As filed with the Securities and Exchange Commission on March 1, 2010

Registration Nos. 033-16439 and 811-05159

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 79	x
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 81	x

RS INVESTMENT TRUST

(Exact Name of Registrant as Specified in Charter)

388 Market Street

San Francisco, California 94111

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (800) 766-3863

TERRY R. OTTON

c/o RS Investments

388 Market Street

San Francisco, California 94111

(Name and Address of Agent for Service)

TIMOTHY W. DIGGINS, Esq.

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Amendment.

It is proposed that this filing will become effective (check appropriate box)

¨ immediately upon filing pursuant to paragraph (b)

¨ on [date] pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

x on May 1, 2010 pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ on [date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

May 1, 2010

Class A Shares

Class B Shares

Class C Shares

Class K Shares

RS Investment Trust

Value

RS Partners Fund

RS Value Fund

RS Large Cap Alpha Fund

RS Investors Fund

RS Global Natural Resources Fund

Growth

RS Small Cap Growth Fund

RS Select Growth Fund

RS Mid Cap Growth Fund

RS Growth Fund

RS Technology Fund

RS Small Cap Equity Fund

International

RS International Growth Fund

RS Emerging Markets Fund

Fixed Income

RS Investment Quality Bond Fund

RS Low Duration Bond Fund

RS High Yield Bond Fund

RS Tax-Exempt Fund

RS High Yield Municipal Bond Fund

RS Floating Rate Fund

RS Strategic Income Fund

RS Money Market Fund

RS S&P 500 Index Fund

PROSPECTUS

Call RS Investments at 800-766-3863 to find out more about the Funds.

This Prospectus explains what you should know about the RS Funds before you invest. Please read it carefully.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

800-766-3863 www.RSinvestments.com

Table of Contents

Summary Information About the Funds
Value Fund Summaries
RS Partners Fund	2
RS Value Fund	7
RS Large Cap Alpha Fund	12
RS Investors Fund	18
RS Global Natural Resources Fund	23
Growth Fund Summaries
RS Small Cap Growth Fund	28
RS Select Growth Fund	33
RS Mid Cap Growth Fund	38
RS Growth Fund	43
RS Technology Fund	48
RS Small Cap Equity Fund	53
International Fund Summaries
RS International Growth Fund	58
RS Emerging Markets Fund	64
Fixed Income Fund Summaries
RS Investment Quality Bond Fund	70
RS Low Duration Bond Fund	75
RS High Yield Bond Fund	80
RS Tax-Exempt Fund	85
RS High Yield Municipal Bond Fund	89
RS Floating Rate Fund	93
RS Strategic Income Fund	98
RS Money Market Fund	103
RS S&P 500 Index Fund	107

Additional Information
Principal Risks; Additional Information About Investment Strategies and Risks	112
Other Investment Strategies and Risks	119
Additional Information on Expenses	123
Management of the Funds	125
Portfolio Managers	126
Types of Shares Available	130
How Shares Are Priced	137
How to Purchase Shares	138
How to Sell Shares	140
Exchanges	142
Frequent Purchases and Redemptions	143
Special Purchase and Sale Plans	143
USA Patriot Act	144
Dividends and Distributions	144
Taxes	145
Disclosure of Portfolio Holdings	147
Financial Highlights
RS Partners Fund	148
RS Value Fund	148
RS Investors Fund	150
RS Global Natural Resources Fund	150
RS Small Cap Equity Fund	152
RS Large Cap Alpha Fund	152
RS S&P 500 Index Fund	154
RS Small Cap Growth Fund	160
RS Select Growth Fund	160
RS Mid Cap Growth Fund	162
RS Growth Fund	162
RS Technology Fund	162
RS International Growth Fund	164
RS Emerging Markets Fund	166
RS Investment Quality Bond Fund	166
RS Low Duration Bond Fund	168
RS High Yield Bond Fund	170
RS Tax-Exempt Fund	172
RS Money Market Fund	172

RS Partners Fund

RS Partners Fund is currently offered only to certain investors. See “Other Information About Purchasing Shares” in the Fund’s prospectus.

Investment Objective

The Fund’s investment objective is long-term growth. The Fund seeks to increase shareholder capital over the long term.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	Maximum Deferred Sales Charge (Load) (as a percentage of the lower of sale proceedings or the original offering price)
Class A Shares	4.75%	None	1
Class K Shares	None	None

Annual Fund Operating Expenses (expenses are 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 Expenses2	Fee Waiver/ Expense Limitation2	Net Expenses2
Class A Shares	1.00%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	1.00%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee with respect to Class A shares of the Fund to the extent that Class A’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) exceed [1.49%], and to reduce the management fee paid by each of the other classes of the Fund so that each of those classes bears the same level of management fees as Class A shares during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011, 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

2 800-766-3863

Fees and Expenses of the Fund:

(continued)

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities of companies with market capitalizations of up to 120% of the market capitalization of the largest company included in the Russell 2000^® Index as of the most recent preceding June 30 (currently, approximately $[            ] billion, based on the size of the largest company on June 30, 2009). The Fund typically invests most of its assets in securities of U.S. companies but may also invest any portion of its assets in foreign securities. The Fund is a non-diversified mutual fund.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects, is at least 50% greater than the current market price.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund may at times, but will not necessarily, invest a substantial portion of its assets in securities of companies that the investment team considers to be principally engaged in natural resources industries. The Fund may at times invest a portion of its assets in debt securities and other income-producing securities. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries.

Principal Risks

You may 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 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.

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.

Small and Mid-sized Companies Risk

Small and mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

www.RSinvestments.com 3

RS Partners Fund

Investments, Risks, and Performance

(continued)

Non-diversification Risk

A non-diversified fund is able to invest its assets in a more limited number of issuers than a diversifies fund, so a decline in the market value of a particular security may affect the Fund’s value more than if the Fund were a diversified fund.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy

conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and table on the next page provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

4 800-766-3863

Investments, Risks, and Performance (continued)

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year		5 Years		10 Years		Since Inception
Class A Shares	7/12/95
Return Before Taxes		[	]%	[	]%	[	]%	[	]%
Return After Taxes on Distributions		[	]%	[	]%	[	]%	[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%	[	]%	[	]%	[	]%
Russell 2000® Value Index (reflects no deduction for fees, expenses or taxes)		[	]%	[	]%	[	]%	[	]%
Class K Shares	10/13/06	[	]%	[	]%	[	]%	[	]%
Russell 2000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[	]%	[	]%	[	]%	[	]%

1 The Russell 2000^® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with lower price-to-book ratios and lower forecasted growth values. (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.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Partners Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the Fund’s investment team since 2006.

David J. Kelley has been a member of the Fund’s investment team since 2004.

Joseph Mainelli has been a member of the Fund’s investment team since May 2009.

Andrew P. Pilara, Jr. has been a member of the Fund’s investment team since its inception.

Kenneth L. Settles, Jr., CFA has been a member of the Fund’s investment team since May 2009.

Joseph A. Wolf has been a member of the Fund’s investment team since 2004.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class K	$	1,000		None

www.RSinvestments.com 5

RS Partners Fund

Purchase and Sale of Fund Shares (continued)

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

The Fund is currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. This limitation will preclude some existing shareholders of the Fund from making additional investments in the Fund. Contact RS Investments for more information.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Partners Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

6 800-766-3863

RS Value Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available – Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [    ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	0.85%	0.25%	[        ]%	[        ]%	[        ]%	[        ]%
Class C Shares	0.85%	1.00%	[        ]%	[        ]%	[        ]%	[        ]%
Class K Shares	0.85%	0.65%	[        ]%	[        ]%	[        ]%	[        ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) is imposed pursuant to a written agreement with RS Investments which is in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class C Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class K Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]

www.RSinvestments.com 7

RS Value Fund

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class C Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class K Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities that the Fund’s investment team believes are undervalued, of companies with market capitalizations between $1.0 billion and 120% of the market capitalization of the largest company included in the Russell Midcap^® Index on the last day of the most recent quarter (currently, approximately $[            ] billion, based on the size of the largest company on March 31, 2010). The Fund typically invests most of its assets in securities of U.S. companies but may also invest any portion of its assets in foreign securities.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects is at least 50% greater than the current market price.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund may at times, but will not necessarily, invest a substantial portion of its assets in securities of companies that the investment team considers to be principally engaged in natural resources industries. The Fund may at times invest a portion of its assets in debt securities and other income-producing securities. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries.

Principal Risks

You may 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 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.

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.

Small and Mid-sized Companies Risk

Small and mid-sized 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 group of industries increases the risk of loss because the

8 800-766-3863

Investments, Risks, and Performance

(continued)

stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid)

changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “OtherInvestment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and table on thenext page provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

www.RSinvestments.com 9

RS Value Fund

Investments, Risks, and Performance (continued)

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]   [            ]%        Worst Quarter   [             ]   [        ]

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	6/30/93
Return Before Taxes		[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions		[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions and Sale of Fund Shares		[        ]%	[        ]%	[        ]%	[        ]%
Russell Midcap® Value Index1 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%
Class C Shares	5/1/07	[        ]%	[        ]%	[        ]%	[        ]%
Russell Midcap® Value Index1 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%
Class K Shares	12/4/06	[        ]%	[        ]%	[        ]%	[        ]%
Russell Midcap® Value Index1 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%

1 The Russell Midcap^® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap^® Index with lower price-to-book ratios and lower forecasted growth values. (The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Value Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the Fund’s investment team since 2006.

David J. Kelley has been a member of the Fund’s investment team since 2004.

Joseph Mainelli has been a member of the Fund’s investment team since May 2009.

Andrew J. Pilara, Jr. has been a member of the Fund’s investment team since 2002.

Kenneth L. Settles, Jr., CFA has been a member of the Fund’s investment team since May 2009.

Joseph A. Wolf has been a member of the Fund’s investment team since 2004.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

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

10 800-766-3863

Purchase and Sale of Fund Shares (continued)

subsequent purchase amount applies for payroll deduction accounts.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Value Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to

you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 11

RS Large Cap Alpha Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses4		Fee Waiver/ Expense Limitation4		Net Expenses4
Class A Shares	0.50	%	0.25	%	[    ]	%	[    ]	%	[    ]	%	[    ]	%
Class B Shares	0.50	%	1.00	%	[    ]	%	[    ]	%	[    ]	%	[    ]	%
Class C Shares	0.50	%	1.00	%	[    ]	%	[    ]	%	[    ]	%	[    ]	%
Class K Shares	0.50	%	0.65	%	[    ]	%	[    ]	%	[    ]	%	[    ]	%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011, to limit the Fund’s Total Annual Operating Expenses to [0.93%] for Class A shares, [2.05%] for Class B shares, [2.04%] for Class C shares, and [1.28%] for Class K shares. The effect, if any, of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net expenses” reflect the effect, if any, of this expense limitation on Total Annual Fund Operating Expenses.

