	%	0.65	%	0.18	%	1.58	%

(1) An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement between RS Investments and RS Investment Trust in effect through December 31, 2009, to limit the Fund’s Total Annual Fund Operating Expenses in future periods to the annual rate of Total Annual Fund Operating Expenses that is applicable to each class of shares of the Predecessor Fund as of September 30, 2006, which may be higher or lower than the rates shown under the caption “Total Annual Fund Operating Expenses” in the table above.

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	600	$	864	$	1,148	$	1,954
Class B Shares	$	532	$	915	$	1,324	$	2,370
Class C Shares	$	334	$	721	$	1,235	$	2,642
Class K Shares	$	166	$	515	$	887	$	1,932

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	600	$	864	$	1,148	$	1,954
Class B Shares	$	232	$	715	$	1,224	$	2,370
Class C Shares	$	234	$	721	$	1,235	$	2,642
Class K Shares	$	166	$	515	$	887	$	1,932

RS Asset Allocation Fund

INVESTMENT OBJECTIVE Long-term total investment return consistent with moderate investment risk. Total investment return consists of income and changes in the market value of the Fund’s investments.

PRINCIPAL INVESTMENT STRATEGIES The Fund allocates its assets among three broad classes of investments: U.S. common stocks and convertible securities; investment-grade bonds and other debt obligations; and cash and money market instruments. The Fund currently operates primarily as a ‘‘fund of funds’’ by investing in other funds of RS Investment Trust. The Fund also may invest in individual securities.

Guardian Investor Services LLC, the Fund’s subadviser (“GIS”), uses its own theoretical models to decide how much to invest in each asset class; GIS considers a ‘‘neutral position’’ to be an investment of 60% of the Fund’s assets in equity investments and 40% in debt investments. Changes from the neutral position are expected to be modest and gradual, but there is no limit on the amount of assets that can be moved at any one time. The Fund is not required to maintain any minimum or maximum investment in any asset class.

GIS will invest in a particular underlying fund based on the portfolio managers’ view of current economic and market conditions. GIS’s investment models evaluate information about the economy and the markets daily to provide ‘‘signals’’ about portfolio allocations. GIS makes portfolio allocations among equities, debt securities and cash after assessing the relative values of these different types of investments under prevailing market conditions, taking into account the risks associated with each type of security. For example, the Fund may invest primarily in equity securities when corporate profitability and growth appear to GIS to be strong, or it may increase the allocation in debt securities when the models suggest that stocks are generally overvalued or that the interest rate environment makes bonds more attractive. The Fund will invest in a particular underlying fund based on the portfolio managers’ view of current economic and market conditions, as well as a review of the underlying funds’ investment objectives and policies.

The Fund does not have to pay any sales charges when it invests in other funds. Investors in the Fund should understand that they will pay indirectly for certain expenses of the underlying funds in which RS Asset Allocation Fund invests, in addition to the expenses of RS Asset Allocation Fund.

PRINCIPAL INVESTMENTS The Fund currently operates primarily as a ‘‘fund of funds.’’ The Fund generally invests in Class A shares of other funds of RS Investment Trust. The equity or stock portion of the Fund’s portfolio is usually invested in RS S&P 500 Index Fund, which tracks the performance of the S&P 500® Index, and/or RS Core Equity Fund. The debt or bond portion may be invested in RS Investment Quality Bond Fund, and the money market portion may be invested in RS Cash Management Fund. The Fund also may invest in individual securities when the portfolio managers believes that such an investment would be appropriate.

The Fund may, but will not necessarily, use special techniques, such as futures contracts and options, to implement changes in the Fund’s exposure to different asset classes quickly, pending changes in the Fund’s portfolio investments.

· Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally.

government could regulate foreign exchange transactions.

· Overweighting Risk Overweighting investments in an industry or a sector increases the risk of loss because the stocks of many or all of the companies in the industry or sector may decline in value due to developments adversely affecting the industry or sector.

· Debt Securities Risk The value of a debt security or other income-producing security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the securities. Convertible debt securities are subject to the risks of investing in both debt and equity securities. Additional risks that are part of debt securities risk applicable to the Fund include credit risk, extension risk, income risk, interest rate risk, and prepayment risk, which are described elsewhere in this Prospectus.

· Issuer Risk The value of a security may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods or services.

· Mortgage- and Asset-backed Securities Risk Mortgage- and asset-backed securities are subject to a number of risks described elsewhere in this Prospectus, such as credit risk and liquidity risk. Generally, rising interest rates tend to extend the duration of fixed-rate mortgage-related securities, making them more sensitive to changes in interest rates, and may reduce the market values of the securities. In addition, adjustable-and fixed-rate mortgage-related securities are subject to prepayment risk. Moreover, although some mortgage-backed securities are backed by the full faith and credit of the U.S. government, some mortgage-backed securities, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation (commonly known as ‘‘Fannie Mae’’ and ‘‘Freddie Mac’’), are backed only by the credit of a U.S. government agency or a private entity, and as such are neither guaranteed nor insured by the U.S. government.

· Cash Position Risk To the extent that the Fund holds assets in cash and cash equivalents and not in investments previously described, the ability of the Fund to meet its objective may be limited.

· Security Selection Risk GIS must try to determine the proper mix of securities to meet the Fund’s investment objective. It may not properly ascertain the appropriate mix of securities for any particular economic cycle. Also, the timing of movements from one type of security to another could have a negative effect on the overall objective of the Fund.

Investors should review the principal risks of investing in RS S&P 500 Index Fund, RS Core Equity Fund, RS Investment Quality Bond Fund, and RS Cash Management Fund, described in the Funds’ summaries in this Prospectus, because the Fund’s investments will often include shares of those Funds.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Asset Allocation Fund, a mutual fund with substantially similar investment objectives, strategies, and policies (the “Predecessor Fund”). *The performance of the Fund provided in the chart and table on the next page is that of the Predecessor Fund.* THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1996	18.74	%
1997	24.44	%
1998	19.41	%
1999	12.99	%
2000	1.00	%
2001	-10.23	%
2002	-20.64	%
2003	27.87	%
2004	9.84	%
2005	3.91	%

Best Quarter	Fourth Quarter 1998	16.15	%
Worst Quarter	Third Quarter 2002	-17.22	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		5 Years		10 Years		Since Inception* 9/15/99
Class A Shares°
Return Before Taxes	-1.03	%	-0.20	%	7.15	%	8.09	%
Return After Taxes on Distributions†	-1.07	%	-0.89	%	4.95	%	6.00	%
Return After Taxes on Distributions and Sale of Fund Shares†	-0.61	%	-0.50	%	5.11	%	5.99	%
Class B Shares	0.16	%	-0.28	%	—		6.49	%
Class C. Shares	1.98	%	-0.39	%	—		-1.15	%
Class K Shares	3.67	%	—		—		1.27	%
S&P 500® Index** (reflects no deduction for fees, expenses, or taxes)	4.91	%	0.55	%	9.07	%	10.60	%
Lehman Brothers Aggregate Bond Index** (reflects no deduction for fees, expenses, or taxes)	2.43	%	5.87	%	6.16	%	6.46	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A shares: February 16, 1993;

Class B shares: May 1, 1996;

Class C shares: August 7, 2000;

Class K shares: May 15, 2001.

† After-tax returns are shown for Class A shares only; after-tax returns for other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

** The S&P 500® Index of 500 primarily large-cap U.S. stocks is generally considered to be representative of U.S. stock market activity. The Lehman Brothers Aggregate Bond Index is generally considered to be representative of U.S. bond market activity. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the indexes do not incur fees or expenses. The “Since Inception” returns for the S&P 500® Index and the Lehman Brothers Aggregate Bond Index shown in the table above are since February 16, 1993, the date of inception of Class A shares. The S&P 500® Index and the Lehman Brothers Aggregate Bond Index had average annual returns of 8.64% and 6.64%, respectively, since May 1, 1996, the date of inception of Class B shares; -1.50% and 6.52%, respectively, since August 7, 2000, the date of inception of Class C shares; and 0.40% and 5.79%, respectively, since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	4.75	%(1)	None	(2)
Class B Shares	None		3.00	%(3)
Class C Shares	None		1.00	%(4)
Class K Shares	None		None

(3) Maximum CDSC declines to 2.00% if shares are sold in years 3 or 4 after purchase; 1.00% in years 5 or 6; and 0.00% in year 7 and beyond.

(4) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fee (1)		Distribution (12b-1) Fee (2)		Other Expenses (3)		Total Annual Fund Operating Expenses (4)		Fee Waiver/ Expense Limitation (5)		Net Expenses (4) (5)
Class A Shares	0.65	%	0.25	%	0.32	%	1.22	%	(0.15	)%	1.07	%
Class B Shares	0.65	%	1.00	%	0.41	%	2.06	%	(0.15	)%	1.91	%
Class C Shares	0.65	%	1.00	%	0.55	%	2.20	%	(0.15	)%	2.05	%
Class K Shares	0.65	%	0.65	%	0.21	%	1.51	%	(0.15	)%	1.36	%

(1) The adviser has agreed to waive the Management Fee with respect to the portion of the Fund’s assets that are invested in RS Core Equity Fund, RS S&P 500 Index Fund, RS Investment Quality Bond Fund, and RS Cash Management Fund (the “Underlying Funds”).

(2) The Distribution (12b-1) Fee paid by the Fund is reduced to the extent of Distribution (12b-1) Fees paid by underlying funds in which the Fund invests so that the aggregate of direct and indirect Distribution (12b-1) Fees borne by the Fund will not exceed the amount set forth in the table above.

(3) The Fund also bears expenses in connection with its investments in the Underlying Funds. Other Expenses includes the expenses of the Underlying Funds’ “Other Expenses.”

(4) In the most recent fiscal year, GIS reduced its management fee in an amount equal to the amount of the management fees borne indirectly by the Fund through its investment in the Underlying Funds, and RS Investments has undertaken to do so in the current year. After the reduction, “Total Annual Fund Operating Expenses” were 0.63% for Class A shares, 1.47% for Class B shares, 1.61% for Class C shares, and 0.92% for Class K shares.

(5) RS Investments has agreed, through December 31, 2009, that it will not receive, with respect to the portion of the Fund’s portfolio that is invested directly in securities, annual management fees from the Fund in excess of 0.50%. The amount of the resulting waiver is shown under the caption “Fee Waiver/Expense Limitation” in the table above. “Net Expenses” reflects the effect of this fee waiver on “Total Annual Fund Operating Expenses.”

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through December 31, 2009, are the same as those shown above under “Net Expenses” and for all subsequent periods are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	597	$	855	$	1,132	$	1,921
Class B Shares	$	516	$	867	$	1,245	$	1,912
Class C Shares	$	331	$	712	$	1,219	$	2,611
Class K Shares	$	159	$	492	$	849	$	1,853

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	597	$	855	$	1,132	$	1,921
Class B Shares	$	216	$	667	$	1,145	$	1,912
Class C Shares	$	231	$	712	$	1,219	$	2,611
Class K Shares	$	159	$	492	$	849	$	1,853

RS S&P 500 Index Fund

INVESTMENT OBJECTIVE To track the investment performance of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), which emphasizes securities issued by large U.S. companies.

PRINCIPAL INVESTMENT STRATEGIES The Fund invests primarily in stocks of companies included in the S&P 500. To replicate the performance of the S&P 500, Guardian Investor Services LLC, the subadviser of the Fund (“GIS”), purchases and maintains all or a representative sampling of the securities included in the S&P 500. Because the Fund is intended to track the performance of the S&P 500, GIS does not actively determine the stock selection or sector allocation. The securities selected for the portfolio are those securities that are included in the S&P 500, in approximately the same percentages as such securities that are included in the S&P 500. The percentage weighting of a particular security in the S&P 500 is determined by that security’s relative total market capitalization.

“S&P®,” “S&P 500®,” “Standard & Poor’s 500,” and “500” are trademarks of The McGraw-Hill Companies, Inc., and have been licensed for use by the Fund. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s, and Standard & Poor’s makes no representation regarding the advisability of investing in the Fund.

PRINCIPAL INVESTMENTS The Fund normally invests at least 95% of its net assets in the stocks of companies included in the S&P 500. The S&P 500 is an unmanaged index of 500 common stocks selected by Standard & Poor’s as representative of a broad range of industries within the U.S. economy, including foreign securities. The S&P 500 is composed primarily of stocks issued by large-capitalization companies. The securities selected for the portfolio are those securities that are included in the S&P 500, in approximately the same percentages as those securities are included in the index. The percentage weighting of a particular security in the S&P 500 is determined by that security’s relative total market capitalization – which is the market price per share of the security multiplied by the number of shares outstanding. To track the S&P 500 as closely as possible, the Fund attempts to remain fully invested in stocks.

The Fund also may, but will not necessarily, enter into derivative transactions, such as futures and options contracts, as a substitute for the purchase or sale of securities or when there are large cash inflows into the Fund. The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

· Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally.

· Index Risks There is no assurance that the Fund will track the performance of the S&P 500 perfectly. The Fund’s ability to track the index may be affected by Fund expenses, the amount of cash and cash equivalents held in the Fund’s portfolio, and the frequency and timing of shareholder purchases and sales of Fund shares. The index may not contain the appropriate mix of securities, for any particular economic cycle, and the timing of movements from one type of security to another in seeking to replicate the index could have a negative effect on the Fund. Unlike with an actively managed fund, the portfolio managers do not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that based on market and economic conditions, the Fund’s performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

· Cash Position Risk To the extent the Fund holds assets in cash and cash equivalents and not in investments described previously, the ability of the Fund to meet its objective may be limited.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart above and the table to the left provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past five calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian VC 500 Index Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart above and the table to the left is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

2001	-12.25	%
2002	-22.35	%
2003	27.78	%
2004	10.30	%
2005	4.40	%

Best Quarter	Second Quarter 2003	15.11	%
Worst Quarter	Third Quarter 2002	-17.45	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		5 Years		Since Inception*
Class A Shares°
Return Before Taxes	1.27	%	-0.56	%	-2.47	%
Return After Taxes on Distributions†	1.06	%	-0.85	%	-2.76	%
Return After Taxes on Distributions and Sale of Fund Shares†	1.08	%	-0.60	%	-2.21	%
Class B Shares	0.75	%	-0.93	%	-2.89	%
Class C. Shares	2.76	%	-0.75	%	-2.73	%
Class K Shares	4.05	%	—		0.09	%
S&P 500® Index** (reflects no deduction for fees, expenses, or taxes)	4.91	%	0.55	%	-1.50	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of Class A, Class B, and Class C shares: August 7, 2000, Class K shares: May 15, 2001.

of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

** The S&P 500® Index is an index of 500 primarily large-cap U.S. stocks that is generally considered to be representative of U.S. stock market activity. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses. The “Since Inception” returns for the S&P 500® Index shown in the table above is since August 7, 2000, the date of inception of Class A, Class B, and Class C shares. The S&P 500® Index had average annual returns of 0.40% since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	3.00	%(1)	None	(2)
Class B Shares	None		3.00	%(3)
Class C Shares	None		1.00	%(4)
Class K Shares	None		None

(3) Maximum CDSC declines to 2% if shares are sold in year 3 or 4 after purchase; 1% in year 5 or 6; and zero in year 7 and beyond.

(4) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)		Fee Waiver/ Expense Limitation (1)		Net Expenses (1)
Class A Shares	0.25	%	0.25	%	0.21	%	0.71	%	(0.18	)%	0.53	%
Class B Shares	0.25	%	1.00	%	0.46	%	1.71	%	(0.43	)%	1.28	%
Class C Shares	0.25	%	1.00	%	0.51	%	1.76	%	(0.48	)%	1.28	%
Class K Shares	0.25	%	0.65	%	0.22	%	1.12	%	(0.19	)%	0.93	%

(1) An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement between RS Investments and the Fund in effect through December 31, 2009. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” RS Investments may terminate the limitation for the Fund after December 31, 2009. “Net Expenses” reflect the effect of this expense limitation, if any, on Total Annual Fund Operating Expenses.

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through December 31, 2009, are the same as those shown above under “Net Expenses” and for all subsequent periods are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	354	$	469	$	632	$	1,120
Class B Shares	$	434	$	618	$	912	$	1,671
Class C Shares	$	234	$	418	$	822	$	1,990
Class K Shares	$	98	$	305	$	569	$	1,340

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	354	$	469	$	632	$	1,120
Class B Shares	$	134	$	418	$	812	$	1,671
Class C Shares	$	134	$	418	$	822	$	1,990
Class K Shares	$	98	$	305	$	569	$	1,340

RS International Growth Fund

INVESTMENT OBJECTIVE Long-term capital appreciation. It is anticipated that long-term capital appreciation will be accompanied by dividend income, which may vary depending on factors such as the location of the investments.

PRINCIPAL INVESTMENT STRATEGIES Baillie Gifford Overseas Limited (“BG Overseas”), the investment sub-subadviser of the Fund, seeks to add value through active management by making long-term investments in businesses that BG Overseas believes are well-managed, quality businesses that enjoy sustainable, competitive advantages in their marketplace.

BG Overseas’ investment style primarily uses a bottom-up, stock-driven approach, with the objective of selecting stocks that BG Overseas believes can sustain an above-average growth rate and trade at a reasonable price.

Companies are screened for quality first; valuation is a secondary consideration. BG Overseas looks for companies that it believes have attractive industry backgrounds, strong competitive positions within those industries, high-quality earnings, and a positive approach toward shareholders. The main fundamental factors BG Overseas considers when analyzing companies in this bottom-up analysis (in order of importance) are:

· earnings growth;

· cash flow growth;

· profitability;

· debt and interest cover; and

· valuation.

To determine how to allocate the Fund’s assets geographically, BG Overseas evaluates economic, market, and political trends worldwide. Among the factors considered are currency exchange rates, the growth potential of economies and securities markets, technological developments, and political and social conditions.

Although BG Overseas may consider the factors described above in purchasing or selling investments for the Fund, BG Overseas may purchase, sell, or continue to hold an investment for the Fund whenever it believes that doing so may benefit the Fund or on the basis of any of the factors described above or any other factors it may at its discretion consider.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of the value of the Fund’s net assets in common stocks and convertible securities issued by companies domiciled outside of the United States. The Fund does not usually focus its investments in a particular industry or country. In constructing the portfolio, BG Overseas normally takes into account the industry and country allocations in the Morgan Stanley Capital International (“MSCI”) Growth Index for Europe, Australasia, and the Far East (“EAFE”). A significant part of the Fund’s assets will normally be divided among continental Europe, the United Kingdom, Japan, and Asia (including Australia and New Zealand). However, there are no limitations on how much money the Fund can invest in any one country. Up to 10% of the Fund’s total assets may be invested in countries in emerging markets when BG Overseas believes it would be appropriate to do so.

The Fund also may invest in foreign issuers through American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), or similar investment vehicles. The Fund may hold cash in U.S. dollars or foreign currencies. To attempt to protect against adverse changes in currency exchange rates, the Fund may, but will not necessarily, use special techniques such as forward foreign-currency exchange contracts. A forward foreign-currency exchange contract is an agreement to purchase or sell a specific currency at a specified future date and price agreed to by the parties at the time of entering into the contract.

As a temporary defensive measure, if BG Overseas believes investing in foreign equity securities is too risky, the Fund may significantly alter its portfolio by investing, without any percentage limit, in foreign or U.S. investment-grade, non-convertible preferred stocks, bonds, government securities, or money market instruments. To the extent that the Fund assumes a temporary defensive position, it may not achieve its investment objective during that time.

· Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally.

· Currency Risk A decline in value of a foreign currency relative to the U.S. dollar reduces the value of the foreign currency and investments denominated in that currency. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, use special techniques such as forward foreign-currency exchange contracts. The use of foreign exchange contracts to reduce foreign-currency exposure can eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar.

· Emerging Market Risk To the extent that the Fund invests in emerging markets, there are special risks in addition to the general risks of investing abroad. These risks include greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, and possible trade barriers.

· Investment Style Risk A mutual fund investing principally in growth style stocks may at times underperform other mutual funds that invest more broadly or that have different investment styles.

· Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by BG Overseas, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

· Cash Position Risk To the extent the Fund holds assets in cash and cash equivalents and not in investments previously described, the ability of the Fund to meet its objective may be limited.

· Security Selection Risk BG Overseas must try to determine the proper mix of securities to meet the Fund’s investment objective. It may not properly ascertain the appropriate mix of securities for any particular economic cycle. Also, the timing of movements from one type of security to another could have a negative effect on the overall objective of the Fund.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart and the table to the right provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past 10 calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Baillie Gifford International Growth Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart and the table to the right is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1996	14.33	%
1997	11.07	%
1998	19.61	%
1999	37.21	%
2000	-23.81	%
2001	-22.34	%
2002	-19.75	%
2003	28.57	%
2004	16.34	%
2005	15.63	%

Best Quarter	Fourth Quarter 1999	26.65	%
Worst Quarter	Third Quarter 2002	-20.30	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		5 Years		10 Years		Since Inception*
Class A Shares°
Return Before Taxes	10.14	%	0.53	%	5.01	%	6.80	%
Return After Taxes on Distributions†	10.07	%	0.50	%	4.07	%	5.84	%
Return After Taxes on Distributions and Sale of Fund Shares†	6.64	%	0.44	%	4.02	%	5.61	%
Class B Shares	11.31	%	0.09	%	—		3.60	%
Class C. Shares	13.59	%	0.40	%	—		-1.92	%
Class K Shares	15.42	%	—		—		3.35	%
MSCI EAFE Growth Index* (reflects no deduction for fees, expenses, or taxes)	13.64	%	2.23	%	3.59	%	5.94	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A shares; February 16, 1993;

Class B shares: May 1, 1996;

Class C shares: August 7, 2000;

Class K shares: May 15, 2001.

** The Morgan Stanley Capital International (MSCI) Growth Index for Europe, Australasia, and Far East (EAFE) is an index that is generally considered to be representative of international stock market activity. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses. The “Since Inception” returns for the MSCI (EAFE) Growth Index shown in the table above is since February 16, 1993, the date of inception of Class A shares. The MSCI (EAFE) Growth Index had average annual returns of 3.16% since May 1, 1996, the date of inception of Class B shares; -0.42% since August 7, 2000, the date of inception of Class C shares; and 5.29% since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of sales proceeds or the original offering price)		Redemption Fees(1)
Class A Shares	4.75	%(2)	None	(3)	2.00	%
Class B Shares	None		3.00	%(4)	2.00	%
Class C Shares	None		1.00	%(5)	2.00	%
Class K Shares	None		None		2.00	%

(1) The redemption fee applies to redemptions of shares held for less than 60 days. This fee does not apply to Class B, Class C, or Class K shares received in connection with the reorganization of the Predecessor Fund into the Fund. The ability of the Trust to enforce the redemption fee with respect to shares held in an omnibus account is limited.

(2) You may be entitled to a sales charge discount based on the amount you invest or you may be eligible for a sales charge waiver. You will pay no initial sales charge on purchases of $1 million or more of Class A shares. See page for details.

(3) Contingent deferred sales charge (CDSC) of 1.00% applies for purchases of $1 million or more of Class A shares if these shares are sold within 18 months of purchase. See page for details. Certain redemptions and distributions are not subject to this charge. See the Statement of Additional Information for details.

(4) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(5) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)
Class A Shares	0.80	%	0.25	%	0.81	%	1.86	%
Class B Shares	0.80	%	1.00	%	1.25	%	3.05	%
Class C Shares	0.80	%	1.00	%	1.01	%	2.81	%
Class K Shares	0.80	%	0.65	%	0.61	%	2.06	%

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	661	$	1,050	$	1,464	$	2,612
Class B Shares	$	620	$	1,178	$	1,760	$	3,186
Class C Shares	$	395	$	903	$	1,537	$	3,238
Class K Shares	$	216	$	667	$	1,145	$	2,461

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	661	$	1,050	$	1,464	$	2,612
Class B Shares	$	320	$	978	$	1,660	$	3,186
Class C Shares	$	295	$	903	$	1,537	$	3,238
Class K Shares	$	216	$	667	$	1,145	$	2,461

RS Emerging Markets Fund

PRINCIPAL INVESTMENT STRATEGIES Baillie Gifford Overseas Limited, the Fund’s investment sub-subadviser (“BG Overseas”), seeks to add value through active management by making long-term investments in businesses that BG Overseas believes are well managed and enjoy sustainable, competitive advantages in their marketplace.

BG Overseas’ investment style primarily uses a bottom-up, stock driven approach to country and asset allocation, with the objective of selecting stocks that BG Overseas believes can sustain an above-average growth rate and trade at a reasonable price.

· earnings growth;

· cash flow growth;

· profitability;

· debt and interest cover; and

· valuation.

Although BG Overseas may consider the factors described above in purchasing or selling investments for the Fund, BG Overseas may purchase, sell, or continue to hold an investment for the Fund whenever it believes that doing so may benefit the Fund, or on the basis of any of the factors described above or any other factors it may at its discretion consider.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of its net assets in securities of emerging market companies, which may include common stocks, preferred stocks, or other securities convertible into common stock. The Fund defines an emerging market country as one whose economy or markets are considered by the International Finance Corporation and the World Bank to be emerging or developing, as well as any country classified by the United Nations as developing. The Fund defines an emerging market company as one that is organized under the laws of, or has its principal office in, an emerging market country; derives 50% or more of its revenue from goods produced, services performed, or sales made in emerging market countries; or for which the principal securities market is located in an emerging market country. In constructing the portfolio, BG Overseas takes into account the industry and country allocations in the Morgan Stanley Capital International (MSCI) Emerging Markets Free (EMF) Index.

The Fund expects to invest in some or all of the following emerging market countries: Argentina, Brazil, Botswana, Bulgaria, Chile, China, Colombia, Croatia, the Czech Republic, Egypt, Estonia, Ghana, Greece, Hungary, India, Indonesia, Israel, Jordan, Latvia, Lithuania, Malaysia, Mauritius, Mexico, Morocco, Namibia, Pakistan, Panama, Peru, the Philippines, Poland, Portugal, Romania, Russia, the Slovak Republic, Slovenia, South Africa, South Korea, Sri Lanka, Taiwan, Thailand, Tunisia, Turkey, Venezuela, and Zimbabwe. BG Overseas determines the universe of emerging market countries, and this list may change based on BG Overseas’ assessment of a country’s suitability for investment.

The Fund may invest up to 20% of the Fund’s net assets in bonds and other types of debt securities issued by governments in emerging market countries; stocks and debt securities issued by companies or governments in developed countries; and cash or money market instruments. Investment rating agencies in the United States often consider bonds issued in emerging market countries to be below investment-grade (commonly referred to as “high

yield” securities or “junk bonds”). The Fund may invest up to 10% of the Fund’s assets in below investment-grade securities.

The Fund may hold cash in U.S. dollars or foreign currencies. To attempt to protect against adverse changes in currency exchange rates, the Fund may, but will not necessarily, use special techniques such as forward foreign-currency exchange contracts. A forward foreign-currency exchange contract is an agreement to purchase or sell a specific currency at a specified future date and price agreed to by the parties at the time of entering into the contract.

As a temporary defensive strategy, the Fund may significantly change its portfolio if BG Overseas believes that political or economic conditions make investing in emerging market countries too risky. In this case, the Fund may acquire foreign or U.S. investment-grade, nonconvertible preferred stocks, bonds, government securities, and money market instruments. To the extent that the Fund assumes a temporary defensive position, it may not achieve its investment objective during that time.

· Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally.

· Emerging Market Risk An investment in this Fund is riskier than investing in more-developed markets. In addition to the risks associated with investing in foreign securities discussed previously, there are special risks associated with investments in emerging markets. These risks include greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, and possible trade barriers.

· Investment Style Risk A mutual fund investing principally in growth style stocks may at times underperform other mutual funds that invest more broadly or that have different investment styles.

· Debt Securities Risk The value of a debt security or other income-producing security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the securities. Convertible debt securities are subject to the risks of investing in both debt and equity securities. Additional risks that are part of debt securities risk applicable to the Fund include credit risk and interest rate risk.

· High-yield/Junk Bond Risk Lower-quality debt securities may be issued by companies without a long track record of sales and earnings or by those with questionable credit strength. The market prices of these securities may fluctuate more than higher-quality securities and may decline significantly in periods of general or regional economic difficulty. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal. Lower-quality debt securities can be more sensitive to adverse economic conditions, including the issuer’s financial condition or stresses in its industry.

· Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by BG Overseas, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

· Cash Position Risk To the extent the Fund holds assets in cash and cash equivalents and not in investments previously described, the ability of the Fund to meet its objective may be limited.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart below and the table on the next page provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past eight calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Baillie Gifford Emerging Markets Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart below and the table on the next page is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1998	-28.97	%
1999	69.91	%
2000	-23.88	%
2001	1.68	%
2002	-4.50	%
2003	53.53	%
2004	23.53	%
2005	39.83	%

Best Quarter		Fourth Quarter 1999		40.19	%
Worst Quarter		First Quarter 2001		-36.10	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		5 Years		Since Inception*
Class A Shares°
Return Before Taxes	33.19	%	19.66	%	8.79	%
Return After Taxes on Distributions†	31.95	%	19.28	%	8.39	%
Return After Taxes on Distributions and Sale of Fund Shares†	22.92	%	17.35	%	7.57	%
Class B Shares	35.56	%	19.35	%	7.58	%
Class C. Shares	37.68	%	19.51	%	13.29	%
Class K Shares	39.34	%	—		21.80	%
MSCI EMF Index** (reflects no deduction for fees, expenses, or taxes)	34.54	%	19.44	%	6.35	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A and Class B shares: May 1, 1997;

Class C shares: August 7, 2000;

Class K shares: May 15, 2001.

** The Morgan Stanley Capital International (MSCI) Emerging Markets Free (EMF) Index is generally considered to be representative of the stock market activity of emerging markets. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses. The “Since Inception” return for the MSCI (EMF) Index shown in the table above is since May 1, 1997, the date of inception of Class A and Class B shares. The MSCI (EMF) Index had average annual returns of 13.06% since August 7, 2000, the date of inception of Class C shares; and 21.80% since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)		Redemption Fees(1)
Class A Shares	4.75	%(2)	None	(3)	2.00	%
Class B Shares	None		3.00	%(4)	2.00	%
Class C Shares	None		1.00	%(5)	2.00	%
Class K Shares	None		None		2.00	%

(1) The redemption fee applies to redemptions of shares held for less than 60 days. This fee does not apply to

Class B, Class C, or Class K shares received in connection with the reorganization of the Predecessor Fund into the Fund. The ability of the Trust to enforce the redemption fee with respect to shares held in an omnibus account is limited.

(4) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(5) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)
Class A Shares	1.00	%	0.25	%	0.53	%	1.78	%
Class B Shares	1.00	%	1.00	%	0.74	%	2.74	%
Class C Shares	1.00	%	1.00	%	0.68	%	2.68	%
Class K Shares	1.00	%	0.65	%	0.47	%	2.12	%

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	653	$	1,026	$	1,423	$	2,528
Class B Shares	$	588	$	1,082	$	1,601	$	2,929
Class C Shares	$	381	$	863	$	1,470	$	3,108
Class K Shares	$	223	$	686	$	1,176	$	2,525

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	653	$	1,026	$	1,423	$	2,528
Class B Shares	$	288	$	882	$	1,501	$	2,929
Class C Shares	$	281	$	863	$	1,470	$	3,108
Class K Shares	$	223	$	686	$	1,176	$	2,525

RS Investment Quality Bond Fund

INVESTMENT OBJECTIVE To seek a high level of current income and capital appreciation without undue risk to principal.

PRINCIPAL INVESTMENT STRATEGIES The Fund invests primarily in investment-grade securities, including corporate bonds, mortgage-backed and asset-backed securities, and obligations of the U.S. government and its agencies.

Guardian Investor Services LLC, the Fund’s subadviser (“GIS”), allocates the Fund’s investments among the various sectors of the debt markets by analyzing overall economic conditions within and among these sectors. The Fund normally diversifies its asset allocations broadly among the debt securities markets but may emphasize some sectors over others based on their attractiveness relative to one another. Within sector allocations, GIS selects individual securities by considering the following characteristics:

· the yield paid by the security;

· potential appreciation in the value of the security;

· the credit quality of the issuer;

· maturity; and

· the degree of risk associated with a specific security relative to other securities in the sector.

The Fund seeks to maintain an intermediate duration (between three and 10 years) but may lengthen or shorten its duration within the intermediate range to reflect changes in the overall composition of the investment-grade debt markets. Duration is a measure of a bond price’s sensitivity to changes in interest rates. Generally, the longer a bond’s duration, the greater its price sensitivity to a change in interest rates. For example, the price of a bond with a duration of five years would be expected to fall approximately 5% if rates were to rise by one percentage point.

Although GIS may consider the factors described above in purchasing or selling investments for the Fund, GIS may purchase, sell, or continue to hold an investment for the Fund whenever it believes that doing so may benefit the Fund or on the basis of any of the factors described above or any other factors it may at its discretion consider.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of its net assets in investment-grade debt securities. Debt securities may include, for example, corporate bonds, mortgage-backed and asset-backed securities, zero- coupon bonds, and obligations of the U.S. government and its agencies and instrumentalities. An investment-grade security is one that is rated by Moody’s Investors Service, Inc., and Standard & Poor’s Ratings Group, Baa or BBB, respectively, or higher or, if unrated, that has been determined by GIS to be of comparable quality. The Fund may invest in lower-rated debt securities, commonly known as “high yield” securities or “junk bonds,” normally, less than 10% of the Fund’s assets will be invested in lower-rated securities.

The Fund may also invest up to 10% of the value of its net assets in foreign securities denominated in U.S. dollars. In addition, the Fund may invest in so-called Yankee securities, which are debt securities issued by non-U.S. corporate or government entities but denominated in U.S. dollars.

The Fund may engage in dollar roll and reverse repurchase agreement transactions. The Fund also may, but will not necessarily, enter into derivative transactions, such as index futures contracts, Treasury futures contracts, Eurodollar futures contracts, and interest rate swap agreements, to manage its exposure to interest rate risk or as a substitute for investments directly in debt securities. Use of any of these investment techniques may have the effect of creating investment leverage in the Fund’s portfolio.

· Zero-coupon Securities Risk Because they do not pay interest, the Fund’s investments in zero-coupon securities may fluctuate in value more than interest-bearing securities.

· Foreign Securities Risk Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments.

· Mortgage- and Asset-backed Securities Risk Mortgage- and asset-backed securities are subject to a number of risks described elsewhere in this Prospectus, such as credit risk and liquidity risk. Generally, rising interest rates tend to extend the duration of fixed-rate mortgage-related securities, making them more sensitive to changes in interest rates, and may reduce the market values of the securities. In addition, adjustable- and fixed- rate mortgage-related securities are subject to prepayment risk. Moreover, although some mortgage-backed securities are backed by the full faith and credit of the U.S. government, some mortgage-backed securities, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation (commonly known as ‘‘Fannie Mae’’ and ‘‘Freddie Mac’’), are backed only by the credit of a U.S. government agency or a private entity and as such are neither guaranteed nor insured by the U.S. government.

· Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by GIS, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

· Portfolio Turnover Risk Frequent purchases and sales of portfolio securities involve expenses and may result in taxable capital gains. In addition, to the extent that the Fund’s shares are held by an asset allocation fund, reallocations of the asset allocation fund’s investments may cause the Fund to have to sell portfolio securities to honor redemption requests or invest large amounts of cash at times when it would not otherwise do so, which could have adverse effects on the Fund’s performance, accelerate the realization of taxable income to shareholders, and increase transaction costs.

· Derivatives Risk Derivative transactions typically involve leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested, and the Fund may not be able to close-out a derivative transaction at a favorable time or price.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart and the table on the next page provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year, and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past 10 calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Investment Quality Bond Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart and the table on the next page is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1996	2.73	%
1997	8.43	%
1998	7.89	%
1999	-1.02	%
2000	9.81	%
2001	8.55	%
2002	9.25	%
2003	4.53	%
2004	4.10	%
2005	2.07	%

Best Quarter		Third Quarter 2001		4.84	%
Worst Quarter		Second Quarter 2004		-2.63	%

Average Annual Total Returns

(periods ended 12/31/05)

	1 Year		5 Years		10 Years		Since Inception*
Class A Shares°
Return Before Taxes	-1.76	%	4.86	%	5.18	%	5.30	%
Return After Taxes on Distributions†	-3.26	%	3.02	%	2.99	%	3.09	%
Return After Taxes on Distributions and Sale of Fund Shares†	-1.06	%	3.09	%	3.07	%	3.14	%
Class B Shares	-1.59	%	4.73	%	—		5.22	%
Class C. Shares	0.41	%	4.90	%	—		5.37	%
Class K Shares	1.67	%	—		—		5.06	%
Lehman Brothers Aggregate Bond Index** (reflects no deduction for fees, expenses, or taxes)	2.43	%	5.87	%	6.16	%	6.46	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A shares: February 16, 1993;

Class B and Class C shares: August 7, 2000;

Class K shares: May 15, 2001.

** The Lehman Brothers Aggregate Bond Index is .generally considered to be representative of U.S. bond market activity. Unlike the Fund, the index does not incur fees or expenses. The “Since Inception” return for the Lehman Brothers Aggregate Bond Index shown in the table above is since February 16, 1993, the date of inception of Class A shares. The Lehman Brothers Aggregate Bond Index had average annual returns of 6.52% since August 7, 2000, the date of inception of Class B and Class C shares; and 5.79% since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees

(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	3.75	%(1)	None	(2)
Class B Shares	None		3.00	%(3)
Class C Shares	None		1.00	%(4)
Class K Shares	None		None

(3) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(4) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)		Fee Waiver/ Expense Limitation (1)		Net Expenses (1)
Class A Shares	0.50	%	0.25	%	0.25	%	1.00	%	(0.15	)%	0.85	%
Class B Shares	0.50	%	1.00	%	0.43	%	1.93	%	(0.33	)%	1.60	%
Class C Shares	0.50	%	1.00	%	0.48	%	1.98	%	(0.38	)%	1.60	%
Class K Shares	0.50	%	0.65	%	0.22	%	1.37	%	(0.12	)%	1.25	%

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through December 31, 2009, are the same as those shown above under “Net Expenses” and for all subsequent periods are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses

(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	461	$	643	$	872	$	1,539
Class B Shares	$	468	$	721	$	1,065	$	1,972
Class C Shares	$	268	$	521	$	975	$	2,264
Class K Shares	$	131	$	408	$	731	$	1,655

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	461	$	643	$	872	$	1,539
Class B Shares	$	168	$	521	$	965	$	1,972
Class C Shares	$	168	$	521	$	975	$	2,264
Class K Shares	$	131	$	408	$	731	$	1,655

RS Low Duration Bond Fund

INVESTMENT OBJECTIVE A high level of current income consistent with preservation of capital.

Guardian Investor Services LLC, the Fund’s subadviser (“GIS”), allocates the Fund’s investments among various sectors of the debt markets by analyzing overall economic conditions within and among these sectors. The Fund normally diversifies its asset allocations broadly among the debt securities markets, but may emphasize some sectors over others based on what GIS believes to be their attractiveness relative to one another. Within sector allocations, GIS selects individual securities by considering the following characteristics:

· the yield paid by the security;

· potential appreciation in the value of the security;

· the credit quality of the issuer;

· maturity; and

· the degree of risk associated with a specific security, relative to other securities in the sector.

The Fund seeks to maintain a low duration but may lengthen or shorten its duration within the intermediate range to reflect changes in the overall composition of the investment-grade debt markets. The Fund tends to have an average duration within a range of between one and three years and an average maturity of one and three years. Duration is a measure of a bond price’s sensitivity to a given change in interest rates. Generally, the longer a bond’s duration, the greater its price sensitivity to a change in interest rates. For example, the price of a bond with a duration of three years would be expected to fall approximately 3% if rates were to rise by one percentage point.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of its net assets in debt securities, which may include, for example, corporate bonds, mortgage-backed and asset-backed securities, and obligations of the U.S. government and its agencies and instrumentalities. An investment-grade security is one that is rated by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Group, Baa or BBB, respectively, or higher or, if unrated, that has been determined by GIS to be of comparable quality. The Fund may invest in lower-rated debt securities, commonly known as “high yield” securities or “junk bonds;” normally less than 10% of the Fund’s assets will be invested in lower-rated securities.