12 800-766-3863

Fees and Expenses of the Fund (continued)

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in companies considered by the Fund’s investment team at the time to be large-cap companies. The Fund’s investment team currently considers a company to be large-cap if its market capitalization is within the range of the Russell 1000^® Index as of the most recent preceding June 30. As of June 30, 2009, the market capitalization of companies in the Russell 1000^® Index ranged between approximately $[            ] million and $[            ] billion.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects, is at least 50% greater than the current market price.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

www.RSinvestments.com 13

RS Large Cap Alpha Fund

Investments, Risks, and Performance

(continued)

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund will typically invest principally in equity securities, but may invest any portion of its assets in debt securities and other income-producing securities. The Fund may at times, but will not necessarily, invest a substantial portion of its assets in securities of companies that the investment team considers to be principally engaged in natural resources industries. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries. The Fund may invest in securities of issuers located anywhere in the world and may invest any portion of its assets outside the United States.

Principal Risks

You may 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 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.

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.

Overweighting Risk

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

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may

14 800-766-3863

Investments, Risks, and Performance (continued)

be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to Fail to qualify for favorable tax treatment under the Code.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and table below provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. The Fund is the successor to The Guardian Park Avenue 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 [below] includes that of the Predecessor Fund for periods prior to October 9, 2006. The Fund’s investment strategy and portfolio management team changed on March 30, 2009. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

www.RSinvestments.com 15

RS Large Cap Alpha Fund

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year		5 Years		10 Years		Since Inception
Class A Shares	6/1/72
Return Before Taxes		[    ]	%	[    ]	%	[    ]	%	[    ]	%
Return After Taxes on Distributions		[    ]	%	[    ]	%	[    ]	%	[    ]	%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]	%	[    ]	%	[    ]	%	[    ]	%
Russell 1000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[    ]	%	[    ]	%	[    ]	%	N/A
Class B Shares	5/1/96	[    ]	%	[    ]	%	[    ]	%	[    ]	%
Russell 1000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[    ]	%	[    ]	%	[    ]	%	[    ]	%
Class C Shares	8/7/00	[    ]	%	[    ]	%	[    ]	%	[    ]	%
Russell 1000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[    ]	%	[    ]	%	[    ]	%	[    ]	%
Class K Shares	5/15/01	[    ]	%	[    ]	%	[    ]	%	[    ]	%
Russell 1000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[    ]	%	[    ]	%	[    ]	%	[    ]	%

1 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.

2 No since inception performance returns are shown for Class A shares because the inception date for Class A shares was prior to the inception date of the Russell 1000^® Value Index.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Large Cap Alpha Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the Fund’s investment team since March 2009.

David J. Kelley has been a member of the Fund’s investment team since March 2009.

Joseph Mainelli has been a member of the Fund’s investment team since March 2009.

Andrew P. Pilara, Jr. has been a member of the Fund’s investment team since March 2009.

Kenneth L. Settles, Jr., CFA has been a member of the Fund’s investment team since March 2009.

Joseph A. Wolf has been a member of the Fund’s investment team since March 2009.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

16 800-766-3863

Purchase and Sale of Fund Shares (continued)

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Large Cap Alpha Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 17

RS Investors Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	1.00%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	1.00%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	1.00%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) is imposed pursuant to a written agreement with RS Investments which is in effect through April 30, 2011. The effect of this limitation is reflected under “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

18 800-766-3863

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests in securities that the Fund’s investment team believes are undervalued. The Fund will typically invest most of its assets in equity securities of small-, mid-, or large-capitalization companies. The Fund may invest in securities of issuers located anywhere in the world and may invest any portion of its assets outside the United States. The Fund is a non-diversified mutual fund, and the Fund will likely hold a more limited number of securities than many other mutual funds. The Fund’s investment team currently expects that the Fund will normally hold between 20 and 40 securities positions.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects, is at least 50% greater than the current market price.

Although the Fund’s investment team may consider the factors previously described in purchasing or selling investments for the Fund, it 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.

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund will typically invest principally in equity securities but may invest any portion of its assets in debt securities and other income-producing securities. The Fund will invest only in debt securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities or in other debt securities rated “investment-grade.” [An investment-grade security is one that is rated by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Group, Baa or BBB, respectively, or higher or, if unrated, that has been determined by the investment team to be of comparable quality.] The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries.

Principal Risks

You may 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 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.

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.

www.RSinvestments.com 19

RS Investors Fund

Investments, Risks, and Performance (continued)

Small and Mid-sized Companies Risk

Small and mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Limited Portfolio/Non-diversification Risk

A non-diversified fund is able to invest its assets in a more limited number of issuers than a diversified fund, so a decline in the market value of a particular security may affect the Fund’s value more than if the Fund were a diversified fund.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “OtherInvestment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and table on the next pageprovide some indication of the risks 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 performance of the Fund’s Class A shares for the past four calendar years. The returns in the bar chart do not reflect the

20 800-766-3863

Investments, Risks, and Performance (continued)

impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. THE FUND’S PASTPERFORMANCE

(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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

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

	Inception Date of Share Class	1 Year	Since Inception
Class A Shares	11/15/05
Return Before Taxes		[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%
Russell 3000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%
Class C Shares	7/24/07	[    ]%	[    ]%
Russell 3000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%
Class K Shares	1/3/07	[    ]%	[    ]%
Russell 3000® Value Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%

1 The Russell 3000^® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 3000^® Index 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.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Investors Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the Fund’s investment team since 2006.

David J. Kelley has been a member of the Fund’s investment team since its inception.

Joseph Mainelli has been a member of the Fund’s investment team since May 2009.

www.RSinvestments.com 21

RS Investors Fund

Management of the Fund (continued)

Andrew P. Pilara, Jr. has been a member of the Fund’s investment team since its inception.

Kenneth L. Settles, Jr., CFA has been a member of the Fund’s investment team since May 2009.

Joseph A. Wolf has been a member of the Fund’s investment team since its inception.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Investors Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

22 800-766-3863

RS Global Natural Resources Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	1.00%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	1.00%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	1.00%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee with respect to Class A shares of the Fund to the extent that Class A’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) exceed [1.45%], and to reduce the management fee paid by each of the other classes of the Fund so that each of those classes bears the same level of management fees as Class A shares during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011, 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

www.RSinvestments.com 23

RS Global Natural Resources Fund

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in securities of companies that the Fund’s investment team considers to be principally engaged in natural resources industries. The Fund may at times invest a portion of its assets in debt securities and other income-producing securities. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units. The Fund may invest in securities of issuers located anywhere in the world and normally will invest in securities of companies located in at least three countries, which may include the United States.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research focused on what the Fund’s investment team believes to be low-cost producing companies with “advantaged assets” that have the potential to create value across a commodity cycle irrespective of changes in commodity prices. The Fund’s investment team utilizes an excess Return on Invested Capital (ROIC) measure which it believes advantaged producers are able to generate at all points of a commodity price cycle. The Fund’s investment team seeks to invest in high quality management teams that are committed to a cash flow return methodology and focuses on understanding and evaluating a management team’s capital deployment philosophy.

Companies in natural resources industries include companies that the Fund’s investment team considers

to be principally engaged in the discovery, development, production, or distribution of natural resources; the development of technologies for the production or efficient use of natural resources; or the furnishing of related supplies or services. Natural resources may include, for example, energy sources, precious and other metals, forest products, real estate, food and agriculture, and other basic commodities.

A particular company will be considered to be principally engaged in natural resources industries if at the time of investment at least 50% of the company’s assets, gross income, cash flow, or net profits is, in the Fund’s investment team’s judgment, committed to, or derived from, those industries. A company will also be considered to be principally engaged in natural resources industries if the Fund’s investment team believes that the company has the potential for capital appreciation primarily as a result of particular products, technology, patents, or other market advantages in natural resources industries.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

Since its inception, the Fund frequently has held a substantial portion of its assets, at times equaling or exceeding 25%, in cash and cash equivalents. The Fund may, but will not necessarily, do so in the future.

Principal Risks

You may 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 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.

24 800-766-3863

Investments, Risks, and Performance

(continued)

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.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Small and Mid-sized Companies Risk

Small and mid-sized 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.

Concentration Risk

Concentrating investments in the natural resources sector increases the risk of loss because the stocks of many or all of the companies in the sector may decline in value due to developments adversely affecting the sector. In addition, investors may buy or sell substantial amounts of the Fund’s shares in response to factors affecting or expected to affect the natural resources sector, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they were to cause the Fund’s cash position or cash requirements to exceed normal levels.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

www.RSinvestments.com 25

RS Global Natural Resources Fund

Investments, Risks, and Performance

(continued)

Fund Performance

The bar chart and the table below provide some indication of the risks 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 two broad measures of market performance. The bar chart shows changes in the performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with two broad-based market indexes. The returns in the table reflect the impact of sales

loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter [        ] [        ]%Worst Quarter [        ] [        ]%

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	11/15/95
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Natural Resources Index™1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	5/1/07	[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Natural Resources Index™1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	12/4/06	[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Natural Resources Sector Index™1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The S&P North American Natural Resources Sector Index™ (formerly the S&P GSSI™ Natural Resources Index) is a modified cap-weighted index designed as a benchmark for U.S.-traded securities in the natural resources sector. The index includes companies involved in the following categories: extractive industries, energy companies, owners and operators of timber tracts, forestry services, producers of pulp and paper, and owners of plantations. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

2 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.

3 No since inception performance returns are shown for Class A shares because the inception date of the Class A shares was prior to the inception date of the S&P North American Natural Resources Section Index™.

26 800-766-3863

Investments, Risks, and Performance

(continued)

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.

Management of the Fund:

Investment Adviser

RS Investment Management Co. LLC

Investment Team

MacKenzie B. Davis, CFA has been a co-portfolio manager of the Fund since 2005.

Andrew P. Pilara, Jr. has managed the Fund since its inception.

Kenneth L. Settles, Jr., CFA has been a co-portfolio manager of the Fund since 2007.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Global Natural Resources Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 27

RS Small Cap Growth Fund

Investment Objective

Capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

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

Share Class	Management Fees	Distribution (12b-1) Fees	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	0.95%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.95%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.95%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee with respect to Class A shares of the Fund to the extent that Class A’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxed and extraordinary expenses) exceed 1.35%, and to reduce the management fee paid by each of the other classes of the Fund so that each of those classes bears the same level of management fees as Class A shares during the period. The management fee waiver for Class C and Class K shares may be greater or less than the amount shown in the table based on the actual expenses incurred by Class A shares during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011, 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

28 800-766-3863

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in small-capitalization companies. The Fund’s investment team defines small-capitalization companies as companies with market capitalizations (at the time of purchase) of up to 120% of the market capitalization of the largest company included in the Russell 2000^® Index as of the most recent preceding June 30 (currently, approximately $[            ] billion, based on the size of the largest company on June 30, 2009).

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that

www.RSinvestments.com 29

RS Small Cap Growth Fund

Investments, Risks, and Performance

(continued)

industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart below and table on the next page provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[** To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter [         ] [        ]%                 Worst Quarter [        ] [        ]%

30 800-766-3863

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	11/30/87
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	9/6/07	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	1/22/07	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Russell 2000^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth values. (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.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since 2007.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since 2007.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2007.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since 2007.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Small Cap Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

www.RSinvestments.com 31

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

32 800-766-3863

RS Select Growth Fund

Investment Objective

Long-term capital growth.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

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

Share Class	Management Fees	Distribution (12b-1) Fees	Other Expenses	Acquired Fund Fees And Expenses	Total Annual Fund Operating Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	1.00%	0.25%	[        ]%	[        ]%	[        ]%	[        ]%	[        ]%
Class C Shares	1.00%	1.00%	[        ]%	[        ]%	[        ]%	[        ]%	[        ]%
Class K Shares	1.00%	0.65%	[        ]%	[        ]%	[        ]%	[        ]%	[        ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 RS Investments has contractually agreed though April 30, 2011, to reduce its management fee with respect to Class A shares of the Fund to the extent that Class A’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund though investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) exceed 1.35%, and to reduce the management fee paid by each of the other classes of the Fund so that each of those classes bears the same level of management fees as Class A shares during the period. The management fee waiver for Class C and Class K shares may be greater or less than the amount shown in the table based on the actual expenses incurred by Class A shares during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011, 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class C Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class K Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]

www.RSinvestments.com 33

RS Select Growth Fund

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class C Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]
Class K Shares	$	[        ]	$	[        ]	$	[        ]	$	[        ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [ ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund typically invests in a portfolio of small- and mid-capitalization growth-oriented companies. Although the Fund is a diversified mutual fund, the Fund will likely hold a limited number of securities. The Fund’s investment team currently expects that the Fund will normally hold between 40 and 60 securities positions.

The Fund invests principally in equity securities of companies with market capitalizations (at the time of purchase) of up to 120% of the market capitalization of the largest company included in the Russell 2500^® Index as of the most recent preceding June 30 (currently, approximately $[            ] billion, based on the size of the largest company on June 30, 2009). The Fund may hold investments in companies whose market capitalizations exceed the preceding parameter due to appreciation or acquisitions by those companies after the Fund’s purchase of their securities.

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth,

expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

Small and Mid-sized Companies Risk

Small and mid-sized 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.

Limited Portfolio Risk

To the extent the Fund invests its assets in a more limited number of issuers than most other mutual funds, a decline in the market value of a particular security

34 800-766-3863

Investments, Risks, and Performance

(continued)

may affect the Fund’s value more than if the Fund invested in a larger number of issuers.

Overweighting Risk

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

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and table on the next page provide some indication of the risks 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 two broad measures of market performance. The bar chart shows changes in the performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with two broad-based market indexes. The returns in the table reflect the impact of sales loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Prior to May 1, 2007, the Fund was known as “RS Diversified Growth Fund”. Since May 1, 2007, the Fund has been managed by a different portfolio management team and it has generally invested in a portfolio of fewer stocks than previously. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

www.RSinvestments.com 35

RS Select Growth Fund

36 800-766-3863

Investments, Risks, and Performance (continued)

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]   [            ]%        Worst Quarter   [             ]   [        ]

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	8/1/96
Return Before Taxes		[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions		[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions and Sale of Fund Shares		[        ]%	[        ]%	[        ]%	[        ]%
Russell 2500® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%
Russell 2000® Growth Index2 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%
Class C Shares	11/15/07	[        ]%	[        ]%	[        ]%	[        ]%
Russell 2500® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%
Russell 2000® Growth Index2 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%
Class K Shares	2/12/07	[        ]%	[        ]%	[        ]%	[        ]%
Russell 2500® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%
Russell 2000® Growth Index2 (reflects no deduction for fees, expenses or taxes)		[        ]%	[        ]%	[        ]%	[        ]%

1 The Russell 2500^® Growth Index measures the performance of those Russell 2500^® companies with higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

2 The Russell 2000^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth values. (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.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since 2007.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since 2007.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2007.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since 2007.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment	Minimum Subsequent Investments
Class A	$2,500	$100
Class C	$2,500	$100
Class K	$1,000	None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply for Individual

Purchase and Sale of Fund Shares (continued)

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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Select Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 37

RS Mid Cap Growth Fund

Investment Objective

Long-term capital growth.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [    ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	0.85%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.85%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.85%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee with respect to Class A shares of the Fund to the extent that Class A’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) exceed [1.49%], and to reduce the management fee paid by each of the other classes of the Fund so that each of those classes bears the same level of management fees as Class A during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

38 800-766-3863

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities. The Fund normally invests at least 80% of its net assets in companies considered by the Fund’s investment team at the time to be mid-cap companies. The Fund’s investment team currently considers a company to be a mid-cap company if the company has a market capitalization of at least $1.5 billion and at most 120% of the market capitalization of the largest company included in the Russell Midcap^® Index on the last day of the most recent quarter (currently, approximately $[            ] billion, based on the size of the largest company on March 31, 2010).

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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. The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

Mid-sized Companies Risk

Mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that

www.RSinvestments.com 39

RS Mid Cap Growth Fund

Investments, Risks, and Performance (continued)

industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies andRisks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance.

The bar chart and table [below] provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter [            ] [            ]%        Worst Quarter [            ] [            ]%

40 800-766-3863

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	7/12/95
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
Russell Midcap® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	5/21/07	[    ]%	[    ]%	[    ]%	[    ]%
Russell Midcap® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	12/4/06	[    ]%	[    ]%	[    ]%	[    ]%
Russell Midcap® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Russell Midcap^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap^® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J, Bishop has been a co-portfolio manager of the Fund since 2008.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since 2008.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2008.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since 2008.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment	Minimum Subsequent Investments
Class A	$2,500	$100
Class C	$2,500	$100
Class K	$1,000	None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Mid Cap Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

www.RSinvestments.com 41

RS Mid Cap Growth Fund

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

42 800-766-3863

RS Growth Fund

Investment Objective

Long-term capital growth.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [    ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	0.80%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.80%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.80%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee with respect to Class A shares of the Fund to the extent that Class A’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) exceed [1.49%], and to reduce the management fee paid by each of the other classes of the Fund so that each of those classes bears the same level of management fees as Class A shares during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

www.RSinvestments.com 43

RS Growth Fund

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities of companies considered by the Fund’s investment team at the time to be large-cap companies. The Fund’s investment team currently considers a company to be large-cap if its market capitalization is within the range of the Russell 1000^® Index as of June 30 of each year. As of June 30, 2009, the market capitalization of companies in the Russell 1000^® Index ranged between approximately $[            ] million and $[            ] billion.

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks.

You may 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 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.

Investment Style Risk

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

Mid-sized Companies Risk

Mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that

44 800-766-3863

Investments, Risks, and Performance (continued)

industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” in the Fund’s prospectus and “Other Investment Strategies and Risks” for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart below and table on the next page provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

www.RSinvestments.com 45

RS Growth Fund

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	5/12/92
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
Russell 1000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	6/30/07	[    ]%	[    ]%	[    ]%	[    ]%
Russell 1000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	11/27/06	[    ]%	[    ]%	[    ]%	[    ]%
Russell 1000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Russell 1000^® Growth 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 higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since May 2009.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since May 2009.

Allison K. Thacker has been a co-portfolio manager of the Fund since May 2009.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since May 2009.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

46 800-766-3863

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 47

RS Technology Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

Annual Fund Operating Expenses (expenses are 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
Class A Shares	1.00%	0.25%	[    ]%	[    ]%
Class C Shares	1.00%	1.00%	[    ]%	[    ]%
Class K Shares	1.00%	0.65%	[    ]%	[    ]%

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expense remain the same as those shown above under “Total Annual Fund Operating Expenses.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

48 800-766-3863

Fees and Expenses of the Fund

(continued)

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities. The Fund normally invests at least 80% of its net assets in technology companies. The Fund may invest in companies of any size. The Fund typically invests most of its assets in securities of U.S. companies but may also invest any portion of its assets in foreign securities.

The Fund’s investment team performs in-depth analysis in search of what it believes are innovative companies that drive market share gains in technology, leading to sustainable earnings growth and long-term stock price appreciation. The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates with greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

A particular company will be considered to be in the technology sector if, at the time of investment, at least 50% of the company’s assets, gross income, or net profits are, in the investment team’s judgment, committed to, or derived from, industries in the technology sector. A company will also be considered to be in the technology sector if the Fund’s investment team considers that the company has the potential for

capital appreciation primarily as a result of particular products, technology, patents, or other market advantages in those industries.

Although the investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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 that of any of the factors described above or any other factors it may at its discretion consider.

In recent periods, the Fund has frequently held a substantial portion of its assets in cash and cash equivalents. The Fund may, but will not necessarily, do so in the future.

Principal Risks

You may 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 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.

Investment Style Risk

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

Small and Mid-sized Companies Risk

Small and mid-sized 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.

Concentration Risk

Concentrating investments in the natural resources sector increases the risk of loss because the stocks of many or all of the companies in the sector may decline in value due to developments adversely affecting the sector. In addition, investors may buy or sell substantial amounts of the Fund’s shares in response to factors affecting or expected to affect the natural resources sector, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they were to cause the Fund’s cash position or cash requirements to exceed normal levels.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of

www.RSinvestments.com 49

RS Technology Fund

Investments, Risks, and Performance

(continued)

companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart below and table on the next page provide some indication of the risks 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 two broad measures of market performance. The bar chart shows changes in the performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with two broad-based market indexes. The returns in the table reflect the impact of sales loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

50 800-766-3863

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	11/15/95
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Technology Sector Index™1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	5/2/07	[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Technology Sector Index™1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	1/19/07	[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Technology Sector Index™1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The S&P North American Technology Sector Index™ (formerly S&P GSTI^TM Composite Index) is a modified capitalization-weighted index based on a universe of technology-related stocks. Index results do not assume the reinvestment of dividends paid on the stocks constituting the index.

2 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.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since 2001.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2003.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Technology Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

www.RSinvestments.com 51

RS Technology Fund

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

52 800-766-3863

RS Small Cap Equity Fund

Shares of the Fund may be purchased only by shareholders who held shares of the Fund as of the close of business on April 16, 2009.

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [        ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	0.75%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	0.75%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.75%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.75%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011, to limit the Fund’s Total Annual Fund Operating Expenses to [1.27%] for Class A shares, [2.41%] for Class B shares, [2.22%] for Class C shares, and [1.60%] for Class K shares. The effect, if any, of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect, if any, of this expense limitation on Total Annual Fund Operating Expenses.

www.RSinvestments.com 53

RS Small Cap Equity Fund

Fees and Expenses of the Fund (continued)

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

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’s investment team 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

March 31, 2010, the market capitalization of companies in the Russell 2000^® Index ranged between approximately $[            ] million and $[            ] billion.