· Debt Securities Risk The value of a debt security or other income-producing security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the securities. Convertible debt securities are subject to the risks of investing in both debt and equity securities. Additional risks that are part of debt securities risk applicable to the Fund include credit risk, extension risk, interest rate risk, and prepayment risk, which are described elsewhere in this Prospectus.

· Foreign Securities Risk Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments.

· Issuer Risk The value of a security may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services.

· Mortgage- and Asset-backed Securities Risk Mortgage- and asset-backed securities are subject to a number of risks described elsewhere in this Prospectus, such as credit risk and liquidity risk. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates, and may reduce the market values of the securities. In addition, adjustable- and fixed-rate mortgage-related securities are subject to prepayment risk. Moreover, although some mortgage-backed securities are backed by the full faith and credit of the U.S. government, some mortgage-backed securities, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation (commonly known as “Fannie Mae” and “Freddie Mac”), are backed only by the credit of a U.S. government agency or a private entity and as such are neither guaranteed nor insured by the U.S. government.

· High-yield/Junk Bond Risk Lower-quality debt securities may be issued by companies without a long track record of sales and earnings and/or by those with questionable credit strength. The market prices of these securities may fluctuate more than higher-quality securities and may decline significantly in periods of general or regional economic difficulty. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal. Lower-quality debt securities can be more sensitive to adverse economic conditions, including the issuer’s financial condition or stresses in its industry.

· Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by GIS, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart below and the table on the next page is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares

(calendar year-end)

2004		1.36	%
2005		1.34	%

Best Quarter		First Quarter 2004		1.25	%
Worst Quarter		Second Quarter 2004		-1.02	%

Average Annual Total Returns

(periods ended 12/31/05)

	1 Year		Since Inception (7/30/03)
Class A Shares°
Return Before Taxes	-0.94	%	0.57	%
Return After Taxes on Distributions†	-1.96		-0.29
Return After Taxes on Distributions and Sale of Fund Shares†	-0.62	%	-0.01	%
Class B Shares	-2.42	%	-0.12	%
Class C. Shares	-0.42	%	0.77	%
Class K Shares	0.93	%	1.12	%
Lehman Brother U.S. government 1-3 Year Bond Index* (reflects no deduction for fees, expenses, or taxes)	1.73	%	1.55	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* The Lehman Brothers U.S. Government 1-3 Year Bond Index is an unmanaged index that is generally considered to be representative of the average yield on U.S. government obligations having maturities between one and three years. Unlike the Fund, the index does not incur fees or expenses.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees

(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	2.25	%(1)	None	(2)
Class B Shares	None		3.00	%(3)
Class C Shares	None		1.00	%(4)
Class K Shares	None		None

(3) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(4) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses

(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)		Fee Waiver/ Expense Limitation (1)		Net Expenses (1)
Class A Shares	0.45	%	0.25	%	0.83	%	1.53	%	(0.73	)%	0.80	%
Class B Shares	0.45	%	1.00	%	0.85	%	2.30	%	(0.75	)%	1.55	%
Class C Shares	0.45	%	1.00	%	0.87	%	2.32	%	(0.77	)%	1.55	%
Class K Shares	0.45	%	0.65	%	0.49	%	1.59	%	(0.39	)%	1.20	%

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through December 31, 2009, are the same as those shown above under “Net Expenses” and for all subsequent periods are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses

(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	307	$	482	$	822	$	1,839
Class B Shares	$	463	$	705	$	1,124	$	2,301
Class C Shares	$	263	$	505	$	1,028	$	2,521
Class K Shares	$	126	$	392	$	760	$	1,825

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A shares	$	307	$	482	$	822	$	1,839
Class B shares	$	163	$	505	$	1,024	$	2,301
Class C shares	$	163	$	505	$	1,028	$	2,521
Class K shares	$	126	$	392	$	760	$	1,825

RS High Yield Bond Fund

INVESTMENT OBJECTIVE To seek current income. Capital appreciation is a secondary objective.

PRINCIPAL INVESTMENT STRATEGIES The Fund invests primarily in securities, including high-yield corporate bonds, convertible bonds, and other debt securities, that are rated below investment-grade by nationally recognized statistical ratings organizations at the time of purchase or, if unrated, have been determined by Guardian Investor Services LLC, the subadviser of the Fund (“GIS”), to be of comparable quality.

GIS considers several factors in purchasing and selling securities relative to the price of the security, such as:

· the earnings patterns of the issuer;

· the financial history of the issuer;

· the management structure of the issuer; and

· the general prospects of the issuer.

GIS considers the duration and the maturity of the Fund’s portfolio; however, these factors are a lesser consideration than credit and yield considerations due to the nature of the high-yield securities in which the Fund invests. There is no lower limit on the rating of securities that may be in the Fund. Some of the securities that the Fund buys and holds may be in default, giving them a lower rating.

PRINCIPAL INVESTMENTS The Fund normally invests at least 80% of its net assets in debt securities that, at the time of purchase, are rated below investment-grade, commonly known as “high-yield” securities or “junk bonds.” A security will be considered to be rated below investment-grade if it is rated by Moody’s Investors Service, Inc., and Standard & Poor’s Ratings Group Ba1 or BB+, respectively, or lower or, if unrated, has been determined by GIS to be of comparable quality. The debt securities in which the Fund invests may include, for example, corporate bonds, mortgage-backed and asset-backed securities, zero-coupon bonds, “pay-in-kind” securities, and convertible bonds. The Fund may invest in corporate bonds issued in connection with highly leveraged transactions such as mergers, leveraged buy-outs, recapitalizations, and acquisitions.

The Fund may invest in common and preferred stocks as well as warrants to purchase common stocks, bonds, or other securities; typically not more than 20% of the Fund’s assets will be invested in these types of securities.

The Fund also may invest up to 35% of the value of its total assets in foreign securities and so-called Yankee securities, which are debt securities issued by non-U.S. corporate or government entities but denominated in U.S. dollars.

The Fund also may, but will not necessarily, enter into derivative transactions, such as index futures contracts, Treasury futures contracts, Eurodollar futures contracts, and interest rate swap agreements, to manage its exposure to interest rate risk or as a substitute for investments directly in debt securities. Use of any of these investment techniques may have the effect of creating investment leverage in the Fund’s portfolio.

As a temporary defensive strategy, the Fund may invest some or all of its assets in investment-grade debt obligations, including U.S. government securities, investment-grade corporate bonds, commercial paper, repurchase agreements, and cash equivalents. To the extent the Fund assumes a temporary defensive position, it may not achieve its investment objectives during that time.

· Debt Securities Risk The value of a debt security or other income-producing security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the securities. Convertible debt securities are subject to the risks of investing in both debt and equity securities. Additional risks that are part of debt securities risk applicable to the Fund include credit risk, extension risk, interest rate risk, and prepayment risk, which are described elsewhere in this Prospectus.

· Foreign Securities Risk Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments.

· Mortgage- and Asset-backed Securities Risk Mortgage- and asset-backed securities are subject to a number of risks described elsewhere in this Prospectus, such as credit risk and liquidity risk. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates, and may reduce the market values of the securities. In addition, adjustable and fixed-rate mortgage-related securities are subject to prepayment risk. Moreover, although some mortgage-backed securities are backed by the full faith and credit of the U.S. government, some mortgage-backed securities, such as those issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation (commonly known as ‘‘Fannie Mae’’ and ‘‘Freddie Mac’’), are backed only by the credit of a U.S. government agency or a private entity and as such are neither guaranteed nor insured by the U.S. government.

· Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by GIS, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price.

· Security Selection Risk GIS must try to determine the proper mix of securities to meet the Fund’s investment objectives. It may not properly ascertain the appropriate mix of securities for any particular economic cycle. Also, the timing of movements from one type of security to another could have a negative effect on the overall objectives of the Fund.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian High Yield Bond Fund, a mutual fund with substantially similar investment objectives, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart and the table on the next page is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVES. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1999	-0.63	%
2000	-6.53	%
2001	2.87	%
2002	0.96	%
2003	20.11	%
2004	9.15	%
2005	3.34	%

Best Quarter		Second Quarter 2003		6.46	%
Worst Quarter		Fourth Quarter 2000		–6.38	%

Average Annual Total Returns

(periods ended 12/31/05)

	1 Year		5 Years		Since Inception*
Class A Shares
Return Before Taxes	-0.54	%	6.25	%	4.53	%
Return After Taxes on Distributions†	-2.72	%	3.31	%	1.43	%
Return After Taxes on Distributions and Sale of Fund Shares†	-0.38	%	3.50	%	1.89	%
Class B Shares	-0.30	%	6.11	%	4.18	%
Class C. Shares	1.70	%	6.30	%	4.53	%
Class K Shares	2.93	%	—		6.49	%
Lehman Brothers Corporate High Yield Index** (reflects no deduction for fees, expenses, or taxes)	2.74	%	8.85	%	5.84	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A and Class B shares: September 1, 1998;

Class C shares: August 7, 2000;

Class K shares: May 15, 2001.

† After-tax returns are shown for Class A shares only; after-tax returns for other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

** The Lehman Brothers Corporate High Yield Index is an unmanaged index that is generally considered to be representative of the investable universe of the U.S. dollar-denominated high yield debt market. Unlike the Fund,

the index does not incur fees or expenses. The “Since Inception” return for the Lehman Brothers Corporate High Yield Index shown in the table above is since September 1, 1998, the date of inception of Class A and Class B shares. The Lehman Brothers Corporate High Yield Index had average annual returns of 7.01% since August 7, 2000, the date of inception of Class C shares; and 8.20% since May 15, 2001, the date of inception of Class K shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)		Redemption Fees(1)
Class A Shares	3.75	%(2)	None	(3)	2.00	%
Class B Shares	None		3.00	%(4)	2.00	%
Class C Shares	None		1.00	%(5)	2.00	%
Class K Shares	None		None		2.00	%

(4) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(5) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses
(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)		Fee Waiver/ Expense Limitation (1)		Net Expenses (1)
Class A Shares	0.60	%	0.25	%	0.34	%	1.19	%	(0.34	)%	0.85	%
Class B Shares	0.60	%	1.00	%	0.59	%	2.19	%	(0.59	)%	1.60	%
Class C Shares	0.60	%	1.00	%	0.55	%	2.15	%	(0.55	)%	1.60	%
Class K Shares	0.60	%	0.65	%	0.27	%	1.52	%	(0.27	)%	1.25	%

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through December 31, 2009, are the same as those shown above under “Net Expenses” and for all subsequent periods are the same as those shown above under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	461	$	643	$	910	$	1,698
Class B Shares	$	468	$	721	$	1,118	$	2,165
Class C Shares	$	268	$	521	$	1,010	$	2,400
Class K Shares	$	131	$	408	$	762	$	1,781

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	461	$	643	$	910	$	1,698
Class B Shares	$	168	$	521	$	1,018	$	2,165
Class C Shares	$	168	$	521	$	1,010	$	2,400
Class K Shares	$	131	$	408	$	762	$	1,781

RS Tax-Exempt Fund

INVESTMENT OBJECTIVE To maximize current income exempt from federal income taxes, consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES The Fund invests primarily in investment-grade municipal obligations, the interest on which is, in the opinion of the issuer’s bond counsel, exempt from federal income tax including the federal alternative minimum tax (AMT).

Guardian Investor Services LLC, the Fund’s subadviser (“GIS”), allocates the Fund’s investments among a diversified portfolio of investment-grade municipal obligations. The Fund will invest primarily in municipal securities with remaining maturities of between seven and 25 years. As of June 30, 2006, the Fund’s dollar weighted average maturity was 15.58 years. GIS may, however, invest in municipal obligations with remaining maturities outside that range based on GIS’s analysis of the market and the economy.

PRINCIPAL INVESTMENTS Under normal circumstances at least 80% of the value of the Fund’s net assets will be invested in tax-exempt municipal obligations. This is a fundamental policy that cannot be changed without shareholder approval. For purposes of the fundamental policy stated above, the Fund will include borrowings for investment purposes when it calculates its net assets. The Fund will invest in municipal obligations, the interest on which is, in the opinion of the issuer’s bond counsel, exempt from federal income tax including the federal AMT. Municipal obligations are debt securities issued by states, the District of Columbia, and territories and possessions of the United States, their political subdivisions, agencies, authorities and instrumentalities. Types of municipal obligations in which the Fund may invest include:

· general obligation bonds, guaranteed by the issuer’s full faith, credit and taxing power;

· specific obligation bonds, payable by a special tax or revenue source;

· revenue bonds, guaranteed solely by the corporate entity that issues them;

· notes or short-term obligations issued in anticipation of a bond sale, guaranteed by the collection of taxes or receipt of revenues;

· private activity bonds, including industrial development bonds, issued by or on behalf of public authorities.

The Fund will normally invest in municipal securities that, at the time of purchase, are rated investment-grade. A security will be deemed to be rated investment-grade if it is rated by Moody’s Investors Service, Inc., or Standard & Poor’s Ratings Group Baa or BBB, respectively, or higher or, if unrated, has been determined by GIS to be of comparable quality. The Fund may invest up to 10% of its assets in below investment-grade or unrated municipal obligations GIS determines to be of comparable quality. The Fund is not required to sell a bond that has been downgraded to below-investment-grade after the Fund acquires it, but the Fund’s overall holdings in below-investment-grade bonds, including those that have been downgraded since the time of investment, generally will not exceed 20% of the Fund’s assets. The Fund also may invest in other tax-exempt securities that are not municipal obligations. The Fund’s investments may include any type of debt instrument, including, for example, zero-coupon securities as well as floating -and variable -rate demand notes and bonds.

The Fund may invest up to 25% of the value of its net assets in a single state. Up to 20% of the value of the Fund’s net assets may also be invested in bonds that pay interest subject to federal income tax, including bonds that pay interest subject to the AMT.

securities are subject to the risks of investing in both debt and equity securities. Additional risks that are part of debt securities risk applicable to the Fund include Credit Risk, Extension Risk, Interest Rate Risk, and Prepayment Risk.

· Tax Risk Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal bonds held by the Fund.

· Portfolio Turnover Risk Frequent purchases and sales of portfolio securities involve expenses.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart below and the table on the next page provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year and by comparing the Fund’s returns with those of a broad measure of market performance. The bar chart shows changes in the Fund’s performance for the past 10 calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with a broad-based market index. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Tax-Exempt Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart on the previous page and the table to the left is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1996	3.62	%
1997	8.74	%
1998	6.11	%
1999	-3.29	%
2000	12.28	%
2001	4.78	%
2002	10.20	%
2003	5.34	%
2004	4.38	%
2005	4.02	%

Best Quarter		Third Quarter 2002		5.83	%
Worst Quarter		Second Quarter 2004		–2.79	%

Average Annual Total Returns

(periods ended 12/31/05)

	1 Year		5 Years		10 Years		Since Inception*
Class A Shares°
Return Before Taxes	0.12	%	4.91	%	5.14	%	4.90	%
Return After Taxes on Distributions†	-0.50	%	4.42	%	4.88	%	4.63	%
Return After Taxes on Distributions and Sale of Fund Shares†	1.54	%	4.57	%	4.90	%	4.66	%
Class C. Shares	2.24	%	4.92	%	—		5.48	%
Lehman Brothers Municipal Bond Index** (reflects no deduction for fees, expenses, or taxes)	3.51	%	5.59	%	5.71	%	6.05	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A shares: February 16, 1993;

Class C shares: August 7, 2000.

† After-tax returns are shown for Class A shares only; after-tax returns for Class C will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

** The Lehman Brothers Municipal Bond Index is an index that is generally considered to be representative of U.S. municipal bond market activity. Unlike the Fund, the index does not incur fees or expenses. The “Since Inception” return for the Lehman Brothers Municipal Bond Index shown in the table above is since February 16, 1993, the date of inception of Class A shares. The Lehman Brothers Municipal Bond Index has had average annual returns of 6.10% since August 7, 2000, the date of inception of Class C shares.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees

(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)		Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price)
Class A Shares	3.75	%(1)	None	(2)
Class C Shares	None		1.00	%(3)

(3) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses

(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (1)		Fee Waiver/ Expense Limitation (1)		Net Expenses (1)
Class A Shares	0.50	%	0.25	%	0.20	%	0.95	%	(0.10	)%	0.85	%
Class C Shares	0.50	%	1.00	%	0.43	%	1.93	%	(0.33	)%	1.60	%

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through December 31, 2009, are the same as those shown above under “Net Expenses” and for all subsequent periods are the same as those shown above under “Total Annual Fund Operating Expenses.” Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	461	$	643	$	862	$	1,496
Class C Shares	$	268	$	521	$	965	$	2,224

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	461	$	643	$	862	$	1,496
Class C Shares	$	168	$	521	$	965	$	2,224

RS Cash Management Fund

INVESTMENT OBJECTIVE To seek as high a level of current income as is consistent with liquidity and preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES The Fund is a money market fund. Guardian Investor Services LLC, the Fund’s subadviser (“GIS”), primarily selects investments that present minimal credit risk, as determined by GIS, in accordance with guidelines established by the Board of Trustees. GIS selects investments that have remaining maturities of 397 days or less or that have a rate of interest that is readjusted at least once every 397 days. The Fund seeks to maintain a dollar-weighted average portfolio maturity of 90 days or less.

PRINCIPAL INVESTMENTS The Fund normally invests in money market instruments denominated in U.S. dollars, which may include, for example, U.S. government securities, commercial paper, and repurchase agreements as well as certificates of deposit and short-term obligations issued by banks or savings and loan associations. The Fund may invest up to 25% of its net assets in U.S. dollar-denominated certificates of deposit issued by foreign branches of U.S. banks and by U.S. branches of foreign banks — provided that GIS believes each bank’s net worth is at least $100 million.

The Fund typically invests in securities that are rated in the highest short-term rating by at least two nationally recognized statistical ratings organizations or, where only one ratings organization has assigned a rating to the securities, the securities were assigned the highest rating by such ratings organization. No more than 5% of the value of the Fund’s assets may be invested in securities rated lower than the highest short-term rating by such ratings organization or organizations, as the case may be.

The Fund may not invest more than 5% of the Fund’s assets in the securities of any one issuer, except for securities issued by the U.S. government or U.S. government agencies.

PRINCIPAL RISKS You could lose some or all of your investment in the Fund. The return on money market instruments is typically lower than the return on stocks or bonds. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. The principal risks of investing in the Fund, which could adversely affect its net asset value and total return, are.

· Debt Securities Risk The value of a debt security or other income-producing security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the securities. Many U.S. government securities are substantially protected from credit risk because they are backed by the full faith and credit of the U.S. government. However, certain obligations of U.S. government agencies or instrumentalities do not have this guarantee. Additional risks that are part of debt securities risk applicable to the Fund include credit risk, income risk, and interest rate risk, which are described elsewhere in this Prospectus.

· Foreign Securities Risk Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments.

Please see “Principal Risks” beginning on page and “Other Investment Strategies and Risks” beginning on page for a description of these and other risks of investing in the Fund.

FUND PERFORMANCE The chart above and the table and to the left provide some indication of the risk of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows changes in the Fund’s performance for the past 10 calendar years (for Class A shares). The returns in the bar chart do not reflect the impact of sales charges. If they did, the returns would be lower than those shown. The returns in the table reflect the impact of sales charges when you buy or sell shares. As a result, the returns in the table are lower than the returns in the bar chart. The Fund is the successor to The Guardian Cash Management Fund, a mutual fund with substantially similar investment objective, strategies, and policies (the “Predecessor Funds”). The performance of the Fund provided in the chart above and the table to the left is that of the Predecessor Fund. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT AN INDICATION OF FUTURE PERFORMANCE. IT IS POSSIBLE TO LOSE MONEY ON AN INVESTMENT IN THE FUND. THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. THE FUND’S PERFORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN.

Annual Return for Class A Shares
(calendar year-end)

1996	4.62	%
1997	4.81	%
1998	4.76	%
1999	4.45	%
2000	5.69	%
2001	3.27	%
2002	0.95	%
2003	0.37	%
2004	0.57	%
2005	2.41	%

Best Quarter		Fourth Quarter 2000		1.49	%
Worst Quarter		Second Quarter 2004		–0.06	%

Average Annual Total Returns
(periods ended 12/31/05)

	1 Year		5 Years		10 Years		Since Inception*
Class A Shares°	2.41	%	1.51	%	3.17	%	4.92	%
Class B Shares	-1.24	%	0.85	%	—		2.82	%
Class C. Shares	0.76	%	1.04	%	—		1.34	%
Class K Shares	1.00	%	—		—		0.96	%

° Returns have been adjusted to reflect the current sales load structure for Class A and Class K shares.

* Inception of

Class A shares: November 3, 1982;

Class B shares: May 1, 1996;

Class C shares: August 7, 2000;

Class K shares: May 15, 2001.

Fees and Expenses

The following tables describe the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees

(paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)	Maximum Deferred Sales Charge (Load) (as a percentage of the lower of sales proceeds or the original offering price)
Class A Shares	None	None	(1)
Class B Shares	None	3.00	%(2)
Class C Shares	None	1.00	%(3)
Class K Shares	None	None

(1) Contingent deferred sales charge (CDSC) of 1.00% applies for purchases of $1 million or more of Class A shares if these shares are sold within 18 months of purchase. See page for details. Certain redemptions and distributions are not subject to this charge. See the Statement of Additional Information for details.

(2) Maximum CDSC declines to 2.00% if shares are sold in year 3 or 4 after purchase; 1.00% in year 5 or 6; and 0.00% in year 7 and beyond.

(3) CDSC applies for shares sold within one year of purchase.

Annual Fund Operating Expenses

(expenses deducted from Fund assets as a percentage of average daily net assets)

Share Class	Management Fees(1)		Distribution (12b-1) Fees		Other Expenses		Total Annual Fund Operating Expenses (2)		Fee Waiver/ Expense Limitation (2)		Net Expenses (2)
Class A Shares	0.50	%	0.25	%	0.16	%	0.91	%	(0.06	)%	0.85	%
Class B Shares	0.50	%	1.00	%	0.36	%	1.86	%	(0.39	)%	1.47	%
Class C Shares	0.50	%	1.00	%	0.18	%	1.68	%	(0.19	)%	1.47	%
Class K Shares	0.50	%	0.65	%	0.17	%	1.32	%	(0.07	)%	1.25	%

(1) The management fee shall be reduced to 0.45% on the Fund’s average net assets in excess of $500 million.

(2) An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed, pursuant to a written agreement between RS Investments and RS Investment Trust in effect through December 31, 2009, to limit the Fund’s Total Annual Fund Operating Expenses in future periods to the annual rate of Total Annual Fund Operating Expenses that is applicable to each class of shares of the Predecessor Fund as of September 30, 2006, which may be higher or lower than the rates shown under the caption “Total Annual Fund Operating Expenses” in the table above.

Cost of Investing

EXAMPLE This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through December 31, 2009, are the same as those shown under “Net Expenses” and for all subsequent periods are the same as those shown previously under “Total Annual Fund Operating Expenses.” The 10-year figures shown reflect the conversion of Class B to Class A shares after the eighth anniversary of purchase. Your actual costs may be higher or lower. Based on these assumptions, your costs would be as shown in the tables below.

Example of Annual Fund Operating Expenses
(based on a $10,000 investment and a 5% annual return)

If you sold all of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	89	$	279	$	497	$	1,130
Class B Shares	$	454	$	679	$	1,007	$	1,869
Class C Shares	$	254	$	479	$	870	$	1,981
Class K Shares	$	131	$	408	$	721	$	1,613

If you did not sell any of your shares at the end of the periods shown, your costs would be:

	1 Year		3 Years		5 Years		10 Years
Class A Shares	$	89	$	279	$	497	$	1,130
Class B Shares	$	154	$	479	$	907	$	1,869
Class C Shares	$	154	$	479	$	870	$	1,981
Class K Shares	$	131	$	408	$	721	$	1,613

Additional Information About Investment Strategies and Risks

There is no guarantee that a Fund will achieve its objective, and you could lose some or all of your money by investing. In the sections that follow, more detail is provided about the Funds’ principal risks and about circumstances that could adversely affect the value of a Fund’s shares or its total return.

The Trustees of RS Variable Products Trust (the Trust”) may change the investment objective and the policies of any Fund without a vote of the shareholders unless otherwise specifically stated.

Principal Risks

The value of your investment in a Fund changes with the values of that Fund’s investments. Many factors can affect those values. The factors that are most likely to have a material effect on a particular Fund’s portfolio as a whole are called “principal risks.” The principal risks of each Fund are identified in the foregoing Fund Summaries and are described in this section. Each Fund may be subject to additional risks other than those described below because the types of investments made by each Fund can change over time. The “Investments and Risks” section in the Statement of Additional Information includes more information about the Funds, their investments, and the related risks.

RS Core
Equity
Fund

RS Large
Cap Value
Fund

RS Small
Cap Core
Equity
Fund

RS Asset
Allocation
Fund

RS S&P 500
Index Fund

RS
International
Growth Fund

RS Emerging
Markets
Fund

RS
Investment
Quality Bond
Fund

RS Low
Duration
Bond Fund

RS High
Yield Bond
Fund

RS Tax-
Exempt
Fund

RS Cash
Management
Fund

Cash Position Risk

Currency Risk

Debt Securities Risk

Derivatives Risk

Emerging Markets Risk

Equity Securities Risk

Foreign Securities Risk

High Yield/Junk Bond Risk

Index Risk

Investment Style Risk

Issuer Risk

Liquidity Risk

Mortgage and Asset-backed Securities Risk

Overweighting Risk

Portfolio Turnover Risk

Security Selection Risk

Short Sales Risk

Small and/or Midsized Companies Risk

Tax Risk

Underweighting Risk

Zero-Coupon Securities Risk

Cash Position Risk A Fund may hold any portion of its assets in cash or cash equivalents at any time or for an extended time. A Fund’s investment adviser or subadviser, as applicable, will determine the amount of a Fund’s assets to be held in cash or cash equivalents at its sole discretion, based on such factors as it may consider appropriate under the circumstances. The portion of a Fund’s assets invested in cash and cash equivalents may at times exceed 25% of those Funds’ net assets. To the extent a Fund holds assets in cash and otherwise uninvested, the ability of such Fund to meet its objective may be limited.

Currency Risk A decline in value of a foreign currency relative to the U.S. dollar reduces the value of the foreign currency and investments denominated in that currency. To attempt to protect against changes in currency exchange rates, a Fund may, but will not necessarily, use special techniques such as forward foreign-currency exchange contracts. The use of foreign exchange contracts to reduce foreign-currency exposure can eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. The value of foreign currencies relative to the U.S. dollar fluctuates in response to, among other factors, interest rate changes; intervention (or failure to intervene) by the U.S. or a foreign government, central banks, or supranational entities such as the International Monetary Fund; the imposition of currency controls; and political and regulatory developments in the United States or abroad. Foreign-currency values can decrease significantly both in the short term and over the long term in response to these and other developments.

Debt Securities Risk Fixed-income securities and other income-producing securities are obligations of their issuers to make payments of principal and/or interest on future dates. Income-producing securities may also include preferred stocks, instruments with characteristics of both equity and debt instruments (such as convertible preferred stocks or equity-linked notes), or interests in income-producing trusts, such as income or royalty trusts. As interest rates rise, the values of a Fund’s debt securities or other income-producing investments are likely to fall. This risk is generally greater for obligations with longer maturities. Debt securities and other income-producing securities also carry the risk that the issuer or the guarantor of a security will be unable or unwilling to make timely principal and/or interest payments or otherwise to honor its obligations. This risk is particularly pronounced for lower-quality, high-yielding debt securities. Lower-rated debt securities (commonly known as “high-yield” securities or “junk bonds”) are considered to be of poor standing and predominantly speculative. Securities in the lowest rating categories may have extremely poor prospects of attaining any real investment standing, and some of a Fund’s investments in such securities may be in default. The rating services’ descriptions of securities in the lower rating categories, including their speculative characteristics, are set forth in the Statement of Additional Information. Additional risks that may be part of debt securities risk include the following.

Credit Risk The ability, or perceived ability, of the issuer of a debt security to make timely payments of interest and principal on the security will affect the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Fund owns securities of that issuer or that the issuer will default on its obligations. An actual or perceived deterioration of the ability of an issuer to meet its obligations will likely have an adverse effect on the value of the issuer’s securities. Credit risk is generally greater for investments issued at less than their face values and required to make interest payments only at maturity rather than at intervals during the life of the investment. Credit rating agencies base their ratings largely on the issuer’s historical financial condition and the rating agencies’ investment analysis at the time of rating. The rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition and does not reflect an assessment of an investment’s volatility or liquidity. Although investment-grade investments generally have lower credit risk than investments rated below investment-grade, they may share some of the risks of lower-rated investments, including the possibility that the issuers may be unable to make timely payments of interest and principal and thus default.

Extension Risk During periods of rising interest rates, the average life of certain types of securities may be extended because of slower-than-expected principal payments. This may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security.

Interest Rate Risk The values of bonds and other debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the values of existing debt instruments, and rising interest rates generally reduce the value of existing debt instruments. Interest rate risk is

generally greater for investments with longer durations or maturities. Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, a Fund might have to reinvest the proceeds in an investment offering a lower yield and therefore might not benefit from any increase in value as a result of declining interest rates.

Prepayment Risk A debt security held by a Fund could be repaid or ‘‘called’’ before the money is due, and the Fund may be required to reinvest the proceeds of the prepayment at lower interest rates. Intermediate-term and long-term bonds commonly provide protection against this possibility, but mortgage-backed securities do not. Mortgage-backed securities are more sensitive to the risks of prepayment because they can be prepaid whenever their underlying collateral is prepaid.

Derivatives Risk Derivatives are financial contracts whose values depend on, or derive from, the value of an underlying asset, reference rate, or index. A Fund’s use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, such as liquidity risk, interest rate risk, credit risk, and the risk that a derivative transaction may not have the effect a Fund’s adviser, subadviser, or sub-subadviser, as applicable, anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate, or index. Derivative transactions typically involve leverage and may be highly volatile. Use of derivatives other than for hedging purposes may be considered speculative, and when a Fund invests in a derivative instrument, it could lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. Many derivative transactions are entered into “over the counter” (not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and the willingness of the Fund’s counterparty to perform its obligations under the transaction. A Fund may be required to segregate certain of its assets on the books of its custodian with respect to derivatives transactions entered into by the Fund. See the Statement of Additional Information for more information.

Emerging Market Risk Emerging market countries may have higher relative rates of inflation than developed countries and may be more likely to experience political unrest and economic instability. Many emerging market countries have experienced substantial rates of inflation for many years, which may have adverse effects on the economies and the securities markets of those countries. The result could be expropriation of assets, which could wipe out the entire value of a Fund’s investment in that market. Countries heavily dependent on trade face additional threats from the imposition of trade barriers and other protectionist measures. Emerging market countries have a greater risk than developed countries of currency depreciation or devaluation relative to the U.S. dollar, which could adversely affect any investment made by a Fund.

The securities markets in emerging countries may be less developed than in other countries, causing liquidity and settlement problems, such as delays, and making it harder for a Fund to buy and sell securities. Emerging market debt securities are often rated below investment-grade, which increases the risk of issuer default or bankruptcy. Political and economic turmoil could raise the possibility that trading of securities will be halted.

Equity Securities Risk The market prices of equity securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. The value of a security may decline for a number of reasons that may directly relate to the issuer, such as management performance, financial leverage, non-compliance with regulatory requirements, and reduced demand for the issuer’s goods or services. The values of equity securities also may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. A Fund may continue to accept new subscriptions and to make additional investments in equity securities even under general market conditions that the Fund’s portfolio managers view as unfavorable for equity securities.

Certain Funds may at times have the opportunity to invest in securities offered in initial public offerings (“IPOs”). If RS Investments believes that a particular IPO is very likely to increase in value immediately after the initial offering, it is possible although it will not necessarily be the case that each of the Funds will invest in the IPO, even if the

security is one in which a Fund might not typically otherwise invest. It is possible, however, that a Fund will lose money on an investment in an IPO, even in such a case.

IPOs may not be available to a Fund at all times, and a Fund may not always invest in IPOs offered to it. For example, a Fund may not invest in an IPO if such an offering does not meet the specific investment criteria of that Fund. (In a case such as that described above, where RS Investments believes that a particular IPO is very likely to increase in value immediately after the initial offering, it is possible (although it will not necessarily be the case) that such a Fund would nonetheless invest in that IPO.)

Investments in IPOs may have a substantial beneficial effect on a Fund’s investment performance. A Fund’s investment return earned during a period of substantial investment in IPOs may not be sustained during other periods when the Fund makes more limited, or no, investments in IPOs.

Foreign Securities Risk Investments in foreign securities entail risks not present in domestic investments. Because foreign securities are normally denominated and traded in foreign currencies, the value of a Fund’s assets may be affected favorably or unfavorably by currency exchange rates, exchange control regulations, foreign withholding or other taxes, and restrictions or prohibitions on the repatriation of foreign currencies. There may be less information publicly available about a foreign company than about a U.S. company, and many foreign companies are not subject to accounting, auditing, and financial reporting standards and practices comparable to those in the United States. The securities of some foreign companies are less liquid and at times more volatile than securities of comparable U.S. companies. Foreign brokerage commissions and other fees also are generally higher than in the United States. In addition, there may be a possibility of nationalization or expropriation of assets, imposition of currency exchange controls, confiscatory taxation, political or financial instability, and diplomatic developments that could adversely affect the value of a Fund’s investments in certain foreign countries. A Fund may (but will not necessarily) buy or sell foreign currencies for future delivery and options and futures contracts on foreign currencies for hedging purposes in connection with its foreign investments.

High-yield/Junk Bond Risk The Fund may invest in lower-rated fixed-income securities (commonly known as “high-yield” securities or “junk bonds”). The lower ratings of certain securities held by the Fund reflect a greater possibility that adverse changes in the financial condition of the issuer or in general economic conditions, or both, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make timely payments of interest and principal would likely make the values of securities held by the Fund more volatile and could limit the Fund’s ability to sell its securities at prices approximating the values the Fund had placed on such securities. To the extent the Fund invests in securities in the lower rating categories, the achievement of the Fund’s goals is more dependent on the Fund adviser’s investment analysis than would be the case if the Fund were investing in securities in the higher rating categories.

Index Risk With respect to RS S&P 500 Index Fund, there is no assurance that RS S&P 500 Index Fund will track the performance of the S&P 500® perfectly. The Fund’s ability to track the index may be affected by Fund expenses, the amount of cash and cash equivalents held in RS S&P 500 Index Fund’s portfolio, and the frequency and timing of shareholder purchases and sales of Fund shares. Unlike an actively managed fund, the portfolio manager does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that based upon market and economic conditions, the Fund’s performance could be lower than other types of mutual funds that may actively shift their portfolio assets in order to take advantage of market opportunities or to lessen the impact of a market decline.

Investment Style Risk Different types of securities such as growth style or value style securities tend to shift into and out of favor with investors depending on changes in market and economic conditions. As a result, a Fund’s performance may at times be worse than the performance of other mutual funds that invest more broadly or that have different investment styles.

Issuer Risk The value of a security may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods or services.

Liquidity Risk Liquidity risk exists when particular investments cannot be disposed of quickly in the normal course of business. The ability of a Fund to dispose of such securities at advantageous prices may be greatly limited,

and a Fund may have to continue to hold such securities during periods when the adviser, subadviser, or sub-subadviser, as applicable, would otherwise have sold them. Some securities held by a Fund may be restricted as to resale, and there is often no ready market for such securities. In addition, a Fund, by itself or together with other accounts managed by the applicable adviser, subadviser, or sub-subadviser, as applicable, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Market values for illiquid securities may not be readily available, and there can be no assurance that any fair value assigned to an illiquid security at any time will accurately reflect the price a Fund might receive upon the sale of that security. It is possible that, during periods of extreme market volatility or unusually high and unanticipated levels of redemptions, a Fund may be forced to sell large amounts of securities more quickly than it normally would in the ordinary course of business. In such a case, the sale proceeds received by a Fund may be substantially less than if the Fund had been able to sell the securities in more-orderly transactions, and the sale price may be substantially lower than the price previously used by the Fund to value the securities for purposes of determining the Fund’s net asset value (“NAV”).

Mortgage- and Asset-backed Securities Risk Mortgage-backed securities, including collateralized mortgage obligations and certain stripped mortgage-backed securities, represent a participation in, or are secured by, mortgage loans. Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited. Traditional debt investments typically pay a fixed rate of interest until maturity, when the entire principal amount is due. By contrast, payments on mortgage-backed and many asset-backed investments typically include both interest and partial payment of principal. Principal also may be prepaid voluntarily or as a result of refinancing or foreclosure. A Fund may have to invest the proceeds from prepaid investments in other investments with less attractive terms and yields. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Because the prepayment rate generally declines as interest rates rise, an increase in interest rates will likely increase the duration, and thus the volatility, of mortgage-backed and asset-backed securities. Duration is a measure of the expected life of a fixed-income security that is used to determine the sensitivity of the security’s price to changes in interest rates. Unlike the maturity of a fixed-income security, which measures only the time until final payment is due, duration takes into account the time until all payments of interest and principal on a security are expected to be made, including how those payments are affected by prepayments and by changes in interest rates.

Overweighting Risk Overweighting investments in certain sectors or industries increases the risk that a Fund will suffer a greater loss because of declines in the prices of stocks in those sectors or industries. Price declines may result from factors that affect a particular sector or industry, such as labor shortages or increased production costs, competitive conditions, or negative investor perceptions.

Portfolio Turnover Risk The length of time a Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by a Fund is known as “portfolio turnover.” Portfolio turnover generally involves a number of direct and indirect costs and expenses to a Fund, including, for example, brokerage commissions, dealer mark-ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. Such costs are not reflected in the Funds’ Annual Operating Expenses set forth under “Fees and Expenses” but do have the effect of reducing a Fund’s investment return. Such sales may result in the realization of taxable capital gains including short-term capital gains, which are generally taxed to shareholders at ordinary income tax rates. Portfolio turnover rates for each of the Funds are set forth under “Financial Highlights.”

Security Selection Risk The investment adviser or subadviser, as applicable, must try to determine the proper mix of securities to meet a Fund’s investment objective. It may not properly ascertain the appropriate mix of securities for any particular economic cycle. Also, the timing of movements from one type of security to another could have a negative effect on the overall objective of a Fund.

Small and/or Midsized Companies Risk Small and midsized companies may offer greater opportunities for capital appreciation than larger companies, but they tend to be more vulnerable to adverse developments than larger companies, and investments in such companies may involve certain special risks. Such companies may have limited

product lines, markets, or financial resources and may be dependent on a limited management group. In addition, such companies may have been recently organized and have little or no track record of success. Also, a Fund’s investment adviser or subadviser, as applicable, may not have had an opportunity to evaluate such newer companies’ performance in adverse or fluctuating market conditions. The securities of small and midsized companies may trade less frequently and in smaller volume than more widely held securities. The prices of these securities may fluctuate more sharply than those of other securities, and a Fund may experience some difficulty in establishing or closing out positions in these securities at prevailing market prices. There may be less publicly available information about the issuers of these securities or less market interest in such securities than in the case of larger companies, both of which can cause significant price volatility. Some securities of smaller issuers may be illiquid or may be restricted as to resale.

Tax Risk Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status on municipal bonds held by RS Tax-Exempt Fund.

Underweighting Risk If a Fund underweights its investment in an industry or a sector in relation to a Fund’s benchmark, the Fund will participate in any general increase in the value of companies in that industry or sector less than if it had invested more of its assets in that industry or sector.

Zero-coupon Securities Risk Because they do not pay interest, a Fund’s investments in zero-coupon securities may fluctuate in value more than interest-bearing securities.