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it may purchase, sell, or continue to hold an investment for the Fund whenever

54 800-766-3863

Investments, Risks, and Performance (continued)

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.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in

more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and table on the next page provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Park Avenue Small Cap 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. The Fund’s investment strategy and

www.RSinvestments.com 55

RS Small Cap Equity Fund

Investments, Risks, and Performance (continued)

portfolio management team changed on April 16, 2009. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter [            ]  [            ]%

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	5/1/97
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	5/6/97	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	5/15/01	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Russell 2000^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth values. (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.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since April 2009.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since April 2009.

56 800-766-3863

Management of the Fund (continued)

Allison K. Thacker has been a co-portfolio manager of the Fund since April 2009.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since April 2009.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Small Cap Equity Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 57

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.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [    ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	0.80%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	0.80%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.80%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.80%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011, to limit the Fund’s Total Annual Fund Operating Expenses to [1.73%] for Class A shares, [2.97%] for Class B shares, [2.65%] for Class C shares, and [1.96%] for Class K shares. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

58 800-766-3863

Fees and Expenses of the Fund (continued)

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Baillie Gifford Limited (“GBG”) to act as sub adviser to the Fund. GBG has engaged Baillie Gifford Overseas Limited (“BG Overseas”) to act as sub-sub adviser to the Fund.

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, the Fund’s investment team normally takes into account the industry and country allocations in the Morgan Stanley Capital International (“MSCI”) 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. The Fund may invest up to 20% (measured at the time of purchase) of its total assets in countries in emerging markets when BG Overseas believes it would be appropriate to do so.

The Fund’s investment team uses rigorous fundamental research and a bottom-up, stock-driven approach to country and asset allocation, with the objective of making long-term investments in companies it believes can sustain above-average growth rates and trade at a reasonable prices. The investment team 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. Some of the fundamental factors that the team

www.RSinvestments.com 59

RS International Growth Fund

Investments, Risks, and Performance (continued)

considers when analyzing companies are: earnings growth, cash flow growth, profitability, debt and interest cover, and valuation. To determine how to allocate the Fund’s assets geographically, the Fund’s investment team 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.

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 use forward foreign-currency exchange contracts. 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.

As a temporary defensive measure, if the Fund’s investment team believes that 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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 Risks

You may 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 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, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Currency Risk

Investments in foreign securities are often denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions. The use of foreign exchange transactions 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.

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.

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, among others, greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market country’s dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, companies that are newly organized and small, differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers, and less developed legal systems. These factors could make emerging market investments more volatile and less liquid than investments in developed markets.

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

60 800-766-3863

Investments, Risks, and Performance (continued)

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

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies andRisks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart below and table [on the next page] provide some indication of the risks 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 two broad measures of market

performance. The bar chart shows changes in the performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the Fund’s performance with two broad-based market indexes. The returns in the table reflect the impact of sales loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Baillie Gifford International Growth 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [                ]  [    ]%        Worst Quarter  [                ]  [    ]%

www.RSinvestments.com 61

RS International Growth Fund

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	2/16/93
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	5/1/96	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	5/15/01	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Growth Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Index2 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Morgan Stanley Capital International (MSCI) Growth Index for Europe, Australasia, and Far East (EAFE) 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.

2 The Morgan Stanley Capital International (MSCI) Index for Europe, Australasia, and Far East (EAFE) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Baillie Gifford Limited

Investment Sub-Subadviser

Baillie Gifford Overseas Limited

Investment Team

James Anderson has been a member of the Fund’s investment team since October 2009.

Tim Campbell has been a member of the Fund’s investment team since October 2009.

John Carnegie has been a member of the Fund’s investment team since October 2009.

Tom Coutts has been a member of the Fund’s investment team since October 2009.

David Salter has been a member of the Fund’s investment team since October 2009.

Kavé Sigaroudinia has been a member of the Fund’s investment team since October 2009.

Nick Thomas, CFA has been a member of the Fund’s investment team since October 2009.

Sarah Whitley has been a member of the Fund’s investment team since October 2009.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

62 800-766-3863

Purchase and Sale of Fund Shares (continued)

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS International Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 63

RS Emerging Markets Fund is currently offered only to certain investors. See “Other Information About Purchasing Shares” in the Fund’s prospectus.

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.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [    ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	1.00%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	1.00%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	1.00%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	1.00%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011, to limit the Fund’s Total Annual Fund Operating Expenses to [1.65%] for Class A shares, [2.52%] for Class B shares, [2.45%] for Class C shares, and [1.96%] for Class K shares. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this limitation on Total Annual Fund Operating Expenses.

64 800-766-3863

RS Emerging Markets Fund

Fees and Expenses of the Fund (continued)

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Baillie Gifford Limited (“GBG”) to act as sub adviser to the Fund. GBG has engaged Baillie Gifford Overseas Limited (“BG Overseas”) to act as sub-sub adviser to the Fund.

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, the Fund’s investment team takes into account the industry and country allocations in the Morgan Stanley Capital International (“MSCI”) Emerging Markets Free (“EMF”) Index.

The Fund’s investment team uses rigorous fundamental research and a bottom-up, stock-driven approach to country and asset allocation, with the objective of making long-term investments in companies it believes can sustain above-average growth rates and trade at a reasonable prices. The investment team 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. Some of the fundamental factors that the team considers when analyzing companies are: earnings growth, cash flow growth, profitability, debt and interest cover, and valuation.

www.RSinvestments.com 65

RS Emerging Markets Fund

Investments, Risks, and Performance (continued)

The Fund may invest up to 20% of its 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 use forward foreign-currency exchange contracts.

As a temporary defensive strategy, the Fund may significantly change its portfolio if the Fund’s investment team 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, non-convertible 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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 Risks

You may 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 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, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Currency Risk

Investments in foreign securities are often denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions. The use of foreign exchange transactions 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, among others, greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market country’s dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, companies that are newly organized and small, differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers, and less developed legal systems. These factors can make emerging market investments more volatile and less liquid than investments in developed markets.

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.

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 changes in response to changes in interest rates and depends on the issuer’s credit quality.

66 800-766-3863

Investments, Risks, and Performance

(continued)

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and the table below provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Baillie Gifford Emerging Markets 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

www.RSinvestments.com 67

RS Emerging Markets Fund

Investments, Risks, and Performance

(continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	5/1/97
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
MSCI EMF Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	5/6/97	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EMF Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EMF Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	5/15/01	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EMF Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 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.

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 “Since Inception” return for the MSCI EMF Index shown in the table is since May 1, 1997, the date of inception of Class A shares. The MSCI EMF Index had average annual returns of [    ]% since May 6, 1997, the date of the inception of Class B shares; [    ]% since August 7, 2000, the date of the inception of Class C shares; and [    ]% since May 15, 2001, the date of the inception of Class K shares.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Baillie Gifford Limited

Investment Sub-Subadviser

Baillie Gifford Overseas Limited

Investment Team

Edward H. Hocknell has been a member of the investment team of the Fund since its inception.

Richard E. Sneller has been a member of the investment team of the Fund since its inception.

William Sutcliffe has been a member of the investment team of the Fund since 2001.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

The Fund is currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. This limitation will preclude some existing shareholders of the Fund from making additional investments in the Fund. Contact RS Investments for more information.

68 800-766-3863

Purchase and Sale of Fund Shares

(continued)

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Emerging Markets Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 69

RS Investment Quality Bond Fund

Investment Objective

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

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	0.50%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	0.50%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.50%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.50%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

70 800-766-3863

Fees and Expenses of the Fund

(continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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.

The Fund’s investment team 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, the Fund’s investment team selects individual securities by considering the yield paid by the security, potential appreciation in the value of the security, 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 the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

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 at least two of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group, or Fitch Investors Service, Inc. as Baa, BBB or BBB, respectively, or higher or, if unrated, that has been determined by the Fund’s investment team 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,

www.RSinvestments.com 71

RS Investment Quality Bond Fund

Investments, Risks, and Performance

(continued)

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.

The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt

securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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 may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and table on the next page provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Generally, the calculations of total return

72 800-766-3863

Investments, Risks, and Performance

(continued)

in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Investment Quality Bond 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 the table below includes that of the Predecessor Fund for periods prior to

October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	2/16/93
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Aggregate Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Aggregate Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Aggregate Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	5/15/01	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Aggregate Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that is generally considered to be representative of U.S. bond market activity.

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.

www.RSinvestments.com 73

RS Investment Quality Bond Fund

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Howard W. Chin has been a co-portfolio manager of the Fund since 1998.

Robert J. Crimmins, Jr. has been a co-portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Investment Quality Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

74 800-766-3863

RS Low Duration Bond Fund

Investment Objective

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

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	0.45%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	0.45%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.45%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.45%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 20, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year	3 years	5 years	10 years
Class A Shares	$[    ]	$[    ]	$[    ]	$[    ]
Class B Shares	$[    ]	$[    ]	$[    ]	$[    ]
Class C Shares	$[    ]	$[    ]	$[    ]	$[    ]
Class K Shares	$[    ]	$[    ]	$[    ]	$[    ]

www.RSinvestments.com 75

RS Low Duration Bond Fund

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate was higher during the last fiscal year than in previous years due to the Fund’s investments in repurchase agreements [and other investments] used to invest cash in the Fund’s portfolio on a short-term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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.

The Fund’s investment team 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 the investment team believes to be their attractiveness relative to one another.

Within sector allocations, the Fund’s investment team selects individual securities by considering 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 tends to have an average duration within a range of one to three years and an average maturity of one and three years. The Fund seeks to maintain a low duration but may lengthen or shorten its duration within that range to reflect changes in the overall composition of the short-term investment-grade debt markets. 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

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 at least two of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group, or Fitch Investors Service, Inc. as Baa, BBB, or BBB, respectively, or higher or, if unrated, that has been determined by the Fund’s investment team 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.

76 800-766-3863

Investments, Risks, and Performance (continued)

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.

The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying

assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced portfolio turnover in excess of 300% and will likely experience high portfolio turnover rates in the future.

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.

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and the table on the next page provide some indication of the risks 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 performance of the Fund’s Class A shares for the past six calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the Fund’s

www.RSinvestments.com 77

RS Low Duration Bond Fund

Investments, Risks, and Performance (continued)

performance with a broad-based market index. The returns in the table reflect the impact of sales loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Low Duration Bond 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

	1 Year	5 Years	Since Inception 7/30/03
Class A Shares
Return Before Taxes	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Government 1-3 Year Bond Index1 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%
Class B Shares	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Government 1-3 Year Bond Index1 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%
Class C Shares	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Government 1-3 Year Bond Index1 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%
Class K Shares	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Government 1-3 Year Bond Index1 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%

1 The Barclays Capital 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.

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.

78 800-766-3863

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Howard W. Chin has been a co-portfolio manager of the Fund since 2003.

Robert J. Crimmins, Jr. has been a co-portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Low Duration Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 79

RS High Yield Bond Fund

Investment Objective

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

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	Maximum Deferred Sales Charge (Load) (as a percentage of the lower of sale proceedings or the original offering price)
Class A Shares	3.75%	None1
Class B Shares	None	3.00%2
Class C Shares	None	1.00%3
Class K Shares	None	None

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	0.60%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	0.60%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.60%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.60%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B

80 800-766-3863

Fees and Expenses of the Fund (continued)

shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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 the Fund’s investment team to be of comparable quality.