Other Investment Strategies and Risks

In addition to the principal investment strategies previously described, the Funds may at times use the following strategies and techniques, which involve certain special risks. This Prospectus does not attempt to disclose all of the various investment techniques and types of securities that RS Investments, the subadviser or the sub-subadviser, as applicable, might use in managing the Funds. As with any mutual fund, investors must rely on the professional investment judgment and skill of the investment advisers. Please see “Investments and Risks” in the Statement of Additional Information for more detailed information about certain of the securities and the investment techniques described in this section and about other strategies and techniques that may be used by the Funds.

American Depository Receipts (ADRs), European Depository Receipts (EDRs), and Global Depository Receipts (GDRs) (RS Core Equity Fund, RS Large Cap Value Fund, RS Small Cap Core Equity Fund, RS Asset Allocation Fund, RS S&P 500 Index Fund, RS International Growth Fund, RS Emerging Markets Fund, and RS High Yield Bond Fund) The Funds may invest in securities of U.S. or foreign companies that are issued or settled overseas in the form of ADRs, EDRs, GDRs, or other similar securities. An ADR is a U.S. dollar–denominated security issued by a U.S. bank or trust company which represents, and may be converted into, a foreign security. An EDR or a GDR is similar but is issued by a non-U.S. bank. Depositary receipts are subject to the same risks as direct investment in foreign securities.

Borrowing (All Funds) The Funds may borrow money for temporary emergency purposes or to facilitate redemptions, and some Funds may borrow as part of their investment strategies. When a Fund borrows for any purpose, it will segregate assets to cover its repayment obligation. The Investment Company Act of 1940 (the “1940 Act”), limits borrowings to 331¤3% of a mutual fund’s total assets (including the amount borrowed).

Cash Position Risk (RS Large Cap Value Fund, RS Core Equity Fund, RS Small Cap Core Equity Fund, and RS High Yield Bond Fund) A Fund may hold any portion of its assets in cash or cash equivalents at any time or for an extended time. A Fund’s investment adviser or subadviser, as applicable, will determine the amount of a Fund’s assets to be held in cash or cash equivalents at its sole discretion, based on such factors as it may consider appropriate under the circumstances. The portion of a Fund’s assets invested in cash and cash equivalents may at times exceed 25% of the Fund’s net assets. To the extent a Fund holds assets in cash and otherwise uninvested, the ability of the Fund to meet its objective may be limited.

Convertible Securities (RS Core Equity Fund, RS Large Cap Value Fund, RS Small Cap Core Equity Fund, RS Asset Allocation Fund, RS S&P 500 Index Fund, RS International Growth Fund, RS Emerging Markets Fund, and RS High Yield Bond Fund) The Funds may invest in convertible securities, which are securities such as debt or

preferred stock, that can be exchanged for a set number of another security (usually common shares) at a predetermined price. Convertible securities are subject to the general risks of investing in debt securities and also to the risks of investing in equity securities.

Credit Derivatives (RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, and RS Tax-Exempt Fund) The Funds may invest in credit derivatives, including credit default swaps and credit default index investments. The Funds may use these investments (i) as alternatives to direct investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure to the corporate credit sector of the fixed-income market, or (iii) for hedging purposes. These investments may create additional investment risks that may subject a Fund to greater volatility than investments in more-traditional securities, as described in the Statement of Additional Information.

Defensive Strategies (All Funds) At times, the adviser or subadviser, as applicable, to a Fund may judge that market conditions make pursuing the Fund’s basic investment strategy inconsistent with the best interests of its shareholders. At such times, the relevant adviser or subadviser may (but will not necessarily), without notice, temporarily use alternative strategies primarily designed to reduce fluctuations in the values of the Fund’s assets. In implementing these defensive strategies, the Fund may hold assets in cash and cash equivalents and in other investments that such adviser or subadviser believes to be consistent with the Fund’s best interests. If such a temporary defensive strategy is implemented, the Fund may not achieve its investment objective.

Dollar Roll and Reverse Repurchase Transactions (RS Asset Allocation Fund, RS Investment Quality Bond Fund, RS Low Duration Bond Fund, and RS High Yield Bond Fund) In a dollar roll transaction, a Fund sells mortgage-backed securities for delivery to the buyer in the current month and simultaneously contracts to purchase similar securities on a specified future date from the same party. The securities to be purchased will be of the same type and have the same interest rate as the sold securities but will be supported by different mortgage pools. In a reverse repurchase agreement transaction, a Fund sells securities to a bank or securities dealer and agrees to repurchase them at an agreed time and price. Both types of transactions create leverage. Whenever a Fund enters into a dollar roll or reverse repurchase transaction, it segregates assets – typically U.S. government securities or liquid, unencumbered securities – whose value equals or exceeds the value of the forward commitment or repurchase obligation on a daily basis.

Exchange-traded Index Securities (RS Core Equity Fund, RS Small Cap Core Equity Fund, RS Large Cap Value Fund, RS Asset Allocation Fund, RS S&P 500 Index Fund, RS International Growth Fund, and RS Emerging Markets Fund) The Funds may invest in exchange-traded index securities, subject to limitations on investment in investment company securities described in the Statement of Additional Information. Exchange-traded index securities generally trade on the American Stock Exchange or New York Stock Exchange (“NYSE”) and are subject to the risk that the general level of stock prices may decline, thereby adversely affecting the value of the investment. These securities generally bear operational expenses, and a Fund that invests in such securities must bear those expenses in addition to its own Fund expenses. The Funds may invest in exchange-traded index securities for cash management purposes and to maintain exposure to the equity market.

Financial Futures Contracts (All Funds except RS Small Cap Core Equity Fund and RS Cash Management Fund) A Fund may enter into financial futures contracts, in which the Fund agrees to buy or sell certain financial instruments on index units on a specified future date based on a projected level of interest rates or the projected performance of a particular security index. RS Large Cap Value Fund, RS International Growth Fund, RS Emerging Markets Fund, and RS High Yield Bond Fund may also enter into contracts for the purchase or sale for future delivery of foreign currencies. If a Fund’s investment adviser, subadviser, or sub-subadviser, as applicable, misjudges the direction of interest rates, markets, or foreign exchange rates, the Fund’s overall performance could suffer. The risk of loss could be far greater than the investment made because a futures contract requires only a small deposit to take a large position. A small change in a financial futures contract could have a substantial impact, favorable or unfavorable.

Forward Foreign-currency Exchange Contracts (RS Core Equity Fund, RS Large Cap Value Fund, RS Small Cap Core Equity Fund, RS Asset Allocation Fund, RS International Growth Fund, RS Emerging Markets Fund, and RS High Yield Bond Fund) The Funds may use these contracts to expedite the settlement of portfolio transactions or to try to manage the risk of changes in currency exchange rates. A forward foreign-currency exchange contract is an

agreement to exchange a specified amount of U.S. dollars for a specified amount of a foreign currency on a specific date in the future. The outcome of this transaction depends on the ability of the investment adviser, subadviser, or sub-subadviser, as applicable, to predict how the U.S. dollar will fare against the foreign currency.

Illiquid Securities and Exempt Commercial Paper (All Funds except RS S&P 500 Index Fund) Illiquid securities are either not readily marketable at their approximate value within seven days, are not registered under the federal securities laws (unless they are exempt from registration, as noted in the following paragraph), or are otherwise viewed as illiquid by the Securities and Exchange Commission. Repurchase agreements that mature in more than seven days, certain variable-rate master demand notes, and over-the-counter options are treated as illiquid securities. The absence of trading can make it difficult to value or dispose of illiquid securities. It can also adversely affect a Fund’s ability to calculate its NAV or manage its portfolio. The Statement of Additional Information sets out the upper limit for each Fund’s investments in illiquid securities. The Securities and Exchange Commission currently limits investments in illiquid securities to 15% of net assets (10% of assets for money market funds).

Some securities that are not registered under federal securities laws nonetheless are eligible for resale to institutional investors and may be treated by the Funds as liquid. If the Fund’s investment adviser, subadviser, or sub-subadviser, as applicable, determines that these securities are liquid under guidelines adopted by the Board of Trustees, they may be purchased without regard to the illiquidity limits in the Statement of Additional Information. Similarly, the Funds typically treat commercial paper issued in reliance on an exemption from registration under federal securities laws as liquid.

Options (All Funds except RS Small Cap Core Equity Fund and RS Cash Management Fund) The Funds may purchase or sell options to buy or sell securities, indexes of securities, financial futures contracts or, with respect to RS Large Cap Value Fund, RS International Growth Fund, RS Emerging Markets Fund, and RS High Yield Bond Fund, foreign currencies, and foreign-currency futures. The owner of an option has the right to buy or sell the underlying instrument at a set price by a specified date in the future. The Funds may, but are not required to, use options to attempt to minimize the risk of the underlying investment and to manage exposure to changes in foreign currencies. However, if the investment adviser or subadviser, as applicable, misjudges the direction of the market for a security, a Fund could lose money by using options - more money than it would have lost by investing directly in the security.

Payment-in-kind Securities (“PIKs”) (RS High Yield Bond Fund) The Funds may purchase PIKs. These are debt securities that make periodic interest payments in additional securities.

Portfolio Turnover Risk (RS Core Equity Fund, RS S&P 500 Index Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, and RS Cash Management Fund) The length of time a Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by a Fund is known as “portfolio turnover.” Portfolio turnover generally involves a number of direct and indirect costs and expenses to a Fund, including, for example, brokerage commissions, dealer mark-ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. Such costs are not reflected in the Funds’ annual operating expenses but do have the effect of reducing a Fund’s investment return. To the extent that a Fund’s shares are held by an asset allocation fund, reallocations of the asset allocation fund’s investments may cause the Fund to have to sell portfolio securities to honor redemption requests or invest large amounts of cash at times when it would not otherwise do so, which could have adverse effects on the Fund’s performance and increase transaction costs.

REITs (RS Core Equity Fund, RS Small Cap Core Equity Fund, RS Large Cap Value Fund, RS Asset Allocation Fund, RS S&P 500 Index Fund, RS International Growth Fund, and RS Emerging Markets Fund) The Funds may invest in real estate investment trusts (REITs). In a REIT, investments in a variety of real estate assets are pooled together so that shareholders receive income from rents and capital gains upon the sale of the underlying assets. Investments may be made in income-producing property or real estate loans, such as mortgages. The risks associated with investments in REITs are similar to those associated with direct investments in real estate, including volatility in the housing market or other adverse economic conditions that affect real estate investments.

Repurchase Agreements (All Funds) The Funds may enter into repurchase agreements. These transactions must be fully collateralized at all times but involve some risk to a Fund if the other party should default on its obligations and the Fund is delayed or prevented from recovering the collateral.

Risk of Substantial Redemptions (All Funds except RS Cash Management Fund) If substantial numbers of shares in a Fund were to be redeemed at the same time or at approximately the same time, the Fund might be required to liquidate a significant portion of its investment portfolio quickly to meet the redemptions. A Fund might be forced to sell portfolio securities at prices or at times when it would otherwise not have sold them, resulting in a reduction in the Fund’s NAV per share; in addition, a substantial reduction in the size of a Fund may make it difficult for the adviser, subadviser, or sub-subadviser, as applicable, to execute its investment program successfully for the Fund for a period following the redemptions. Similarly, the prices of the portfolio securities of a Fund might be adversely affected if one or more other investment accounts managed by the adviser, subadviser, or sub-subadviser, as applicable, in an investment style similar to that of the Fund were to experience substantial redemptions and those accounts were required to sell portfolio securities quickly or at an inopportune time.

Securities Lending (All Funds) The Funds may lend their portfolio securities to securities dealers, banks, and other institutional investors to earn additional income. These transactions must be continuously secured by collateral, and the securities loaned must be marked-to-market daily. A Fund generally continues to receive all interest earned or dividends paid on the loaned securities. The aggregate market value of securities of any Fund loaned will not at any time exceed one-third (or such other lower limit as the Trustees may establish) of the total assets of the Fund.

When-issued or Delayed-delivery Transactions (RS Small Cap Core Equity Fund, RS International Growth Fund, RS Emerging Markets Fund, RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, RS Tax-Exempt Fund, and RS Asset Allocation Fund) A Fund may commit to purchase or sell particular securities, with payment and delivery to take place at a future date. These are known as when-issued or delayed-delivery transactions. If the counterparty fails to deliver a security the Fund has purchased on a when-issued or delayed-delivery basis, there could be a loss as well as a missed opportunity to make an alternative investment.

Zero-coupon Bonds (RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS Asset Allocation Fund, RS High Yield Bond Fund, and RS Tax-Exempt Fund) The Funds may invest in zero-coupon bonds. These bonds do not pay interest but instead are sold at a deep discount relative to their face value and interest becomes due only at maturity. Because zero-coupon securities do not pay interest, they fluctuate in value more than other interest-bearing securities. When interest rates rise, the values of zero-coupons fall more rapidly than securities paying interest on a current basis because the zero-coupons are locked into rates of reinvestment that become less attractive the farther rates rise. The converse is true when interest rates fall.

Other New financial products and risk management techniques continue to be developed. Each Fund may use these instruments and techniques to the extent consistent with its investment objective or regulatory and federal tax considerations.

Note Regarding Percentage Limitations All percentage limitations on investments in this Prospectus will apply at the time of investment and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of the investment. (As a result, the actual investments making up a Fund’s portfolio may not at a particular time comport with any such limitation due to increases or decreases in the values of securities held by the Fund.) With respect to a Fund whose name suggests that the Fund focuses its investments in a particular type of investment or investments, or in investments in a particular industry or group of industries, and has adopted a policy under Rule 35d-1 under the 1940 Act, such Fund’s policy to invest at least 80% of its net assets (95% in the case of RS S&P 500 Index Fund) in certain investments may be changed by the Trustees upon at least 60 days’ prior written notice to shareholders. References in the discussion of these Funds’ investment policies to 80% of the Fund’s net assets (95% in the case of RS S&P 500 Index Fund) refer to that percentage of the aggregate of the Fund’s net assets and the amount, if any, of borrowings by the Fund for investment purposes.

Management of the Funds

RS Investment Management Co. LLC (“RS Investments”), a Delaware limited liability company, 388 Market Street, Suite 1700, San Francisco, CA 94111, is the investment adviser for each of the Funds. RS Investments or its investment advisory affiliates have been managing mutual fund investments since 1987. GIS owns a majority of the outstanding interests in RS Investments.

Subject to such policies as the Trustees may determine, RS Investments furnishes a continuing investment program for the Funds and makes investment decisions on their behalf. With respect to Funds where a subadviser has been retained to provide advisory services to that Fund, the subadviser provides a continuing investment program for the Fund and makes investment decisions on their behalf, subject to the general oversight of RS Investments. The Trust pays all expenses not assumed by RS Investments, including, among other things, Trustees’ fees and auditing, accounting, legal, custodial, investor servicing, and shareholder reporting expenses.

RS Investments or a Fund’s subadviser, or sub-subadviser, as applicable, places all orders for purchases and sales of the Fund’s investments. In selecting broker-dealers, RS Investments, or the subadviser, or the sub-subadviser, as applicable, may consider research and brokerage services furnished to it and its affiliates.

It is possible that RS Investments, a Fund’s subadviser, or sub-subadviser, or their affiliates or clients may hold securities issued by the same issuers and may, in some cases, have acquired the securities at different times, on more-favorable terms, or at more-favorable prices than a Fund.

RS Investments or a Fund’s subadviser or sub-subadviser may manage other accounts with investment objectives and policies similar to those of the Funds, which pay fees at rates lower than the fees paid by the Funds. For the advisory fee rate payable by the Funds to RS Investments, please see the management fees set forth under the foregoing “Annual Fund Operating Expenses” table for each Fund. A discussion regarding the bases for the Board of Trustees’ approval of the investment advisory agreements, the subadvisory agreements and the sub-subadvisory agreements for the Funds will be available in the Funds’ Annual Report to Shareholders for the fiscal year ending December 31, 2006.

Guardian Investor Services LLC (“GIS”) serves as investment subadviser for each of RS S&P 500 Index Fund, RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, RS Tax-Exempt Fund, RS Cash Management Fund, and RS Asset Allocation Fund. GIS is responsible for the day-to-day investment management of the seven Funds, which includes buying and selling securities, choosing brokers-dealers (including broker-dealers that may be affiliated with GIS), and negotiating commissions. GIS and its predecessor have provided investment advisory services since 1968. GIS is a Delaware limited liability company organized in 2001 as successor to Guardian Investor Services Corporation, a New York corporation organized in 1968. GIS is a subsidiary of The Guardian Life Insurance Company of America, a New York mutual insurance company (“Guardian Life”). GIS is located at 7 Hanover Square, New York, New York 10004. GIS is the underwriter and the distributor of each of the Funds’ shares and of variable annuity and variable life insurance contracts issued by The Guardian Insurance & Annuity Company, Inc. (“GIAC”).

UBS Global Asset Management (Americas) Inc. (“UBS Global AM”) serves as investment subadviser for RS Large Cap Value Fund. UBS Global AM is a Delaware corporation and an investment management firm, located at One North Wacker Drive, Chicago, IL 60606. UBS Global AM is responsible for the day-to-day investment management of the Fund, which includes buying and selling securities, choosing broker-dealers (including broker-dealers that may be affiliated with UBS Global AM) and negotiating commissions. UBS Global AM, a wholly owned indirect subsidiary of UBS AG, is a member of the UBS Global Asset Management business group of UBS AG. UBS AG is an internationally diversified organization headquartered in Basel and Zurich, Switzerland, with operations in many areas of the financial services industry.

Guardian Baillie Gifford Limited (“GBG”) and Baillie Gifford Overseas Limited (“BG Overseas”) serve as the investment subadviser and the sub-subadviser, respectively, for RS International Growth Fund and RS Emerging Markets Fund. GBG is an investment management company based in Edinburgh, Scotland. BG Overseas is responsible for the day-to-day investment management of the two Funds, which includes buying and selling securities, choosing brokers and negotiating commissions. Guardian Life owns 51% of GBG, and the remaining 49% is owned by BG Overseas. GBG has been providing investment advisory services since 1991. BG Overseas is wholly owned by a Scottish investment company, Baillie Gifford & Co. Founded in 1908, Baillie Gifford & Co. manages money for institutional clients primarily within the United Kingdom. It is one of the largest independently owned investment management firms in the United Kingdom. GBG is regulated by the Financial Services Authority, an independent regulator of investment advisory firms. GBG, BG Overseas, and Baillie Gifford & Co. are located at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland.

Administrative Services RS Investments provides administrative services to each of the Funds pursuant to the investment advisory agreement with the Funds. GIS provides subadministrative services to each of the Funds.

Legal Matters

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’ frequent trading of shares of RS Emerging Growth Fund, a series of the Trust, 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 Funds in a manner to be determined by an independent consultant. The settlement agreement with the NYAG also requires RS Investments to reduce its management fee for certain 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.

G. Randall Hecht, the former co-president of the Trust and the former chairman of the Board of Trustees of the Trust, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Hecht agreed, among other things, to pay a civil money penalty, to not serve as a Trustee of the Trust for a period of five years, and to limit his duties with RS Investments (of which he was chairman) for 12 months.

Steven M. Cohen, the former treasurer of the Trust and the former chief financial officer of RS Investments, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Cohen agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or registered investment company for nine months and from serving as an officer or a director of any investment company or investment adviser for an additional two years. In addition, in accordance with the settlements, Mr. Cohen resigned as an officer and employee of RS Investments.

RSIM L.P. and Messrs. Hecht and Cohen neither admit nor deny the findings set forth in the SEC Order, and RSIM L.P. neither admits nor denies 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 not any of the RS funds will bear all the costs of complying with the settlements, including payments of disgorgement and civil penalties (except those paid by Messrs. Hecht and Cohen individually), and the 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 Funds.

After the announcement of those settlements, three related civil lawsuits commenced. These lawsuits were consolidated into one proceeding in the U.S. District Court for the District of Maryland on April 19, 2005 (In re Mutual Funds Investment Litigation, Case No. 04-MD-15863-JFM). The district court appointed a lead plaintiff, and a consolidated complaint was filed. The consolidated complaint, brought on behalf of a purported class of investors in RS funds between October 6, 1999, and October 5, 2004, seeks compensatory damages and other related relief. The complaint names RS Investments, RS Investment Management, Inc., RSIM L.P., the Trust, and certain current or former Trustees, subadvisers, employees, and officers of the Trust or RSIM L.P. as defendants. It generally tracks 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), 36(b) and 48(a) of the 1940 Act and breached fiduciary duties to investors. The consolidated lawsuit further alleges 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.

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 the Trust.

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 does not believe that the pending consolidated action will materially affect its ability to continue to provide to the 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 Funds.

Portfolio Managers

Howard W. Chin (GIS) has been a co-portfolio manager of RS Investment Quality Bond Fund since 1998* and of RS Low Duration Bond Fund since 2003.* Mr. Chin has been a managing director of Guardian Life since 1997. He also manages part of the fixed income assets of Guardian Life and fixed income assets for other GIS subsidiaries. Prior to joining Guardian Life as a managing director in 1997, Mr. Chin spent four years as a strategist at Goldman Sachs & Company. Mr. Chin earned a B.S. in engineering from Polytechnic Institute of New York and an M.B.A. from the University of California at Berkley.

Thomas M. Cole (UBS) has been a member of the investment management team of the RS Large Cap Value Fund since its inception.* Mr. Cole is the director of research for the Fund’s investment team, responsible for overseeing the analyst team that provides the investment research on the large cap markets that is used in making the security selections for the Fund’s portfolio. Mr. Cole is head of research – North American equities and a managing director of UBS Global AM, where he has been an investment professional since 1995. He received a B.B.A. and an M.B.A. from the University of Wisconsin. Mr. Cole is also a Chartered Financial Analyst.

Robert J. Crimmins, Jr. (GIS) has been a co-portfolio manager of RS Investment Quality Bond Fund and of RS Low Duration Bond Fund since 2004.* Mr. Crimmins has been a senior director of Guardian Life since March 2001. Prior to March 2001, Mr. Crimmins was an assistant vice president of fixed income investments of Guardian Life. Mr. Crimmins holds a B.A. in Finance from St. John’s University and an M.B.A from Fordham University.

Thomas Digenan (UBS) has been a member of the investment management team of the RS Large Cap Value Fund since its inception.* Mr. Digenan, together with Scott Hazen, is the primary strategist for the investment team, responsible for providing cross-industry and risk management assessments for portfolio construction for the Funds. Mr. Digenan has been a North American equity strategist at UBS Global AM since 2001 and is an executive director of UBS Global AM. Prior to joining UBS Global AM in 1993, Mr. Digenan was a senior manager in the tax department at KPMG Peat Marwick. He earned a B.S. at Marquette University and an M.S.T. from DePaul University. Mr. Digenan is also a Chartered Financial Analyst.

Manind V. Govil (RS Investments) has managed RS Core Equity Fund since 2005.* Mr. Govil joined RS Investments in October 2006 in connection with GIS’s acquisition of an interest in RS Investments. Prior to October 2006, Mr. Govil served as the head of equity investments at Guardian Life since August 2005. From 2001 to August 2005, Mr. Govil served as the lead portfolio manager – large cap blend/core equity, co-head of equities and head of equity research at Mercantile Capital Advisers. Prior to 2001, Mr. Govil was lead portfolio

manager core equity, at Mercantile. Mr. Govil received a BCom degree from the University of Bombay, India, and an M.B.A. from the University of Cincinnati and is a Chartered Financial Analyst.

Alexander M. Grant, Jr. (GIS) has managed RS Tax-Exempt Fund since 1993 and RS Cash Management Fund since 1986.* Mr. Grant has been managing director of Guardian Life since 1999 and has managed Guardian Life’s tax-exempt assets since 1993. He holds a B.A. in English from State University of New York at Buffalo.

Scott Hazen (UBS) been a member of the investment management team of RS Large Cap Value Fund since 2004.* Mr. Hazen, together with Mr. Digenan, is the primary strategist for the investment team, responsible for providing cross-industry and risk management assessments for portfolio construction for the Funds. Mr. Hazen has been a North American equity strategist at UBS Global AM since 2004 and is an executive director of UBS Global AM. From 1992 to 2004, Mr. Hazen was a client service and relationship management professional with UBS Global AM. Mr. Hazen earned a B.B.A. from the University of Notre Dame and an M.B.A. from the University of Chicago. Mr. Hazen is also a Chartered Financial Analyst.

Edward H. Hocknell (BG) has managed RS Emerging Markets Fund since 1997.* In this role, Mr. Hocknell works with the investment management teams at BG Overseas, who make the securities selections for the Fund, and an investment policy committee of the firm, which reviews geographical allocations. Mr. Hocknell, as coordinator, has responsibility for reviewing the overall composition of the Fund’s portfolio to ensure its compliance with its stated investment objective and strategies. Mr. Hocknell is a director of BG Overseas and a partner of Baillie Gifford & Co., where he has worked since 1987. He holds a B.A. from Oxford University.

Jonathan C. Jankus (GIS) has been a co-portfolio manager of RS Asset Allocation Fund and of RS S&P 500 Index Fund since 1999.* Mr. Jankus joined Guardian Life in 1995 and has been a managing director of Guardian Life since March 1998. He received a B.A. in mathematics from Queens College, an M.S. in investment management from Pace University, an M.S. in computer science from Polytechnic Institute of New York, and an M.A. in mathematics from Columbia University. Mr. Jankus is a Chartered Financial Analyst.

Stewart M. Johnson (GIS) has been a co-portfolio manager of RS Asset Allocation Fund and of RS S&P 500 Index Fund since 2004.* Mr. Johnson has been a senior director of Guardian Life since January 2002. Mr. Johnson was second vice president, Investment Information Systems at Guardian Life, from December 2000 to January 2002. Mr. Johnson received a B.A. in mathematics from City College of New York. He is also a Chartered Financial Analyst.

John Leonard (UBS) been a member of the investment management team of RS Large Cap Value Fund since its inception.* Mr. Leonard serves as the head of the Fund’s investment team and is responsible for overseeing the other members of the team, leading the portfolio construction process and reviewing the overall composition of the Fund’s portfolio to ensure compliance with its stated investment objectives and strategies. Mr. Leonard is the head of North American equities and the deputy global head of equities at UBS Global AM. Mr. Leonard is also a Managing Director of UBS Global AM and has been an investment professional with UBS Global AM since 1991. Prior to joining UBS Global AM in 1991, Mr. Leonard worked as an investment manager at a real estate management company. He holds an A.B. from Dartmouth College and an M.B.A. from the University of Chicago. Mr. Leonard is a Chartered Financial Analyst.

R. Robin Menzies (BG) has managed RS International Growth Fund since 1993.* In this role, Mr. Menzies works with the investment management teams at BG Overseas, which make the securities selections for the Fund, and an investment policy committee of BG Overseas, which reviews geographical allocations. Mr. Menzies, as coordinator, has responsibility for reviewing the overall composition of the Fund’s portfolio to ensure its compliance with its stated investment objective and strategies. Mr. Menzies is a director of BG Overseas and a partner of Baillie Gifford & Co., where he has worked since 1976. He received a B.A. in engineering and law from Cambridge University.

Ho Wang (GIS) has managed RS High Yield Bond Fund since April 2006.* Before joining Guardian Life as a managing director in March 2006, Mr. Wang served as senior portfolio manager, high yield for seven years at Muzinich & Co., Inc., managing a high-yield total return portfolio. He earned a B.A. in political science and economics from Queens College and an M.B.A. from St. John’s University.

Matthew P. Ziehl (RS Investments) has managed the RS Small Cap Core Equity Fund since 2002.* Mr. Ziehl joined RS Investments in October 2006 in connection with GIS’s acquisition of an interest in RS Investments. From December 2001 to October 2006, Mr. Ziehl served as a Managing Director at Guardian Life. Prior to joining Guardian Life, Mr. Ziehl was a Team Leader with Salomon Brothers Asset Management, Inc. for small growth portfolios since January 2001, and a Co-Portfolio Manager of Salomon Brothers Small Cap Growth Fund since August 1999. He holds a B.A. in Political Science from Yale University and an M.B.A. from New York University. Mr. Ziehl is also a Chartered Financial Analyst.

* Includes service as a portfolio manager or co-portfolio manager, as applicable, of the Fund’s Predecessor Fund for periods prior to October 9, 2006, the commencement of operations of the Fund.

The Statement of Additional Information provides further information about the portfolio managers, including information regarding their compensation, other accounts they manage, and any ownership interests they may have in the Funds. For information about how to receive a copy of the Statement of Additional Information, please see the back cover of this Prospectus.

Types of Shares Available

Class A, Class B, Class C, and Class K shares are offered in this Prospectus. For each class, expenses and sales charges vary. Not all Funds offer all classes of shares.

Expenses There are two types of expenses related to mutual funds: expenses you pay directly (called a sales charge) and expenses that are deducted from fund assets.

Expenses You Pay Directly There is a one-time charge that you may pay upon either purchase or sale of Class A, Class B, or Class C shares of a Fund. At purchase it is called an initial sales charge; at sale, a deferred sales charge. These charges provide compensation to Guardian Investor Services LLC, the Fund’s principal underwriter (“GIS”), in connection with the sale of the Fund’s shares to you. They do not cover any fee your broker or agent may charge you for helping you buy your Funds.

Expenses You Pay Through the Funds The costs of managing and administering a Fund are spread among shareholders of each class of shares. These operating costs cover such things as investment management, distribution (12b-1 fees) and shareholder servicing, custody, auditing, and administrative expenses, and fees and expenses of Trustees.

Distribution Arrangements and Rule 12b-1 Fees To compensate GIS for the services it provides and for the expenses it bears in connection with the distribution of Fund shares, the Class A, Class B, Class C, and Class K shares of the Fund make payments to GIS under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). The Plan is a compensation plan that provides for payments at annual rates (based on average daily net assets) of 0.25% on Class A shares, 1.00% on Class B and Class C shares, and 0.65% on Class K shares. Because Rule 12b-1 fees are paid out of the Funds’ Class A, Class B, Class C, and Class K assets on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales charges. For example, the higher Rule 12b-1 fees for Class B, Class C, and Class K shares may cost you more over time than paying the initial sales charge for Class A shares. Because Class C and Class K shares, unlike Class B shares, do not convert to Class A shares, Class C and Class K shares may cost you more over time than Class B shares. All shareholders of Class A, Class B, Class C, and Class K share in the expense of Rule 12b-1 fees paid by the Fund; however, because these shareholders hold their shares through varying arrangements (for example, directly or through financial intermediaries), they may not share equally in the benefits of the Plan.

In addition to payments under the Plan, certain of the Funds reimburse GIS for payments GIS makes to financial intermediaries that provide certain administrative and account maintenance services. The amount of the reimbursement is calculated in a manner approved by the Trustees and is reviewed by the Trustees periodically.

activities include the promotion of Fund shares and/or the servicing of shareholder accounts. GIS pays out of the amounts it receives from the Funds pursuant to the Plan any amounts payable in respect of expenses incurred by RS Investments, GIS, or third parties, in respect of the marketing, distribution, or promotion of the Funds or the servicing of shareholder accounts; provided, however, that if there is an inadequate amount under the Plan to make payments in full to third parties, RS Investments, and GIS, the amounts shall be applied first to pay in full any third party and then allocated on a pari passu basis between RS Investments and GIS.

During some periods, fees paid under the Plan may be insufficient to pay GIS and RS Investments fully for their promotional expenses. In such cases, GIS and RS Investments will be paid to the extent of any excess of amounts received under the Plan in future periods. Such payment will, first, be paid to GIS and RS Investments on a pari passu basis, and then to RS Investments.

Because the Funds pay distribution and other fees for the sale of their shares and for services provided to shareholders out of the Funds’ assets on an ongoing basis, over time those fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

A Fund may pay distribution fees and other amounts described in this Prospectus at a time when shares of that Fund are unavailable for purchase.

Payments to Financial Intermediaries Financial intermediaries are firms that, for compensation, sell shares of mutual funds, including the Funds, and/or provide certain administrative and account maintenance services to mutual fund shareholders. Financial intermediaries may include, among others, brokers, financial planners or advisors, banks, and insurance companies.

In some cases, a financial intermediary may hold its clients’ Fund shares in nominee or street name. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things: processing and mailing trade confirmations, periodic statements, prospectuses, annual reports, semiannual reports, shareholder notices, and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations.

The compensation paid by GIS to a financial intermediary is typically paid continually over time, during the period when the intermediary’s clients hold investments in the Funds. The amount of continuing compensation paid by GIS to different financial intermediaries for distribution and/or shareholder services varies. In most cases, the compensation is paid at an annual rate ranging from 0.10% to 0.35% of the value of the financial intermediary’s clients’ investments in the Funds. In some cases, the compensation may be paid at higher annual rates of up to 0.45% of an intermediary’s clients’ assets in the Funds; this additional amount may, but will not necessarily, reflect enhanced or additional services provided by the intermediary.

GIS and its affiliates, at their own expense and out of their own assets, may also provide other compensation to financial intermediaries in connection with sales of the Funds’ shares or the servicing of shareholders or shareholder accounts. Such compensation may include, but is not limited to, financial assistance to financial intermediaries in connection with conferences, sales, or training programs for their employees, seminars for the public, advertising or sales campaigns, or other financial intermediary-sponsored special events. In some instances, this compensation may be made available only to certain financial intermediaries whose representatives have sold or are expected to sell significant amounts of shares. Dealers may not use sales of the Funds’ shares to qualify for this compensation to the extent prohibited by the laws or rules of any state or any self-regulatory agency, such as the National Association of Securities Dealers, Inc.

If payments to financial intermediaries by the distributor or adviser for a particular mutual fund complex exceed payments by other mutual fund complexes, your financial advisor and the financial intermediary employing him or her may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and his or her firm by GIS and its affiliates, and by sponsors of other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase.

Choosing a Share Class You can choose from up to four share classes when you purchase a Fund: Class A, Class B, Class C, or Class K, although Class K shares are available only to certain institutional investors or qualified retirement plans, such as 401(k) plans. Not all Funds offer all classes of shares.

The different share classes have different expense structures. You should choose the cost structure that best meets your needs. Some factors to consider are: the amount you plan to invest, the time period before you expect to sell your shares, and whether you might invest more money in the Funds in the future.

When you buy Class A shares, the initial sales charge is deducted from the amount you invest, unless you qualify for an initial sales charge waiver (which could make you subject to a contingent deferred sales charge (CDSC) in some cases). This means that less money will be invested in the Fund immediately. Class B and Class C shares do not have initial sales charges, but you may pay a contingent deferred sales charge (CDSC) if you sell your shares, and you will have higher ongoing operating expenses than you would with Class A shares. You should also bear in mind that Class B shares automatically convert to Class A shares after approximately eight years. Class C and Class K shares do not convert to another class.

The chart below summarizes the features of the different share classes. This chart is only a general summary, and you should read the description of each Fund’s expenses in each Fund’s summary in this Prospectus. You should also consider the effects of any available sales charge waivers.

	Minimum Initial/Subsequent Purchase Amount	Maximum Purchase Amount	Maximum Initial Sales Charge	Maximum CDSC(3)	Annual 12b-1 Fee
Class A Shares	$5,000/$100(1)	None	4.75%(2)	None(4)	0.25%
Class B Shares	$5,000/$100(1)	$100,000	None	3.00%, declining to zero over 6 years(5)	1.00%
Class C Shares	$5,000/$100(1)	$1,000,000	None	1.00%, if shares are redeemed within 1 year of purchase	1.00%
Class K Shares	$1,000/None	None	None	None	0.65%

(1) A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount applies for Individual Retirement Accounts (IRAs), gift/transfer to minor accounts, automatic investment plans, and qualified retirement plans. A $25 minimum initial and subsequent purchase amount applies for Payroll Deduction Accounts.

(2) As discussed below, initial sales charges with respect to sales of Class A shares may be waived in certain circumstances.

(3) The CDSC is imposed on the original purchase price of the shares or the current value of the shares you are selling, whichever is less. Reinvested dividends and capital gains, and amounts attributable to capital appreciation of your shares, are not subject to the contingent deferred sales charge.

(4) A CDSC of 1.00% applies if Class A share purchases of $1 million or more are sold within 18 months of purchase, subject to waivers described in the Statement of Additional Information. Certain distributions will not be subject to the CDSC, such as the return of excess contributions, loans and required minimum distributions under the Internal Revenue Code of 1986. Please see the Statement of Additional Information for details.

(5) Class B shares automatically convert to Class A shares after approximately eight years.

The minimum purchase amount may be waived by GIS (as distributor), RS Investments, or the Trust for specific investors or types of investors, including, without limitation, retirement plans, employees of RS Investments and its affiliates and their family members, and Trustees of the Trust and their family members. The Trust or RS Investments may change or waive the minimum purchase amounts at any time, or from time to time, in its discretion.

RS Investments reserves the right to redeem shares in any account with a value of less than $2,000 due to shareholder redemptions. You will be allowed 60 days to make an additional investment to meet the minimum

balance before the account is liquidated. The account balance minimum does not apply to IRAs or other retirement accounts, Coverdell Education Savings Accounts, Uniform Gifts/Transfers to Minors Act accounts, or Systematic Savings accounts.

Class A Shares All of the Funds offer Class A shares. When you buy Class A shares, you pay an initial sales charge at the time of your investment which is included in the offering price. This fee is deducted from the amount you invest, and the remainder of your money is used to buy shares in the Fund. In addition, Class A shares are also subject to a 12b-1 fee. The 12b-1 fee associated with Class A shares is lower than the 12b-1 fees associated with Class B, Class C, or Class K shares. You may qualify for a reduction of the initial sales charge based on the amount you invest, or you may be eligible to have the initial sales charge waived under certain circumstances. Please see the tables below for details.

For RS Core Equity Fund, RS Large Cap Value Fund, RS Small Cap Core Equity Fund, RS Asset Allocation Fund, RS International Growth Fund, and RS Emerging Markets Fund:

AMOUNT OF PURCHASE PAYMENT	SALES CHARGE AS A % OF OFFERING PRICE		SALES CHARGE AS A % OF NET AMOUNT INVESTED		COMMISSION AS A % OF OFFERING PRICE		CONCESSION TO DEALERS AS A % OF OFFERING PRICE(2)
Less than $50,000	4.75	%	4.99	%	4.25	%	4.25	%
$50,000 to $99,999	4.50	%	4.71	%	4.00	%	4.00	%
$100,000 to $249,999	3.50	%	3.63	%	3.00	%	3.00	%
$250,000 to $499,999	2.50	%	2.56	%	2.00	%	2.00	%
$500,000 to $749,999	2.00	%	2.04	%	1.60	%	1.60	%
$750,000 to $999,999	1.50	%	1.52	%	1.20	%	1.20	%
$1,000,000 or more(1)	None		None		None		None

(1) If you purchase $1 million worth of shares or more, you will pay no initial sales charge. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a contingent deferred sales charge (CDSC) of 1.00% of the value of the Class A shares sold or the total cost of such shares, whichever is less, subject to waivers described in the Statement of Additional Information.

(2) GIS or its affiliates may pay special compensation from time to time.

For RS S&P 500 Index Fund:

AMOUNT OF PURCHASE PAYMENT	SALES CHARGE AS A % OF OFFERING PRICE		SALES CHARGE AS A % OF NET AMOUNT INVESTED		COMMISSION AS A % OF OFFERING PRICE		CONCESSION TO DEALERS AS A % OF OFFERING PRICE(2)
Less than $50,000	3.00	%	3.09	%	2.75	%	2.75	%
$50,000 to $99,999	2.75	%	2.83	%	2.50	%	2.50	%
$100,000 to $249,999	2.50	%	2.56	%	2.25	%	2.25	%
$250,000 to $499,999	2.00	%	2.04	%	1.75	%	1.75	%
$500,000 to $749,999	1.75	%	1.78	%	1.50	%	1.50	%
$750,000 to $999,999	1.50	%	1.52	%	1.25	%	1.25	%
$1,000,000 or more(1)	None		None		None		None

(1) If you purchase $1 million worth of shares or more, you will pay no initial sales charge. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a CDSC of 1.00% of the value of the Class A shares sold or the total cost of such shares, whichever is less, subject to waivers described in the Statement of Additional Information.

(2) GIS or its affiliates may pay special compensation from time to time.