The Fund’s investment team considers several factors relating to the issuer in purchasing and selling securities relative to the price of the security, such as the earnings patterns, the financial history, the management structure, and the general prospects. The Fund’s investment team 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

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. or Standard & Poor’s Ratings Group Ba1 or BB+, respectively, or lower or, if unrated, has been determined by the Fund’s investment team 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, re-capitalizations, and acquisitions.

The Fund may invest in common and preferred stocks as well as warrants to purchase common stocks,

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RS High Yield Bond Fund

Investments, Risks, and Performance (continued)

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, interest rate swap agreements, credit default swaps, loan credit default swaps, credit default index swaps and loan credit default index swaps. 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.

The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

Principal Risks

You may 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 as follows.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

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.

Derivatives Risk

Derivative transactions can create investment 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.

Credit Derivatives Risk

The Fund may enter into credit derivatives, including credit default swaps and credit default index investments. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and 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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

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RS High Yield Bond Fund

Investments, Risks, and Performance (continued)

Fund Performance

The bar chart and the table below provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary

of purchase. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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 Fund”). The performance of the Fund provided in the chart and the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter [        ] [        ]%        Worst Quarter [        ] [        ]%

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	9/1/98
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Corporate High-Yield Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	9/1/98	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Corporate High-Yield Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Corporate High-Yield Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	5/15/01	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Corporate High-Yield Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Barclays Capital U.S. Corporate High-Yield Bond 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.

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RS High Yield Bond Fund

Investments, Risks, and Performance (continued)

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Kevin Booth, CFA has been a member of the investment team of the Fund since November 2009.

Marc Gross has been a member of the investment team of the Fund since 2008.

Howard G. Most has been a member of the investment team of the Fund since 2008.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS High Yield Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

84 800-766-3863

RS Tax-Exempt Fund

Investment Objective

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

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [    ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class A Shares	0.50%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.50%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect, if any, of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

www.RSinvestments.com 85

RS Tax-Exempt Fund

Fees and Expenses of the Fund

(continued)

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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”).

The Fund’s investment team allocates the Fund’s investments among a diversified portfolio of investment-grade municipal obligations and will invest primarily in municipal securities with remaining maturities of between seven and 25 years. As of March 31, 2010, the Fund’s dollar weighted average maturity was [    ] years. The Fund’s investment team may, however, invest in municipal obligations with remaining maturities outside of that range based on its analysis of the market and the economy.

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 primarily 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:

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

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

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

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

n 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. [An investment-grade security is one that is rated Baa by Moody’s Investors Service, Inc., or BBB by Standard & Poor’s Ratings Group or Fitch, Inc., or higher, or, if unrated, has been determined by the Fund’s investment team to be of comparable quality.] The Fund may invest up to 10% of its assets in below-investment grade or unrated municipal obligations that the Fund’s investment team 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 without limit in municipal obligations (described above) that pay interest from similar revenue sources or securities of issuers within 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.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

86 800-766-3863

Investments, Risks, and Performance (continued)

Municipal Obligations Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

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.

Please see “Principal Risks; Additional Information About Investment Strategies and

Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart below and table [on the next page] provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Tax-Exempt 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter [            ]  [            ]%        Worst Quarter [            ]  [            ]%

www.RSinvestments.com 87

RS Tax-Exempt Fund

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	2/16/93
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares		[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital Municipal Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital Municipal Bond Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 The Barclays Capital Municipal Bond Index is an unmanaged index that is generally considered to be representative of U.S. municipal bond market activity.

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.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Alexander M. Grant, Jr. has been a manager of the Fund since 1993.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Tax-Exempt Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund’s distributions normally consist of exempt-interest dividends, which are generally not taxable to you for federal income or alternative minimum tax purposes. A portion of the Fund’s distributions may not qualify as exempt-interest dividends; such distributions will generally be taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

88 800-766-3863

RS High Yield Municipal Bond Fund

Investment Objective

To seek high current income exempt from federal income taxes with a secondary objective of capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available – Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

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

Share Class	Management Fees3	Distribution (12b-1) Fees	Other Expenses4	Total Annual Fund Operating Expenses5	Fee Waiver/ Expense Limitation5	Net Expenses5
Class A Shares	0.50%	0.25%	0.43%	1.18%	0.83%	0.35%
Class C Shares	0.50%	1.00%	0.43%	1.93%	0.83%	1.10%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 RS Investments has contractually agreed through April 30, 2011, to waive all of its management fees with respect to the Fund.

4 “Other Expense” are based on estimated amounts for the Fund’s initial fiscal year, and do not include organizational expenses. “Other Expenses” including organizational expenses would be as follows: 0.48% (Class A) and 0.48% (Class C).

5 An expense limitation determined after taking into account any other expense limitations or fee waivers, including without limitation any reduction of management fees, with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes, organization and extraordinary expenses) is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years
Class A Shares	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years
Class A Shares	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]

www.RSinvestments.com 89

RS High Yield Municipal Bond Fund

Fees and Expenses of the Fund

(continued)

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The Fund commenced operations on November 24, 2009. During the period from November 24, 2009 to December 31, 2009, the Fund’s portfolio turnover rate (not annualized) was [ ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies.

The Fund invests primarily in municipal obligations, the interest on which is, in the opinion of the issuer’s bond counsel, exempt from federal individual income tax (but not necessarily the federal alternative minimum tax (the “AMT”)). The Fund may invest in obligations that pay interest subject to the AMT.

RS Investment Management Co. LLC (“RS Investments”), the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser. The Fund’s investment team allocates the Fund’s investments among a diversified portfolio of municipal securities offering the potential for high current income. The Fund may invest any portion of its assets in municipal securities that are rated below investment grade (or, if unrated, considered by the Fund’s investment team to be of comparable quality), commonly known as “high yield” or “junk” bonds.

In selecting securities for the Fund, the Fund’s investment team performs in-depth credit analysis of the issuer’s creditworthiness and of the securities. The Fund’s investment team attempts to identify securities paying attractive current income, and securities that it believes are undervalued.

The Fund’s investment team 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 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling

investments for the Fund, it 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.

Under normal circumstances at least 80% of the value of the Fund’s net assets will be invested in tax-exempt municipal obligations (which may include obligations that pay interest subject to the AMT). 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 primarily in municipal obligations, the interest on which is, in the opinion of the issuer’s bond counsel, exempt from federal income tax (but not necessarily the 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:

n general obligation bonds, of state and local governments secured by the issuer’s unlimited or limited taxing power;

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

n revenue bonds, supported solely by the enterprise that issues them;

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

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

The Fund may invest up to 100% of its assets in high yield, lower-rated fixed-income securities, including securities below investment grade, commonly known as “high yield” or “junk” bonds. [A security will be considered to be below investment grade if it is rated Ba1 by Moody’s Investors Service, Inc. and BB+ by Standard & Poor’s Ratings Group, or lower or, if unrated, is considered by the Fund’s investment team to be of comparable quality.] A below investment grade rating reflects a greater possibility that the issuer of an investment may be unable to make timely payments of interest and principal and thus default. If this happens, or is perceived as likely to happen, the value of that investment will usually be more volatile and is likely to fall. A default or expected default would also make it difficult for the Fund to sell

90 800-766-3863

Investments, Risks, and Performance (continued)

an investment at a price approximating the value the Fund has previously placed on it.

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 without limit in municipal obligations that pay interest from similar revenue sources or securities of issuers within a single state.

The Fund may invest in municipal securities issued by entities having similar characteristics. The issuers may be located in the same geographic areas or may pay their interest obligations from revenue of similar projects, such as hospitals, airports, utility systems and housing finance agencies. This may make the Fund’s investments more susceptible to economic, political, regulatory, or other factors affecting issuers in those geographic areas or issuers whose revenues are derived from such projects, and may increase the volatility of the Fund’s net asset value. The Fund may invest more than 25% of its total assets in a segment of the municipal securities market with similar characteristics if the Fund’s investment team determines that the potential return from such investment justifies the additional risk.

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

Principal Risks.

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Municipal Obligations Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative or political changes, and by financial developments affecting

municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and performance table are not included because the Fund had not completed one full calendar year of investment operations as of the date of this prospectus. Performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Alexander M. Grant, Jr. has been a manager of the Fund since its inception.

www.RSinvestments.com 91

RS High Yield Municipal Bond Fund

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS High Yield Municipal Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund’s distributions normally consist of exempt-interest dividends, which are generally not taxable to you for federal income tax purposes, but may be subject to the federal alternative minimum tax. A portion of the Fund’s distributions may not qualify as exempt-interest dividends; such distributions will generally be taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

92 800-766-3863

RS Floating Rate Fund

Investment Objective

To seek a high level of current income.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available – Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

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

Share Class	Management Fees3	Distribution (12b-1) Fees	Other Expenses4	Total Annual Fund Operating Expenses5	Fee Waiver/ Expense Limitation5	Net Expenses5
Class A Shares	0.65%	0.25%	0.36%	1.26%	0.91%	0.35%
Class C Shares	0.65%	1.00%	0.36%	2.01%	0.91%	1.10%
Class K Shares	0.65%	0.65%	0.39%	1.69%	0.94%	0.75%

1 Contingent deferred sales load 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 “Types of Shares Available – Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase.

3 RS Investments has contractually agreed through April 30, 2011, to waive all of its management fees with respect to the Fund.

4 “Other Expenses” are based on estimated amounts for the Fund’s initial fiscal year, and do not include organizational expenses. “Other Expenses” including organizational expenses would be as follows: 0.40% (Class A), 0.40% (Class C), and 0.43% (Class K).

5 An expenses limitation determined after taking into account any other expense limitations or fee waivers, including without limitation any reduction of management fees, with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes, organizational and extraordinary expenses) is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that [the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years
Class A Shares	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]

www.RSinvestments.com 93

RS Floating Rate Fund

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years
Class A Shares	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The Fund commenced operations on December 8, 2009. During the period from December 8, 2009 to December 31, 2009, the Fund’s portfolio turnover rate (not annualized) was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investment Management Co. LLC (“RS Investments”), the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. The Fund invests primarily in floating rate loans and other floating rate investments. GIS expects that most or all of the investments held by the Fund will typically be below investment grade.

Floating rate investments are debt obligations of companies or other entities that have interest rates that adjust or “float” periodically, normally on a daily, monthly, quarterly, or semiannual basis by reference to a base lending rate (such as LIBOR) plus a premium. A floating rate loan is typically structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. The Fund will typically acquire loans directly in a transaction arranged through an agent or by assignment from another holder of the loan. The Fund will typically invest in senior secured corporate loans.