For RS Investment Quality Bond Fund, RS High Yield Bond Fund, and RS Tax-Exempt Fund:

AMOUNT OF PURCHASE PAYMENT	SALES CHARGE AS A % OF OFFERING PRICE		SALES CHARGE AS A % OF NET AMOUNT INVESTED		COMMISSION AS A % OF OFFERING PRICE		CONCESSION TO DEALERS AS A % OF OFFERING PRICE(2)
Less than $99,999	3.75	%	3.90	%	3.25	%	3.25	%
$100,000 to $249,999	3.50	%	3.63	%	3.00	%	3.00	%
$250,000 to $499,999	2.50	%	2.56	%	2.00	%	2.00	%
$500,000 to $749,999	2.00	%	2.04	%	1.60	%	1.60	%
$750,000 to $999,999	1.50	%	1.52	%	1.20	%	1.20	%
$1,000,000 or more(1)	None		None		None		None

(1) If you purchase $1 million worth of shares or more, you will pay no initial sales charge. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a CDSC of 1.00% of the value of the Class A shares sold or the total cost of such shares, whichever is less, subject to waivers described in the Statement of Additional Information.

(2) GIS or its affiliates may pay special compensation from time to time.

For RS Low Duration Bond Fund:

AMOUNT OF PURCHASE PAYMENT	SALES CHARGE AS A % OF OFFERING PRICE		SALES CHARGE AS A % OF NET AMOUNT INVESTED		COMMISSION AS A % OF OFFERING PRICE		CONCESSION TO DEALERS AS A % OF OFFERING PRICE(2)
Less than $99,999	2.25	%	2.30	%	2.00	%	2.00	%
$100,000 to $499,999	2.00	%	2.04	%	1.75	%	1.75	%
$500,000 to $749,999	1.75	%	1.78	%	1.50	%	1.50	%
$750,000 to $999,999	1.50	%	1.52	%	1.25	%	1.25	%
$1,000,000 or more(1)	None		None		None		None

(1) If you purchase $1 million worth of shares or more, you will pay no initial sales charge. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a CDSC of 1.00% of the value of the Class A shares sold or the total cost of such shares, whichever is less, subject to waivers described in the Statement of Additional Information.

(2) GIS or its affiliates may pay special compensation from time to time.

There is no initial sales charge on Class A shares of RS Cash Management Fund.

Class A share purchases are available without initial or contingent deferred sales charges to:

· certain financial intermediaries such as broker-dealers, financial institutions, and registered investment advisers who offer fee-based “wrap account” programs and employee benefit plans;

· existing shareholders of any of RS Diversified Growth Fund, RS Emerging Growth Fund, RS Growth Fund, The Information Age Fund®, RS Internet Age Fund®, RS MidCap Opportunities Fund, RS Smaller Company Growth Fund, RS Global Natural Resources Fund, RS Investors Fund, RS Partners Fund, or RS Value Fund on or prior to October 6, 2006 who may make future purchases without initial or contingent deferred sales charges through the accounts in which these shares are currently held;

· RS Investments, GIS, Guardian Life, their subsidiaries, or any of their separate accounts.

· present and retired directors, managers, officers, employees, general agents, and field representatives of RS Investments, GIS, Guardian Life or their subsidiaries;

· directors, trustees, or officers of any open-end investment management company within the RS Investments fund complex;

· trustees or custodians of any employee benefit plan, IRA, Keogh plan, or trust established for the benefit of RS Investments, GIS, or Guardian Life employees and officers named above;

· present and retired directors, trustees, officers, partners, and employees of broker-dealer firms that have written sales agreements with RS Investments or GIS;

· spouses, parents, siblings, children, and grandchildren of the individuals named above;

· qualified retirement plans that invest $3 million in plan assets;

· direct rollovers into a RS Investment Trust IRA from a qualified retirement plan that is invested in RS Investment Trust;

· any trust company or bank trust department exercising discretionary investment authority and holding unallocated accounts in a fiduciary, agency, custodial, or similar capacity; and

· RS Asset Allocation Fund, when it makes purchases of other Funds.

In addition, employee benefit plans that cover at least 200 eligible participants may purchase Class A shares without any initial sales charge. However, a contingent deferred sales charge will apply for these purchases over $1 million that are redeemed within 18 months, except as described in the Statement of Additional Information.

You may also qualify for a reduced initial sales charge through the Rights of Accumulation program and through investment by Letter of Intent. Information about sales charge discounts is also available free of charge on the Fund’s Web site, www.RSinvestments.com.

Rights of Accumulation To reduce your initial sales charge, you can combine Class A purchases with your current Fund holdings. You can also include shares held by your spouse and minor children. However, you may not include shares that are not subject to a sales charge. Specifically, initial sales charges are paid on Class A shares of each Fund (except RS Cash Management Fund), and Class B and Class C shares are subject to a contingent deferred sales charge, so these shares may be included unless the sales charges have been waived. RS Cash Management Fund purchases, and shares purchased through the reinvestment of dividends or distributions may not be included. Simply notify us or Boston Financial Data Services, the Fund’s transfer agent (“BFDS”), that your purchase will qualify for a reduction in the initial sales charge and provide the names and account numbers of the family members whose holdings are to be included.

Investment by Letter of Intent An investor who intends to invest over a 13-month period the minimum amount required to reduce the initial sales charge on each intended purchase of Class A shares of a Fund by completing the letter of intent information on the application or the Shareholder Privilege form. The initial sales charge for each purchase will be at the reduced rate that would apply if the full investment were made at one time. You can include purchases by your spouse and minor children. However, you cannot include shares that are not subject to a sales charge, such as RS Cash Management Fund shares or shares purchased through the reinvestment of dividends and distributions. A letter of intent is not available for SIMPLE IRAs or qualified retirement plans administered by State Street Bank and Trust Company or ExpertPlan, Inc.

If you complete a letter of intent within 90 days of a prior purchase of one of the Funds (other than RS Cash Management Fund), that purchase may be included under the letter of intent. In this case, an appropriate adjustment, if any, will be made for any initial sales charge you paid in connection with the prior purchase, based on the current NAV.

Completion of a letter of intent does not bind a shareholder to buy the entire intended investment amount. However, BFDS will escrow shares valued at 5% of the intended investment amount to ensure payment of additional initial sales charges if the intended purchases are not made and the shareholder fails to pay the additional initial sales charge within 20 days after BFDS requests payment.

Class B Shares All of the Funds except RS Tax-Exempt Fund offer Class B Shares. The sales charge on Class B shares is deferred until you sell your shares, and it decreases with length of ownership, until it declines to zero after six years. On the eighth anniversary of your purchase, your Class B shares will automatically be converted into Class A shares, which have lower operating costs. For long-term investors, the maximum recommended purchase amount for Class B shares is $100,000. Because the initial sales charge for Class A shares decreases as the purchase amount increases, and because of the higher expenses attributable to Class B shares, it is generally more cost effective for you to buy Class A shares if you are making a purchase for more than $100,000 and intend to hold your shares for one year or longer.

	YOU’LL PAY A DEFERRED SALES CHARGE
	CALCULATED AS A % OF THE PURCHASE OR
IF YOU SELL YOUR SHARES DURING:	SALE PRICE, WHICHEVER IS LESS, OF:
The first year	3.00	%
The second year	3.00	%
The third year	2.00	%
The fourth year	2.00	%
The fifth year	1.00	%
The sixth year	1.00	%
After the sixth year	None

Class B shares are also subject to a 12b-1 fee (1.00%) which is greater than the 12b-1 fee associated with Class A shares (0.25%), and you could pay more in 12b-1 fees over time than the initial sales charges you would have paid if you purchased Class A shares.

Class C Shares All of the Funds offer Class C Shares. The sales charge on Class C shares is deferred and will be charged if you redeem shares within one year of purchase. The contingent deferred sales charge is 1.00% of the purchase or sale price of the shares, whichever is less.

Like Class B shares, Class C shares are subject to a 12b-1 fee (1.00%) which is greater than the 12b-1 fee associated with Class A shares (0.25%). Unlike Class B shares, Class C shares do not convert to another class of shares after a period of time. This means that even if the contingent deferred sales charge is not applicable, you could pay more in 12b-1 fees over time than the initial or contingent deferred sales charges you would have paid if you had purchased Class A or Class B shares.

Class K Shares All of the Funds except RS Tax-Exempt Fund offer Class K shares. Class K shares are offered only through employee benefits plans (except a SIMPLE IRA, SEP or SARSEP plan). An “employee benefit plan” means any plan or arrangement, whether or not it is “qualified” under the Internal Revenue Code, under which Class K shares of a Fund are purchased by a fiduciary or administrator for the account of participants who are employees of a single employer or of affiliated employers. These may include, for example, medical savings accounts, payroll deduction plans or similar plans. The Fund accounts must be registered in the name of the fiduciary or administrator purchasing the shares for the benefit of participants in the plan.

The procedures for buying, selling, exchanging, and transferring other classes of shares and the special account features available to purchasers of those other classes of shares described elsewhere in this Prospectus do not apply to Class K shares.

Like Class C shares, Class K shares are subject to a 12b-1 fee (0.65%) which is greater than the 12b-1 fee associated with Class A shares (0.25%), and do not convert to another class of shares after a period of time. This means that you could pay more in 12b-1 fees over time than the initial or contingent deferred sales charges you would have paid if you had purchased Class A shares.

Information About Contingent Deferred Sales Charges When you place an order to sell Class B or Class C shares (and in some cases, Class A shares), any contingent deferred sales charge will be deducted from the proceeds of the sale or you are deemed to have authorized us to redeem enough additional shares to cover the contingent deferred sales charge. The contingent deferred sales charge is imposed on the original purchase price of the shares or the current value of the shares you are selling, whichever is less. Reinvested dividends and capital gains and amounts attributable to capital appreciation of your shares are not subject to a sales charge.

When you sell Class B or Class C shares, the contingent deferred sales charge is calculated as if shares not subject to a sales charge are sold first. This means that the sales charge will be assessed at the lowest possible rate. You would first redeem the shares acquired through the reinvestment of dividends or capital gains distributions, which are not subject to a sales charge. You would next sell the shares you have owned the longest because they are subject to the lowest sales charge. For tax purposes, the amount of any contingent deferred sales charge will reduce the capital gain you realize upon the sale of your shares, or increase your capital loss, as the case may be.

The contingent deferred sales charge will be waived if you are exchanging your Class B or Class C shares for shares of the same class of another Fund within the Trust or if you are exchanging Class B or Class C shares of a Fund that you received in connection with the reorganization of a series of The Park Avenue Portfolio into a series of the Trust for Class A shares of an RS Fund that does not offer Class B or Class C shares at the time of the exchange. The charge is also waived for a total or partial redemption within a year of the death of the shareholder.

How Shares Are Priced

The NAV for each Fund is determined each day the NYSE is open, as of 4:00 p.m. eastern time or the close of regular trading on the NYSE, whichever is earlier. Each Fund’s NAV consists of its total assets, less liabilities (including daily expenses), divided by the total number of shares outstanding. Each Fund values its assets at current market prices when market prices are readily available. Securities that are primarily listed on foreign stock exchanges may trade on days when the Funds do not price their shares. Accordingly, the NAV of Funds investing in such securities may change on days when you cannot purchase or sell shares. If a Fund’s assets are invested in one or more open-end management investment companies that are registered under the 1940 Act, that Fund’s NAV is calculated based upon the NAVs of the registered open-end management investment companies in which the Fund invests, and the prospectuses for these companies explain the circumstances under which those companies will use fair value pricing.

If market prices for a Fund’s securities holdings are not readily available, assets are valued at “fair value” as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees. In addition, market prices for foreign securities usually are not determined at the same time of day as the NAVs for the Funds that hold these securities. Securities that trade on foreign exchanges present time zone arbitrage opportunities when events affecting the value of a portfolio security occur after the close of the foreign market but before the close of the U.S. market. If “significant events” materially affecting the value of a Fund’s securities, particularly foreign securities, occur after the close of trading on a foreign market but before the Fund prices its shares, the securities may be valued at fair value.

The Funds’ fair value pricing procedures, among other things, require the Funds to apply a fair value to any foreign equity securities held by them when there has been a movement in the U.S. market that exceeds a specified threshold. This specified threshold may change from time to time. A third-party service provider has been retained to assist in determining the fair values of those securities. The service provider has developed factors used to estimate fair values by analyzing statistical data based on historical performance of securities, markets, and other data. Because fair value pricing often involves consideration of subjective factors, when fair value pricing is used the value of a portfolio security as determined by the Fund may be different from the price quoted or published for the same security. Estimates of fair values used by the Funds may differ from the values realized on the sale of those securities, and the differences may be material to the NAV of the applicable Fund. As a means of evaluating its fair value process, the Funds compare the closing market prices and the adjusted prices of fair valued securities with the next day’s opening prices for those securities in the same markets. Fair valuation of a Fund’s foreign portfolio securities can reduce time zone arbitrage opportunities, but there is no guarantee that the Fund’s fair value pricing policies will prevent dilution of the Fund’s NAV by short-term traders.

Fair value pricing may also be used for high-yield and municipal bonds when their prices become stale due to a lack of trading activity or are determined for other reasons not to accurately reflect their fair values. Short-term securities held by the Series that mature in 60 days or less are valued on the basis of amortized cost in accordance with Rule 2a-7 under the 1940 Act, unless the Board of Trustees determines that this does not represent fair value.

How to Purchase Shares

The Funds are intended as long term investment vehicles and are not intended for short-term trading. Please refer to “Frequent Purchases and Redemptions” on page for more information.

To buy shares of a Fund, you will need:

· payment for the purchase where applicable

· instructions for your investment

· a properly completed Trust application.

Your first purchase must be made through registered representatives of broker-dealer firms who are authorized to sell our Funds or other institutions who are authorized to sell our Funds.

A registered representative is an employee of a broker-dealer who acts as an account executive for clients. Registered representatives provide advice on which securities to buy or sell and often receive a percentage of the commission income generated as a result.

GIS may from time to time, at its own expense, compensate registered representatives, certain dealers whose registered representatives have sold or are expected to sell substantial amounts of the Funds, and other financial institutions for administrative and/or marketing services. Broker-dealers may impose a transaction fee (also called a “processing” or “service” fee) for purchases or sales of Fund shares. This fee is in addition to the sales charge and other charges imposed by a Fund, as described in this Prospectus.

You can make follow-up purchases through your broker or agent (who may charge for this) or directly through our transfer agent, Boston Financial Data Services (1-800-766-FUND).

You may make your investments by mail, online, by wire transfer, or by telephone as described below.

· By Mail If you wish to make a purchase by mail, please send us your request in writing, along with a check from your bank account, made payable to RS Investment Trust. Money orders or third-party checks endorsed to us will not be accepted. Certain bank checks will be accepted. RS Investments and each Fund reserve the right to reject any purchase order and to suspend the offering of a Fund’s shares. A fee may be charged for bounced checks, stop payment orders and similar items.

· Online If you are already an RS Investment customer, you can place an order with us over the Internet at www.RSinvestments.com. Internet purchases have the same minimum purchase amount requirements as other purchase options, but are subject to a maximum of $49,999. In order for you to use this service, your bank must be a member of the Automated Clearing House. Also, you must have completed the appropriate section of your RS Investment Trust application. The funds will automatically be deducted from the bank account you have specified to us. The share price for an Internet order will be the public offering price first set after funds are received (normally within two business days of the order).

· By Wire You can make a purchase by wire through any bank that is a member of the Automated Clearing House. A fee may be charged for this service both by us and by the bank. The minimum wire purchase is $1,000 and must be sent to the following address:

State Street Bank and Trust Company

ABA Routing Number 0110-000-28

Boston, MA 02101

Attention: RS Investments A/C 9904-713-6

Name of your Fund:

Account of: [your name]

Your shareholder account number:

The share price for a wire order will be the public offering price next determined after receipt of the funds. All purchases for SIMPLE IRAs and qualified plans administered by State Street Bank and Trust Company and ExpertPlan, Inc. are made through payroll deduction or employer contribution.

· By Telephone You or your registered representative can place an order with us by phone by calling 1-800-766-FUND between 9:00 a.m. and 4:00 p.m. eastern time on any business day. In order for you to use this service, your bank must be a member of the Automated Clearing House. Also, you must have completed the appropriate section of your RS Investment Trust application. The funds will automatically be deducted from the bank account you have specified to us. The share price for a phone order will be the public offering price first set

after funds are received (normally within two business days of the call). Purchases by telephone are subject to a maximum purchase amount of up to 100% of your current account value.

We have appointed several authorized broker-dealers to act as our portfolio agent. A purchase order is deemed to have been received by us when one of these authorized firms receives it.

Other Information About Purchasing Shares All purchases of a Fund’s shares are subject to acceptance by the Fund and are not binding until accepted and shares are issued. Failure to specify a Fund and account information may delay processing of purchases. Purchases of Fund shares are generally made at the NAV next determined after the purchase is accepted. (See “How Shares Are Priced” on page .) However, orders received by certain retirement plans and other financial institutions on a business day prior to the close of regular trading on the NYSE and communicated to BFDS after that business day’s close of regular trading may be effected nevertheless at the NAV determined for that business day. Please initiate any wire transfer early in the morning to ensure that the wire is received by a Fund before the close of the NYSE, normally 4:00 p.m. eastern time. No share certificates will be issued in connection with the sale of Fund shares.

All purchases must be made in U.S. dollars, and checks should be drawn on banks located in the United States. (Starter or counter checks will not be accepted.) Third-party checks or cash equivalents (i.e., money orders, cashier’s checks, bank drafts, and travelers’ checks) will not be accepted as payment for purchases. If your purchase of shares is canceled due to nonpayment or because a check does not clear, you will be held responsible for any loss incurred by the Funds or BFDS. Each Fund can redeem shares to reimburse itself or BFDS for any such loss.

The Trust reserves the right, in its discretion for any reason or for no reason, to reject any investor or any purchase, in whole or in part (including, without limitation, purchases by persons whose trading activity in Fund shares the Trust believes in its sole judgment could be harmful to a Fund or is excessively frequent), and to suspend the offering of its shares for any period of time. The Trust may decide to restrict purchase and sale activity in Fund shares based on various factors, including, without limitation, whether frequent purchase and sale activity will disrupt portfolio management strategies and adversely affect Fund performance. There can be no assurance that the Trust or RS Investments will identify all frequent purchase and sale activity affecting a Fund. See “Frequent Purchases and Redemptions” on page .

The Funds, RS Investments, or GIS, the Funds’ distributor, may in their discretion make payments for shareholder servicing, subaccounting, and other services to any intermediary through whom investors buy or hold shares in the Funds.

A Fund’s shares will likely continue to be offered for sale even if a portfolio manager for the Fund holds a negative outlook at the time for the Fund’s investment style or asset class.

How to Sell Shares

Fund share prices fluctuate from day to day, so when you decide to sell your shares, their value may be higher or lower than when you bought them. The share price you receive will be the next share price that is calculated after we receive your completed request to sell in good order. If you are selling Class A, Class B, or Class C shares, any contingent deferred sales charge will be deducted from the proceeds of the sale or you are deemed to have authorized us to sell additional shares to cover the charge.

You can arrange to sell your shares in writing, over the telephone, over the Internet or through a broker-dealer. You can also arrange to receive the proceeds of the sale by wire. You can write checks against Class A shares of RS Cash Management Fund. Those shares that are held in certificate form or qualified plan accounts may be sold only by written request.

Normally, we will send payment within three business days from when we receive your request to sell, and in any event, we will make payment within seven days after we receive your request to sell. Under unusual circumstances, a Fund may suspend redemptions, or postpone payment of redemption proceeds, for more than seven days, as permitted by federal securities law. In addition, we may delay sending sales proceeds until payment for recent purchases has cleared. This could take up to 15 days from the purchase date.

While redemptions will generally be made in cash, under certain circumstances they may be made entirely or partly in readily marketable securities or other non-cash assets. This could happen if RS Investments determines that orderly liquidation of a Fund’s securities is impractical, or if cash payment would adversely affect the remaining shareholders.

During any 90-day period, the Trust will pay in cash all requests to redeem shares by any one shareholder, up to the lesser of $250,000 and 1% of the value of a Fund’s net assets at the beginning of the period. Should redemptions by any shareholder of a Fund exceed this limitation, the Trust reserves the right to redeem the excess amount in whole or in part in securities or other assets. If shares are redeemed in this manner, the redeeming shareholder typically will incur brokerage and other costs in converting the securities to cash.

You may redeem your shares, or sell your shares back to the appropriate Fund, on any business day when the NYSE is open by following one of the procedures explained below.

· By Mail If you wish, you can send us a written request to sell your shares. If you have been issued certificates for the shares you are selling, you must include them and be sure that you have endorsed them.

If you are sending your request to sell shares by regular U.S. mail, use the following address:

Boston Financial Data Services

[name of your RS Fund]

P.O. Box 219717

Kansas City, MO 64121-9717

If you are using registered, certified, or express mail, use this address:

Boston Financial Data Services

[name of your RS Fund]

330 West 9th Street, First Floor

Kansas City, MO 64105-1514

For SIMPLE IRAs where State Street Bank and Trust Company is custodian:

Regular U.S. mail:

Guardian Investor Services LLC-SIMPLE IRA Administration

c/o Defined Contribution Services

P.O. Box 8397

Boston, MA 02266

For qualified retirement plans administered by State Street Bank and Trust Company:

Regular U.S. mail:

Guardian Investor Services LLC-401(k) Administration

c/o Defined Contribution Services

P.O. Box 8396

Boston, MA 02266

For SIMPLE IRAs or qualified retirement plans administered by State Street Bank and Trust Company, via certified, registered or overnight mail:

Guardian Investor Services LLC

c/o BFDS-Defined Contribution Services

500 Victory Road

Quincy, MA 02171

For qualified plans administered by ExpertPlan, Inc.:

Regular U.S. mail:

MCB Trust Services

Attn: TPA #000111

P.O. Box 46546

Denver, CO 80201

Certified registered or overnight mail:

MCB Trust Services

Attn: TPA #000111

700 17th Street

Suite 300

Denver, CO 80202

Under certain circumstances, your written request must be accompanied by a signature guarantee, in the form approved by the Securities Transfer Association. A signature guarantee may be obtained from most banks, credit unions or other financial institutions and from most broker-dealer firms. A signature guarantee cannot be obtained from a notary public. In addition, you may be required to furnish additional documents for sales of shares of a corporation, partnership, agent or fiduciary, or a surviving joint owner. Please contact BFDS for details.

Generally, you will need a signature guarantee if the shareholder is not a natural person, the proceeds are to be made payable to someone other than the account holder, the proceeds are to be mailed to an address other than that specified on your account records, or you recently changed your account records to show a different address, or your request is made in writing (for SIMPLE IRAs and qualified retirement plans administered by State Street Bank and Trust Company).

· By Telephone To redeem shares for less than $50,000, you may call 1-800-766-FUND [3863] between 9:00 a.m. and 4:00 p.m. eastern time on any business day. Participants in SIMPLE IRAs with State Street Bank and Trust Company as custodian may call 1-866-727-7675. Participants in qualified retirement plans administered through State Street Bank and Trust Company may call 1-866-727-4015. Participants in qualified retirement plans administered though ExpertPlan, Inc. may call 1-866-468-4015. Requests received after 4:00 p.m. eastern time on any business day will be processed on the next business day.

You will automatically be authorized to sell shares by telephone, unless you indicate otherwise on your application. If you did not have this privilege previously and would like to add it later, you can do so by providing us with the appropriate authorization on your Shareholder Privilege form. If the sale proceeds will be sent to the name and address in our records, you may sell shares by phone simply by calling us, unless the address of record was recently changed. Participants in SIMPLE IRAs with State Street Bank and Trust Company as custodian will automatically have this privilege unless their employer elects otherwise.

You may give up some security if you accept the telephone selling privilege. Over the phone, we require specific information about your account, as well as other identifying information. We will accept a sales request from any caller who can provide this information. You risk possible loss if someone gives us unauthorized or fraudulent instructions for your account. If we follow reasonable security procedures, we are not responsible if a loss occurs.

We have the right to change or withdraw the telephone selling privilege at any time upon seven days’ notice to shareholders.

· Online To redeem shares for less than $50,000, you may use our Internet site, www.RSinvestments.com. Participants in SIMPLE IRAs with State Street Bank and Trust Company as custodian or in qualified retirement plans administered through State Street Bank and Trust Company may use www.guardianinvestor.com Participants in a qualified plan administered through ExpertPlan, Inc. may use www.expertplan.com/gis401k.jsp. Requests received after 4:00 p.m. eastern time on any business day will be processed on the next business day. The price per share you receive will be the next price calculated after we receive your Internet sale order. You will automatically be authorized to sell shares via the Internet, unless you indicate otherwise on your application. If you did not have this privilege previously and would like to add it later, you can do so by providing us with the appropriate authorization on your Shareholder Privilege form. Participants in SIMPLE IRAs with State Street Bank and Trust Company as custodian will automatically have this privilege unless their employer elects otherwise.

· By Wire We can wire proceeds to your bank account if you fill out the authorization on our application or a Shareholder Privilege form (with signature guarantees). Your bank must be a member of the Automated Clearing House. Any fees for this service will be deducted from the proceeds. Currently, there is a $9 wire service fee.

· Using RS Cash Management Fund Checks If you hold Class A shares in RS Cash Management Fund, you can redeem your Class A shares by writing checks against your RS Cash Management Fund account. We redeem shares to cover the amount of your check on the day the check is presented for payment. You will continue to receive dividends on those shares until that time. We do not charge a fee for check-writing.

We will not honor checks that exceed the balance in your RS Cash Management Fund account, and will return them marked “insufficient funds.” Checks are subject to a minimum of $250 per check. Because the value of your shares may fluctuate and interest may accrue daily we advise against attempting to close out an account by writing a check. If your shares are part of a qualified retirement plan account or an IRA, you will not have check-writing privileges. We have the right to withdraw or charge for check-writing privileges at any time.

· Autosell The Autosell option allows you to redeem shares from your RS Fund accounts and to have the proceeds sent directly to your checking account. If you have established the Autosell option, you may redeem shares by calling BFDS at 1-800-766-FUND and instructing it as to the dollar amount or number of shares you wish to redeem. The proceeds will automatically be sent to your bank through the Automatic Clearing House system. RS Investments does not charge a fee for this option. If you did not establish this option at the time you opened your account, you need to send a written request, signed by you and any other owners of the account exactly as your names appear on BFDS’s records, along with a voided check to BFDS at P.O. Box 219717, Kansas City, MO 64121-9717.

Reinstatement Privilege If you redeem Fund shares, you are allowed to reinvest as much as the redemption amount at NAV. Shareholders who wish to reinstate Class B or Class C shares will receive pro rata credit for any contingent deferred sales charge paid in connection with the redemption of those shares. You must contact BFDS to do this. The reinstatement privilege can be used by a shareholder only once, and the reinvestment must be effected within 30 days of the redemption date. Reinstatement may affect the taxable gain or loss you realized when you sold your shares. This privilege does not apply to SIMPLE IRAs or qualified retirement plans administered through State Street Bank and Trust Company or ExpertPlan, Inc.

Exchanges

Shares of any class of a Fund may be exchanged for shares of the same class of another RS Fund provided that the RS Fund is accepting additional investments and the shareholder is otherwise eligible to invest in such Fund. Exchanges of shares will be made at their relative NAVs. You will not have to pay an initial sales charge, except when Class A shares of RS Cash Management Fund are exchanged for Class A shares of other Funds in the Trust. Shares may be exchanged only if the amount being exchanged satisfies the minimum investment required and the shareholder is a resident of a state in which shares of the Fund in question are qualified for sale and qualifies to purchase shares of that Fund. This privilege is not available to anyone who owns RS Core Equity Fund shares through a Value Guard variable annuity contract. Shareholders who received Class B or Class C shares of a Fund in

connection with the reorganization of the series of The Park Avenue Portfolio into series of the Trust may exchange such Class B or Class C shares for Class A shares of an RS Fund that does not offer Class B or Class C shares, as applicable, until such time the RS Fund offers Class B or Class C shares, as applicable. Shareholders will not be required to pay any initial or deferred sales charges in connection with exchanges made pursuant to the prior sentence or later sales of Class A shares received pursuant to such exchanges.

Should you sell your shares at any point after an exchange, any contingent deferred sales charge will be calculated from the date of the initial purchase, not the date of exchange. FOR FEDERAL INCOME TAX PURPOSES, AN EXCHANGE IS THE SAME AS A SALE, SO TAXABLE GAINS OR LOSSES MAY BE REALIZED.

You can request an exchange by mail, by telephone, via the Internet, or through your registered representative, as you would with any purchase or sale (brokers may charge for this). You will automatically have telephone and Internet sale privileges unless you decline the privilege in the appropriate section of our application. The minimum telephone or Internet exchange is $500 and Internet exchanges must be less than $1 million. Telephone and Internet exchanges have the same security rules as telephone and Internet withdrawals. Participants in SIMPLE IRAs with State Street Bank and Trust Company as custodian will automatically have these privileges unless their employer elects otherwise. The minimum telephone exchange is waived for SIMPLE IRA participants.

Exchanges are subject to the limitations on frequent and short-term trading described in “Frequent Purchases and Redemptions” below.

Exchange privileges may be terminated, modified, or suspended by a Fund upon 60 days’ prior notice to shareholders.

Frequent Purchases and Redemptions

Excessive trading can hurt Fund performance, operations, and shareholders. The Board of Trustees has adopted policies and procedures with respect to frequent purchases, redemptions, and exchanges of Fund shares by their shareholders. The Funds discourage, and will not seek to accommodate, frequent purchases, redemptions, or exchanges of their shares to the extent the Trust or RS Investments believes that such trading is harmful to the Funds’ shareholders, although the Funds will not necessarily be able to prevent all such frequent trading in their shares. The Trust has implemented a “zero-tolerance” policy with respect to identified market-timing activity in the Funds. The Trust may limit the number of exchanges that an investor may make.

The Trust reserves the right, in its discretion for any reason or for no reason, to reject any investor, or any purchase, in whole or in part (including, without limitation, purchases by persons whose trading activity in Fund shares the Trust believes in its sole judgment could be harmful to a Fund or is excessively frequent). Shareholders who sell or exchange shares held for 90 days or less, or other persons that the Trust believes may be engaged in activity harmful to a Fund or its shareholders, may, in Trust’s sole discretion, be restricted for any period, or permanently, from investing in the Funds. Any such restriction may be imposed regardless of your intent in effecting any transaction or otherwise engaging in any activity that may have caused your account to be restricted. Purchases and redemptions made through the Funds’ automatic investment plan or systematic withdrawal plan or similar automated plans generally are not subject to short-term or frequent-trading restrictions.

The ability of the Trust to monitor trades that are placed through omnibus or other nominee accounts is limited in those instances in which the broker, retirement plan administrator, or fee-based-program sponsor maintains the record of a Fund’s underlying beneficial owners. The Trust may take any steps it considers appropriate with respect to frequent trading in omnibus accounts, which may, but will not necessarily, include closing the omnibus account. There can be no assurance that the Trust or will identify all harmful purchase or redemption activity, or market-timing or similar activities, affecting a Fund or that the Trust will be successful in limiting such activities.

Mutual funds that invest in foreign securities traded in markets that close before the NYSE may be the subject of frequent-trading or market-timing activity intended to take advantage of changes in market prices between the times when those markets close and the close of the NYSE. The Funds employ fair valuation procedures intended to reduce that risk.

In addition to monitoring trading activity, certain Funds (currently, RS International Growth Fund, RS Emerging Markets Fund, and RS High Yield Bond Fund) impose a redemption fee of 2.00% of the proceeds if you redeem shares within 60 days of purchase. The redemption fee is paid back to the Fund, and is designed to offset brokerage commissions, market impact, and other costs associated with short-term trading. For purposes of determining whether the redemption fee applies, the shares that were held the longest will be redeemed first. The redemption fee will be charged on shares sold before the end of the 60-day holding period. Currently, our ability to enforce the redemption fee with respect to omnibus accounts is limited.

Special Purchase and Sale Plans

Special purchase and sale plans we offer for the Funds are briefly described below. If you would like more information about them, please call us at 1-800-766-FUND. These plans are not available to anyone who owns RS Core Equity Fund shares through a Value Guard variable annuity contract. We reserve the right to modify, end, or charge for these plans at any time. These programs do not ensure a profit or prevent any loss in your Fund investment.

· Automatic Investment Plan If you participate in this plan, we will automatically withdraw a specified amount from your bank account for investment in one or more Funds. You must make an initial investment of at least $50 in each of the Funds you wish to contribute to. Thereafter, the minimum investment is $100 per Fund. You must invest at least $1,000 per Fund in each 12-month period. In order to participate you must complete the appropriate section of your application or Shareholder Privilege form. Also, your bank must be a member of the Automated Clearing House. You can opt out of the plan at any time by notifying us, but it may take up to 15 days for us to stop withdrawals from your account. If at any time there are insufficient funds in your account to cover the withdrawal, we will terminate the plan.

· Automatic Withdrawal Plan If you own at least $1,000 worth of shares in a Fund, you can arrange to withdraw a specific amount monthly, quarterly, semi-annually, or annually. The minimum withdrawal is $100. These minimums do not apply to SIMPLE IRAs or qualified retirement plans administered by State Street Bank and Trust Company or ExpertPlan, Inc. You may establish the automatic withdrawal privilege over the telephone or the Internet only if the proceeds will be paid directly to the name and address in our records. For payment to a bank account, the bank account must have the same name and address as in our records. Simply submit your request for withdrawals to be deposited in your bank account in writing (no signature guarantee required), along with a voided check or bank deposit ticket. To pay another party or mail the proceeds to an address other than the address in our records, a signature guaranteed written request or Shareholder Privilege form is required. You must apply at least 30 days before the first payment date. To end withdrawals, give us notice at any time. Please note that taxable gains or losses may be realized when shares are automatically withdrawn.

You can use the automatic withdrawal plan in conjunction with the Guard-O-Matic Premium Payment Program to pay premiums for Guardian Life and GIAC insurance policies. Under this plan, enough shares are withdrawn from your Fund account(s) in time to send a check in the mail or wire the money to a pre-designated bank account. (The receiving bank must be a member of the Automated Clearing House.) Only Class A shares of RS Core Equity Fund and RS Cash Management Fund may be used for Guard-O-Matic.

If you are making an automatic withdrawal of proceeds of Class B or Class C shares, no contingent deferred sales charge will be imposed, as long as you do not withdraw annually more than 10% of the account value as of the time when you set up the account plan.

It may not be advantageous to buy additional shares at the same time that you are making automatic withdrawals because of tax liabilities and sales charges. Any charges made by BFDS to operate an automatic withdrawal plan will be assessed against your accounts when each withdrawal is made.

· Dollar Cost Averaging You can arrange to have amounts of $100 or more automatically exchanged among our Funds on a monthly or quarterly basis. Shares must be of the same class and (1) you must have a minimum balance of $2,000 in both the originating and receiving Funds, or (2) you must have a minimum balance of $5,000 in the originating Fund. This type of periodic investing does not guarantee a profit or protect you against

loss in a declining market. Dollar cost averaging transactions are subject to the same rules and considerations as other exchanges, including tax consequences.

USA Patriot Act

To help the government fight the funding of terrorism and money-laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account directly with a Fund, you will be asked your name, address, date of birth, and other information that will allow you to be identified. You may also be asked for other identifying documentation. If the Trust is unable to verify the information shortly after your account is opened, your account may be closed and your shares redeemed at their NAVs at the time of the redemption.

Dividends and Distributions

The following Funds distribute substantially all net investment income to shareholders twice a year:

· RS Core Equity Fund

· RS Large Cap Value Fund

· RS Small Cap Core Equity Fund

· RS Asset Allocation Fund

· RS S&P 500 Index Fund

· RS International Growth Fund

· RS Emerging Markets Fund

The following Funds declare dividends daily and distribute substantially all net investment income to shareholders once a month:

· RS Investment Quality Bond Fund

· RS Low Duration Bond Fund

· RS High Yield Bond Fund

· RS Tax-Exempt Fund

· RS Cash Management Fund

Each other Fund distributes substantially all net investment income to shareholders at least once per year. In addition, each Fund distributes net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) to shareholders at least annually (more often, if necessary to avoid certain excise or income taxes on the Fund) except RS Cash Management Fund, which distributes its short-term gains monthly, and is not expected to realize long-term capital gains.

You may choose either of the following distribution options:

· reinvest your distributions in additional shares of your Fund; or

· receive your distributions in cash.

All distributions will be automatically reinvested in Fund shares unless you request cash payment with at least 10 days’ prior notice to BFDS.

Taxes

Qualification as a Regulated Investment Company Each Fund intends to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended, and to meet all requirements that are necessary for it to be relieved of federal income taxes on income and gains it distributes to shareholders and to avoid imposition of excise taxes. A Fund generally will distribute substantially all of its net income and net short-term and long-term capital gains on a current basis. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax, although from time to time a Fund may choose to pay an excise tax where the cost of making the required distribution exceeds the amount of the tax.

Taxes on Dividends and Distributions (The following summary does not apply to qualified retirement accounts (because tax is deferred until you withdraw your money), tax-exempt investors, and exempt-interest distributions from RS Tax-Exempt Fund) For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than by how long you have held Fund shares. Distributions of net capital gains from the sale of investments that a Fund owned for more than one year and that are properly designated by the Fund as capital gains dividends will be taxable as long-term capital gains. Distributions of gains from the sale of investments that the Fund owned for one year or less will be taxable as ordinary income. For taxable years beginning on or before December 31, 2010, distributions of investment income designated by a Fund as derived from “qualified dividend income” (“QDI”) will be taxed in the hands of individuals at the rate applicable to long-term capital gains, provided the holding period and other requirements are met at both the shareholder and the Fund levels. Long-term capital gains rates applicable to individuals have been temporarily reduced – in general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate brackets – for taxable years beginning on or before December 31, 2010. Distributions to you are taxable even if they are paid from income or gains earned by a Fund before you invested in the Fund (and thus were included in the price paid for the Fund shares). Distributions will be taxable as described above whether received in cash or in shares through the reinvestment of distributions. Early in each year, the Trust will notify you of the amount and the tax status of distributions paid to you by each of the Funds for the preceding year.

Dividends paid by a Fund to a corporate shareholder may be eligible for the dividends received deduction. Dividends paid by RS International Growth Fund, RS Emerging Markets Fund, RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, RS Tax-Exempt Fund, and RS Cash Management Fund are not expected to be eligible for the corporate dividends received deduction. Dividends paid by RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, RS Tax-Exempt Fund and RS Cash Management Fund are not expected to be QDI. Dividends from the other Funds will be QDI to the extent, if any, they are attributable to QDI received by the Fund.

Distributions from RS Tax-Exempt Fund RS Tax-Exempt Fund expects to be eligible to distribute primarily exempt-interest dividends. These dividends will be exempt income for federal income tax purposes, whether received in the form of cash or additional shares. However, dividends from the Fund may not be entirely tax-exempt. Distributions of market discount and short-term capital gains, as well as dividends from taxable interest, will be taxable to you as ordinary income, and any distributions by the Fund of net long-term capital gains will generally be taxable to you as long-term capital gains. Distributions from the Fund may be subject to state and local taxes.

Your annual statements will provide you with information about the exempt-interest dividends you receive. You must disclose this information on your federal tax return. The statement also will report the amount that relates to private activity bonds which could be subject to the AMT. Note that all exempt-interest dividends paid to a corporate shareholder subject to the corporate AMT will be included in adjusted current earnings for purposes of the adjustment to the corporate AMT. If you are or will be subject to the AMT, please consult your tax adviser regarding the implications of holding shares in the RS Tax-Exempt Fund. We also recommend that corporations consult their tax advisers about the implications of holding these shares.

If you receive Social Security or railroad retirement benefits, please consult your tax adviser and be aware that exempt-interest dividends will be considered for the purpose of determining to what extent your benefits will be taxed.

Interest on indebtedness you incurred to purchase or carry shares of RS Tax-Exempt Fund generally will not be deductible for federal income tax purposes. If you receive an exempt-interest dividend on shares that are held by you for six months or less, any loss on the sale or exchange of the shares will be disallowed to the extent of such dividend amount. To the extent not disallowed, such loss will be long-term capital loss to the extent of any capital gain dividends received with respect to the shares sold or exchanged.

Taxes When You Sell or Exchange Your Shares Any gains resulting from the sale or exchange of your shares (including an exchange for shares of another Fund) in the Funds will also generally be subject to federal income tax as capital gains.

Foreign Investments A Fund’s investments in foreign securities may be subject to foreign withholding and other taxes. In that case, a Fund’s yield on those securities would be decreased. In addition, a Fund’s investments in foreign securities and foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing or amount of the Fund’s distributions.

Consult Your Tax Adviser About Other Possible Tax Consequences This is a summary of certain federal tax consequences of investing in a Fund. You should consult your tax adviser for more information on your own tax situation, including possible foreign, state, and local taxes.

Disclosure of Portfolio Holdings

The Funds have established a policy with respect to the disclosure of Fund portfolio holdings. A description of this policy is provided in the Statement of Additional Information (which may be obtained as described on the back cover of this Prospectus). In addition, by clicking on “Quarterly Holdings” and “Statistical Summary by Fund” on RS Investments’ Web site, the following information is generally available to you:

Information		Approximate Date of Posting to Web Site
Each Fund’s top 10 securities holdings and other portfolio statistics as of each quarter’s end		15 days after quarter-end

Each Fund’s full securities holdings as of each quarter’s end		30 days after quarter-end

The Funds or RS Investments may suspend the posting of this information or modify the elements of this Web posting policy without notice to shareholders. Once posted, the information will remain available on the Web site until at least the date on which the Fund files a Form N-CSR or Form N-Q for the period that includes the date as of which the information is current.

Financial Highlights

The “financial highlights” tables are intended to help you understand each Fund’s financial performance for the past five fiscal years or, if shorter, the period of a Fund’s operations, based on the financial information of its Predecessor Fund. Certain information reflects financial results for a single Fund share. “Total Return” in the table represents the rate at which an investor would have made or lost money on an investment in the Predecessor Fund (assuming reinvestment of all dividends and distributions). The following tables have been derived from financial information audited by Ernst & Young LLP, the Predecessor Fund’s independent registered public accounting firm, whose report, along with the Predecessor Fund’s financial statements, is included in the Predecessor Fund’s annual report, which is available on request.

	Net asset value, beginning of period		Net investment income/ (loss)			Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income			Distributions from net realized capital gains			Total Distributions
RS Core Equity Fund
Class A:
Six months ended 6/30/2006†	$	32.26	$	0.16		$	0.48		$	0.64		$	(0.31	)	—			$	(0.31	)
Year ended 12/31/2005	31.37		0.47			0.74			1.21			(0.32		)	—			(0.32		)
Year ended 12/31/2004	30.08		0.34			1.35			1.69			(0.40		)	—			(0.40		)
Year ended 12/31/2003	25.03		0.23			5.00			5.23			(0.18		)	—			(0.18		)
Year ended 12/31/2002	32.00		0.17			(7.06		)	(6.89		)	(0.08		)	—			(0.08		)
Year ended 12/31/2001	41.18		0.12			(9.06		)	(8.94		)	(0.03		)	$	(0.21	)	(0.24		)
Class B:
Six months ended 6/30/2006†	30.91		(0.82		)	1.28			0.46			—			—			—
Year ended 12/31/2005	30.06		(0.59		)	1.44			0.85			—			—			—
Year ended 12/31/2004	28.72		(0.20		)	1.54			1.34			—			—			—
Year ended 12/31/2003	23.99		(0.16		)	4.89			4.73			—			—			—
Year ended 12/31/2002	30.88		(0.20		)	(6.69		)	(6.89		)	—			—			—
Year ended 12/31/2001	40.08		(0.23		)	(8.76		)	(8.99		)	—			(0.21		)	(0.21		)
Class C:
Six months ended 6/30/2006†	30.42		0.02			0.42			0.44			—			—			—
Year ended 12/31/2005	29.62		(0.00		)††	0.80			0.80			—			—			—
Year ended 12/31/2004	28.37		(0.09		)	1.34			1.25			—			—			—
Year ended 12/31/2003	23.75		(0.16		)	4.78			4.62			—			—			—
Year ended 12/31/2002	30.64		(0.19		)	(6.70		)	(6.89		)	—			—			—
Year ended 12/31/2001	39.85		(0.25		)	(8.75		)	(9.00		)	—			(0.21		)	(0.21		)
Class K:
Six months ended 6/30/2006†	32.03		0.08			0.52			0.60			(0.08		)	—			(0.08		)
Year ended 12/31/2005	31.23		0.29			0.79			1.08			(0.28		)	—			(0.28		)
Year ended 12/31/2004	30.00		0.20			1.39			1.59			(0.36		)	—			(0.36		)
Year ended 12/31/2003	24.96		0.11			5.02			5.13			(0.09		)	—			(0.09		)
Year ended 12/31/2002	31.93		0.05			(7.02		)	(6.97		)	—			—			—
Period from 5/15/2001††† to 12/31/2001	35.55		0.00		††	(3.41		)	(3.41		)	—			(0.21		)	(0.21		)

† Unaudited.

†† Rounds to less than $0.01

††† Commencement of operations.

	Redemption fees	Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets		Gross ratio of expenses to average net assets		Net ratio of net income/(loss) to average net assets		Gross ratio of net income/(loss) to average net asset		Portfolio turnover rate
RS Core Equity Fund
Class A:
Six months ended 6/30/2006†	—	$	32.59	2.02	%(a)	$	747,057	0.91	%(b)	0.91	%(b)	0.79	%(b)	0.79	%(b)	40	%
Year ended 12/31/2005	—	32.26		3.90		796,034		0.91		0.91		1.32		1.32		101
Year ended 12/31/2004	—	31.37		5.64		980,872		0.88		0.88		0.95		0.95		75
Year ended 12/31/2003	—	30.08		20.95		1,133,468		0.89		0.89		0.72		0.72		74
Year ended 12/31/2002	—	25.03		(21.56	)	1,120,351		0.87		0.87		0.51		0.51		60
Year ended 12/31/2001	—	32.00		(21.75	)	1,779,818		0.83		0.83		0.31		0.31		143
Class B:
Six months ended 6/30/2006†	—	31.37		1.49	(a)	45,422		2.04	(b)	2.04	(b)	(0.35	)(b)	(0.35	)(b)	40
Year ended 12/31/2005	—	30.91		2.83		69,159		1.92		1.92		0.34		0.34		101
Year ended 12/31/2004	—	30.06		4.67		130,372		1.84		1.84		(0.02	)	(0.02	)	75
Year ended 12/31/2003	—	28.72		19.72		165,274		1.84		1.84		(0.24	)	(0.24	)	74
Year ended 12/31/2002	—	23.99		(22.31	)	167,471		1.83		1.83		(0.44	)	(0.44	)	60
Year ended 12/31/2001	—	30.88		(22.46	)	274,761		1.75		1.75		(0.61	)	(0.61	)	143
Class C:
Six months ended 6/30/2006†	—	30.86		1.45	(a)	7,163		2.04	(b)	2.04	(b)	(0.35	)(b)	(0.35	)(b)	40
Year ended 12/31/2005	—	30.42		2.70		6,358		2.08		2.08		0.13		0.13		101
Year ended 12/31/2004	—	29.62		4.41		6,551		2.06		2.06		(0.21	)	(0.21	)	75
Year ended 12/31/2003	—	28.37		19.45		6,622		2.12		2.12		(0.52	)	(0.52	)	74
Year ended 12/31/2002	—	23.75		(22.49	)	5,884		2.07		2.07		(0.67	)	(0.67	)	60
Year ended 12/31/2001	—	30.64		(22.62	)	7,594		1.96		1.96		(0.81	)	(0.81	)	143
Class K:
Six months ended 6/30/2006†	—	32.55		1.87	(a)	10,161		1.25	(b)	1.25	(b)	0.44	(b)	0.44	(b)	40
Year ended 12/31/2005	—	32.03		3.51		9,517		1.25		1.25		0.94		0.94		101
Year ended 12/31/2004	—	31.23		5.34		8,761		1.20		1.20		0.69		0.69		75
Year ended 12/31/2003	—	30.00		20.58		7,145		1.20		1.20		0.41		0.41		74
Year ended 12/31/2002	—	24.96		(21.83	)	5,752		1.21		1.21		0.19		0.19		60
Period from 5/15/2001††† to 12/31/2001	—	31.93		(9.63	)(a)	7,229		1.22	(b)	1.22	(b)	0.02	(b)	0.02	(b)	143

* Excludes the effect of sales load.

(a) Not annualized.

(b) Annualized.

	Net asset value, beginning of period		Net investment income/ (loss)			Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income			Distributions from net realized capital gains			Total Distributions
RS Large Cap Value Fund
Class A:
Six months ended 6/30/2006†	$	13.07	$	0.05		$	0.46		$	0.51		$	(0.05	)	$	(0.23	)	$	(0.28	)
Year ended 12/31/2005	13.30		0.10			1.12			1.22			(0.11		)	(1.34		)	(1.45		)
Year ended 12/31/2004	12.82		0.08			1.59			1.67			(0.07		)	(1.12		)	(1.19		)
Period from 2/3/2003††† to 12/31/2003	10.00		0.08			3.06			3.14			(0.07		)	(0.25		)	(0.32		)
Class B:
Six months ended 6/30/2006†	13.02		(0.00		)††	0.47			0.47			—			(0.23		)	(0.23		)
Year ended 12/31/2005	13.24		(0.00		)††	1.12			1.12			—			(1.34		)	(1.34		)
Year ended 12/31/2004	12.80		(0.01		)	1.57			1.56			—			(1.12		)	(1.12		)
Period from 2/3/2003††† to 12/31/2003	10.00		0.00		††	3.06			3.06			(0.01		)	(0.25		)	(0.26		)
Class C:
Six months ended 6/30/2006†	13.02		(0.00		)††	0.47			0.47			—			(0.23		)	(0.23		)
Year ended 12/31/2005	13.24		(0.00		)††	1.12			1.12			—			(1.34		)	(1.34		)
Year ended 12/31/2004	12.80		(0.01		)	1.57			1.56			—			(1.12		)	(1.12		)
Period from 2/3/2003††† to 12/31/2003	10.00		0.00		††	3.06			3.06			(0.01		)	(0.25		)	(0.26		)
Class K:
Six months ended 6/30/2006†	13.07		0.03			0.47			0.50			(0.04		)	(0.23		)	(0.27		)
Year ended 12/31/2005	13.30		0.07			1.11			1.18			(0.07		)	(1.34		)	(1.41		)
Year ended 12/31/2004	12.83		0.05			1.58			1.63			(0.04		)	(1.12		)	(1.16		)
Period from 2/3/2003††† to 12/31/2003	10.00		0.05			3.07			3.12			(0.04		)	(0.25		)	(0.29		)

RS Core Equity Fund
Class A:
Six months ended 6/30/2006†	32.26		0.16			0.48			0.64			(0.31		)	—			(0.31		)
Year ended 12/31/2005	31.37		0.47			0.74			1.21			(0.32		)	—			(0.32		)
Year ended 12/31/2004	30.08		0.34			1.35			1.69			(0.40		)	—			(0.40		)
Year ended 12/31/2003	25.03		0.23			5.00			5.23			(0.18		)	—			(0.18		)
Year ended 12/31/2002	32.00		0.17			(7.06		)	(6.89		)	(0.08		)	—			(0.08		)
Year ended 12/31/2001	41.18		0.12			(9.06		)	(8.94		)	(0.03		)	(0.21		)	(0.24		)
Class B:
Six months ended 6/30/2006†	30.91		(0.82		)	1.28			0.46			—			—			—
Year ended 12/31/2005	30.06		(0.59		)	1.44			0.85			—			—			—
Year ended 12/31/2004	28.72		(0.20		)	1.54			1.34			—			—			—
Year ended 12/31/2003	23.99		(0.16		)	4.89			4.73			—			—			—
Year ended 12/31/2002	30.88		(0.20		)	(6.69		)	(6.89		)	—			—			—
Year ended 12/31/2001	40.08		(0.23		)	(8.76		)	(8.99		)	—			(0.21		)	(0.21		)
Class C:
Six months ended 6/30/2006†	30.42		0.02			0.42			0.44			—			—			—
Year ended 12/31/2005	29.62		(0.00		)††	0.80			0.80			—			—			—
Year ended 12/31/2004	28.37		(0.09		)	1.34			1.25			—			—			—
Year ended 12/31/2003	23.75		(0.16		)	4.78			4.62			—			—			—
Year ended 12/31/2002	30.64		(0.19		)	(6.70		)	(6.89		)	—			—			—
Year ended 12/31/2001	39.85		(0.25		)	(8.75		)	(9.00		)	—			(0.21		)	(0.21		)
Class K:
Six months ended 6/30/2006†	32.03		0.08			0.52			0.60			(0.08		)	—			(0.08		)
Year ended 12/31/2005	31.23		0.29			0.79			1.08			(0.28		)	—			(0.28		)
Year ended 12/31/2004	30.00		0.20			1.39			1.59			(0.36		)	—			(0.36		)
Year ended 12/31/2003	24.96		0.11			5.02			5.13			(0.09		)	—			(0.09		)
Year ended 12/31/2002	31.93		0.05			(7.02		)	(6.97		)	—			—			—
Period from 5/15/2001††† to 12/31/2001	35.55		0.00		††	(3.41		)	(3.41		)	—			(0.21		)	(0.21		)

† Unaudited.

†† Rounds to less than $0.01

††† Commencement of operations.

	Redemption fees	Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets		Gross ratio of expenses to average net assets		Net ratio of net income/(loss) to average net assets		Gross ratio of net income/(loss) to average net asset		Portfolio turnover Rate
RS Large Cap Value Fund
Class A:
Six months ended 6/30/2006†	—	$	13.30	4.03	%(a)	$	26,934	1.43	%(b)	1.43	%(b)	0.71	%(b)	0.71	%(b)	13	%
Year ended 12/31/2005	—	13.07		9.32		27,050		1.44		1.44		0.75		0.75		35
Year ended 12/31/2004	—	13.30		13.43		26,676		1.44		1.44		0.68		0.68		32
Period from 2/3/2003††† to 12/31/2003	—	12.82		31.48	(a)	21,705		1.59	(b)	1.59	(b)	0.78	(b)	0.78	(b)	45
Class B:
Six months ended 6/30/2006†	—	13.26		3.69	(a)	21,992		2.19	(b)	2.19	(b)	(0.05	)(b)	(0.05	)(b)	13
Year ended 12/31/2005	—	13.02		8.54		22,643		2.19		2.19		0.01		0.01		35
Year ended 12/31/2004	—	13.24		12.52		24,646		2.19		2.19		(0.07	)	(0.07	)	32
Period from 2/3/2003††† to 12/31/2003	—	12.80		30.65	(a)	21,378		2.33	(b)	2.33	(b)	0.03	(b)	0.03	(b)	45
Class C:
Six months ended 6/30/2006†	—	13.26		3.69	(a)	20,513		2.19	(b)	2.19	(b)	(0.05	)(b)	(0.05	)(b)	13
Year ended 12/31/2005	—	13.02		8.54		21,005		2.19		2.19		0.01		0.01		35
Year ended 12/31/2004	—	13.24		12.52		23,507		2.19		2.19		(0.07	)	(0.07	)	32
Period from 2/3/2003††† to 12/31/2003	—	12.80		30.65	(a)	20,801		2.33	(b)	2.33	(b)	0.04	(b)	0.04	(b)	45
Class K:
Six months ended 6/30/2006†	—	13.30		3.92	(a)	23,281		1.71	(b)	1.71	(b)	0.43	(b)	0.43	(b)	13
Year ended 12/31/2005	—	13.07		9.02		22,901		1.71		1.71		0.49		0.49		35
Year ended 12/31/2004	—	13.30		13.05		24,342		1.70		1.70		0.42		0.42		32
Period from 2/3/2003††† to 12/31/2003	—	12.83		31.22	(a)	20,944		1.88	(b)	1.88	(b)	0.49	(b)	0.49	(b)	45

RS Core Equity Fund
Class A:
Six months ended 6/30/2006†	—	32.59		2.02	(a)	747,057		0.91	(b)	0.91	%(b)	0.79	(b)	0.79	%(b)	40
Year ended 12/31/2005	—	32.26		3.90		796,034		0.91		0.91		1.32		1.32		101
Year ended 12/31/2004	—	31.37		5.64		980,872		0.88		0.88		0.95		0.95		75
Year ended 12/31/2003	—	30.08		20.95		1,133,468		0.89		0.89		0.72		0.72		74
Year ended 12/31/2002	—	25.03		(21.56	)	1,120,351		0.87		0.87		0.51		0.51		60
Year ended 12/31/2001	—	32.00		(21.75	)	1,779,818		0.83		0.83		0.31		0.31		143
Class B:
Six months ended 6/30/2006†	—	31.37		1.49	(a)	45,422		2.04	(b)	2.04	(b)	(0.35	)(b)	(0.35	)(b)	40
Year ended 12/31/2005	—	30.91		2.83		69,159		1.92		1.92		0.34		0.34		101
Year ended 12/31/2004	—	30.06		4.67		130,372		1.84		1.84		(0.02	)	(0.02	)	75
Year ended 12/31/2003	—	28.72		19.72		165,274		1.84		1.84		(0.24	)	(0.24	)	74
Year ended 12/31/2002	—	23.99		(22.31	)	167,471		1.83		1.83		(0.44	)	(0.44	)	60
Year ended 12/31/2001	—	30.88		(22.46	)	274,761		1.75		1.75		(0.61	)	(0.61	)	143
Class C:
Six months ended 6/30/2006†	—	30.86		1.45	(a)	7,163		2.04	(b)	2.04	(b)	(0.35	)(b)	(0.35	)(b)	40
Year ended 12/31/2005	—	30.42		2.70		6,358		2.08		2.08		0.13		0.13		101
Year ended 12/31/2004	—	29.62		4.41		6,551		2.06		2.06		(0.21	)	(0.21	)	75
Year ended 12/31/2003	—	28.37		19.45		6,622		2.12		2.12		(0.52	)	(0.52	)	74
Year ended 12/31/2002	—	23.75		(22.49	)	5,884		2.07		2.07		(0.67	)	(0.67	)	60
Year ended 12/31/2001	—	30.64		(22.62	)	7,594		1.96		1.96		(0.81	)	(0.81	)	143
Class K:
Six months ended 6/30/2006†	—	32.55		1.87	(a)	10,161		1.25	(b)	1.25	(b)	0.44	(b)	0.44	(b)	40
Year ended 12/31/2005	—	32.03		3.51		9,517		1.25		1.25		0.94		0.94		101
Year ended 12/31/2004	—	31.23		5.34		8,761		1.20		1.20		0.69		0.69		75
Year ended 12/31/2003	—	30.00		20.58		7,145		1.20		1.20		0.41		0.41		74
Year ended 12/31/2002	—	24.96		(21.83	)	5,752		1.21		1.21		0.19		0.19		60
Period from 5/15/2001††† to 12/31/2001	—	31.93		(9.63	)(a)	7,229		1.22	(b)	1.22	(b)	0.02	(b)	0.02	(b)	143

* Excludes the effect of sales load.

(a) Not annualized.

(b) Annualized.

	Net asset value, beginning of period		Net investment income/(loss)			Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income	Distributions from net realized capital gains			Total Distributions
RS Small Cap Core Equity Fund
Class A:
Six months ended 6/30/2006†	$	16.58	$	(0.02	)	$	1.03		$	1.01		—	$	(0.74	)	$	(0.74	)
Year ended 12/31/2005	19.40		(0.04		)	(0.05		)	(0.09		)	—	(2.73		)	(2.73		)
Year ended 12/31/2004	19.05		(0.12		)	2.90			2.78			—	(2.43		)	(2.43		)
Year ended 12/31/2003	13.30		(0.10		)	5.85			5.75			—	—			—
Year ended 12/31/2002	15.74		(0.07		)	(2.37		)	(2.44		)	—	—			—
Year ended 12/31/2001	16.93		(0.06		)	(1.13		)	(1.19		)	—	—			—
Class B:
Six months ended 6/30/2006†	14.94		(0.14		)	0.97			0.83			—	(0.74		)	(0.74		)
Year ended 12/31/2005	17.94		(0.25		)	(0.02		)	(0.27		)	—	(2.73		)	(2.73		)
Year ended 12/31/2004	17.93		(0.27		)	2.71			2.44			—	(2.43		)	(2.43		)
Year ended 12/31/2003	12.64		(0.24		)	5.53			5.29			—	—			—
Year ended 12/31/2002	15.10		(0.20		)	(2.26		)	(2.46		)	—	—			—
Year ended 12/31/2001	16.39		(0.20		)	(1.09		)	(1.29		)	—	—			—
Class C:
Six months ended 6/30/2006†	14.81		(0.09		)	0.92			0.83			—	(0.74		)	(0.74		)
Year ended 12/31/2005	17.80		(0.17		)	(0.09		)	(0.26		)	—	(2.73		)	(2.73		)
Year ended 12/31/2004	17.83		(0.26		)	2.66			2.40			—	(2.43		)	(2.43		)
Year ended 12/31/2003	12.59		(0.27		)	5.51			5.24			—	—			—
Year ended 12/31/2002	15.07		(0.22		)	(2.26		)	(2.48		)	—	—			—
Year ended 12/31/2001	16.39		(0.21		)	(1.11		)	(1.32		)	—	—			—
Class K:
Six months ended 6/30/2006†	16.16		(0.05		)	1.02			0.97			—	(0.74		)	(0.74		)
Year ended 12/31/2005	19.05		(0.07		)	(0.09		)	(0.16		)	—	(2.73		)	(2.73		)
Year ended 12/31/2004	18.79		(0.16		)	2.85			2.69			—	(2.43		)	(2.43		)
Year ended 12/31/2003	13.15		(0.14		)	5.78			5.64			—	—			—
Year ended 12/31/2002	15.62		(0.11		)	(2.36		)	(2.47		)	—	—			—
Period from 5/15/2001†† to 12/31/2001	15.71		(0.07		)	(0.02		)	(0.09		)	—	—			—

† Unaudited.

†† Commencement of operations.

	Redemption fees	Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets		Gross ratio of expenses to average net assets		Net ratio of net income/(loss) to average net assets		Gross ratio of net income/(loss) to average net assets		Portfolio turnover rate
RS Small Cap Core Equity Fund
Class A:
Six months ended 6/30/2006†	—	$	16.85	6.35	%(a)	$	139,274	1.26	%(b)	1.26	%(b)	(0.26	)%(b)	(0.26	)%(b)	73	%
Year ended 12/31/2005	—	16.58		(0.15	)	132,246		1.25		1.25		(0.20	)	(0.20	)	124
Year ended 12/31/2004	—	19.40		14.74		181,068		1.21		1.21		(0.67	)	(0.67	)	127
Year ended 12/31/2003	—	19.05		43.23		160,049		1.27		1.27		(0.67	)	(0.67	)	105
Year ended 12/31/2002	—	13.30		(15.50	)	111,803		1.25		1.25		(0.45	)	(0.45	)	108
Year ended 12/31/2001	—	15.74		(7.03	)	139,774		1.28		1.28		(0.37	)	(0.37	)	131
Class B:
Six months ended 6/30/2006†	—	15.03		5.84	(a)	8,820		2.37	(b)	2.37	(b)	(1.42	)(b)	(1.42	)(b)	73
Year ended 12/31/2005	—	14.94		(1.21	)	12,971		2.21		2.21		(1.19	)	(1.19	)	124
Year ended 12/31/2004	—	17.94		13.76		23,574		2.13		2.13		(1.59	)	(1.59	)	127
Year ended 12/31/2003	—	17.93		41.85		22,989		2.21		2.21		(1.61	)	(1.61	)	105
Year ended 12/31/2002	—	12.64		(16.29	)	17,189		2.19		2.19		(1.40	)	(1.40	)	108
Year ended 12/31/2001	—	15.10		(7.87	)	20,876		2.18		2.18		(1.27	)	(1.27	)	131
Class C:
Six months ended 6/30/2006†	—	14.90		5.89	(a)	9,822		2.21	(b)	2.21	(b)	(1.21	)(b)	(1.21	)(b)	73
Year ended 12/31/2005	—	14.81		(1.16	)	9,536		2.23		2.23		(1.13	)	(1.13	)	124
Year ended 12/31/2004	—	17.80		13.62		9,757		2.23		2.23		(1.69	)	(1.69	)	127
Year ended 12/31/2003	—	17.83		41.62		8,092		2.39		2.39		(1.79	)	(1.79	)	105
Year ended 12/31/2002	—	12.59		(16.46	)	5,824		2.40		2.40		(1.60	)	(1.60	)	108
Year ended 12/31/2001	—	15.07		(8.05	)	6,752		2.34		2.34		(1.43	)	(1.43	)	131
Class K:
Six months ended 6/30/2006†	—	16.39		6.27	(a)	13,503		1.59	(b)	1.59	(b)	(0.58	)(b)	(0.58	)(b)	73
Year ended 12/31/2005	—	16.16		(0.53	)	12,276		1.58		1.58		(0.48	)	(0.48	)	124
Year ended 12/31/2004	—	19.05		14.47		12,391		1.52		1.52		(0.97	)	(0.97	)	127
Year ended 12/31/2003	—	18.79		42.89		9,893		1.55		1.55		(0.96	)	(0.96	)	105
Year ended 12/31/2002	—	13.15		(15.81	)	6,748		1.55		1.55		(0.75	)	(0.75	)	108
Period from 5/15/2001†† to 12/31/2001	—	15.62		(0.57	)(a)	7,959		1.61	(b)	1.61	(b)	(0.77	)(b)	(0.77	)(b)	131

* Excludes the effect of sales load.

(a) Not annualized.

(b) Annualized.

	Net asset value, beginning of period		Net investment income/ (loss)			Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income			Distributions from net realized capital gains			Total Distributions
RS Asset Allocation Fund
Class A:
Six months ended 6/30/2006†	$	11.84	$	0.06		$	0.26		$	0.32		$	(0.13	)	—			$	(0.13	)
Year ended 12/31/2005	11.43		0.14			0.31			0.45			(0.04		)	—			(0.04		)
Year ended 12/31/2004	10.63		0.16			0.88			1.04			(0.24		)	—			(0.24		)
Year ended 12/31/2003	8.45		0.14			2.20			2.34			(0.16		)	—			(0.16		)
Year ended 12/31/2002	10.84		0.17			(2.38		)	(2.21		)	(0.18		)	—			(0.18		)
Year ended 12/31/2001	13.00		0.30			(1.61		)	(1.31		)	(0.18		)	$	(0.67	)	(0.85		)
Class B:
Six months ended 6/30/2006†	11.76		0.01			0.24			0.25			(0.05		)	—			(0.05		)
Year ended 12/31/2005	11.40		0.03			0.33			0.36			—			—			—
Year ended 12/31/2004	10.57		0.06			0.87			0.93			(0.10		)	—			(0.10		)
Year ended 12/31/2003	8.41		0.05			2.18			2.23			(0.07		)	—			(0.07		)
Year ended 12/31/2002	10.77		0.09			(2.37		)	(2.28		)	(0.08		)	—			(0.08		)
Year ended 12/31/2001	12.95		0.19			(1.59		)	(1.40		)	(0.11		)	(0.67		)	(0.78		)
Class C:
Six months ended 6/30/2006†	11.75		(0.00		)††	0.26			0.26			(0.03		)	—			(0.03		)
Year ended 12/31/2005	11.41		0.01			0.33			0.34			—			—			—
Year ended 12/31/2004	10.56		0.04			0.88			0.92			(0.07		)	—			(0.07		)
Year ended 12/31/2003	8.39		0.02			2.19			2.21			(0.04		)	—			(0.04		)
Year ended 12/31/2002	10.77		0.05			(2.38		)	(2.33		)	(0.05		)	—			(0.05		)
Year ended 12/31/2001	12.94		0.17			(1.64		)	(1.47		)	(0.03		)	(0.67		)	(0.70		)
Class K:
Six months ended 6/30/2006†	11.83		0.03			0.25			0.28			(0.10		)	—			(0.10		)
Year ended 12/31/2005	11.42		0.09			0.33			0.42			(0.01		)	—			(0.01		)
Year ended 12/31/2004	10.60		0.11			0.89			1.00			(0.18		)	—			(0.18		)
Year ended 12/31/2003	8.43		0.09			2.19			2.28			(0.11		)	—			(0.11		)
Year ended 12/31/2002	10.82		0.13			(2.39		)	(2.26		)	(0.13		)	—			(0.13		)
Period from 5/15/2001††† to 12/31/2001	12.06		0.11			(0.68		)	(0.57		)	—			(0.67		)	(0.67		)

† Unaudited.

†† Rounds to less than $0.01

††† Commencement of operations.

	Redemption fees	Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets(a)		Expenses waived/ subsidized by GIS		Gross ratio of expenses to average net assets (b)		Net ratio of net income/ (loss) to average net assets		Gross ratio of net income/ (loss) to average net assets		Portfolio Turnover Rate
RS Asset Allocation Fund
Class A:
Six months ended 6/30/2006†	—	$	12.03	2.75	%(c)	$	93,467	0.37	%(d)	0.84	%(d)	0.86	%(d)	0.89	%(d)	0.05	%(d)	1	%
Year ended 12/31/2005	—	11.84		3.91		97,665		0.40		0.80		0.85		1.05		0.25		3
Year ended 12/31/2004	—	11.43		9.84		111,486		0.41		0.76		0.86		1.30		0.54		0
Year ended 12/31/2003	—	10.63		27.87		118,988		0.43		0.77		0.92	(e)	1.25		0.48		0
Year ended 12/31/2002	—	8.45		(20.64	)	110,593		0.42		0.73		0.89	(e)	1.60		0.87		4
Year ended 12/31/2001	—	10.84		(10.23	)	169,386		0.47		0.63		0.83	(e)	2.44		1.81		51
Class B:
Six months ended 6/30/2006†	—	11.96		2.18	(c)	16,674		1.25	(d)	0.84	(d)	1.74	(d)	(0.07	)(d)	(0.91	)(d)	1
Year ended 12/31/2005	—	11.76		3.16		21,200		1.23		0.80		1.69		0.16		(0.64	)	3
Year ended 12/31/2004	—	11.40		8.83		29,226		1.23		0.76		1.68		0.46		(0.30	)	0
Year ended 12/31/2003	—	10.57		26.65		32,863		1.27		0.77		1.75	(e)	0.43		(0.34	)	0
Year ended 12/31/2002	—	8.41		(21.31	)	29,064		1.25		0.73		1.71	(e)	0.78		0.05		4
Year ended 12/31/2001	—	10.77		(10.99	)	44,813		1.28		0.63		1.64	(e)	1.62		0.99		51
Class C:
Six months ended 6/30/2006†	—	11.98		2.19	(c)	8,698		1.33	(d)	0.84	(d)	1.82	(d)	(0.05	)(d)	(0.89	)(d)	1
Year ended 12/31/2005	—	11.75		2.98		8,486		1.37		0.80		1.83		0.11		(0.69	)	3
Year ended 12/31/2004	—	11.41		8.68		8,431		1.42		0.76		1.87		0.35		(0.41	)	0
Year ended 12/31/2003	—	10.56		26.39		7,857		1.51		0.77		2.00	(e)	0.19		(0.58	)	0
Year ended 12/31/2002	—	8.39		(21.70	)	6,470		1.50		0.73		1.97	(e)	0.58		(0.15	)	4
Year ended 12/31/2001	—	10.77		(11.48	)	8,080		1.46		0.63		1.82	(e)	1.43		0.80		51
Class K:
Six months ended 6/30/2006†	—	12.01		2.40	(c)	11,192		0.65	(d)	0.84	(d)	1.14	(d)	0.64	(d)	(0.20	)(d)	1
Year ended 12/31/2005	—	11.83		3.67		10,271		0.68		0.80		1.14		0.84		0.04		3
Year ended 12/31/2004	—	11.42		9.51		9,293		0.68		0.76		1.13		1.13		0.37		0
Year ended 12/31/2003	—	10.60		27.20		7,859		0.68		0.77		1.17	(e)	1.04		0.27		0
Year ended 12/31/2002	—	8.43		(21.05	)	6,126		0.70		0.73		1.16	(e)	1.39		0.66		4
Period from 5/15/2001††† to 12/31/2001	—	10.82		(4.85	)(c)	7,619		0.75	(d)	0.72	(d)	1.16	(d)(e)	1.57	(d)	0.85	(d)	51

* Excludes the effect of sales load.

(a) After expenses subsidized by GIS and do not include the expenses of the underlying Funds.

(b) Amounts include the expenses of the underlying Funds.

(d) Annualized.

(e) Reflects adjustments made on prior year’s expense waivers.

	Net asset value, beginning of period		Net investment income/ (loss)		Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income			Distributions from net realized capital gains	Total Distributions
RS S&P 500 Index Fund
Class A:
Six months ended 6/30/2006†	$	8.55	$	0.06	$	0.16		$	0.22		$	(0.05	)	—	$	(0.05	)
Year ended 12/31/2005	8.30		0.11		0.25			0.36			(0.11		)	—	(0.11		)
Year ended 12/31/2004	7.63		0.12		0.66			0.78			(0.11		)	—	(0.11		)
Year ended 12/31/2003	6.04		0.08		1.59			1.67			(0.08		)	—	(0.08		)
Year ended 12/31/2002	7.90		0.10		(1.86		)	(1.76		)	(0.10		)	—	(0.10		)
Year ended 12/31/2001	9.07		0.06		(1.17		)	(1.11		)	(0.06		)	—	(0.06		)
Class B:
Six months ended 6/30/2006†	8.54		0.03		0.14			0.17			(0.02		)	—	(0.02		)
Year ended 12/31/2005	8.28		0.05		0.26			0.31			(0.05		)	—	(0.05		)
Year ended 12/31/2004	7.62		0.06		0.66			0.72			(0.06		)	—	(0.06		)
Year ended 12/31/2003	6.03		0.03		1.59			1.62			(0.03		)	—	(0.03		)
Year ended 12/31/2002	7.88		0.02		(1.85		)	(1.83		)	(0.02		)	—	(0.02		)
Year ended 12/31/2001	9.05		0.01		(1.18		)	(1.17		)	(0.00		)††	—	(0.00		)††
Class C:														—
Six months ended 6/30/2006†	8.53		0.03		0.15			0.18			(0.02		)	—	(0.02		)
Year ended 12/31/2005	8.27		0.05		0.26			0.31			(0.05		)	—	(0.05		)
Year ended 12/31/2004	7.61		0.06		0.66			0.72			(0.06		)	—	(0.06		)
Year ended 12/31/2003	6.03		0.03		1.58			1.61			(0.03		)	—	(0.03		)
Year ended 12/31/2002	7.88		0.02		(1.85		)	(1.83		)	(0.02		)	—	(0.02		)
Year ended 12/31/2001	9.05		0.01		(1.17		)	(1.16		)	(0.01		)	—	(0.01		)
Class K:
Six months ended 6/30/2006†	8.55		0.04		0.15			0.19			(0.03		)	—	(0.03		)
Year ended 12/31/2005	8.29		0.07		0.26			0.33			(0.07		)	—	(0.07		)
Year ended 12/31/2004	7.63		0.08		0.66			0.74			(0.08		)	—	(0.08		)
Year ended 12/31/2003	6.04		0.06		1.59			1.65			(0.06		)	—	(0.06		)
Year ended 12/31/2002	7.90		0.05		(1.86		)	(1.81		)	(0.05		)	—	(0.05		)
Period from 5/15/2001††† to 12/31/2001	8.59		0.02		(0.69		)	(0.67		)	(0.02		)	—	(0.02		)

† Unaudited.

†† Rounds to less than $0.01

††† Commencement of operations.

	Redemption fees	Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets(a)		Expenses waived/ subsidized by GIS		Gross ratio of expenses to average net assets		Net ratio of net income/(loss) to average net assets		Gross ratio of net income/ (loss) to average net assets		Portfolio Turnover Rate
RS S&P 500 Index Fund
Class A:
Six months ended 6/30/2006†	—	$	8.72	2.58	%(b)	$	141,992	0.53	%(c)	0.18	%(c)	0.71	%(c)	1.41	%(c)	1.23	%(c)	2	%
Year ended 12/31/2005	—	8.55		4.40		149,719		0.53		0.18		0.71		1.36		1.18		4
Year ended 12/31/2004	—	8.30		10.30		145,072		0.53		0.18		0.71		1.50		1.32		1
Year ended 12/31/2003	—	7.63		27.78		129,228		0.53		0.25		0.78		1.26		1.01		4
Year ended 12/31/2002	—	6.04		(22.35	)	100,129		0.53		0.13		0.68		1.03		0.90		10
Year ended 12/31/2001	—	7.90		(12.25	)	276,645		0.53		0.10		0.63		0.87		0.77		1
Class B:
Six months ended 6/30/2006†	—	8.69		2.05	(b)	11,786		1.28	(c)	0.43	(c)	1.71	(c)	0.66	(c)	0.23	(c)	2
Year ended 12/31/2005	—	8.54		3.75		12,913		1.28		0.43		1.71		0.60		0.17		4
Year ended 12/31/2004	—	8.28		9.40		13,394		1.28		0.45		1.73		0.75		0.30		1
Year ended 12/31/2003	—	7.62		26.94		12,070		1.28		0.61		1.89		0.51		(0.10	)	4
Year ended 12/31/2002	—	6.03		(23.22	)	8,472		1.28		0.52		1.80		0.33		(0.19	)	10
Year ended 12/31/2001	—	7.88		(12.87	)	9,705		1.28		0.47		1.75		0.09		(0.38	)	1
Class C:
Six months ended 6/30/2006†	—	8.69		2.15	(b)	9,399		1.28	(c)	0.47	(c)	1.75	(c)	0.66	(c)	0.19	(c)	2
Year ended 12/31/2005	—	8.53		3.76		9,370		1.28		0.48		1.76		0.61		0.13		4
Year ended 12/31/2004	—	8.27		9.41		9,842		1.28		0.49		1.77		0.74		0.25		1
Year ended 12/31/2003	—	7.61		26.77		8,796		1.28		0.67		1.95		0.51		(0.16	)	4
Year ended 12/31/2002	—	6.03		(23.21	)	6,175		1.28		0.57		1.85		0.33		(0.24	)	10
Year ended 12/31/2001	—	7.88		(12.87	)	7,598		1.28		0.49		1.77		0.09		(0.40	)	1
Class K:
Six months ended 6/30/2006†	—	8.71		2.27	(b)	14,220		0.93	(c)	0.19	(c)	1.12	(c)	1.01	(c)	0.82	(c)	2
Year ended 12/31/2005	—	8.55		4.05		13,074		0.93		0.19		1.12		0.96		0.77		4
Year ended 12/31/2004	—	8.29		9.72		10,244		0.93		0.16		1.09		1.13		0.97		1
Year ended 12/31/2003	—	7.63		27.31		7,594		0.93		0.21		1.14		0.86		0.65		4
Year ended 12/31/2002	—	6.04		(23.00	)	5,722		0.93		0.10		1.13		0.68		0.58		10
Period from 5/15/2001††† to 12/31/2001	—	7.90		(7.76	) (b)	7,383		0.93	(c)	0.15	(c)	1.08	(c)	0.47	(c)	0.32	(c)	1

* Excludes the effect of sales load.

(a) After expenses subsidized by GIS and do not include the expenses of the underlying Funds.

(b) Not annualized.