The Fund’s investment team considers several factors in purchasing and selling investments for the Fund, such as fundamental analysis of the issuer, the credit quality of the issuer and any collateral securing the investment, the issuer’s management, capital

structure, leverage, and operational performance, and the business outlook for the industry of the issuer.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund normally invests at least 80% of its net assets in floating rate loans and other floating rate investments. Floating rate investments may include, by way of example, floating rate debt securities, money market securities of all types, repurchase agreements, and shares of money market and short-term bond funds. The Fund may invest in investments of any maturity. The Fund may invest up to 100% of its assets in obligations of foreign issuers, including sovereign and private issuers. The Fund may, but will not necessarily, enter into foreign currency exchange transactions in order to hedge against adverse changes in the values of currencies in which those obligations are denominated.

Floating rate loans in which the Fund invests are expected to be “senior” loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund’s floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments.

The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender’s claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.

94 800-766-3863

Investments, Risks, and Performance (continued)

Other debt obligations in which the Fund may invest include all types of debt instruments such as corporate bonds, government securities, repurchase agreements, and mortgage and other asset-backed securities.

The Fund’s investment team expects that most or all of the investments held by the Fund will typically be below investment grade. [An investment will be considered to be below investment grade if it is rated Ba1 by Moody’s Investors Service, Inc. and BB+ by Standard & Poor’s Ratings Group, or lower or, if unrated, is considered by the Fund’s investment team to be of comparable quality.] A below investment grade rating reflects a greater possibility that the issuer of an investment may be unable to make timely payments of interest and principal and thus default. If this happens, or is perceived as likely to happen, the value of that investment will usually be more volatile and is likely to fall. A default or expected default would also make it difficult for the Fund to sell an investment at a price approximating the value the Fund has previously placed on it.

Credit ratings are based 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 the Fund’s investment team considers credit ratings in making investment decisions, it performs its own investment analysis and does not rely only on ratings assigned by the rating agencies. The Fund depends more on the Fund’s investment team’s ability to buy lower-rated debt than it does on its ability to buy investment-grade debt. The Fund may have to participate in legal proceedings or take possession of and manage assets that secure the issuer’s obligations. This could increase the Fund’s operating expenses and decrease its net asset value.

The Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of floating rate loans being considered for purchase by the Fund, which may affect its ability to assess the floating rate loans as compared to investors that do receive such information.

The Fund also may, but will not necessarily, enter into exchange-traded or over-the-counter derivatives transactions of any kind, such as index futures

contracts, Treasury futures contracts, Eurodollar futures contracts, interest rate swaps, credit default swaps, loan credit default swaps, currency options and forwards, currency swaps, and forward transactions for purposes such as, but not limited to, hedging various risks such as credit risk, interest rate risk, and liquidity risk; for taking a net short position in certain investments or markets; for providing liquidity in the Fund; for equitizing cash; for minimizing transaction costs; for replicating certain investments; and for asset and sector allocation. Use of any of these investment techniques may have the effect of creating investment leverage in the Fund’s portfolio.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest rates in general.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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.

Agent Insolvency Risk

In the event of the insolvency of an agent bank (in a syndicated loan, the agent bank is the bank in the syndicate whom undertakes the bulk of the administrative duties involved in the day-to-day administration of the loan), a loan could be subject to settlement risk, as well as the risk of interruptions in the administrative duties performed in the day to day

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RS Floating Rate Fund

Investments, Risks, and Performance

(continued)

administration of the loan (such as processing LIBOR calculations, processing draws, etc.).

Collateral Impairment Risk

The terms of the senior secured corporate loans and corporate debt securities in which a Fund may invest require that collateral be maintained to support payment of the obligation. However, the value of the collateral may decline after the Fund invests and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. As a result, the Fund might not receive payments to which it is entitled.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Derivatives Risk

Derivative transactions can create investment 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.

Currency Risk

Investments in foreign securities are normally denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward-currency exchange transactions. The use of foreign currency exchange transactions 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.

Credit Derivatives Risk

The Fund may enter into credit derivatives, including credit default swaps and credit default index investments. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and may create additional investment risks that may subject a Fund to greater volatility than investments in more traditional securities.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and performance table are not included because the Fund had not completed one full calendar year of investment operations as of the date of this prospectus. Performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Kevin Booth, CFA has been a member of the investment team of the Fund since its inception.

Marc Gross has been a member of the investment team of the Fund since its inception.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to

96 800-766-3863

Purchase and Sale of Fund Shares (continued)

minor accounts, automatic investment plans, and qualified retirement plans. A $25 minimum initial and subsequent purchase amount applies for payroll deduction accounts.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Floating Rate Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 97

RS Strategic Income Fund

Investment Objective

To seek high current income with a secondary objective of capital appreciation.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available — Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [            ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

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

Share Class	Management Fees3	Distribution (12b-1) Fees	Other Expenses4	Total Annual Fund Operating Expenses5	Fee Waiver/ Expense Limitation5	Net Expenses5
Class A Shares	0.60%	0.25%	0.46%	1.31%	0.96%	0.35%
Class C Shares	0.60%	1.00%	0.45%	2.05%	0.95%	1.10%
Class K Shares	0.60%	0.65%	0.49%	1.74%	0.99%	0.75%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Contingent deferred sales load applies for shares sold within one year of purchase

3 RS Investments has contractually agreed through April 30, 2011, to waive all of its management fees with respect to the Fund.

4 “Other Expenses” are based on estimated amounts for the Fund’s initial fiscal year, and do not include organizational expenses. “Other Expenses” including organizational expenses would be as follows: 0.51% (Class A), 0.54% (Class C), and 0.54% (Class K).

5 An expense limitation determined after taking into account any other expense limitations or fee waivers, including without limitation any reduction of management fees, with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investment in certain pooled investment vehicles, interest, taxes, organizational and extraordinary expenses) is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years
Class A Shares	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]

98 800-766-3863

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years
Class A Shares	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The Fund commenced operations on November 24, 2009. During the period from November 24, 2009 to December 31, 2009, the Fund’s portfolio turnover rate (not annualized) was [        ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investment Management Co. LLC (“RS Investments”), the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. The Fund may invest in fixed-income obligations of any kind, including, by way of example, U.S. and foreign corporate investment-grade securities; U.S. government securities and securities of foreign governments and supranational entities; U.S. and foreign below investment-grade bonds; and cash instruments. The Fund’s investment team allocates the Fund’s investments among these (and other) types of obligations based on its detailed analysis of market, economic, political, and other factors, and of the potential for the various obligations to provide high current income and/or capital appreciation.

The Fund’s investment team selects specific investments for the Fund by considering a wide variety of factors, including yield, potential for appreciation in value, the credit quality of the issuer or collateral, maturity; and the degree of risk associated with a specific investment relative to the potential for favorable investment returns and to other investments.

The Fund’s investment team may sell investments when it believes that they no longer offer attractive potential future returns compared to other investment opportunities or that they present undesirable risks, or in an attempt to limit losses on investments that have declined in value. The Fund’s investment team may trade the Fund’s investments more frequently than do other mutual funds.

The Fund may invest in investments of any maturity. The Fund may invest in securities of any quality, and may invest without limit in securities rated below investment grade or unrated securities considered by the Fund’s investment team to be of comparable quality, sometimes referred to as “high yield” or “junk” bonds. The Fund may invest in emerging markets debt. There is no limit on the amount of the Fund’s assets that may be invested in obligations of issuers in any country or group of countries.

The Fund may (though it will not necessarily) enter into derivatives transactions. The Fund may take long or short positions in so-called credit default swaps or other credit derivatives as an alternative to buying or selling debt securities themselves or otherwise to increase the Fund’s total return.

The Fund normally invests primarily in a diversified portfolio of debt obligations.

The Fund may invest in any type of debt instrument, including, for example, domestic or foreign corporate debt securities, securities issued or guaranteed by sovereign governments, their agencies, or instrumentalities, and mortgage-backed securities. The Fund may invest in “tax credit bonds” (including Build America Bonds, clean renewable energy bonds and qualified tax credit bonds). The Fund may invest in convertible securities and warrants. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including collateralized mortgage obligations, and other asset-backed securities. The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

The Fund also may, but will not necessarily, enter into exchange-traded or over-the-counter derivatives transactions of any kind, such as index futures contracts, treasury futures contracts, Eurodollar futures contracts, interest rate swaps, credit default swaps,

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RS Strategic Income Fund

Investments, Risks, and Performance (continued)

loan credit default swaps, currency options and forwards, currency swaps, and forward transactions for purposes such as, but not limited to, hedging various risks such as credit risk, interest rate risk, and liquidity risk; for taking a net short position in certain investments or markets; for providing liquidity in the Fund; for equitizing cash; for minimizing transaction costs; for replicating certain investments; and for asset and sector allocation. Use of any of these investment techniques may have the effect of creating investment leverage in the Fund’s portfolio.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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.

Derivatives Risk

Derivative transactions can create investment 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.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods

of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

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, among others, greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market country’s dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, companies that are newly organized and small, differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers, and less developed legal systems. These factors can make emerging market investments more volatile and less liquid than investments in developed markets.

Municipal Obligations Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Currency Risk

Investments in foreign securities are often denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or

100 800-766-3863

Investments, Risks, and Performance:

(continued)

prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions. The use of foreign exchange transactions 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.

Credit Derivatives Risk

The Fund may enter into credit derivatives, including credit default swaps and credit default index investments. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and may create additional investment risks that may subject a Fund to greater volatility than investments in more traditional securities.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. The Fund may experience annual portfolio turnover in excess of 100% in the future.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and performance table are not included because the Fund had not completed one full calendar year of investment operations as of the date of this prospectus. Performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Leslie Barbi has been a member of the investment team of the Fund since its inception.

Kevin Booth, CFA has been a member of the investment team of the Fund since its inception.

Howard W. Chin has been a member of the investment team of the Fund since its inception.

Robert J. Crimmins, Jr. has been a member of the investment team of the Fund since its inception.

Marc Gross has been a member of the investment team of the Fund since its inception.

Jonathan C. Jankus, CFA has been a member of the investment team of the Fund since its inception.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Strategic Income Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

www.RSinvestments.com 101

RS Strategic Income Fund

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

102 800-766-3863

RS Money Market Fund

Investment Objective

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

Fees and Expenses of the Fund

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

Shareholder Fees (fees paid directly from your investment)

Share Class	Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	Maximum Deferred Sales Charge (Load) (as a percentage of the lower of sale proceedings 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

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	0.45%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	0.45%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.45%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.45%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available — Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

www.RSinvestments.com 103

RS Money Market Fund

Fees and Expenses of the Fund (continued)

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Investments, Risks, and Performance

Principal Investment Strategies

RS Investment Management Co. LLC (“RS Investments”), the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. The Fund’s investment team normally invests the Fund’s assets in U.S. dollar-denominated, high-quality, short-term instruments. In buying and selling investments for the Fund, the Fund’s investment team intends to comply with Rule 2a-7 under the Investment Company Act of 1940, which sets forth the requirements for money market funds regarding credit quality, diversification, and maturity.

The Fund normally invests in money market instruments, which are high-quality, short term instruments that pay a fixed, variable, or floating interest rate. Money market instruments may include, for example, bank certificates of deposit and other bank obligations, notes, commercial paper, U.S. Government securities, and repurchase agreements.

The Fund’s investment team generally considers securities to be high-quality if they 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. The Fund’s investment team seeks to cause the Fund to have a dollar-weighted average portfolio maturity of 90 days or less.

Principal Risks

You may lose money by investing 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. Among the principal risks of investing in the Fund, which could adversely affect its net asset value and total return, are as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and the table on the next page provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows changes in the performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The returns in the table reflect the impact of sales loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Cash Management 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

104 800-766-3863

Investments, Risks, and Performance (continued)

Annual Return for Class A Shares

(calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

Average Annual Total Returns

(periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	9/13/82	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Treasury Bellwethers (3 Month) Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	5/1/96	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Treasury Bellwethers (3 Month) Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Treasury Bellwethers (3 Month) Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	5/15/01	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Treasury Bellwethers (3 Month) Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

¹ The Barclays Capital U.S. Treasury Bellwethers (3 Month) Index is an unmanaged index that is generally considered representative of the average yield of three-month Treasury Bills.

The “Since Inception” return for the Barclays Capital U.S. Treasury Bellwethers (3 Month) Index shown in the table is since September 13, 1982, the date of inception of Class A shares. The Barclays Capital U.S. Treasury Bellwethers (3 Month) Index had average annual returns of [            ]% since May 1, 1996, the date of the inception of Class B shares; [            ]% since August 7, 2000, the date of the inception of Class C shares; and [            ]% since May 15, 2001, the date of the inception of Class K shares.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Alexander M. Grant, Jr. has been a portfolio manager of the Fund since 1986.

Martin Vernon has been a portfolio manager of the Funds since May 2009.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$	100
Class B	$	2,500	$	100
Class C	$	2,500	$	100
Class K	$	1,000		None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply for Individual Retirement Accounts (IRAs), gift/transfer to

www.RSinvestments.com 105

RS Money Market Fund

Purchase and Sale of Fund Shares (continued)

minor accounts, automatic investment plans, and qualified retirement plans. A $25 minimum initial and subsequent purchase amount applies for payroll deduction accounts.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Money Market Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

106 800-766-3863

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.

Fees and Expenses of the Fund

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts for the purchase of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in RS Funds. More information about these and other discounts is available from your financial professional and in the “Types of Shares Available – Class A Shares” section on page 130 of the Fund’s prospectus and the “Waivers of Certain Sales Loads” section on page [    ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

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

Annual Fund Operating Expenses (expenses are 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 Expenses4	Fee Waiver/ Expense Limitation4	Net Expenses4
Class A Shares	0.25%	0.25%	[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	0.25%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	0.25%	1.00%	[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	0.25%	0.65%	[    ]%	[    ]%	[    ]%	[    ]%

1 Contingent deferred sales load 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 “Types of Shares Available – Class A Shares” in the Fund’s prospectus for details.

2 Maximum contingent deferred sales load 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 Contingent deferred sales load applies for shares sold within one year of purchase.

4 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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 below reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

www.RSinvestments.com 107

Fees and Expenses of the Fund (continued)

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

You would pay the following expenses if you did not redeem your shares:

	1 year		3 years		5 years		10 years
Class A Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class B Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class C Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]
Class K Shares	$	[    ]	$	[    ]	$	[    ]	$	[    ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. The Fund invests primarily in stocks of companies included in the S&P 500. To replicate the performance of the S&P 500, the Fund’s investment team purchases and maintains all or substantially all of the securities included in the S&P 500, in approximately the same percentages as such securities are included in the S&P 500. Because the Fund is intended to track the performance of the S&P 500, the Fund’s investment team does not actively determine the stock selection or sector allocation. 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.

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.

Principal Risks

You may 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 as follows.

RS S&P 500 Index Fund

108 800-766-3863

Investments, Risks, and Performance (continued)

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 Risk

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.

Derivatives Risk

Derivative transactions can create investment 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.

Cash Position Risk

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

Please see “Principal Risks; Additional Information About Investment Strategies and

Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart below and table [on the next page] provide some indication of the risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. 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 loads. As a result, the returns in the table are lower than the returns in the bar chart. The returns in the table for Class B shares reflect the conversion of Class B shares to Class A shares after the eighth anniversary of purchase. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian S&P 500 Index 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter [            ] [    ]%         Worst Quarter [            ] [    ]%

www.RSinvestments.com 109

RS S&P 500 Index Fund

Investments, Risks, and Performance (continued)

Average Annual Total Returns (periods ended 12/31/09)

	Inception Date of Share Class	1 Year	5 Years	10 Years	Since Inception
Class A Shares	8/7/00
Return Before Taxes		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions		[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares2		[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class B Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class C Shares	8/7/00	[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%
Class K Shares	5/15/01	[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index1 (reflects no deduction for fees, expenses or taxes)		[    ]%	[    ]%	[    ]%	[    ]%

1 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. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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 “Since Inception” return for the S&P 500^® Index shown in the table 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 [    ]% since May 15, 2001, the date of the inception of Class K shares.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC

Portfolio Managers

Jonathan C. Jankus, CFA has been a co-portfolio manager of the Fund since 1999.

Stewart M. Johnson has been a co-portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

Investment Minimums

	Minimum Initial Investment		Minimum Subsequent Investments
Class A	$	2,500	$100
Class B	$	2,500	$100
Class C	$	2,500	$100
Class K	$	1,000	None

A $1,000 minimum purchase amount and a $100 minimum subsequent purchase amount apply 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.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS S&P 500 Index Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

110 800-766-3863

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 111

Your Investment

Principal Risks; Additional Information About Investment Strategies and 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 a Fund’s investment adviser (references to “adviser” are deemed to refer to a Fund’s adviser, subadviser, or sub-subadviser, as applicable) believes 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 in the chart below, and are described in this section. Risks not marked for a particular Fund may, however, still apply to some extent to that Fund at various times. In addition, each Fund may be subject to additional risks other than

those described below and in the following pages 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.

There is no guarantee that a Fund will achieve its objective, and you may lose money by investing in a Fund. 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 analysis of an investment by a Fund’s adviser can be incorrect and its selection of investments can lead to a Fund’s underperforming other funds with similar

	RS Small Cap Growth Fund	RS Select Growth Fund	RS Mid Cap Growth Fund	RS Growth Fund	RS Technology Fund	RS Partners Fund	RS Value Fund	RS Investors Fund	RS Global Natural Resources Fund
Agent Insolvency Risk
Cash Position Risk	X	X	X	X	X	X	X	X	X
Collateral Impairment Risk
Concentration Risk					X				X
Credit Derivatives Risk
Currency Risk
Debt Securities Risk						X	X	X	X
Derivatives Risk
Emerging Market Risk
Equity Securities Risk	X	X	X	X	X	X	X	X	X
Foreign Securities Risk				X	X	X	X	X	X
High-yield/Junk Bond Risk
Index Risk
Investment Style Risk	X	X	X	X	X	X	X	X	X
Limited Portfolio/ Non-diversification Risk		X				X		X
Liquidity Risk	X	X	X	X	X	X	X	X	X
Mortgage- and Asset-backed Securities Risk
Municipal Obligations Risk
Natural Resources Investment Risk						X	X	X	X
Overweighting Risk	X	X	X	X		X	X	X
Portfolio Turnover Risk	X	X	X	X	X	X	X	X	X
Small and/or Mid-sized Companies Risk	X	X	X	X	X	X	X	X	X
Technology Investment Risk	X	X	X	X	X
Underweighting Risk	X	X	X	X	X	X	X	X	X

112 800-766-3863

investment strategies. The adviser may not properly ascertain the appropriate mix of investments for any particular economic cycle.

Also, the timing of movements from one type of investment to another could have a negative effect on the overall investment performance of the Fund. The performance of an investment in certain types of securities may be more dependent on an adviser’s analysis than would be the case for other types of securities.

Many of the equity Funds’ investment strategies and portfolio investments differ from those of most other equity mutual funds. The adviser may aggressively seek to identify favorable securities, economic and market sectors, and investment opportunities that other investors and investment advisers may not have identified. The

adviser may devote more of a Fund’s assets to pursuing an investment opportunity than many other mutual funds might; it may buy or sell an investment at times different from when most other mutual funds might do so; and it may select investments for the Fund that would be inappropriate for other mutual funds. This approach to investing may make a Fund a more volatile investment than other mutual funds and cause the Fund to perform less favorably than other mutual funds under similar market or economic conditions. A Fund may hold a substantial portion of its assets in cash or cash equivalents.

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

RS Small Cap Equity Fund

RS Large Cap Alpha 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 High Yield Municipal Bond Fund

RS Floating Rate Fund

RS Strategic Income Fund

RS Money Market Fund

RS S&P 500 Index Fund

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www.RSinvestments.com 113

Your Investment

Agent Insolvency Risk

In the event of the insolvency of an agent bank (in a syndicated loan, the agent bank is the bank in the syndicate whom undertakes the bulk of the administrative duties involved in the day-to-day administration of the loan), a loan could be subject to settlement risk, as well as the risk of interruptions in the administrative duties performed in the day to day administration of the loan (such as processing LIBOR calculations, processing draws, etc.).

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 adviser 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 that Funds’ net assets. To the extent that a Fund holds assets in cash and otherwise uninvested, the ability of a Fund to meet its objective may be limited.

Collateral Impairment Risk

The terms of the senior secured corporate loans and corporate debt securities in which a Fund may invest require that collateral be maintained to support payment of the obligation. However, the value of the collateral may decline after the Fund invests and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. As a result, the Fund might not receive payments to which it is entitled.

Concentration Risk

RS Technology Fund and RS Global Natural Resources Fund will concentrate their investments in companies in a particular sector as described in the Fund Summaries. When a Fund concentrates its investments in a particular sector, financial, economic, business, and other developments affecting issuers in that sector will have a greater effect on the Fund than if it had not concentrated its assets in that sector. In addition, investors may buy or sell substantial amounts of a Fund’s shares in response to factors affecting or expected to affect a sector in which the

Fund concentrates its investments, resulting in extreme inflows or outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely, to the extent that they were to cause the Fund’s cash position or cash requirements to exceed normal levels.

Credit Derivatives Risk

A Fund may enter into credit derivatives, such as credit default swaps and credit default index investments including loan credit default swaps and loan credit default index swaps. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and 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.

Currency Risk

Since foreign securities often are denominated and traded in foreign currencies, the value of a Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, foreign withholding taxes, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, a Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions (such as foreign currency forwards or futures contracts, and foreign currency options). The use of foreign-currency exchange transactions 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.