	Net asset value, beginning of period		Net investment income/ (loss)			Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income			Distributions from net realized capital gain			Total Distributions
RS International Growth Fund
Class A:
Six months ended 6/30/2006†	$	15.28	$	0.09		$	1.27		$	1.36		$	(0.10	)	—			$	(0.10	)
Year ended 12/31/2005	13.26		0.07			2.00			2.07			(0.05		)	—			(0.05		)
Year ended 12/31/2004	11.43		0.03			1.83			1.86			(0.03		)	—			(0.03		)
Year ended 12/31/2003	8.90		0.18			2.33			2.51			(0.01		)	—			(0.01		)
Year ended 12/31/2002	11.09		0.06			(2.25		)	(2.19		)	—			—			—
Year ended 12/31/2001	14.28		0.01			(3.20		)	(3.19		)	—			—			—
Class B:															—
Six months ended 6/30/2006†	13.74		(0.21		)	1.34			1.13			—			—			—
Year ended 12/31/2005	12.02		(0.46		)	2.18			1.72			—			—			—
Year ended 12/31/2004	10.45		(0.29		)	1.86			1.57			—			—			—
Year ended 12/31/2003	8.22		(0.16		)	2.36			2.20			—			—			—
Year ended 12/31/2002	10.38		(0.19		)	(1.97		)	(2.16		)	—			—			—
Year ended 12/31/2001	13.54		(0.20		)	(2.96		)	(3.16		)	—			—			—
Class C:															—
Six months ended 6/30/2006†	13.82		0.01			1.15			1.16			—			—			—
Year ended 12/31/2005	12.06		(0.06		)	1.82			1.76			—			—			—
Year ended 12/31/2004	10.47		(0.08		)	1.67			1.59			—			—			—
Year ended 12/31/2003	8.24		(0.08		)	2.28			2.20			—			—			—
Year ended 12/31/2002	10.40		(0.09		)	(2.07		)	(2.16		)	—			—			—
Year ended 12/31/2001	13.55		(0.12		)	(3.03		)	(3.15		)	—			—			—
Class K:
Six months ended 6/30/2006†	15.03		0.07			1.25			1.32			(0.09		)	—			(0.09		)
Year ended 12/31/2005	13.06		0.03			1.98			2.01			(0.04		)	—			(0.04		)
Year ended 12/31/2004	11.24		0.00		††	1.82			1.82			—			—			—
Year ended 12/31/2003	8.76		0.00		††	2.45			2.45			—			—			—
Year ended 12/31/2002	10.94		0.00		††	(2.18		)	(2.18		)	—			—			—
Period from 5/15/2001††† to 12/31/2001	12.96		(0.04		)	(1.98		)	(2.02		)	—			—			—

RS Emerging Markets Fund
Class A:
Six months ended 6/30/2006†	19.28		0.10			1.86			1.96			(0.03		)	$	(0.48	)	$	(0.51	)
Year ended 12/31/2005	14.67		0.10			5.61			5.71			(0.05		)	(1.05		)	(1.10		)
Year ended 12/31/2004	12.39		0.05			2.85			2.90			(0.03		)	(0.59		)	(0.62		)
Year ended 12/31/2003	8.07		0.05			4.27			4.32			—			—			—
Year ended 12/31/2002	8.45		0.01			(0.39		)	(0.38		)	—			—			—
Year ended 12/31/2001	8.31		0.01			0.13			0.14			—			—			—
Class B:
Six months ended 6/30/2006†	17.37		(0.01		)	1.68			1.67			—			(0.48		)	(0.48		)
Year ended 12/31/2005	13.39		(0.04		)	5.07			5.03			—			(1.05		)	(1.05		)
Year ended 12/31/2004	11.44		(0.05		)	2.59			2.54			—			(0.59		)	(0.59		)
Year ended 12/31/2003	7.55		(0.04		)	3.93			3.89			—			—			—
Year ended 12/31/2002	7.98		(0.10		)	(0.33		)	(0.43		)	—			—			—
Year ended 12/31/2001	7.97		(0.10		)	0.11			0.01			—			—			—
Class C:												—
Six months ended 6/30/2006†	17.44		0.02			1.66			1.68			—			(0.48		)	(0.48		)
Year ended 12/31/2005	13.43		0.00		††	5.06			5.06			—			(1.05		)	(1.05		)
Year ended 12/31/2004	11.47		(0.06		)	2.61			2.55			—			(0.59		)	(0.59		)
Year ended 12/31/2003	7.56		(0.04		)	3.95			3.91			—			—			—
Year ended 12/31/2002	8.00		(0.09		)	(0.35		)	(0.44		)	—			—			—
Year ended 12/31/2001	7.98		(0.09		)	0.11			0.02			—			—			—
Class K:
Six months ended 6/30/2006†	18.88		0.05			1.83			1.88			(0.02		)	(0.48		)	(0.50		)
Year ended 12/31/2005	14.39		0.07			5.47			5.54			—			(1.05		)	(1.05		)
Year ended 12/31/2004	12.19		0.01			2.79			2.80			(0.01		)	(0.59		)	(0.60		)
Year ended 12/31/2003	7.97		0.03			4.19			4.22			—			—			—
Year ended 12/31/2002	8.36		(0.03		)	(0.36		)	(0.39		)	—			—			—
Period from 5/15/2001††† to 12/31/2001	8.35		(0.06		)	0.07			0.01			—			—			—

† Unaudited.

†† Rounds to less than $0.01

††† Commencement of operations.

100

	Redemption fees			Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets		Gross ratio of expenses to average net assets		Net ratio of net income/(loss) to average net assets		Gross ratio of net income/(loss) to average net assets		Portfolio turnover rate
RS International Growth Fund
Class A:
Six months ended 6/30/2006†	$	0.00	(a)	$	16.54	8.94	%(b)	$	44,705	1.74	%(c)	1.74	% (c)	1.21	%(c)	1.21	%(c)	17	%
Year ended 12/31/2005	0.00		(a)	15.28		15.63		39,786		1.86		1.86		0.48		0.48		28
Year ended 12/31/2004	0.00		(a)	13.26		16.34		35,106		1.94		1.94		0.13		0.13		24
Year ended 12/31/2003	0.03			11.43		28.57		32,126		1.93		1.93		0.50		0.50		44
Year ended 12/31/2002	—			8.90		(19.75	)	47,948		1.62		1.62		0.29		0.29		45
Year ended 12/31/2001	—			11.09		(22.34	)	80,856		1.53		1.53		0.06		0.06		63
Class B:
Six months ended 6/30/2006†	0.00		(a)	14.87		8.22	(b)	5,325		2.97	(c)	2.97	(c)	(0.07	)(c)	(0.07	)(c)	17
Year ended 12/31/2005	0.00		(a)	13.74		14.31		5,518		3.05		3.05		(0.64	)	(0.64	)	28
Year ended 12/31/2004	0.00		(a)	12.02		15.02		6,307		3.08		3.08		(0.98	)	(0.98	)	24
Year ended 12/31/2003	0.03			10.45		27.13		6,535		3.19		3.19		(1.00	)	(1.00	)	44
Year ended 12/31/2002	—			8.22		(20.81	)	5,598		2.87		2.87		(0.98	)	(0.98	)	45
Year ended 12/31/2001	—			10.38		(23.34	)	8,228		2.62		2.62		(1.05	)	(1.05	)	63
Class C:
Six months ended 6/30/2006†	0.00		(a)	14.98		8.39	(b)	8,206		2.67	(c)	2.67	(c)	0.26	(c)	0.26	(c)	17
Year ended 12/31/2005	0.00		(a)	13.82		14.59		7,660		2.81		2.81		(0.48	)	(0.48	)	28
Year ended 12/31/2004	0.00		(a)	12.06		15.19		6,687		2.95		2.95		(0.89	)	(0.89	)	24
Year ended 12/31/2003	0.03			10.47		27.06		5,546		3.10		3.10		(0.93	)	(0.93	)	44
Year ended 12/31/2002	—			8.24		(20.77	)	4,381		2.85		2.85		(0.99	)	(0.99	)	45
Year ended 12/31/2001	—			10.40		(23.25	)	5,530		2.60		2.60		(1.04	)	(1.04	)	63
Class K:
Six months ended 6/30/2006†	0.00		(a)	16.26		8.81	(b)	12,591		1.98	(c)	1.98	(c)	0.94	(c)	0.94	(c)	17
Year ended 12/31/2005	0.00		(a)	15.03		15.42		10,804		2.06		2.06		0.25		0.25		28
Year ended 12/31/2004	0.00		(a)	13.06		16.19		8,792		2.04		2.04		0.00	(a)	0.00	(a)	24
Year ended 12/31/2003	0.03			11.24		28.31		6,979		2.13		2.13		0.04		0.04		44
Year ended 12/31/2002	—			8.76		(19.93	)	5,407		1.86		1.86		0.01		0.01		45
Period from 5/15/2001††† to 12/31/2001	—			10.94		(15.59	)(b)	6,753		1.84	(c)	1.84	(c)	(0.60	)(c)	(0.60	)(c)	63

RS Emerging Markets Fund
Class A:
Six months ended 6/30/2006†	0.00		(a)	20.73		10.51	(b)	132,138		1.67	(c)	1.67	(c)	0.89	(c)	0.89	(c)	32
Year ended 12/31/2005	0.00		(a)	19.28		39.83		121,194		1.78		1.78		0.78		0.78		38
Year ended 12/31/2004	0.00		(a)	14.67		23.53		61,975		1.88		1.88		0.42		0.42		71
Year ended 12/31/2003	—			12.39		53.53		43,561		2.10		2.10		0.57		0.57		74
Year ended 12/31/2002	—			8.07		(4.50	)	27,356		2.10		2.10		(0.04	)	(0.04	)	81
Year ended 12/31/2001	—			8.45		1.68		19,777		2.39		2.39		(0.19	)	(0.19	)	101
Class B:
Six months ended 6/30/2006†	0.00		(a)	18.56		9.99	(b)	14,148		2.58	(c)	2.58	(c)	(0.02	)(c)	(0.02	)(c)	32
Year ended 12/31/2005	0.00		(a)	17.37		38.56		13,495		2.74		2.74		(0.05	)	(0.05	)	38
Year ended 12/31/2004	0.00		(a)	13.39		22.28		12,138		2.90		2.90		(0.58	)	(0.58	)	71
Year ended 12/31/2003	—			11.44		51.52		9,389		3.20		3.20		(0.54	)	(0.54	)	74
Year ended 12/31/2002	—			7.55		(5.39	)	5,965		3.21		3.21		(1.16	)	(1.16	)	81
Year ended 12/31/2001	—			7.98		0.13		6,023		3.51		3.51		(1.28	)	(1.28	)	101
Class C:
Six months ended 6/30/2006†	0.00		(a)	18.64		10.00	(b)	21,104		2.51	(c)	2.51	(c)	0.07	(c)	0.07	(c)	32
Year ended 12/31/2005	0.00		(a)	17.44		38.68		17,895		2.68		2.68		(0.06	)	(0.06	)	38
Year ended 12/31/2004	0.00		(a)	13.43		22.30		12,291		2.85		2.85		(0.55	)	(0.55	)	71
Year ended 12/31/2003	—			11.47		51.72		9,540		3.17		3.17		(0.51	)	(0.51	)	74
Year ended 12/31/2002	—			7.56		(5.50	)	6,306		3.12		3.12		(1.08	)	(1.08	)	81
Year ended 12/31/2001	—			8.00		0.25		6,486		3.34		3.34		(1.12	)	(1.12	)	101
Class K:
Six months ended 6/30/2006†	0.00		(a)	20.26		10.33	(b)	25,766		2.01	(c)	2.01	(c)	0.55	(c)	0.55	(c)	32
Year ended 12/31/2005	0.00		(a)	18.88		39.44		22,522		2.12		2.12		0.49		0.49		38
Year ended 12/31/2004	0.00		(a)	14.39		23.16		15,202		2.19		2.19		0.12		0.12		71
Year ended 12/31/2003	—			12.19		52.95		11,803		2.38		2.38		0.29		0.29		74
Year ended 12/31/2002	—			7.97		(4.67	)	7,685		2.36		2.36		(0.32	)	(0.32	)	81
Period from 5/15/2001††† to 12/31/2001	—			8.36		0.12	(b)	8,020		2.63	(c)	2.63	(c)	(1.23	)(c)	(1.23	)(c)	101

* Excludes the effect of sales load.

(a) Rounds to less than $0.01.

(b) Not annualized.

101

	Net asset value, beginning of period		Net investment income/(loss)		Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income			Distributions from net realized capital gains			Total Distributions
RS Investment Quality Bond Fund
Class A:
Six months ended 6/30/2006†	$	9.76	$	0.21	$	(0.30	)	$	(0.09	)	$	(0.21	)	$	(0.03	)	$	(0.24	)
Year ended 12/31/2005	10.02		0.38		(0.18		)	0.20			(0.38		)	(0.08		)	(0.46		)
Year ended 12/31/2004	10.09		0.38		0.03			0.41			(0.38		)	(0.10		)	(0.48		)
Year ended 12/31/2003	10.28		0.35		0.11			0.46			(0.35		)	(0.30		)	(0.65		)
Year ended 12/31/2002	9.86		0.44		0.45			0.89			(0.44		)	(0.03		)	(0.47		)
Year ended 12/31/2001	9.61		0.50		0.30			0.80			(0.50		)	(0.05		)	(0.55		)
Class B:
Six months ended 6/30/2006†	9.76		0.17		(0.30		)	(0.13		)	(0.17		)	(0.03		)	(0.20		)
Year ended 12/31/2005	10.01		0.31		(0.17		)	0.14			(0.31		)	(0.08		)	(0.39		)
Year ended 12/31/2004	10.09		0.30		0.02			0.32			(0.30		)	(0.10		)	(0.40		)
Year ended 12/31/2003	10.28		0.27		0.11			0.38			(0.27		)	(0.30		)	(0.57		)
Year ended 12/31/2002	9.86		0.37		0.45			0.82			(0.37		)	(0.03		)	(0.40		)
Year ended 12/31/2001	9.60		0.43		0.31			0.74			(0.43		)	(0.05		)	(0.48		)
Class C:
Six months ended 6/30/2006†	9.76		0.17		(0.30		)	(0.13		)	(0.17		)	(0.03		)	(0.20		)
Year ended 12/31/2005	10.01		0.31		(0.17		)	0.14			(0.31		)	(0.08		)	(0.39		)
Year ended 12/31/2004	10.09		0.30		0.02			0.32			(0.30		)	(0.10		)	(0.40		)
Year ended 12/31/2003	10.28		0.27		0.11			0.38			(0.27		)	(0.30		)	(0.57		)
Year ended 12/31/2002	9.86		0.37		0.45			0.82			(0.37		)	(0.03		)	(0.40		)
Year ended 12/31/2001	9.60		0.43		0.31			0.74			(0.43		)	(0.05		)	(0.48		)
Class K:
Six months ended 6/30/2006†	9.77		0.19		(0.30		)	(0.11		)	(0.19		)	(0.03		)	(0.22		)
Year ended 12/31/2005	10.03		0.34		(0.18		)	0.16			(0.34		)	(0.08		)	(0.42		)
Year ended 12/31/2004	10.10		0.34		0.03			0.37			(0.34		)	(0.10		)	(0.44		)
Year ended 12/31/2003	10.29		0.31		0.11			0.42			(0.31		)	(0.30		)	(0.61		)
Year ended 12/31/2002	9.87		0.40		0.45			0.85			(0.40		)	(0.03		)	(0.43		)
Period from 5/15/2001†† to 12/31/2001	9.68		0.28		0.24			0.52			(0.28		)	(0.05		)	(0.33		)

RS Low Duration Bond Fund
Class A:
Six months ended 6/30/2006†	9.77		0.17		(0.08		)	0.09			(0.17		)	—			(0.17		)
Year ended 12/31/2005	9.93		0.29		(0.16		)	0.13			(0.29		)	—			(0.29		)
Year ended 12/31/2004	10.02		0.23		(0.09		)	0.14			(0.23		)	—			(0.23		)
Period from 7/30/2003†† to 12/31/2003	10.00		0.08		0.02			0.10			(0.08		)	—			(0.08		)
Class B:
Six months ended 6/30/2006†	9.77		0.14		(0.08		)	0.06			(0.14		)	—			(0.14		)
Year ended 12/31/2005	9.93		0.22		(0.16		)	0.06			(0.22		)	—			(0.22		)
Year ended 12/31/2004	10.02		0.15		(0.09		)	0.06			(0.15		)	—			(0.15		)
Period from 7/30/2003†† to 12/31/2003	10.00		0.05		0.02			0.07			(0.05		)	—			(0.05		)
Class C:
Six months ended 6/30/2006†	9.77		0.14		(0.08		)	0.06			(0.14		)	—			(0.14		)
Year ended 12/31/2005	9.93		0.22		(0.16		)	0.06			(0.22		)	—			(0.22		)
Year ended 12/31/2004	10.02		0.15		(0.09		)	0.06			(0.15		)	—			(0.15		)
Period from 7/30/2003†† to 12/31/2003	10.00		0.05		0.02			0.07			(0.05		)	—			(0.05		)
Class K:
Six months ended 6/30/2006†	9.77		0.16		(0.08		)	0.08			(0.16		)	—			(0.16		)
Year ended 12/31/2005	9.93		0.25		(0.16		)	0.09			(0.25		)	—			(0.25		)
Year ended 12/31/2004	10.02		0.19		(0.09		)	0.10			(0.19		)	—			(0.19		)
Period from 7/30/2003†† to 12/31/2003	10.00		0.06		0.02			0.08			(0.06		)	—			(0.06		)

† Unaudited.

†† Commencement of operations.

102

	Redemption fees	Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets(a)(b)		Expenses Subsidized by GIS		Gross ratio of expenses to average net assets		Net ratio of net income/ (loss) to average net assets		Gross ratio of net income/ (loss) to average net assets		Portfolio turnover rate
RS Investment Quality Bond Fund
Class A:
Six months ended 6/30/2006†	—	$	9.43	(0.96	)%(c)	$	90,496	0.86	%(d)	0.17	%(d)	1.03	%(d)	4.33	%(d)	4.16	%(d)	75	%
Year ended 12/31/2005	—	9.76		2.07		99,230		0.85		0.15		1.00		3.83		3.68		189
Year ended 12/31/2004	—	10.02		4.10		105,131		0.85		0.13		0.98		3.74		3.61		233
Year ended 12/31/2003	—	10.09		4.53		143,536		0.85		0.11		0.96		3.40		3.29		257
Year ended 12/31/2002	—	10.28		9.25		170,658		0.85		0.08		0.93		4.37		4.29		275
Year ended 12/31/2001	—	9.86		8.55		144,900		0.86		0.09		0.95		5.11		5.02		414
Class B:
Six months ended 6/30/2006†	—	9.43		(1.33	)(c)	12,524		1.61	(d)	0.37	(d)	1.98	(d)	3.58	(d)	3.21	(d)	75
Year ended 12/31/2005	—	9.76		1.41		13,925		1.60		0.33		1.93		3.08		2.75		189
Year ended 12/31/2004	—	10.01		3.22		16,685		1.60		0.28		1.88		2.99		2.71		233
Year ended 12/31/2003	—	10.09		3.75		18,374		1.60		0.27		1.87		2.65		2.38		257
Year ended 12/31/2002	—	10.28		8.43		19,308		1.60		0.27		1.87		3.58		3.31		275
Year ended 12/31/2001	—	9.86		7.86		13,036		1.61		0.31		1.92		4.31		4.00		414
Class C:
Six months ended 6/30/2006†	—	9.43		(1.33	)(c)	9,795		1.61	(d)	0.41	(d)	2.02	(d)	3.58	(d)	3.17	(d)	75
Year ended 12/31/2005	—	9.76		1.41		10,008		1.60		0.38		1.98		3.08		2.70		189
Year ended 12/31/2004	—	10.01		3.22		11,422		1.60		0.33		1.93		2.99		2.66		233
Year ended 12/31/2003	—	10.09		3.75		11,206		1.60		0.35		1.95		2.66		2.31		257
Year ended 12/31/2002	—	10.28		8.44		10,753		1.60		0.36		1.96		3.64		3.28		275
Year ended 12/31/2001	—	9.86		7.85		9,090		1.61		0.36		1.97		4.36		4.00		414
Class K:
Six months ended 6/30/2006†	—	9.44		(1.15	)(c)	9,805		1.26	(d)	0.15	(d)	1.41	(d)	3.94	(d)	3.79	(d)	75
Year ended 12/31/2005	—	9.77		1.67		9,251		1.25		0.12		1.37		3.43		3.31		189
Year ended 12/31/2004	—	10.03		3.69		11,004		1.25		0.06		1.31		3.34		3.28		233
Year ended 12/31/2003	—	10.10		4.11		9,820		1.25		0.05		1.30		3.00		2.95		257
Year ended 12/31/2002	—	10.29		8.81		9,213		1.25		0.03		1.28		4.00		3.97		275
Period from 5/15/2001†† to 12/31/2001	—	9.87		5.43	(c)	8,436		1.26	(d)	0.08	(d)	1.34	(d)	4.48	(d)	4.40	(d)	414

RS Low Duration Bond Fund
Class A:
Six months ended 6/30/2006†	—	9.69		0.98	(c)	9,501		0.80	(d)	0.75	(d)	1.55	(d)	3.62	(d)	2.87	(d)	41
Year ended 12/31/2005	—	9.77		1.34		9,316		0.80		0.73		1.53		2.95		2.22		122
Year ended 12/31/2004	—	9.93		1.36		9,487		0.80		0.69		1.49		2.25		1.56		68
Period from 7/30/2003†† to 12/31/2003	—	10.02		0.99	(c)	8,457		0.80	(d)	1.20	(d)	2.00	(d)	1.87	(d)	0.67	(d)	97
Class B:
Six months ended 6/30/2006†	—	9.69		0.61	(c)	8,248		1.55	(d)	0.77	(d)	2.32	(d)	2.87	(d)	2.10	(d)	41
Year ended 12/31/2005	—	9.77		0.58		8,317		1.55		0.75		2.30		2.20		1.45		122
Year ended 12/31/2004	—	9.93		0.61		8,695		1.55		0.70		2.25		1.51		0.81		68
Period from 7/30/2003†† to 12/31/2003	—	10.02		0.67	(c)	7,743		1.55	(d)	1.20	(d)	2.75	(d)	1.11	(d)	(0.09	)(d)	97
Class C:
Six months ended 6/30/2006†	—	9.69		0.61	(c)	7,763		1.55	(d)	0.79	(d)	2.34	(d)	2.87	(d)	2.08	(d)	41
Year ended 12/31/2005	—	9.77		0.58		7,730		1.55		0.77		2.32		2.20		1.43		122
Year ended 12/31/2004	—	9.93		0.61		7,817		1.55		0.73		2.28		1.51		0.78		68
Period from 7/30/2003†† to 12/31/2003	—	10.02		0.67	(c)	7,611		1.55	(d)	1.21	(d)	2.76	(d)	1.11	(d)	(0.10	)(d)	97
Class K:
Six months ended 6/30/2006†	—	9.69		0.78	(c)	9,024		1.20	(d)	0.42	(d)	1.62	(d)	3.23	(d)	2.81	(d)	41
Year ended 12/31/2005	—	9.77		0.93		8,428		1.20		0.39		1.59		2.56		2.17		122
Year ended 12/31/2004	—	9.93		0.96		7,718		1.20		0.39		1.59		1.86		1.47		68
Period from 7/30/2003†† to 12/31/2003	—	10.02		0.82	(c)	7,565		1.20	(d)	0.97	(d)	2.17	(d)	1.46	(d)	0.49	(d)	97

* Excludes the effect of sales load.

(a) After expenses subsidized by GIS.

(b) Expense ratio includes interest expense associated with reverse repurchase agreements.

(d) Annualized.

103

	Net asset value, beginning of period		Net investment income/(loss)		Net realized and unrealized gain/(loss)			Total From Investment Operations			Dividends from net investment income			Distributions from net realized capital gains			Total Distributions
RS High Yield Bond Fund
Class A:
Six months ended 6/30/2006†	$	7.35	$	0.25	$	(0.16	)	$	0.09		$	(0.25	)	—			$	(0.25	)
Year ended 12/31/2005	7.58		0.47		(0.23		)	0.24			(0.47		)	—			(0.47		)
Year ended 12/31/2004	7.45		0.52		0.13			0.65			(0.52		)	—			(0.52		)
Year ended 12/31/2003	6.69		0.54		0.76			1.30			(0.54		)	—			(0.54		)
Year ended 12/31/2002	7.19		0.55		(0.50		)	0.05			(0.55		)	—			(0.55		)
Year ended 12/31/2001	7.66		0.69		(0.47		)	0.22			(0.69		)	—			(0.69		)
Class B:
Six months ended 6/30/2006†	7.35		0.22		(0.16		)	0.06			(0.22		)	—			(0.22		)
Year ended 12/31/2005	7.57		0.42		(0.22		)	0.20			(0.42		)	—			(0.42		)
Year ended 12/31/2004	7.45		0.47		0.12			0.59			(0.47		)	—			(0.47		)
Year ended 12/31/2003	6.69		0.48		0.76			1.24			(0.48		)	—			(0.48		)
Year ended 12/31/2002	7.18		0.50		(0.49		)	0.01			(0.50		)	—			(0.50		)
Year ended 12/31/2001	7.66		0.64		(0.48		)	0.16			(0.64		)	—			(0.64		)
Class C:
Six months ended 6/30/2006†	7.34		0.22		(0.15		)	0.07			(0.22		)	—			(0.22		)
Year ended 12/31/2005	7.57		0.42		(0.23		)	0.19			(0.42		)	—			(0.42		)
Year ended 12/31/2004	7.45		0.47		0.12			0.59			(0.47		)	—			(0.47		)
Year ended 12/31/2003	6.69		0.48		0.76			1.24			(0.48		)	—			(0.48		)
Year ended 12/31/2002	7.18		0.50		(0.49		)	0.01			(0.50		)	—			(0.50		)
Year ended 12/31/2001	7.65		0.64		(0.47		)	0.17			(0.64		)	—			(0.64		)
Class K:
Six months ended 6/30/2006†	7.35		0.23		(0.16		)	0.07			(0.23		)	—			(0.23		)
Year ended 12/31/2005	7.58		0.44		(0.23		)	0.21			(0.44		)	—			(0.44		)
Year ended 12/31/2004	7.45		0.49		0.13			0.62			(0.49		)	—			(0.49		)
Year ended 12/31/2003	6.69		0.51		0.76			1.27			(0.51		)	—			(0.51		)
Year ended 12/31/2002	7.19		0.53		(0.50		)	0.03			(0.53		)	—			(0.53		)
Period from 5/15/2001†† to 12/31/2001	7.68		0.39		(0.49		)	(0.10		)	(0.39		)	—			(0.39		)

RS Tax-Exempt Fund
Class A:
Six months ended 6/30/2006†	9.98		0.17		(0.18		)	(0.01		)	(0.17		)	$	(0.00	)††	(0.17		)
Year ended 12/31/2005	10.19		0.36		0.05			0.41			(0.36		)	(0.26		)	(0.62		)
Year ended 12/31/2004	10.31		0.36		0.08			0.44			(0.36		)	(0.20		)	(0.56		)
Year ended 12/31/2003	10.51		0.37		0.18			0.55			(0.37		)	(0.38		)	(0.75		)
Year ended 12/31/2002	10.09		0.40		0.61			1.01			(0.40		)	(0.19		)	(0.59		)
Year ended 12/31/2001	10.10		0.41		0.06			0.47			(0.41		)	(0.07		)	(0.48		)
Class C:
Six months ended 6/30/2006†	9.98		0.14		(0.18		)	(0.04		)	(0.14		)	(0.00		)††	(0.14		)
Year ended 12/31/2005	10.19		0.28		0.05			0.33			(0.28		)	(0.26		)	(0.54		)
Year ended 12/31/2004	10.31		0.28		0.08			0.36			(0.28		)	(0.20		)	(0.48		)
Year ended 12/31/2003	10.51		0.29		0.18			0.47			(0.29		)	(0.38		)	(0.67		)
Year ended 12/31/2002	10.09		0.32		0.61			0.93			(0.32		)	(0.19		)	(0.51		)
Year ended 12/31/2001	10.10		0.34		0.06			0.40			(0.34		)	(0.07		)	(0.41		)

† Unaudited.

†† Rounds to less than $0.01.

104

	Redemption fees			Net asset value, end of period		Total Return*		Net assets, end of period (thousands)		Net ratio of expenses to average net assets(a)		Expenses Subsidized by GIS		Gross ratio of expenses to average net assets		Net ratio of net income/ (loss) to average net assets		Gross ratio of net income/ (loss) to average net assets		Portfolio turnover rate
RS High Yield Bond Fund
Class A:
Six months ended 6/30/2006†	$	0.00	(b)	$	7.19	1.18	%(c)	$	45,448	0.85	%(d)	0.36	%(d)	1.21	%(d)	6.81	%(d)	6.45	%(d)	41	%
Year ended 12/31/2005	0.00		(b)	7.35		3.34		48,246		0.85		0.34		1.19		6.38		6.04		89
Year ended 12/31/2004	0.00		(b)	7.58		9.15		57,250		0.85		0.34		1.19		7.00		6.66		95
Year ended 12/31/2003	—			7.45		20.11		42,589		0.85		0.42		1.27		7.59		7.17		153
Year ended 12/31/2002	—			6.69		0.96		33,894		0.85		0.45		1.30		8.17		7.72		69
Year ended 12/31/2001	—			7.19		2.87		33,797		0.85		0.47		1.32		9.21		8.74		141
Class B:
Six months ended 6/30/2006†	0.00		(b)	7.19		0.80	(c)	9,644		1.60	(d)	0.61	(d)	2.21	(d)	6.06	(d)	5.45	(d)	41
Year ended 12/31/2005	0.00		(b)	7.35		2.70		9,874		1.60		0.59		2.19		5.63		5.04		89
Year ended 12/31/2004	0.00		(b)	7.57		8.20		10,013		1.60		0.62		2.22		6.30		5.68		95
Year ended 12/31/2003	—			7.45		19.22		10,018		1.60		0.72		2.32		6.85		6.13		153
Year ended 12/31/2002	—			6.69		0.35		8,336		1.60		0.77		2.37		7.42		6.65		69
Year ended 12/31/2001	—			7.18		1.96		8,182		1.60		0.78		2.38		8.42		7.64		141
Class C:
Six months ended 6/30/2006†	0.00		(b)	7.19		0.94	(c)	10,464		1.60	(d)	0.57	(d)	2.17	(d)	6.06	(d)	5.49	(d)	41
Year ended 12/31/2005	0.00		(b)	7.34		2.56		10,463		1.60		0.55		2.15		5.63		5.08		89
Year ended 12/31/2004	0.00		(b)	7.57		8.20		10,110		1.60		0.59		2.19		6.29		5.70		95
Year ended 12/31/2003	—			7.45		19.22		9,316		1.60		0.71		2.31		6.85		6.14		153
Year ended 12/31/2002	—			6.69		0.35		7,710		1.60		0.77		2.37		7.42		6.65		69
Year ended 12/31/2001	—			7.18		2.09		7,657		1.60		0.71		2.31		8.43		7.72		141
Class K:
Six months ended 6/30/2006†	0.00		(b)	7.19		0.98	(c)	12,191		1.25	(d)	0.30	(d)	1.55	(d)	6.41	(d)	6.11	(d)	41
Year ended 12/31/2005	0.00		(b)	7.35		2.93		11,772		1.25		0.27		1.52		5.98		5.71		89
Year ended 12/31/2004	0.00		(b)	7.58		8.72		10,734		1.25		0.28		1.53		6.64		6.36		95
Year ended 12/31/2003	—			7.45		19.63		9,581		1.25		0.33		1.58		7.20		6.87		153
Year ended 12/31/2002	—			6.69		0.55		7,944		1.25		0.35		1.60		7.77		7.42		69
Period from 5/15/2001†† to 12/31/2001	—			7.19		(1.31	)(c)	7,893		1.25	(d)	0.41	(d)	1.66	(d)	8.36	(d)	7.95	(d)	141

RS Tax-Exempt Fund
Class A:
Six months ended 6/30/2006†	—			9.80		(0.02	)(c)	88,154		0.86	(d)(e)	0.09	(d)	0.95	(d)	3.54	(d)	3.45	(d)	73
Year ended 12/31/2005	—			9.98		4.02		86,515		0.86	(e)	0.10		0.96		3.48		3.38		160
Year ended 12/31/2004	—			10.19		4.38		82,118		0.87	(e)	0.09		0.96		3.49		3.40		161
Year ended 12/31/2003	—			10.31		5.34		80,025		0.89	(e)	0.09		0.98		3.52		3.43		68
Year ended 12/31/2002	—			10.51		10.20		113,852		0.87	(e)	0.06		0.93		3.85		3.79		99
Year ended 12/31/2001	—			10.09		4.78		107,676		0.91	(e)	0.09		1.00		4.03		3.94		181
Class C:
Six months ended 6/30/2006†	—			9.80		(0.39	)(c)	10,946		1.61	(d)(e)	0.32	(d)	1.93	(d)	2.79	(d)	2.47	(d)	73
Year ended 12/31/2005	—			9.98		3.24		11,060		1.61	(e)	0.33		1.94		2.73		2.40		160
Year ended 12/31/2004	—			10.19		3.60		10,704		1.62	(e)	0.33		1.95		2.74		2.41		161
Year ended 12/31/2003	—			10.31		4.54		10,553		1.64	(e)	0.36		2.00		2.77		2.41		68
Year ended 12/31/2002	—			10.51		9.37		9,741		1.62	(e)	0.37		1.99		3.11		2.74		99
Year ended 12/31/2001	—			10.09		3.99		8,783		1.66	(e)	0.37		2.03		3.28		2.91		181

* Excludes the effect of sales load.

(a) After expenses subsidized by GIS.

(b) Rounds to less than $0.01.

(d) Annualized.

(e) Before offset of custody credits. Including the custody credits in Class A, the expense ratio is 0.85% for each year ended 12/31/2001, 2002, 2003, 2004, 2005 and for the six months ended 6/30/2006; in Class C the expense ratio is 1.60% for each year ended 12/31/2001, 2002, 2003, 2004 and 2005 and for the six months ended 6/30/2006.

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	Net asset value, beginning of period		Net investment income/(loss)		Net realized and unrealized gain/(loss)	Total From Investment Operations		Dividends from net investment income			Distributions from net realized capital gains	Total Distributions
RS Cash Management Fund
Class A:
Six months ended 6/30/2006†	$	1.000	$	0.019	—	$	0.019	$	(0.019	)	—	$	(0.019	)
Year ended 12/31/2005	1.000		0.024		—	0.024		(0.024		)	—	(0.024		)
Year ended 12/31/2004	1.000		0.006		—	0.006		(0.006		)	—	(0.006		)
Year ended 12/31/2003	1.000		0.004		—	0.004		(0.004		)	—	(0.004		)
Year ended 12/31/2002	1.000		0.009		—	0.009		(0.009		)	—	(0.009		)
Year ended 12/31/2001	1.000		0.032		—	0.032		(0.032		)	—	(0.032		)
Class B:
Six months ended 6/30/2006†	1.000		0.016		—	0.016		(0.016		)	—	(0.016		)
Year ended 12/31/2005	1.000		0.017		—	0.017		(0.017		)	—	(0.017		)
Year ended 12/31/2004	1.000		0.006		—	0.006		(0.006		)	—	(0.006		)
Year ended 12/31/2003	1.000		0.002		—	0.002		(0.002		)	—	(0.002		)
Year ended 12/31/2002	1.000		0.002		—	0.002		(0.002		)	—	(0.002		)
Year ended 12/31/2001	1.000		0.025		—	0.025		(0.025		)	—	(0.025		)
Class C:
Six months ended 6/30/2006†	1.000		0.016		—	0.016		(0.016		)	—	(0.016		)
Year ended 12/31/2005	1.000		0.017		—	0.017		(0.017		)	—	(0.017		)
Year ended 12/31/2004	1.000		0.006		—	0.006		(0.006		)	—	(0.006		)
Year ended 12/31/2003	1.000		0.002		—	0.002		(0.002		)	—	(0.002		)
Year ended 12/31/2002	1.000		0.002		—	0.002		(0.002		)	—	(0.002		)
Year ended 12/31/2001	1.000		0.025		—	0.025		(0.025		)	—	(0.025		)
Class K:
Six months ended 6/30/2006†	1.000		0.017		—	0.017		(0.017		)	—	(0.017		)
Year ended 12/31/2005	1.000		0.020		—	0.020		(0.020		)	—	(0.020		)
Year ended 12/31/2004	1.000		0.005		—	0.005		(0.005		)	—	(0.005		)
Year ended 12/31/2003	1.000		0.002		—	0.002		(0.002		)	—	(0.002		)
Year ended 12/31/2002	1.000		0.005		—	0.005		(0.005		)	—	(0.005		)
Period from 5/15/2001†† to 12/31/2001	1.000		0.013		—	0.013		(0.013		)	—	(0.013		)

† Unaudited.

†† Commencement of operations.

106

	Redemption fees	Net asset value, end of period		Total Return*		Net Assets, end of period (thousands)		Net ratio of expenses to average net assets(a)		Expenses Subsidized by GIS		Gross ratio of expenses to average net assets		Net ratio of net income/(loss) to average net assets		Gross ratio of net income/ (loss) to average net assets
RS Cash Management Fund
Class A:
Six months ended 6/30/2006†	—	$	1.000	1.94	%(b)	$	405,410	0.85	%(c)	0.06	%(c)	0.91	%(c)	3.89	%(c)	3.83	%(c)
Year ended 12/31/2005	—	1.000		2.41		396,012		0.85		0.06		0.91		2.37		2.31
Year ended 12/31/2004	—	1.000		0.57		442,109		0.85		0.04		0.89		0.55		0.51
Year ended 12/31/2003	—	1.000		0.37		529,321		0.85		0.05		0.90		0.38		0.33
Year ended 12/31/2002	—	1.000		0.95		658,159		0.85		0.02		0.87		0.94		0.92
Year ended 12/31/2001	—	1.000		3.27		606,045		0.85		0.04		0.89		3.13		3.09
Class B:
Six months ended 6/30/2006†	—	1.000		1.57	(b)	4,729		1.60	(c)	0.23	(c)	1.83	(c)	3.13	(c)	2.90	(c)
Year ended 12/31/2005	—	1.000		1.76		5,030		1.47		0.39		1.86		1.68		1.29
Year ended 12/31/2004	—	1.000		0.57		8,144		0.85		0.99		1.84		0.53		(0.46	)
Year ended 12/31/2003	—	1.000		0.21		12,498		1.03	(d)	0.73	(d)	1.76	(d)	0.21		(0.52	)(d)
Year ended 12/31/2002	—	1.000		0.23		18,485		1.57	(d)	0.16	(d)	1.73	(d)	0.22		0.06	(d)
Year ended 12/31/2001	—	1.000		2.48		15,685		1.60		0.12		1.72		2.37		2.25
Class C:
Six months ended 6/30/2006†	—	1.000		1.57	(b)	6,298		1.60	(c)	0.09	(c)	1.69	(c)	3.14	(c)	3.05	(c)
Year ended 12/31/2005	—	1.000		1.76		6,233		1.47		0.21		1.68		1.69		1.48
Year ended 12/31/2004	—	1.000		0.57		8,626		0.85		0.80		1.65		0.57		(0.23	)
Year ended 12/31/2003	—	1.000		0.21		9,086		1.02	(d)	0.63	(d)	1.65	(d)	0.21		(0.42	)(d)
Year ended 12/31/2002	—	1.000		0.22		9,330		1.57	(d)	0.06	(d)	1.63	(d)	0.22		0.16	(d)
Year ended 12/31/2001	—	1.000		2.48		8,492		1.60		0.04		1.64		2.47		2.43
Class K:
Six months ended 6/30/2006†	—	1.000		1.74	(b)	12,359		1.25	(c)	0.06	(c)	1.31	(c)	3.48	(c)	3.42	(c)
Year ended 12/31/2005	—	1.000		2.00		10,083		1.25		0.07		1.32		1.96		1.89
Year ended 12/31/2004	—	1.000		0.47		10,424		0.95		0.30		1.25		0.48		0.18
Year ended 12/31/2003	—	1.000		0.18		9,682		1.25		—		—		0.18		0.18
Year ended 12/31/2002	—	1.000		0.55		8,500		1.25		—		—		0.54		0.54
Period from 5/15/2001†† to 12/31/2001	—	1.000		1.26	(b)	8,125		1.25	(c)	0.01	(c)	1.26	(c)	1.99	(c)	1.98	(c)

* Excludes the effect of sales load.

(a) After expenses subsidized by GIS.

(b) Not annualized.

(d) Revised to reflect additional subsidies to maintain a minimum yield threshold.

107

Additional Information

The Trust’s Statement of Additional Information (“SAI”), dated October 9, 2006, as revised from time to time, and annual and semiannual reports to shareholders (including reports of the Predecessor Funds) contain additional information about the Funds. The Trust’s SAI is incorporated by reference into this Prospectus, which means that it is part of this Prospectus for legal purposes. The annual reports discuss the market conditions and the investment strategies that significantly affected each Fund’s performance during its past fiscal year. You may obtain free copies of these materials, request other information about a Fund, or make shareholder inquiries by writing to the Trust at the address at the bottom of this page or by calling 1-800-766-FUND (3863). Some of the information described herein, including the SAI, annual and semi-annual reports to shareholders (when available), and periodic disclosure of portfolio holdings, shall be made available, free of charge, on RS Investments’ Web site at www.RSinvestments.com. Shareholder reports of the Predecessor Funds are not available on RS Investments’ Web site, but may be obtained by writing to the Trust or by calling the Trust as described above.

The Trust and RS Investments have adopted a code of ethics, which, under certain circumstances, permits personnel subject to the code to invest in securities that may be purchased or held by a Fund. The code of ethics of the Trust and RS Investments is filed as an exhibit to the Trust’s registration statement. You may review and copy information about the Trust, including the SAI and the code of ethics, at the Securities and Exchange Commission’s Public Reference Room in Washington, DC. You may call the Commission at 202-551-8090 for information about the operation of the Public Reference Room. The Commission maintains a Web site at www.sec.gov, which contains reports and other information about the Funds on the EDGAR database. You may also obtain copies of these materials, including the code of ethics, upon payment of a duplicating fee, by electronic request at publicinfo@sec.gov or by writing the Public Reference Section of the SEC, 100 F Street NE, Washington, DC 20549. You may need to refer to the Trust’s file number under the Investment Company Act, which is 811-05159.

Investment Company Act File No. 811-05159

[###]

RS | investments

CALL 1-800-766-FUND | www.RSinvestments.com | 388 MARKET STREET, SAN FRANCISCO CA 94111

108

TABLE OF CONTENTS

CAPTION		PAGE
TRUST INFORMATION		3
INVESTMENTS AND RISKS		4
THE FUNDS’ INVESTMENT LIMITATIONS		23
MANAGEMENT OF THE FUNDS		24
INVESTMENT ADVISORY AND OTHER SERVICES		33
PORTFOLIO TRANSACTIONS AND BROKERAGE		43
DISCLOSURE OF PORTFOLIO HOLDINGS		44
DISTRIBUTION OF SHARES; DISTRIBUTION PLAN		45
HOW NET ASSET VALUE IS DETERMINED		47
TAXES		49
ADDITIONAL INFORMATION		53
FINANCIAL STATEMENTS		53
APPENDIX A DESCRIPTION OF SECURITIES RATINGS		A-1
APPENDIX B PROXY VOTING POLICIES AND PROCEDURES.		B-1

TRUST INFORMATION

Trust History

RS Investment Trust (“Robertson Stephens Investment Trust” until 1999) was organized on May 11, 1987, under the laws of The Commonwealth of Massachusetts and is a business entity commonly known as a “Massachusetts business trust.” A copy of the Agreement and Declaration of Trust, which is governed by Massachusetts law, is on file with the Secretary of State of The Commonwealth of Massachusetts.

Fund Classification

The Trust currently offers twenty-three series of shares of beneficial interest, of which the twelve series listed on the first page are discussed in this SAI (each such series, a “Fund” and collectively, the “Funds”), each with separate investment objectives and policies. Each Fund is an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Each of the Funds is a “diversified” investment company under the 1940 Act. This means that, with respect to 75% of a Fund’s total assets, the Fund may not invest in securities of any issuer if, immediately after such investment, (i) more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of that issuer or (ii) more than 10% of the outstanding voting securities of the issuer would be held by the Fund (this limitation does not apply to investments in U.S. Government securities). A Fund is not subject to this limitation with respect to the remaining 25% of its total assets.

Under the Internal Revenue Code, to qualify as a regulated investment company, a fund, must meet certain diversification requirements as determined at the close of each quarter of each taxable year. For instance, no more than 25% of a fund’s assets can be invested in the securities of any one issuer other than U.S. Government securities and securities of other regulated investment companies or of two or more issuers which the regulated investment company controls and which are engaged in the same, similar, or related trades or businesses. In addition, at least 50% of the market value of the fund’s assets must be represented by cash or cash items, U.S. government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer.

Capitalization

The Trust has an unlimited number of shares of beneficial interest that may, without shareholder approval, be divided into an unlimited number of series of such shares, which, in turn, may be divided into an unlimited number of classes of such shares. The Trust is currently authorized to offer four classes of shares: Class A, Class B, Class C, and Class K. Not all of the Funds offer all of these share classes.

The proceeds received by each Fund for each issue or sale of its shares, and all income, earnings, profits, and proceeds thereof, subject only to the rights of creditors, will be specifically allocated to such Fund, and constitute the underlying assets of that Fund. The underlying assets of each Fund will be segregated on the Trust’s books of account, and will be charged with the liabilities in respect of such Fund and with a share of the general liabilities of the Trust. Expenses with respect to any two or more Funds may be allocated in proportion to the net asset values of the respective Funds except where allocations of direct expenses can otherwise be fairly made.

Shareholders of each series will have one vote for each full share owned and proportionate, fractional votes for fractional shares held. Generally, shares of each series vote separately as a single series except when required by law or determined by the Board of Trustees. Although the Trust is not required to hold annual meetings of its shareholders, shareholders have the right to call a meeting to elect or remove Trustees or to take other actions as provided in the Agreement and Declaration of Trust.

INVESTMENTS AND RISKS

In addition to the principal investment strategies and the principal risks of the Funds described in the Prospectus, each Fund may employ other investment practices and may be subject to additional risks which are described below. Because the following is a combined description of investment strategies and risks for all of the Funds, certain strategies and/or risks described below may not apply to your Fund. Unless a strategy or policy described below is specifically prohibited by the investment restrictions listed in the Prospectus, under “The Funds’ Investment Limitations” in this SAI, or by applicable law, a Fund may, but will not necessarily, engage in each of the practices described below.

RS Investment Management Co. LLC (“RSIM Co.”) serves as investment adviser to all of the Funds. RSIM Co. is sometimes referred to in this SAI as “RS Investments.”

Lower-Rated Debt Securities

A Fund may purchase lower-rated debt securities, sometimes referred to as “junk bonds.” A security will be considered to be rated below investment grade if it is rated by Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“Standard & Poor’s”) Ba1 or BB+, respectively, or lower, or if unrated, has been determined by RS Investments or a Fund’s sub-adviser or sub-sub-adviser (each, an “Adviser”), as applicable, to be of comparable quality. See Appendix A for a description of these ratings.

The lower ratings of certain securities held by a Fund reflect a greater possibility that adverse changes in the financial condition of the issuer, or in general economic conditions, or both, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of securities held by the Fund more volatile and could limit the Fund’s ability to sell its securities at prices approximating the values a Fund had placed on such securities. In the absence of a liquid trading market for securities held by it, the Fund may be unable at times to establish the fair market value of such securities. The rating assigned to a security by Moody’s or Standard & Poor’s does not reflect an assessment of the volatility of the security’s market value or of the liquidity of an investment in the security.

Like those of other fixed-income securities, the values of lower-rated securities fluctuate in response to changes in interest rates. Thus, a decrease in interest rates generally will result in an increase in the value of a Fund’s fixed-income securities. Conversely, during periods of rising interest rates, the value of a Fund’s fixed-income securities generally will decline. In addition, the values of such securities are also affected by changes in general economic conditions and business conditions affecting the specific industries of their issuers. Changes by recognized rating services in their ratings of any fixed-income security and in the ability of an issuer to make payments of interest and principal may also affect the value of these investments. Changes in the values of portfolio securities generally will not affect cash income derived from such securities, but will affect the Fund’s net asset value.

Issuers of lower-rated securities are often highly leveraged, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. In addition, such issuers may not have more traditional methods of financing available to them, and may be unable to repay debt at maturity by refinancing. The risk of loss due to default in payment of interest or principal by such issuers is significantly greater because such securities frequently are unsecured and subordinated to the prior payment of senior indebtedness. Certain of the lower-rated securities in which a Fund may invest are issued to raise funds in connection with the acquisition of a company, in so-called “leveraged buy-out” transactions. The highly leveraged capital structure of such issuers may make them especially vulnerable to adverse changes in economic conditions.

Under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell lower-rated securities when an Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than might otherwise be available. In many cases, lower-rated securities may be purchased in private placements and, accordingly, will be subject to restrictions on resale as a matter of contract or under securities laws. Under such circumstances, it may also be more difficult to determine the fair value of such securities for purposes of computing a Fund’s net asset value. In order to enforce its

rights in the event of a default under lower-rated securities, a Fund may be required to take possession of and manage assets securing the issuer’s obligations on such securities, which may increase the Fund’s operating expenses and adversely affect the Fund’s net asset value. A Fund may also be limited in its ability to enforce its rights and may incur greater costs in enforcing its rights in the event an issuer becomes the subject of bankruptcy proceedings. In addition, the Funds’ intention to qualify as “regulated investment companies” under the Internal Revenue Code may limit the extent to which a Fund may exercise its rights by taking possession of such assets.

Certain securities held by a Fund may permit the issuer at its option to “call,” or redeem, its securities. If an issuer were to redeem securities held by a Fund during a time of declining interest rates, the Fund may not be able to reinvest the proceeds in securities providing the same investment return as the securities redeemed.

Lower rated securities may be subject to certain risks not typically associated with “investment grade” securities, such as the following: (1) reliable and objective information about the value of lower rated obligations may be difficult to obtain because the market for such securities may be thinner and less active than that for investment grade obligations; (2) adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower than investment grade obligations, and, in turn, adversely affect their market; (3) companies that issue lower rated obligations may be in the growth stage of their development, or may be financially troubled or highly leveraged, so they may not have more traditional methods of financing available to them; (4) when other institutional investors dispose of their holdings of lower rated debt securities, the general market and the prices for such securities could be adversely affected; and (5) the market for lower rated securities could be impaired if legislative proposals to limit their use in connection with corporate reorganizations or to limit their tax and other advantages are enacted.

Options

A Fund may purchase and sell put and call options on their portfolio securities to enhance investment performance and to protect against changes in market prices. There is no assurance that a Fund’s use of put and call options will achieve its desired objective, and a Fund’s use of options may result in losses to the Fund.

Covered call options. A Fund may write covered call options on its securities to realize a greater current return through the receipt of premiums than it would realize on its securities alone. Such option transactions may also be used as a limited form of hedging against a decline in the price of securities owned by the Fund.

A call option gives the holder the right to purchase, and obligates the writer to sell, a security at the exercise price at any time before the expiration date. A call option is “covered” if the writer, at all times while obligated as a writer, either owns the underlying securities (or comparable securities satisfying the cover requirements of the securities exchanges), or has the right to acquire such securities through immediate conversion of securities.

A Fund will receive a premium from writing a call option, which increases the Fund’s return on the underlying security in the event the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the underlying security.

In return for the premium received when it writes a covered call option, a Fund gives up some or all of the opportunity to profit from an increase in the market price of the securities covering the call option during the life of the option. The Fund retains the risk of loss should the price of such securities decline. If the option expires unexercised, the Fund realizes a gain equal to the premium, which may be offset by a decline in price of the underlying security. If the option is exercised, the Fund realizes a gain or loss equal to the difference between the Fund’s cost for the underlying security and the proceeds of sale (exercise price minus commissions) plus the amount of the premium.

A Fund may terminate a call option that it has written before it expires by entering into a closing purchase transaction. A Fund may enter into closing purchase transactions in order to free itself to sell the underlying security or to write another call on the security, realize a profit on a previously written call option, or protect a security from being called in an unexpected market rise. Any profits from a closing purchase transaction may be offset by a decline in the value of the underlying security. Conversely, because increases in the market price of a call option

will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund.

Covered put options. A Fund may write covered put options in order to enhance its current return. Such options transactions may also be used as a limited form of hedging against an increase in the price of securities that the Fund plans to purchase. A put option gives the holder the right to sell, and obligates the writer to buy, a security at the exercise price at any time before the expiration date. A put option is “covered” if the writer segregates cash and high-grade short-term debt obligations or other permissible collateral equal to the price to be paid if the option is exercised.

In addition to the receipt of premiums and the potential gains from terminating such options in closing purchase transactions, a Fund also receives interest on the cash and debt securities maintained to cover the exercise price of the option. By writing a put option, the Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market value, resulting in a potential capital loss unless the security later appreciates in value.

A Fund may terminate a put option that it has written before it expires by entering into a closing purchase transaction. Any loss from this transaction may be partially or entirely offset by the premium received on the terminated option.

Purchasing put and call options. A Fund may also purchase put options to protect portfolio holdings against a decline in market value. This protection lasts for the life of the put option because the Fund, as a holder of the option, may sell the underlying security at the exercise price regardless of any decline in its market price. In order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs that the Fund must pay. These costs will reduce any profit the Fund might have realized had it sold the underlying security instead of buying the put option.

A Fund may purchase call options to hedge against an increase in the price of securities that the Fund wants ultimately to buy. Such hedge protection is provided during the life of the call option since the Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying security’s market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit the Fund might have realized had it bought the underlying security at the time it purchased the call option.

A Fund may also purchase put and call options to attempt to enhance its current return.

Options on foreign securities. A Fund may purchase and sell options on foreign securities if an Adviser believes that the investment characteristics of such options, including the risks of investing in such options, are consistent with the Fund’s investment objective. It is expected that risks related to such options will not differ materially from risks related to options on U.S. securities. However, position limits and other rules of foreign exchanges may differ from those in the United States. In addition, options markets in some countries, many of which are relatively new, may be less liquid than comparable markets in the United States.

Options on securities indices. A Fund may write or purchase options on securities indices, subject to its general investment restrictions regarding options transactions. Index options are similar to options on individual securities in that the purchaser of an index option acquires the right to buy (in the case of a call) or sell (in the case of a put), and the writer undertakes the obligation to sell or buy (as the case may be), units of an index at a stated exercise price during the term of the option. Instead of giving the right to take or make actual delivery of securities, the holder of an index option has the right to receive a cash “exercise settlement amount.” This amount is equal to the amount by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of the exercise, multiplied by a fixed “index multiplier.”

Price movements in securities which a Fund owns or intends to purchase probably will not correlate perfectly with movements in the level of a securities index and, therefore, a Fund bears the risk of a loss on a securities index option which is not completely offset by movements in the price of such securities. Because securities index options are settled in cash, a call writer cannot determine the amount of its settlement obligations in advance and, unlike call writing on a specific security, cannot provide in advance for, or cover, its potential

settlement obligations by acquiring and holding underlying securities. A Fund may, however, cover call options written on a securities index by holding a mix of securities which substantially replicate the movement of the index or by holding a call option on the securities index with an exercise price no higher than the call option sold.

A Fund may purchase or sell options on stock indices in order to close out its outstanding positions in options on stock indices which it has purchased. A Fund may also allow such options to expire unexercised.

Compared to the purchase or sale of futures contracts, the purchase of call or put options on an index involves less potential risk to a Fund because the maximum amount at risk is the premium paid for the options plus transactions costs. The writing of a put or call option on an index involves risks similar to those risks relating to the purchase or sale of index futures contracts.

Risks involved in the sale of options. The successful use of a Fund’s options strategies depends on the ability of an Adviser to forecast correctly interest rate and market movements. For example, if a Fund were to write a call option based on an Adviser’s expectation that the price of the underlying security would fall, but the price were to rise instead, the Fund could be required to sell the security upon exercise at a price below the current market price. Similarly, if a Fund were to write a put option based on an Adviser’s expectation that the price of the underlying security would rise, but the price were to fall instead, the Fund could be required to purchase the security upon exercise at a price higher than the current market price.

When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the option’s expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Fund will lose part or all of its investment in the option. This contrasts with an investment by a Fund in the underlying security, since the Fund will not realize a loss if the security’s price does not change.

The effective use of options also depends on a Fund’s ability to terminate option positions at times when an Adviser deems it desirable to do so. There is no assurance that a Fund will be able to effect closing transactions at any particular time or at an acceptable price.

If a secondary market in options were to become unavailable, a Fund could no longer engage in closing transactions. Lack of investor interest might adversely affect the liquidity of the market for particular options or series of options. A market may discontinue trading of a particular option or options generally. In addition, a market could become temporarily unavailable if unusual events — such as volume in excess of trading or clearing capability — were to interrupt its normal operations.

A market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. For example, if an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. If an options market were to become unavailable, a Fund as a holder of an option would be able to realize profits or limit losses only by exercising the option, and the Fund, as option writer, would remain obligated under the option until expiration or exercise.

Disruptions in the markets for the securities underlying options purchased or sold by a Fund could result in losses on the options. If trading is interrupted in an underlying security, the trading of options on that security is normally halted as well. As a result, a Fund as purchaser or writer of an option will be unable to close out its positions until options trading resumes, and it may be faced with considerable losses if trading in the security reopens at a substantially different price. In addition, the Options Clearing Corporation or other options markets may impose exercise restrictions. If a prohibition on exercise is imposed at the time when trading in the option has also been halted, a Fund as purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If the Options Clearing Corporation were to determine that the available supply of an underlying security appears insufficient to permit delivery by the writers of all outstanding calls in the event of exercise, it may prohibit indefinitely the exercise of put options. A Fund, as holder of such a put option, could lose its entire investment if the prohibition remained in effect until the put option’s expiration.

Foreign-traded options are subject to many of the same risks presented by internationally-traded securities. In addition, because of time differences between the United States and various foreign countries, and because

different holidays are observed in different countries, foreign options markets may be open for trading during hours or on days when U.S. markets are closed. As a result, option premiums may not reflect the current prices of the underlying interest in the United States.

Over-the-counter (“OTC”) options purchased by a Fund and assets held to cover OTC options written by a Fund may, under certain circumstances, be considered illiquid securities for purposes of any limitation on the Fund’s ability to invest in illiquid securities.

Swap Contracts

A Fund may invest in credit default swaps and credit default index investments. Credit derivatives allow a Fund to manage credit risk through buying and selling credit protection on specific issuers or a basket of issuers. In a credit default swap, one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return in the event of default (or similar events) by one or more third parties, such as a U.S. or foreign issuer or basket of such issuers, on their obligations. For example, in purchasing a credit default swap, a Fund may pay a premium in return for the right to put specified bonds or loans to the counterparty upon issuer default (or similar events) at their par (or other agreed-upon) value. As a purchaser in a credit default swap, a Fund would have the risk that the investment might expire worthless. It also would involve counterparty risk – the risk that the counterparty may fail to satisfy its payment obligations to the Fund in the event of a default (or similar event). In addition, as a purchaser in a credit default swap, the Fund’s investment would only generate income in the event of an actual default (or similar event) by the issuer of the underlying obligation.

Financial Futures Contracts

A Fund may enter into interest rate futures contracts and securities index futures contracts (collectively referred to as “financial futures contracts”). Interest rate futures contracts obligate the long or short holder to take or make delivery of a specified quantity of a financial instrument during a specified future period at a specified price. Securities index futures contracts, which are contracts to buy or sell units of a securities index at a specified future date at a price agreed upon when the contract is made, are similar in economic effect, but they are based on a specific index of securities (rather than on specified securities) and are settled in cash.

The following example illustrates generally the manner in which index futures contracts operate. The Standard & Poor’s 100 Stock Index (the “S&P 100 Index”) is composed of 100 selected common stocks, most of which are listed on the New York Stock Exchange (the “NYSE”). The S&P 100 Index assigns relative weightings to the common stocks included in the Index, and the Index fluctuates with changes in the market values of those common stocks. In the case of the S&P 100 Index, contracts are to buy or sell 100 units. Thus, if the value of the S&P 100 Index were $180, one contract would be worth $18,000 (100 units x $180). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract, with the settlement being the difference between the contract price and the actual level of the stock index at the expiration of the contract. For example, if a Fund enters into a futures contract to buy 100 units of the S&P 100 Index at a specified future date at a contract price of $180 and the S&P 100 Index is at $184 on that future date, the Fund will gain $400 (100 units x gain of $4). If the Fund enters into a futures contract to sell 100 units of the stock index at a specified future date at a contract price of $180 and the S&P 100 Index is at $182 on that future date, the Fund will lose $200 (100 units x loss of $2).

Positions in index futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures.

In order to hedge its investments successfully using financial futures contracts, a Fund must invest in futures contracts with respect to indexes or sub-indexes the movements of which will, in an Adviser’s judgment, have a significant correlation with movements in the prices of the Fund’s securities.

There are special risks associated with entering into financial futures contracts. The skills needed to use financial futures contracts effectively are different from those needed to select a Fund’s investments. There may be an imperfect correlation between the price movements of financial futures contracts and the price movements of the securities in which a Fund invests. There is also a risk that a Fund will be unable to close a futures position when desired because there is no liquid secondary market for it.

The risk of loss in trading financial futures can be substantial due to the low margin deposits required and the extremely high degree of leverage involved in futures pricing. Relatively small price movements in a financial futures contract could have an immediate and substantial impact, which may be favorable or unfavorable to a Fund. It is possible for a price-related loss to exceed the amount of a Fund’s margin deposit.

Although some financial futures contracts by their terms call for the actual delivery or acquisition of securities at expiration, in most cases the contractual commitment is closed out before expiration. The offsetting of a contractual obligation is accomplished by purchasing (or selling as the case may be) on a commodities or futures exchange an identical financial futures contract calling for delivery in the same month. Such a transaction, if effected through a member of an exchange, cancels the obligation to make or take delivery of the securities. A Fund will incur brokerage fees when it purchases or sells financial futures contracts, and will be required to maintain margin deposits. If a liquid secondary market does not exist when a Fund wishes to close out a financial futures contract, it will not be able to do so and will continue to be required to make daily cash payments of variation margin in the event of adverse price movements.

Margin Payments. When a Fund purchases or sells a futures contract, it is required to deposit with its custodian an amount of cash, U.S. Treasury bills, or other permissible collateral equal to a small percentage of the amount of the futures contract. This amount is known as “initial margin.” The nature of initial margin is different from that of margin in security transactions in that it does not involve borrowing money to finance transactions. Rather, initial margin is similar to a performance bond or good faith deposit that is returned to a Fund upon termination of the contract, assuming the Fund satisfies its contractual obligations.

Subsequent payments to and from the broker occur on a daily basis in a process known as “marking to market.” These payments are called “variation margin” and are made as the value of the underlying futures contract fluctuates. For example, when a Fund sells a futures contract and the price of the underlying index rises above the delivery price, the Fund’s position declines in value. The Fund then pays the broker a variation margin payment equal to the difference between the delivery price of the futures contract and the value of the index underlying the futures contract. Conversely, if the price of the underlying index falls below the delivery price of the contract, the Fund’s futures position increases in value. The broker then must make a variation margin payment equal to the difference between the delivery price of the futures contract and the value of the index underlying the futures contract.

When a Fund terminates a position in a futures contract, a final determination of variation margin is made, additional cash is paid by or to the Fund, and the Fund realizes a loss or a gain. Such closing transactions involve additional commission costs.

Options on Financial Futures Contracts. A Fund may purchase and write call and put options on financial futures contracts. An option on a financial futures contract gives the purchaser the right, in return for the premium paid, to assume a position in an index futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the holder would assume the underlying futures position and would receive a variation margin payment of cash or securities approximating the increase in the value of the holder’s option position. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash based on the difference between the exercise price of the option and the closing level of the index on which the futures contract is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.

Special Risks of Transactions in Futures Contracts and Related Options. Financial futures contracts entail risks. The risks associated with purchasing and writing put and call options on financial futures contracts can be influenced by the market for financial futures contracts. An increase in the market value of a financial futures contract on which the Fund has written an option may cause the option to be exercised. In this situation, the benefit to a Fund would be limited to the value of the exercise price of the option and, if a Fund closes out the option, the cost of entering into the offsetting transaction could exceed the premium the Fund initially received for writing the option. In addition, a Fund’s ability to enter into an offsetting transaction depends upon the market’s demand for such financial futures contracts. If a purchased option expires unexercised, a Fund would realize a loss in the amount of the premium paid for the option.

If an Adviser’s judgment about the general direction of interest rates or markets is wrong, the overall performance may be poorer than if no financial futures contracts had been entered into. For example, in some cases,

securities called for by a financial futures contract may not have been issued at the time the contract was written. In addition, the market prices of financial futures contracts may be affected by certain factors.

Liquidity risks. Positions in futures contracts may be closed out only on an exchange or board of trade which provides a secondary market for such futures. There is no assurance that a liquid secondary market on an exchange or board of trade will exist for any particular contract or at any particular time. If there is not a liquid secondary market at a particular time, it may not be possible to close a futures position at such time and, in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin. However, in the event financial futures are used to hedge portfolio securities, such securities will not generally be sold until the financial futures can be terminated. In such circumstances, an increase in the price of the portfolio securities, if any, may partially or completely offset losses on the financial futures.

The ability to establish and close out positions in options on futures contracts will be subject to the development and maintenance of a liquid secondary market. It is not certain that such a market will develop. Although a Fund generally will purchase only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option or at any particular time. In the event no such market exists for particular options, it might not be possible to effect closing transactions in such options, with the result that a Fund would have to exercise the options in order to realize any profit.

Hedging risks. There are several risks in connection with the use by a Fund of futures contracts and related options as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and options and movements in the underlying securities or index or movements in the prices of a Fund’s securities which are the subject of a hedge. An Adviser will, however, attempt to reduce this risk by purchasing and selling, to the extent possible, futures contracts and related options on securities and indexes the movements of which will, in its judgment, correlate closely with movements in the prices of the underlying securities or index and the Fund’s portfolio securities sought to be hedged.

Successful use of futures contracts and options by a Fund for hedging purposes is also subject to an Adviser’s ability to predict correctly movements in the direction of the market. It is possible that, where a Fund has purchased puts on futures contracts to hedge its portfolio against a decline in the market, the securities or index on which the puts are purchased may increase in value and the value of securities held in the portfolio may decline. If this occurred, the Fund would lose money on the puts and also experience a decline in the value of its portfolio securities. In addition, the prices of futures, for a number of reasons, may not correlate perfectly with movements in the underlying securities or index due to certain market distortions. First, all participants in the futures market are subject to margin deposit requirements. Such requirements may cause investors to close futures contracts through offsetting transactions which could distort the normal relationship between the underlying security or index and futures markets. Second, the margin requirements in the futures markets are less onerous than margin requirements in the securities markets in general, and as a result the futures markets may attract more speculators than the securities markets do. Increased participation by speculators in the futures markets may also cause temporary price distortions. Due to the possibility of price distortion, even a correct forecast of general market trends by an Adviser still may not result in a successful hedging transaction over a very short time period.

Other Risks. A Fund will incur brokerage fees in connection with their futures and options transactions. In addition, while futures contracts and options on futures will be purchased and sold to reduce certain risks, those transactions themselves entail certain other risks. Thus, while a Fund may benefit from the use of futures and related options, unanticipated changes in interest rates or stock price movements may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options transactions. Moreover, in the event of an imperfect correlation between the futures position and the portfolio position that is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss.

Each Fund has claimed an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a pool operator under that Act.

Convertible Securities

Convertible securities include bonds, debentures, notes, preferred stocks, and other securities that may be converted into or exchanged for, at a specific price or formula within a particular period of time, a prescribed

amount of common stock or other equity securities of the same or a different issuer. Convertible securities entitle the holder to receive interest paid or accrued on debt or dividends paid or accrued on preferred stock until the security matures or is redeemed, converted, or exchanged.

The market value of a convertible security is a function of its “investment value” and its “conversion value.” A security’s “investment value” represents the value of the security without its conversion feature (i.e., a nonconvertible fixed income security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuer’s capital structure. A security’s “conversion value” is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security.

If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security.

A Fund’s investments in convertible securities may at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. Because conversion of the security is not at the option of the holder, a Fund may be required to convert the security into the underlying common stock even at times when the value of the underlying common stock or other equity security has declined substantially.

A Fund’s investments in convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid. A Fund may not be able to dispose of such securities in a timely fashion or for a fair price, which could result in losses to the Fund.

Mortgage- and Asset-Backed Securities

Mortgage-backed securities, including collateralized mortgage obligations (“CMOs”) and certain stripped mortgage-backed securities represent a participation in, or are secured by, mortgage loans. Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property and receivables from credit card agreements. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.

Mortgage-backed securities have yield and maturity characteristics corresponding to the underlying assets. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity, when the entire principal amount comes due, payments on certain mortgage-backed securities include both interest and a partial repayment of principal. Besides the scheduled repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will result in early payment of the applicable mortgage-related securities. In that event a Fund may be unable to invest the proceeds from the early payment of the mortgage-related securities in an investment that provides as high a yield as the mortgage-related securities. Consequently, early payment associated with mortgage-related securities may cause these securities to experience significantly greater price and yield volatility than that experienced by traditional fixed-income securities. The occurrence of mortgage prepayments is affected by factors including the level of interest rates, general economic conditions, the location and age of the mortgage and other social and demographic conditions. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-related securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to increase the life of mortgage-related securities. If the life of a mortgage-related security is inaccurately predicted, a Fund may not be able to realize the rate of return the adviser expected.

Mortgage-backed and asset-backed securities are less effective than other types of securities as a means of “locking in” attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. These prepayments

would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Funds.

Prepayments may cause losses on securities purchased at a premium. At times, some mortgage-backed and asset-backed securities will have higher than market interest rates and therefore will be purchased at a premium above their par value.

CMOs may be issued by a U.S. Government agency or instrumentality or by a private issuer. Although payment of the principal of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by the U.S. Government or its agencies or instrumentalities, these CMOs represent obligations solely of the private issuer and are not insured or guaranteed by the U.S. Government, its agencies or instrumentalities or any other person or entity.

Prepayments could cause early retirement of CMOs. CMOs are designed to reduce the risk of prepayment for investors by issuing multiple classes of securities, each having different maturities, interest rates and payment schedules, and with the principal and interest on the underlying mortgages allocated among the several classes in various ways. Payment of interest or principal on some classes or series of CMOs may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages. CMOs of different classes or series are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. If enough mortgages are repaid ahead of schedule, the classes or series of a CMO with the earliest maturities generally will be retired prior to their maturities. Thus, the early retirement of particular classes or series of a CMO would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities. Conversely, slower than anticipated prepayments can extend the effective maturities of CMOs, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing their volatility.

Prepayments could result in losses on stripped mortgage-backed securities. Stripped mortgage-backed securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an interest only or “IO” class of stripped mortgage-backed securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurable adverse effect on a Fund’s yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully, or at all, its initial investment in these securities. Conversely, principal only securities or “POs” tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated.

The secondary market for stripped mortgage-backed securities may be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting a Fund’s ability to buy or sell those securities at any particular time.

Trust-Preferred Securities

A Fund may invest in trust-preferred (or “capital”) securities. These securities, which are issued by entities such as special purpose bank subsidiaries, currently are permitted to treat the interest payments as a tax-deductible cost. Capital securities, which have no voting rights, have a final stated maturity date and a fixed schedule for periodic payments. In addition, capital securities have provisions which afford preference over common and preferred stock upon liquidation, although the securities are subordinated to other, more senior debt securities of the same issuer. The issuers of these securities retain the right to defer interest payments for a period of up to five years, although interest continues to accrue cumulatively. The deferral of payments may not exceed the stated maturity date of the securities themselves. The non-payment of deferred interest at the end of the permissible period will be treated as an incidence of default. At the present time, the Internal Revenue Service treats capital securities as debt. In the event that the tax treatment of interest payments of these types of securities is modified, a Fund will reconsider the appropriateness of continued investment in these securities.

Some of a Fund’s investments may have variable interest rates. When an instrument provides for periodic adjustments to its interest rate, fluctuations in principal value may be minimized. However, changes in the coupon rate can lag behind changes in market rates, which may adversely affect the Fund’s performance.

Income Deposit Securities

A Fund may purchase income deposit securities (“IDSs”). Each IDS represents two separate securities, shares of common stock and subordinated notes issued by the same company, that are combined into one unit that trades like a stock on an exchange. Holders of IDSs receive dividends on the common shares and interest at a fixed rate on the subordinated notes to produce a blended yield. An IDS is typically listed on a stock exchange, but the underlying securities typically are not listed on the exchange until a period of time after the listing of the IDS or upon the occurrence of certain events (e.g., a change of control of the issuer of the IDS). When the underlying securities are listed, the holders of IDSs generally have the right to separate the components of the IDSs and trade them separately.

There may be a thinner and less active market for IDSs than that available for other securities. The value of an IDS will be affected by factors generally affecting common stock and subordinated debt securities, including the issuer’s actual or perceived ability to pay interest and principal on the notes and pay dividends on the stock.

The U.S. federal income tax treatment of IDSs is not entirely clear and there is no authority that directly addresses the tax treatment of securities with terms substantially similar to IDSs. Among other things, although it is expected that the subordinated notes portion of an IDS will be treated as debt, if it is characterized as equity rather than debt, then interest paid on the notes could be treated as dividends (to the extent paid out of the issuer’s earnings and profits). Such dividends would not likely qualify for favorable long-term capital gains rates currently available to dividends on other types of equity.

Indexed Securities

A Fund may purchase securities whose prices are indexed to the prices of other securities, securities indices, currencies, precious metals or other commodities, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic. Gold-indexed securities, for example, typically provide for a maturity value that depends on the price of gold, resulting in a security whose price tends to rise and fall together with gold prices. Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities of equivalent issuers. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security whose price characteristics are similar to a put option on the underlying currency. Currency-indexed securities also may have prices that depend on the values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the performance of the security, currency, commodity or other instrument to which they are indexed, and also may be influenced by interest rate changes in the U.S. and abroad. At the same time, indexed securities are subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer’s creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies.

Dollar Roll and Reverse Repurchase Transactions

A Fund may use dollar rolls and reverse repurchase agreements. In a dollar roll transaction, a Fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date from the same party. In a dollar roll, the securities that are to be purchased will be of the same type and have the same interest rate as the sold securities, but will be supported by different pools of mortgages. A Fund that engages in a dollar roll forgoes principal and interest paid on the sold securities during the roll period, but is compensated by the difference between the current sales price and the lower forward price for the future purchase. In addition, a Fund earns interest by investing the transaction proceeds during the roll period.

In a reverse repurchase agreement transaction, a Fund sells securities to a bank or securities dealer and agrees to repurchase them at an agreed time and price. During the period between the sale and the forward purchase, the Fund will continue to receive principal and interest payments on the securities sold. A Fund may also receive interest income similar to that received in the case of dollar rolls.

A Fund will normally use the proceeds of dollar roll and reverse repurchase agreement transactions to maintain offsetting positions in securities or repurchase agreements that mature on or before the settlement date for the related dollar roll or reverse repurchase agreement. The market value of securities sold under a reverse repurchase agreement or dollar roll is typically greater than the amount to be paid for the related forward commitment. Reverse repurchase agreements and dollar rolls involve the risk that the buyer of the sold securities might be unable to deliver them when a Fund seeks to repurchase the securities. If the buyer files for bankruptcy or becomes insolvent, such buyer or its representative may ask for and receive an extension of time to decide whether to enforce the Fund’s repurchase obligation. A Fund’s use of the transaction proceeds may be restricted pending such decision.

Whenever a Fund enters into a dollar roll or reverse repurchase agreement transaction, it will segregate cash, U.S. government securities or liquid, unencumbered securities that are marked-to-market daily with the Fund’s custodian. The value of such segregated assets must be at least equal to the value of the forward commitment or repurchase obligation (principal plus accrued interest), as applicable. Segregating assets may limit a Fund’s ability to pursue other investment opportunities.

Since a Fund will receive interest on the securities or repurchase agreements in which it invests the transaction proceeds, dollar rolls and reverse repurchase agreements will involve leverage. However, since the acquired securities or repurchase agreements must satisfy a Fund’s credit quality requirements and mature on or before the settlement date for the related dollar roll or reverse repurchase agreement, and because the Fund will segregate assets as described above, RS Investments believes that these transactions do not present the risks associated with other types of leverage.

When-Issued or Delayed-Delivery Transactions

A Fund may enter into when-issued or delayed delivery transactions. In when-issued or delayed-delivery transactions, a Fund commits to purchase or sell particular securities, with payment and delivery to take place at a future date. Although a Fund does not pay for the securities or start earning interest on them until they are delivered, it immediately assumes the risks of ownership, including the risk of price fluctuation. If a Fund’s counterparty fails to deliver a security purchased on a when-issued or delayed-delivery basis, there may be a loss, and the Fund may have missed an opportunity to make an alternative investment.

Prior to settlement of these transactions, the value of the subject securities will fluctuate, reflecting interest rate changes. In addition, because the Fund is not required to pay for when-issued or delayed-delivery securities until the delivery date, they may result in a form of leverage to the extent the Fund does not maintain liquid assets equal to the face amount of the contract.

Loan Participations

A Fund may also invest in loan participation interests, which are interests in loans made to corporate, governmental or other borrowers. These interests take the form of interests in, or assignments of loans, and are acquired from banks, insurance companies or other financial institutions that have either made the loans or participated in the loan syndicate. These interests, which may be of any credit quality, involve the risk of insolvency or default by the borrower. In addition, participation interests carry the risk of insolvency of the lender from which the interest was acquired.

Repurchase Agreements

A Fund may enter into repurchase agreements. A repurchase agreement is a contract under which the Fund acquires a security for a relatively short period (usually not more than one week) subject to the obligation of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing the Fund’s cost plus interest). It is the Trust’s present intention to enter into repurchase agreements only with member banks of the Federal Reserve System and securities dealers meeting certain criteria as to creditworthiness and financial condition established by the Trustees of the Trust and only with respect to obligations of the U.S. Government or its agencies

or instrumentalities or other high-quality, short-term debt obligations. Repurchase agreements may also be viewed as loans made by a Fund which are collateralized by the securities subject to repurchase. An Adviser will monitor such transactions to ensure that the value of the underlying securities will be at least equal at all times to the total amount of the repurchase obligation, including the interest factor. If the seller defaults, a Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of sale including accrued interest are less than the resale price provided in the agreement including interest. In addition, if the seller should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor and required to return the underlying collateral to the seller’s estate.

U.S. Government Agency and Instrumentality Securities

U.S. government agency securities are debt obligations issued by agencies or authorities controlled by and acting as instrumentalities of the U.S. government established under authority granted by Congress. U.S. government agency obligations include, but are not limited to, those issued by the Bank for Co-operatives, Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Federal National Mortgage Association. U.S. government instrumentality obligations include, but are not limited to, those issued by the Export-Import Bank and Farmers Home Administration. Some obligations issued or guaranteed by U.S. government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others, by the right of the issuer to borrow from the Treasury; others, by discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and others, only by the credit of the agency or instrumentality. No assurance can be given that the U.S. government will provide financial support to such U.S. government sponsored agencies or instrumentalities in the future, since it is not obligated to do so by law. To the extent a Fund invests in U.S. government securities that are not backed by the full faith and credit of the U.S. Treasury, such investments may involve a greater risk of loss of principal and interest since the Fund must look principally or solely to the issuing or guaranteeing agency or instrumentality for repayment.

U.S. Treasury Bills. U.S. Treasury Bills are issued with maturities of up to one year. Three month bills are currently offered by the Treasury on a 13-week cycle and are auctioned each week by the Treasury. Bills are issued in bearer form only and are sold only on a discount basis, and the difference between the purchase price and the maturity value (or the resale price if they are sold before maturity) constitutes the interest income for the investor.

Certificates of Deposit. Certificates of deposit are negotiable receipts issued by a bank or savings and loan association in exchange for the deposit of funds. A certificate of deposit earns a specified rate of return over a definite period of time. Normally a certificate can be traded in a secondary market prior to maturity. Eurodollar certificates of deposit (“Euro CDs”) are U.S. dollar-denominated deposits in banks outside the U.S. Eurodollar deposits in foreign branches of U.S. banks are the legal equivalent of domestic deposits, but are not covered by FDIC insurance. Yankee certificates of deposit (“Yankee CDs”) are U.S. dollar-denominated deposits issued and payable by U.S. branches of foreign banks. Foreign securities (i.e., Euro CDs and Yankee CDs) may be affected by political, social and economic developments abroad. Foreign companies and foreign financial institutions may not be subject to accounting standards or governmental supervision comparable to their U.S. counterparts, and there may be less public information about their operations. Foreign markets may be less liquid or more volatile than U.S. markets and may offer less protection to investors. Foreign countries may impose withholding taxes on interest income from investments in securities issued there, or may enact confiscatory taxation provisions targeted to certain investors. The time period for settling transactions in foreign securities may be longer than the time period permitted for the settlement of domestic securities transactions. In addition, the market prices for foreign securities are not determined at the same time of day as the net asset value for the Fund’s shares. It may be difficult to obtain and enforce judgments against foreign entities, and the expenses of litigation are likely to exceed those which would be incurred in the United States.

Commercial Paper. Commercial paper is generally defined as unsecured short-term notes issued in bearer form by large, well-known corporations and finance companies. Maturities on commercial paper range from a few days to nine months. Commercial paper is also sold on a discount basis.

Bankers Acceptances. Bankers acceptances generally arise from short-term credit arrangements designed to enable businesses to obtain funds in order to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date.

Securities Lending

A Fund may lend its portfolio securities, provided: (1) the loan is secured continuously by collateral consisting of U.S. Government securities, cash, or cash equivalents adjusted daily to have market value at least equal to the current market value of the securities loaned; (2) the Fund may at any time call the loan and regain the securities loaned; (3) a Fund will receive any interest or dividends paid on the loaned securities; and (4) the aggregate market value of securities of any Fund loaned will not at any time exceed one-third (or such other lower limit as the Trustees may establish) of the total assets of the Fund. In addition, it is anticipated that a Fund may share with the borrower some of the income received on the collateral for the loan or that it will be paid a premium for the loan.

Before a Fund enters into a loan, an Adviser considers all relevant facts and circumstances, including the creditworthiness of the borrower. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, a Fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by a Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. A Fund will not lend portfolio securities to borrowers affiliated with the Fund.

Short Sales

A Fund may engage in short sales. Short sales are transactions in which the Fund sells a security it does not own, in anticipation of a decline in the market value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to repay the lender any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the broker (or by the Fund’s custodian in a special custody account), to the extent necessary to meet margin requirements, until the short position is closed out. The Fund also will incur transaction costs in effecting short sales.

A Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. A Fund will generally realize a gain if the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest, or expenses the Fund may be required to pay in connection with a short sale. An increase in the value of a security sold short by a Fund over the price at which it was sold short will result in a loss to the Fund. There can be no assurance that a Fund will be able to close out the position at any particular time or at an acceptable price.

Foreign Investments

Investments in foreign securities may involve considerations different from investments in domestic securities due to limited publicly available information, non-uniform accounting standards, lower trading volume and possible consequent illiquidity, greater volatility in price, the possible imposition of withholding or confiscatory taxes, the possible adoption of foreign governmental restrictions affecting the payment of principal and interest, expropriation of assets, nationalization, or other adverse political or economic developments. Foreign companies may not be subject to auditing and financial reporting standards and requirements comparable to those which apply to U.S. companies. Foreign brokerage commissions and other fees are generally higher than in the United States. It may be more difficult to obtain and enforce a judgment against a foreign issuer. Foreign settlement procedures and trade regulations may involve certain risks (such as delay in payment or delivery of securities or in the recovery of a Fund’s assets held abroad) and expenses not present in the settlement of domestic investments. Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United States or in other foreign countries. The laws of some foreign countries may limit a Fund’s ability to invest in securities of certain issuers located in those foreign countries.

In addition, to the extent that a Fund’s foreign investments are not U.S. dollar-denominated, the Fund may be affected favorably or unfavorably by changes in currency exchange rates or exchange control regulations and may incur costs in connection with conversion between currencies.

Several foreign governments permit investments by non-residents only through participation in certain specifically organized investment companies. Subject to the provisions of the 1940 Act, a Fund may invest in the shares of such other investment companies. In addition, a portion of the equity and convertible securities which may be acquired by a Fund may be issued by foreign companies that, in each of their most recent fiscal years, derived more than 15% of their gross revenues from their activities as brokers, dealers, underwriters or investment advisers. The Predecessor Funds received exemptive relief granted by the SEC to acquire such securities.

In addition, a Fund may also invest a portion of its assets in unit trusts organized in the United Kingdom (which are analogous to United States mutual funds) and which invest in smaller foreign markets than those in which a Fund would ordinarily invest directly.

Developing Countries. The considerations noted above for foreign investments generally are intensified for investments in developing countries. These risks include (i) volatile social, political, and economic conditions; (ii) the small current size of the markets for such securities and the currently low or nonexistent volume of trading, which result in a lack of liquidity and in greater price volatility; (iii) the existence of national policies which may restrict a Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (iv) foreign taxation; (v) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vi) the absence, until recently in certain developing countries, of a capital market structure or market-oriented economy; (vii) economies based on only a few industries; and (viii) the possibility that recent favorable economic developments in certain developing countries may be slowed or reversed by unanticipated political or social events in such countries. The risks associated with developing countries may be particularly acute for RS International Growth Fund and RS Emerging Markets Fund.

Foreign Currency Transactions

A Fund may engage in currency exchange transactions to protect against uncertainty in the level of future foreign currency exchange rates and to increase current return. A Fund may engage in both “transaction hedging” and “position hedging.”

There can be no assurance that appropriate foreign currency transactions will be available for a Fund at any time or that a Fund will enter into such transactions at any time or under any circumstances even if appropriate transactions are available to it.

When it engages in transaction hedging, a Fund enters into foreign currency transactions with respect to specific receivables or payables of the Fund generally arising in connection with the purchase or sale of its portfolio securities. A Fund may engage in transaction hedging when it desires to “lock in” the U.S. dollar price of a security it has agreed to purchase or sell, or the U.S. dollar equivalent of a dividend or interest payment in a foreign currency. By transaction hedging, a Fund may attempt to protect against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the applicable foreign currency during the period between the date on which the security is purchased or sold or on which the dividend or interest payment is declared, and the date on which such payments are made or received.

A Fund may purchase or sell a foreign currency on a spot (i.e., cash) basis at the prevailing spot rate in connection with transaction hedging. A Fund may also enter into contracts to purchase or sell foreign currencies at a future date (“forward contracts”) and purchase and sell foreign currency futures contracts.

For transaction hedging purposes, a Fund may also purchase exchange-listed and over-the-counter call and put options on foreign currency futures contracts and on foreign currencies. A put option on a futures contract gives a Fund the right to assume a short position in the futures contract until expiration of the option. A put option on currency gives a Fund the right to sell a currency at a specified exercise price until the expiration of the option. A call option on a futures contract gives a Fund the right to assume a long position in the futures contract until the expiration of the option. A call option on currency gives a Fund the right to purchase a currency at the exercise price until the expiration of the option. A Fund will engage in over-the-counter transactions only when appropriate

exchange-traded transactions are unavailable and when, in the opinion of an Adviser, the pricing mechanism and liquidity are satisfactory and the participants are responsible parties likely to meet their contractual obligations.

When it engages in position hedging, a Fund enters into foreign currency exchange transactions to protect against a decline in the values of the foreign currencies in which securities held by the Fund are denominated or are quoted in their principle trading markets or an increase in the value of currency for securities which the Fund expects to purchase. In connection with position hedging, a Fund may purchase put or call options on foreign currency and foreign currency futures contracts and buy or sell forward contracts and foreign currency futures contracts. A Fund may also purchase or sell foreign currency on a spot basis.

The precise matching of the amounts of foreign currency exchange transactions and the value of the portfolio securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the values of those securities between the dates the currency exchange transactions are entered into and the dates they mature.

It is impossible to forecast with precision the market value of a Fund’s portfolio securities at the expiration or maturity of a forward or futures contract. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security or securities being hedged is less than the amount of foreign currency a Fund is obligated to deliver and if a decision is made to sell the security or securities and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security or securities of a Fund if the market value of such security or securities exceeds the amount of foreign currency the Fund is obligated to deliver. To offset some of the costs of hedging against fluctuations in currency exchange rates, a Fund may write covered call options on those currencies.

Transaction and position hedging do not eliminate fluctuations in the underlying prices of the securities that a Fund owns or intends to purchase or sell. They simply establish a rate of exchange that one can achieve at some future point in time. Additionally, although these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency, they tend to limit any potential gain which might result from the increase in the value of such currency.

A Fund may also seek to increase its current return by purchasing and selling foreign currency on a spot basis, by purchasing and selling options on foreign currencies and on foreign currency futures contracts, and by purchasing and selling foreign currency forward contracts.

The value of any currency, including U.S. dollars and foreign currencies, may be affected by complex political and economic factors applicable to the issuing country. In addition, the exchange rates of foreign currencies (and therefore the values of foreign currency options, forward contracts, and futures contracts) may be affected significantly, fixed, or supported directly or indirectly by U.S. and foreign government actions. Government intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts, and futures contracts, since exchange rates may not be free to fluctuate in response to other market forces. Foreign governmental restrictions or taxes could result in adverse changes in the cost of acquiring or disposing of foreign currencies.

Currency Forward and Futures Contracts. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price set at the time of the contract. In the case of a cancelable forward contract, the holder has the unilateral right to cancel the contract at maturity by paying a specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. A foreign currency futures contract is a standardized contract for the future delivery of a specified amount of a foreign currency at a future date at a price set at the time of the contract. Foreign currency futures contracts traded in the United States are designed by and traded on exchanges regulated by the Commodity Futures Trading Commission (the “CFTC”), such as the New York Mercantile Exchange.

Forward foreign currency exchange contracts differ from foreign currency futures contracts in certain respects. For example, the maturity date of a forward contract may be any fixed number of days from the date of the contract agreed upon by the parties, rather than a predetermined date in a given month. Forward contracts may be in any amounts agreed upon by the parties rather than predetermined amounts. Also, forward foreign exchange

contracts are traded directly between currency traders so that no intermediary is required. A forward contract generally requires no margin or other deposit.

At the maturity of a forward or futures contract, a Fund may either accept or make delivery of the currency specified in the contract, or at or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original forward contract. Closing transactions with respect to futures contracts are effected on a commodities exchange; a clearing corporation associated with the exchange assumes responsibility for closing out such contracts.

Positions in foreign currency futures contracts and related options may be closed out only on an exchange or board of trade which provides a secondary market in such contracts or options. Although a Fund will normally purchase or sell foreign currency futures contracts and related options only on exchanges or boards of trade where there appears to be an active secondary market, there is no assurance that a secondary market on an exchange or board of trade will exist for any particular contract or option or at any particular time. In such event, it may not be possible to close a futures or related option position and, in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin on its futures positions.

Foreign Currency Options. Options on foreign currencies operate similarly to options on securities, and are traded primarily in the over-the-counter market, although options on foreign currencies have recently been listed on several exchanges. Such options will be purchased or written only when an Adviser believes that a liquid secondary market exists for such options. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. Options on foreign currencies are affected by all of those factors which influence exchange rates and investments generally.

The value of a foreign currency option is dependent upon the value of the foreign currency and the U.S. dollar, and may have no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last-sale information for foreign currencies and there is no regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the U.S. options markets.

Foreign Currency Conversion. Although foreign exchange dealers do not charge a fee for currency conversion, they do realize a profit based on the difference (the “spread”) between prices at which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should a Fund desire to resell that currency to the dealer.

Other Investment Companies

A Fund may invest in securities of other open- or closed-end investment companies, including shares of open- or closed-end investment companies, including exchange-traded funds (“ETFs”), traded on one or more national securities exchanges, to the extent that such investments are consistent with a Fund’s investment objective and policies and permissible under the 1940 Act. In general, under the 1940 Act, investment companies such as the Funds may not (i) invest more than 10% of their total assets in securities of other investment companies, (ii) own more than 3% of the outstanding voting securities of any one investment company, or (iii) invest more than 5% of their total assets in the securities of any single investment company. A Fund may invest in other investment companies either during periods when they have large amounts of uninvested cash or when an Adviser believes share prices of other investment companies offer attractive values. As a stockholder in an investment company, a Fund will bear its ratable share of that investment company’s expenses and would remain subject to payment of the Fund’s management fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent a Fund invests in other investment companies. An Adviser will take expenses into account

when evaluating the investment merits of an investment in an investment company relative to other investment opportunities. Shares of open-end investment companies traded on a securities exchange may not be redeemable by a Fund in all cases.

ETFs are hybrid investment companies that are registered as open-end investment companies or unit investment trusts (“UITs”) but possess some of the characteristics of closed-end funds. ETFs typically hold a portfolio of common stocks that is intended to track the price and dividend performance of a particular index. Common examples of ETFs include S&P Depositary Receipts (“SPDRs”) and iShares, which may be obtained from the UIT or investment company issuing the securities or purchased in the secondary market (SPDRs are listed on the American Stock Exchange, and iShares are listed on the NYSE). ETF shares traded in the secondary market may be purchased and sold at market prices in transactions on an exchange. The market price may be higher or lower than the net asset value of the securities held by the ETF. The sale price and redemption price of ETF shares obtained from the investment company or UIT issuing the securities is based on the values of the securities held by that investment company or UIT.

Master Limited Partnerships

A Fund may invest in master limited partnerships in oil, gas or mineral exploration or development programs, including pipelines. Among other things, the risks associated with investments in interests in oil, gas, or other mineral exploration or development programs include the risk of limited liquidity, so that the Fund could have difficulty selling such investments at an acceptable price when it wants to sell them, and the risk that the values of such investments may be more volatile than other investments.

Real Estate Investment Trusts

A Fund may invest in real estate investment trusts (“REITs”), which are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests (such as mortgages). The real estate properties in which REITs invest typically include properties such as office buildings, retail and industrial facilities, hotels, apartment buildings and healthcare facilities. Typically, a Fund will invest in publicly-traded REITs listed on national securities exchanges. The yields available from investments in REITs depend on the amount of income and capital appreciation generated by the related properties. Investments in REITs are subject to the risks associated with direct ownership in real estate, including economic downturns that have an adverse effect on real estate markets. A REIT may be affected by changes in the value of the underlying property owned by such REIT or by the quality of any credit extended by the REIT. Like regulated investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the “Code”). REITs are dependent on management skills, are not diversified (except to the extent the Code requires), and are subject to the risks of financing projects. REITs are also subject to interest rate risks. By investing in a REIT, a Fund will indirectly bear its proportionate share of any expenses paid by the REIT in addition to the expenses of the Fund. REITs are subject to the risk of default by borrowers, self-liquidation, and the possibility that the REIT may fail to qualify for the exemption from tax for distributed income under the Code.

Zero-Coupon Debt Securities and Payment-in-Kind Securities

A Fund may purchase zero-coupon debt securities and payment-in-kind securities (“PIKs”); the risks associated with these securities may be particularly applicable to RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, and RS Tax-Exempt Fund. The value of both zero-coupon bonds and PIK bonds may be more sensitive to fluctuations in interest rates than other bonds.

Zero-coupon securities in which a Fund may invest are debt obligations which are generally issued at a discount and payable in full at maturity, and which do not provide for current payments of interest prior to maturity. Zero-coupon securities usually trade at a deep discount from their face or par value and are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities that make current distributions of interest. As a result, the net asset value of shares of a Fund investing in zero-coupon securities may fluctuate over a greater range than shares of other mutual funds investing in securities making current distributions of interest and having similar maturities.

When debt obligations have been stripped of their unmatured interest coupons by the holder, the stripped coupons are sold separately. The principal or corpus is sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic cash interest

payments. Once stripped or separated, the corpus and coupons may be sold separately. Typically, the coupons are sold separately or grouped with other coupons with like maturity dates and sold in such bundled form. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero-coupon securities issued directly by the obligor.

Zero-coupon securities allow an issuer to avoid the need to generate cash to meet current interest payments. Even though zero-coupon securities do not pay current interest in cash, a Fund is nonetheless required to accrue interest income on them and to distribute the amount of that interest at least annually to shareholders. Thus, a Fund could be required at times to liquidate other investments in order to satisfy its distribution requirement.

A Fund also may purchase PIKs. PIKs pay all or a portion of their interest or dividends in the form of additional securities. Federal tax law requires that the interest on zero coupon bonds and PIK bonds be accrued as income to the Fund regardless of the fact that the Fund will not receive cash until such securities mature. Since the income must be distributed to shareholders, the Fund may be forced to liquidate other securities in order to make the required distribution.

Municipal Obligations

RS Tax-Exempt Fund may invest more than 25% of the value of its total assets in Municipal Obligations (as defined in the Prospectus) which pay interest from similar revenue sources or securities which are offered within a single state. When Municipal Obligations are related in these ways, an economic, business or political development which affects one security could also affect the other related securities. This investment practice may subject RS Tax-Exempt Fund to greater risks than a fund which does not concentrate its assets in this manner.

Subsequent to its purchase by a Fund, an issue of rated Municipal Obligations may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither event will require the sale of such Municipal Obligations by the Fund, but an Adviser will consider the event in determining whether the Fund should continue to hold the Municipal Obligations. To the extent that the ratings given by Moody’s or Standard & Poor’s for Municipal Obligations may change as a result of changes in such organizations or their rating systems, the Fund will attempt to use comparable ratings as standards for its investments in accordance with the investment policies contained in the Prospectus and this SAI. See Appendix A to this SAI for a more detailed discussion of securities ratings.

Municipal Lease/Purchase Agreements

A Fund may invest in Municipal Lease/Purchase Agreements which are similar to installment purchase contracts for property or equipment. These obligations typically are not fully backed by the issuing municipality’s credit and their interest may become taxable if the lease is assigned. If the governmental issuer does not appropriate sufficient funds for the following year’s lease payments, the lease will terminate, with the possibility of default on the lease obligation, which may result in loss to the Fund.

Variable Rate Demand Notes

A Fund may purchase tax-exempt floating and variable rate demand notes and bonds. Variable rate demand notes include master demand notes. Master demand notes are frequently secured by letters of credit or other credit supports, which are not expected to adversely affect the tax-exempt status of these obligations. Master demand notes are redeemable at face value, but there is no established secondary market for them. Accordingly, when these obligations are not secured, a Fund’s right to redeem depends on the borrower’s ability to pay principal and interest on demand. A Fund’s Adviser seeks to monitor the creditworthiness of the issuers of any floating and variable rate demand obligations in a Fund’s portfolio to attempt to minimize this risk. Master demand notes with a demand feature extending for more than seven days are treated as illiquid securities.

Stand-by Commitments

A Fund may acquire stand-by commitments from brokers, dealers or banks to facilitate its portfolio liquidity. Under a stand-by commitment, the obligor must repurchase, at the Fund’s option, specified securities held in the Fund’s portfolio at a specified price. Thus, stand-by commitments are comparable to put options. The exercise of a stand-by commitment is subject to the ability of the seller to make payment on demand. A Fund may pay for stand-by commitments if such action is deemed necessary, thus increasing to a degree the cost of the underlying

Municipal Obligation and similarly decreasing such security’s yield. Gains realized in connection with stand-by commitments will be taxable.

Tender Option Bonds

A Fund may invest in tender option bonds, which generally are long-term Municipal Obligations which are coupled with options to tender the underlying Municipal Obligations to third arty financial institutions at periodic intervals. Holders of tender option bonds pay periodic fees to the financial institution(s) that provide(s) the option(s). Such fees are typically equal to the difference between the Municipal Obligation’s fixed coupon rate and the rate at or near the commencement of the option period that would cause the securities, coupled with the tender option, to trade at par on the date that a remarketing or similar agent would make the relevant rate determinations. Thus, the holder effectively holds a demand obligation that bears interest at the prevailing short-term tax-exempt rate. In certain instances and for certain tender option bonds, the option may be terminable in the event of a default in payment of principal or interest on the underlying Municipal Obligation and for other reasons. Accordingly, a Fund’s Adviser will seek to monitor, on an ongoing basis, the creditworthiness of: (1) the issuers of Municipal Obligations which are coupled with tender options; (2) any custodian; and (3) the provider of the tender option.

A Fund will purchase tender option bonds only when it is satisfied that any custodial arrangements and the tender option arrangements, including the fee payment arrangements, will not adversely affect the tax-exempt status of the underlying Municipal Obligations and that payment of any tender fees will not have the effect of creating taxable income for the Fund.

Tobacco Settlement Revenue Bonds

A Fund may invest in tobacco settlement revenue bonds. Tobacco settlement revenue bonds are secured by an issuing state’s proportionate share in the Master Settlement Agreement entered into between 48 states and certain U.S. tobacco manufacturers, which together represent approximately 99% of the current combined market share of tobacco manufacturers (the “MSA”). The MSA provides for payments annually by the manufacturers to the states and jurisdictions in perpetuity, in exchange for releasing all claims against the manufacturers and a pledge of no further litigation. Tobacco manufacturers pay into a master escrow trust based on their market share, and each state receives a fixed percentage of the payment as set forth in the MSA.

A number of states have securitized the future flow of those payments by selling bonds pursuant to indentures, some through distinct governmental entities created for such purpose. The bonds are backed by the future revenue flow that is used for principal and interest payments on the bonds. Annual payments on the bonds, and thus risk to the Fund, are highly dependent on the receipt of future settlement payments to the state or its governmental entity, as well as several other factors. The actual amount of future settlement payments, therefore, is dependent on many factors, including, but not limited to, annual domestic cigarette shipments, cigarette consumption, inflation and the financial capability of participating tobacco companies. Ongoing legal challenges to the MSA, a decrease in tobacco consumption, market share loss by participating tobacco companies and bankruptcy could negatively impact the ability of the tobacco companies to make payments.

Temporary Defensive Strategies

At times, an Adviser may judge that market conditions make pursuing a Fund’s basic investment strategy inconsistent with the best interests of its shareholders. At such times, an Adviser may (but will not necessarily), without notice, temporarily use alternative strategies, primarily designed to reduce fluctuations in the values of the Fund’s assets.

In implementing these “defensive strategies,” a Fund may hold assets in cash and cash equivalents and in other investments an Adviser believes to be consistent with the Fund’s best interests.

If any such a temporary defensive strategy is implemented, a Fund may not achieve its investment objective.

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RS S&P 500 Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (“S&P”). S&P makes no representation or warranty, express or implied, to the

owners of any Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationship to RS S&P 500 Index Fund is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to RS S&P 500 Index Fund or its Investment Adviser. S&P has no obligation to take the needs of the Investment Adviser or the owners of RS S&P 500 Index Fund into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of RS S&P 500 Index Fund or the timing of the issuance or sale of RS S&P 500 Index Fund or in the determination or calculation of the equation by which RS S&P 500 Index Fund is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of RS S&P 500 Index Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY RS S&P 500 INDEX FUND, OWNERS OF RS S&P 500 INDEX FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN, S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FUNDS’ INVESTMENT LIMITATIONS

The Trust has adopted the following fundamental investment restrictions, which (except to the extent they are designated as nonfundamental as to any Fund) may not be changed without the affirmative vote of a majority of the outstanding voting securities of the affected Fund.

As fundamental investment restrictions, which may not be changed with respect to a Fund without approval by the holders of a majority of the outstanding shares of that Fund, a Fund may not:

1. issue any class of securities which is senior to the Fund’s shares of beneficial interest, except to the extent a Fund is permitted to borrow money or otherwise to the extent consistent with applicable law;

2. borrow money, except to the extent permitted by applicable law from time to time;

Note: The Investment Company Act of 1940, as amended, currently permits an open-end investment company to borrow money from a bank so long as the ratio which the value of the total assets of the investment company (including the amount of any such borrowing), less the amount of all liabilities and indebtedness (other than such borrowing) of the investment company, bears to the amount of such borrowing is at least 300%.

3. act as underwriter of securities of other issuers except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws;

4. (i) as to 75% of a Fund’s total assets, purchase any security (other than U.S. Government securities or securities of other investment companies), if as a result more than 5% of the Fund’s total assets (taken at current value) would then be invested in securities of a single issuer; or

(ii) (with respect to all Funds except RS S&P 500 Index Fund and RS Tax-Exempt Fund) purchase any security if as a result 25% or more of the Fund’s total assets (taken at current value) would be invested in a single industry;

(with respect only to RS S&P 500 Index Fund) purchase any security if as a result 25% or more of the Fund’s total assets (taken at current value) would be invested in a single industry, except that the Fund may purchase securities in excess of this limitation to the extent necessary from time to time to replicate the composition of the Standard & Poor’s 500 Index in accordance with the Fund’s investment objective;

(with respect only to RS Tax-Exempt Fund) purchase any security if as a result 25% or more of the Fund’s total assets (taken at current value) would be invested in a single industry, except that there shall be no limit on the Fund’s purchase of municipal obligations, as described in the Fund’s prospectus at the time.

5. make loans, except by purchase of debt obligations or other financial instruments in which a Fund may invest consistent with its investment policies, by entering into repurchase agreements, or through the lending of its portfolio securities. A Fund may make loans to affiliated investment companies to the extent permitted by the 1940 Act or any exemptions therefrom that may be granted by the Securities and Exchange Commission;

6. purchase commodities, except that a Fund may purchase and sell commodity contracts or any type of commodity-related derivative instrument (including, without limitation, all types of commodity-related swaps, futures contracts, forward contracts, and options contracts); and

7. purchase or sell real estate or interests in real estate, including real estate mortgage loans, although it may purchase and sell securities which are secured by real estate and securities of companies, including limited partnership interests, that invest or deal in real estate and it may purchase interests in real estate investment trusts. (For purposes of this restriction, investments by a Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale of real estate or interests in real estate or real estate mortgage loans).

It is contrary to the current policy of each of the Funds, which policy may be changed without shareholder approval, to invest more than 15% of its net assets, and more than 10% of its net assets for RS Cash Management Fund, in securities which are not readily marketable, including securities restricted as to resale (other than securities restricted as to resale but determined by the Trustees, or persons designated by the Trustees to make such determinations, to be readily marketable).

All percentage limitations on investments will apply at the time of investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions listed above as fundamental or to the extent designated as such in the Prospectus, the other investment policies described in this SAI or in the Prospectus are not fundamental and may be changed by approval of the Trustees. As a matter of policy, the Trustees would not materially change a Fund’s investment objective without shareholder approval.

The 1940 Act provides that a “vote of a majority of the outstanding voting securities” of the Fund means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of a Fund, or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy.

MANAGEMENT OF THE FUNDS

Trustees and Officers

The business of the Trust is managed under the direction of the Trust’s Board of Trustees. Subject to the provisions of the Trust’s Agreement and Declaration of Trust, its By-Laws and Massachusetts law, the Trustees have all powers necessary and convenient to carry out their responsibility, including the election and removal of the Trust’s officers.

The following table presents information about each of the Trustees and executive officers of the Trust, including the Trustees’ and executive officers’ principal occupations for the last five years, although the titles may not have been the same throughout, and similar prior positions within the same company are omitted. Unless otherwise indicated, the business address of the persons listed below is c/o RS Investments, 388 Market Street, 17th Floor, San Francisco, CA 94111.

Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served+	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships++

*Disinterested Trustees*

Leonard B. Auerbach Age 60	Trustee; Chairman of the Board; Co-Chairman of the Board, August 2004-February 2006	Since June 1987	Chairman and CEO, L, B, A & C, Inc., a consulting firm; formerly, Managing Director and CEO, AIG CentreCapital Group, Inc., a financial services firm.	35	Director, Luminent Mortgage Capital, Inc.; Trustee, RS Variable Products Trust

Judson Bergman Age 49	Trustee	Since May 2006	Founder and CEO, Envestnet Asset Management, a provider of back-office solutions for financial advisors and the wealth management industry.	35	Trustee, RS Variable Products Trust

Jerome S. Contro Age 50	Trustee; Co-Chairman of the Board, August 2004-February 2006	Since June 2001	Partner, Tango Group, a private investment firm.	35	Director, Janus Capital Group; Trustee, RS Variable Products Trust

John W. Glynn, Jr. Age 66	Trustee	Since July 1997	President, Glynn Capital Management, an investment management firm.	35	Trustee, RS Variable Products Trust

Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served+	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships++

Anne M. Goggin, Esq. Age 57	Trustee	Since August 2006	Attorney at law in private practice; formerly, Partner, Edwards and Angell, LLP; formerly, General Counsel and Senior Vice President, New England Life Insurance Company, an insurance company, Chief Counsel – Individual Business, Metropolitan Life Insurance Company, an insurance company, and Chairman, President and CEO, MetLife Advisors LLC, an investment management firm.	35	Trustee, RS Variable Products Trust

*Interested Trustee*

Dennis J. Manning* Age 59	Trustee	Since August 2006	President and CEO, The Guardian Life Insurance Company of America, an insurance company (“Guardian Life”).	35	Trustee, RS Variable Products Trust

Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served+	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships++

*Principal Officers*

Terry R. Otton Age 52	President and Principal Executive Officer	President and Principal Executive Officer since September 2005; Co-President and Co-Principal Executive Officer, November 2004-September 2005; Treasurer and Principal Financial and Accounting Officer, May 2004-September 2006	CEO (prior to September 2005, co-CEO, COO, and CFO and prior to August 2006, CEO and CFO), RS Investments; formerly, Managing Director, Putnam Lovell NBF Group Inc., an investment banking firm.	N/A	N/A

James E. Klescewski Age: 50	Treasurer and Principal Financial and Accounting Officer	Treasurer and Principal Financial and Accounting Officer since September 2006	CFO, RS Investments; formerly, CFO, JCM Partners, LLC, an investment management firm; formerly, CFO, Private Wealth Partners, LLC, an investment management firm; formerly CFO, Fremont Investment Advisors, Inc., an investment management firm; formerly, CFO, Montgomery Asset Management, LLC, an investment management firm.	N/A	N/A

Name, Address and Age	Position(s) Held with Trust	Term of Office and Length of Time Served+	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships++

Benjamin L. Douglas Age 39	Vice President, Secretary, and Chief Legal Officer	Vice President and Secretary since February 2004; Chief Legal Officer since August 2004	General Counsel, RS Investments; formerly, Vice President and Senior Counsel, Charles Schwab Investment Management, Inc., an investment management firm.	N/A	N/A

John J. Sanders, Jr. Age 60	Senior Vice President, Chief Compliance Officer, and Anti-Money Laundering Compliance Officer	Senior Vice President since November 2004; Chief Compliance Officer since August 2004; Anti-Money Laundering Compliance Officer since May 2004	Chief Compliance Officer, RS Investments; formerly, Chief Compliance Officer and co-COO, Husic Capital Management, an investment management firm.	N/A	N/A

+ Under the Trust’s Agreement and Declaration of Trust, a Trustee serves until his or her successor is elected or qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Under the Trust’s By-Laws, officers hold office at the pleasure of the Trustees. In addition, the Trustees have designated a mandatory retirement age of 72, which can be deferred annually by unanimous vote of all members of the Board, excluding the member who has reached the retirement age.

++ Directorships or trusteeships of companies required to report to the SEC (i.e., “public companies”).

* Mr. Manning is an “interested person” under the 1940 Act by virtue of his position with Guardian Life, the indirect parent of GIS, which owns a majority of the ownership interest in RSIM Co., the Trust’s investment adviser.

Committees of the Board of Trustees

The RS Board of Trustees has two standing committees – the Audit Committee and the Nominating Committee. The purposes of the Audit Committee are: to oversee the accounting and financial reporting processes of the Trust and each of the Funds and other series of the Trust and its internal control over financial reporting and, as the Committee deems appropriate, to inquire into the internal control over financial reporting of certain third-party service providers; to oversee the quality and integrity of the Trust’s financial statements and the independent audit thereof; to oversee, or, as appropriate, assist Board oversight of, the Funds’ compliance with legal and regulatory requirements that relate to the Funds’ accounting and financial reporting, internal control over financial reporting, and independent audits; to approve prior to appointment the engagement of the Trust’s independent registered public accounting firm and, in connection therewith, to review and evaluate the qualifications, independence, and performance of the Trust’s independent registered public accounting firm; and to act as liaison between the Trust’s independent registered public accounting firm and the full Board. The members of the Audit

Committee are Messrs. Auerbach, Bergman, Contro, and Glynn. The Audit Committee met four times during the fiscal year ending December 31, 2005.

The responsibility of the Nominating Committee is to supervise the nominations and elections of disinterested Trustees of the Trust. The Nominating Committee is composed of Messrs. Auerbach, Bergman, Contro, and Glynn. The Nominating Committee met three times during the fiscal year ending December 31, 2005. The Nominating Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. To submit properly a nominee recommendation for the Committee’s consideration, a shareholder must submit such recommendation in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust. The recommendation must be delivered to the Trust not less than 45 days nor more than 75 days prior to the date of the Nominating Committee meeting at which the candidate would be considered, and must include: (i) biographical information regarding the candidate, the series and number of shares of the Trust owned of record or beneficially by the candidate (as reported to the recommending shareholder by the candidate), any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Trust, and, if not an “interested person,” information regarding the candidate that will be sufficient for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Trust’s books; (iv) the series and number of all shares of the Trust owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Nominating Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve as a Trustee of the Trust.

Beneficial Ownership

The following table discloses the dollar range of equity securities beneficially owned by each Trustee in any Fund and, on an aggregate basis, in all of the funds in the Fund Complex as of December 31, 2005.

Name of Trustee	Dollar Range of Equity Securities in the Funds(1)	Aggregate Dollar Range of Equity Securities in All Funds in the Fund Complex(2)

*Disinterested Trustees* Leonard B. Auerbach	None	>$100,000

Judson Bergman(3)	None	None

Jerome S. Contro	None	>$100,000

John W. Glynn, Jr.	None	>$100,000

Anne M. Goggin, Esq. (3)	None	None

*Interested Trustee* Dennis J. Manning(3)	None	None

(1) The Funds commenced operations on or after the date of this SAI.

(2) Includes indirect notional interests of disinterested Trustees under the Trust’s deferred compensation plan.

(3) Mr. Bergman was elected to the Board of Trustees on May 9, 2006. Ms. Goggin and Mr. Manning were elected to the Board of Trustees on August 31, 2006.

The following table provides information regarding each class of securities owned beneficially by any current disinterested Trustee and his immediate family members as of December 31, 2005, in RS Investments, GIS, the principal underwriter of the Funds, Guardian Baillie Gifford Limited (“GBG”), Baillie Gifford Overseas Limited (“BG Overseas”), or UBS Global Asset Management (Americas) Inc. (“UBS Global AM”), or in any entity (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with RS Investments, GIS, GBG, BG Overseas, or UBS Global AM:

Name of Trustee	Name of Owners and Relationships to Trustee	Company	Title of Class	Value of Securities	Percent of Class
*Disinterested Trustees*
Leonard B. Auerbach*	—	—	—	—	—

Judson Bergman	—	—	—	—	—

Jerome S. Contro	—	—	—	—	—

John W. Glynn, Jr.	—	—	—	—	—

Anne M. Goggin, Esq.	—	—	—	—	—

Compensation

Pursuant to the terms of the investment advisory agreement between the Trust, on behalf of each Fund and the other series of the Trust, and RS Investments (the “Advisory Agreement”), RS Investments pays all compensation of officers of the Trust as well as the fees and expenses of all Trustees of the Trust who are interested persons of the Trust (as defined in the 1940 Act). The Trust, together with RS Variable Products Trust, pays each disinterested Trustee a quarterly fee of $20,000 and reimburses their actual out-of-pocket expenses relating to attendance at the meetings of the Board of Trustees. The annual compensation for the Chairman of the Board is $100,000, and the annual compensation for the Chairman of the Audit Committee is $90,000. Each disinterested Trustee is also paid a fee for each telephonic meeting of the Board of Trustees in which he or she participates. The Trust may from time to time pay additional compensation to one or more Trustees for services performed or expenses incurred by those Trustees on behalf of the Trust, in amounts approved by the Board of Trustees. Each Fund pays its allocable portion of Trustee fees and expenses based on each such Fund’s net asset value. Because the Funds will commence operations on or after the date of this SAI, they have not yet paid any portion of such fees and expenses. The following table provides estimated amounts for each Fund’s allocable portion of Trustee fees and estimated amounts for the total cash compensation from the Fund Complex for the period October 9, 2006, through December 31, 2006.

Compensation Table

Name of Funds	Leonard B. Auerbach		Judson Bergman		Jerome S. Contro		John W. Glynn, Jr.		Anne M. Goggin, Esq.		Dennis J. Manning**
RS Core Equity Fund	$	1,402.32	$	1,121.86	$	1,121.86	$	1,262.09	$	1,121.86	—
RS Large Cap Value Fund	$	163.72	$	130.97	$	130.97	$	147.34	$	130.97	—
RS Small Cap Core Equity Fund	$	288.48	$	230.78	$	230.78	$	259.63	$	230.78	—

* Mr. Auerbach is a Limited Partner of RS Residential Fund, L.P., of which RSRF Company, L.L.C., an affiliate of RS Investments, is the general partner. He is also a Member of RS Property Fund IV, L.L.C. and RS Commercial Property Fund L.L.C., of which RS Fund IV Manager L.P. and RSCPF Manager, L.L.C., respectively, affiliates of RS Investments, are the Managing Members. The value of Mr. Auerbach’s interest in these entities as of December 31, 2005, was approximately $100,000.

Name of Funds	Leonard B. Auerbach		Judson Bergman		Jerome S. Contro		John W. Glynn, Jr.		Anne M. Goggin, Esq.		Dennis J. Manning**
RS Asset Allocation Fund	$	222.82	$	178.26	$	178.26	$	200.54	$	178.26	—
RS S&P 500 Index Fund	$	311.64	$	249.31	$	249.31	$	280.48	$	249.31	—
RS International Growth Fund	$	124.32	$	99.46	$	99.46	$	111.89	$	99.46	—
RS Emerging Markets Fund	$	350.90	$	280.72	$	280.72	$	315.81	$	280.72	—
RS Investment Quality Bond Fund	$	213.47	$	170.78	$	170.78	$	192.13	$	170.78	—
RS Low Duration Bond Fund	$	59.96	$	47.97	$	47.97	$	53.97	$	47.97	—
RS High Yield Bond Fund	$	137.14	$	109.71	$	109.71	$	123.43	$	109.71	—
RS Tax-Exempt Fund	$	174.69	$	139.75	$	139.75	$	157.22	$	139.75	—
RS Cash Management Fund	$	731.78	$	585.43	$	585.43	$	658.61	$	585.43	—
Pension or Retirement Benefits Accrued as Part of Trust Expenses	—		—		—		—		—		—
Estimated Annual Benefits Upon Retirement	—		—		—		—		—		—
Total Cash Compensation From Fund Complex*	$	4,181.24	$	3,345.00	$	3,345.00	$	3,763.14	$	3,345.00	—

*Under a Deferred Compensation Plan (the “Plan”) adopted May 6, 2002, by the Trust, a disinterested Trustee may elect to defer receipt of all, or a portion, of his annual compensation. The amount of a Fund’s deferred compensation obligation to a Trustee is determined by adjusting the amount of the deferred compensation to reflect the investment return of one or more series of the Trust designated for the purpose by the Trustee. A fund may cover its deferred compensation obligation to a Trustee by investing in one or more of such designated funds. Each fund’s liability for deferred compensation to a Trustee is adjusted periodically to reflect the investment performance of the funds designated by the Trustee. Deferred amounts remain in a fund until distributed in accordance with the Plan. Since October 1, 2003, the disinterested Trustees have directed that all of their regular Trustee compensation be invested in the funds as part of the Plan. As of December 31, 2005, the total amount of deferred compensation payable to or accrued for Mr. Auerbach was $334,877, for Mr. Contro was $369,015, and for Mr. Glynn was $351,872.

** Mr. Manning is an “interested person” under the 1940 Act by virtue of his position with Guardian Life, the indirect parent of GIS, which owns a majority of the ownership interest in RSIM Co., the Trust’s investment adviser.

Waivers of Certain Sales Loads