If a Fund purchases securities denominated in foreign currencies, a change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of the Fund’s assets and potentially the Fund’s income available for distribution. The values of foreign currencies relative to the U.S. dollar fluctuate in response to, among other factors, interest rate changes, intervention (or failure to intervene) by the U.S. or foreign governments, 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. Officials in foreign countries may from time to time take actions in respect of their

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currencies which could adversely affect the values of a Fund’s assets denominated in those currencies or the liquidity of such investments. 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

The value of a debt security (and other income-producing securities, such as preferred stocks, convertible preferred stocks, equity-linked notes, and interests in income-producing trusts) changes in response to interest rate changes. In general, as interest rates rise, the value of a debt security is likely to fall. This risk is generally greater for obligations with longer maturities or for debt securities that do not pay current interest (such as zero-coupon securities). Debt securities with floating interest rates can be less sensitive to interest rate changes, although, to the extent a Fund’s income is based on short-term interest rates that fluctuate over short periods of time, income received by the Fund may decrease as a result of a decline in interest rates. In response to an interest rate decline, debt securities that provide the issuer with the right to call or redeem the security prior to maturity may be called or redeemed, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate.

Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the security’s value to changes in interest rates. Unlike the maturity of a debt 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 these payments are affected by prepayments and by changes in interest rates.

The value of a debt security also depends on the issuer’s credit quality or ability to pay principal and interest when due. The value of a debt security is likely to fall if an issuer or the guarantor of a security is unable or unwilling (or perceived to be unable or unwilling) to make timely principal and/or interest payments or otherwise to honor its obligations or if the debt security’s rating is downgraded by a credit rating agency. The value of a debt security can also decline in response to changes in market, economic, industry, political, and regulatory conditions that affect a particular type of debt security or issuer or debt securities generally.

Derivatives Risk

Derivatives are financial instruments whose values are based on the value of one or more indicators, such as a security, asset, currency, interest 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 more traditional investments. Derivative products are highly specialized instruments that may require investment techniques and risk analyses different from those associated with stocks and bonds. Derivatives are subject to a number of risks, such as potential changes in value in response to interest rate changes or other market developments or as a result of the counterparty’s credit quality and the risk that a derivative transaction may not have the effect a Fund’s adviser anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate, or index. Derivative transactions can create investment 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. A liquid secondary market may not always exist for a Fund’s derivative positions at any time. Use of derivatives may increase the amount and timing of taxes payable by shareholders. Although the use of derivatives is intended to enhance a Fund’s performance, it may instead reduce returns and increase volatility. 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. Investments in emerging market countries could be subject to expropriation of assets, which could wipe out the entire value of a Fund’s investment in that market. Countries heavily dependent on trade face

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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 possible failures in settlement, and making it harder for a Fund to buy and sell securities. Emerging market debt securities are often rated below investment grade, reflecting increased risk of issuer default or bankruptcy. Political and economic turmoil could raise the possibility that trading of securities will be halted.

In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause a Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.

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. The values of equity securities paying dividends at high rates may be more sensitive to changes in interest rates than are other equity securities. 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 often 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on a Fund.

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High-yield/Junk Bond Risk

Lower-quality debt securities (commonly known as “high-yield” securities or “junk bonds”) are predominantly speculative with respect to their capacity to pay interest and principal. They can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt securities. The market for lower quality debt securities can be less liquid, especially during periods of recession or general market decline. The rating services’ descriptions of securities in the lower rating categories, including their speculative characteristics, are set forth in the Statement of Additional Information.

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 the timing of shareholder purchases and sales of Fund shares. Unlike with 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 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.

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. A mutual fund pursuing a dividend-oriented investment strategy may at times underperform other mutual funds that invest more broadly or that have different investment styles.

Limited Portfolio/Non-diversification Risk

A Fund may hold a smaller number of portfolio securities than many other mutual funds. To the extent a Fund invests in a relatively small number of issuers, a decline in the market value of a particular security held by the Fund may affect its value more than if it invested in a larger number of issuers.

RS Investors Fund and RS Partners Fund are not “diversified” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore are able to invest their assets in a more limited number of issuers than a diversified fund. In addition, although RS Select Growth Fund is “diversified” within the meaning of the 1940 Act, it may hold a smaller number of portfolio securities than many other mutual funds. See the “Taxes” section in the Statement of Additional Information for more detail.

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 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 adviser, 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”).

Loan Prepayment Risk

During periods of declining interest rates or for other purposes, borrowers may exercise their option to prepay principal earlier than scheduled, which may require a Fund to reinvest in lower-yielding securities. This may adversely affect the Fund’s net asset value. However, when loans are trading below par value, prepayments may benefit the Fund.

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

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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. During periods of falling interest rates, mortgage- and asset-backed securities, which typically provide the issuer with the right to call or prepay the security prior to maturity, may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend 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. As a result, mortgage and asset-backed 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 values during periods of rising interest rates. Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage- or asset-backed security depends on the terms of the instrument and can result in significant volatility. The price of a mortgage- or asset-backed security also depends on the credit quality and adequacy of the underlying assets or collateral. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults. Subprime mortgage loans, which typically are made to less creditworthy borrowers, have a higher risk of default than conventional mortgage loans. Therefore, mortgage-backed securities backed by subprime mortgage loans may suffer significantly greater declines in value due to defaults. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as “Ginnie Mae”), while other mortgage-backed securities (e.g., mortgage-backed securities 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 the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Municipal Obligation Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Because many municipal obligations are issued to finance similar projects, especially those relating to education, health care, housing, utilities, and water and sewer projects, conditions in these sectors can affect the overall municipal market. Payment of municipal obligations may depend on an issuer’s general unrestricted revenues, revenue generated by a specific project or the operator of a project, government appropriations, or aid from other governments. There is greater credit risk if investors can look only to the revenue generated by a project or the operator of the project because of the relatively limited source of revenue. In addition, future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations, causing interest received and distributed to shareholders by the Fund to be taxable and resulting in a significant decline in the values of such municipal obligations. There is generally less public information available for municipal obligations compared to corporate equities or debt securities, and the investment performance of a Fund holding municipal obligations may therefore be more dependent on the analytical abilities of the Fund’s adviser.

Natural Resources Investment Risk

Investments in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. Investments in interests in oil, gas or mineral exploration or development programs, including pipelines, may be held through master limited partnerships.

Overweighting Risk

Overweighting investments in an industry or group of industries increases the risk that a Fund will suffer a greater loss because of declines in the prices of stocks in that industry or group of industries. Price declines may result from factors that affect a particular industry or group of industries, 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

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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’ Total Annual Fund 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 (except RS High Yield Municipal Bond Fund, RS Floating Rate Fund and RS Strategic Income Fund) are set forth under “Financial Highlights.”

Small and/or Mid-sized Companies Risk

Small and mid-sized 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 adviser may not have had an opportunity to evaluate such newer companies’ performance in adverse or fluctuating market conditions. The securities of small and mid-sized 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.

Technology Investment Risk

Investments in technology companies, including companies in the Internet and biotechnology sectors, may be highly volatile. Technology companies operate in markets that are characterized by: rapid change; evolving industry standards; frequent new service and product announcements, introductions, and enhancements; and changing customer demands. The failure of a company to adapt to such changes could have a material adverse effect on the company’s business, results of operations, and finan -

cial condition. In addition, the widespread adoption of new technologies or other technological changes could require substantial expenditures by a company to modify or adapt its services or infrastructure, which could have a material adverse effect on its business, results of operations, and financial condition. Changes in prices may reflect, for example, changes in investor evaluation of a particular product or group of products, of the prospects of a company to develop and market a particular technology successfully, or of technology investments generally. Technology companies may be dependent on a limited management group, and turnover in management may have an adverse effect on a company’s profits or viability. Technology company values may be significantly affected by intense competition, changes in consumer preferences, challenges in achieving product compatibility, and government regulation. Securities of technology companies may experience significant price movements caused by disproportionate investor optimism or pessimism with little or no basis in fundamental economic conditions.

Underweighting Risk

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

Other Investment Strategies and Risks

In addition to the principal investment strategies described in the previous section, the Funds may at times use the strategies and techniques described in this section, which involve certain special risks. This Prospectus does not attempt to describe all of the various investment techniques and types of investments that a Fund’s adviser 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)

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.

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An ADR is a U.S. dollar-denominated security issued by a U.S. bank or trust company that 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

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 typically segregate on the books of its custodian assets equal to the amount of its repayment obligation.

Convertible Securities

The Funds may invest in convertible securities, which are securities such as debt or preferred stock, that can be exchanged for another security (usually common shares) at a predetermined price or rate. Convertible securities are subject to the general risks of investing in debt securities and also to the risks of investing in equity securities.

Defensive Strategies

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

Dollar Roll and Reverse Repurchase Transactions

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. 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 on the books of its custodian liquid assets whose value equals or exceeds the amount of the forward commitment or repurchase obligation on a daily basis. It may be difficult or impossible for a Fund to exercise its rights under a dollar roll

transaction or reverse repurchase agreement in the event of the insolvency or bankruptcy of the counter-party, and the Fund may not be able to purchase the securities or other assets subject to the transaction.

Exchange-traded Index Securities

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

The Funds may enter into financial futures contracts, in which a Fund agrees to buy or sell certain financial instruments or index units on a specified future date at a specified price or level of interest rate. A Fund may also enter into contracts for the purchase or sale for future delivery of foreign currencies. If a Fund’s adviser misjudges the direction of interest rates, markets, or foreign exchange rates, a 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 on a Fund, favorable or unfavorable.

Forward Foreign-currency Exchange Contracts

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 changes in the relative values of the currencies subject to the transaction, the ability of the adviser to predict how the U.S. dollar will fare against the foreign currency, and on the ability of a Fund’s counterparty to perform its obligation. 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.

Illiquid Securities and Exempt Commercial Paper

Illiquid securities are subject to the risks described above under Liquidity Risk. The Statement of Additional Information sets out the upper limit for each Fund’s investments in illiquid securities. The Securities

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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 a Fund’s adviser 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.

Loan Prepayment

During periods of declining interest rates or for other purposes, borrowers may exercise their option to prepay principal earlier than scheduled, which may require a Fund to reinvest in lower-yielding securities. This may adversely affect the Fund’s net asset value. However, when loans are trading below par value, prepayments may benefit the Fund.

Master Limited Partnerships

The Funds may invest in master limited partnerships (“MLPs”), which are limited partnerships in which ownership units are publicly traded. MLPs often own or own interests in properties or businesses that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of industries, or in credit-related investments. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in an MLP) are not involved in the day-to-day management of the partnership. A Fund also may invest in companies who serve (or whose affiliates serve) as the general partner of an MLP.

Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may exist among unit holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited

volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. A Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and it is possible that such investments could cause a Fund to fail to qualify for favorable tax treatment under the Code.

The Funds may also hold investments in limited liability companies that have many of the same characteristics and are subject to many of the same risks as master limited partnerships.

Options

The Funds may purchase or sell options to buy or sell securities, indexes of securities, financial futures contracts, or 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 or otherwise to increase their returns. However, if the adviser 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.

REITs

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 or commercial real estate market or other adverse economic conditions that affect real estate investments.

Repurchase Agreements

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

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

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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 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 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

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 collateral 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.

U.S. Government Securities

U.S. government securities are securities issued or guaranteed as to the payment of interest or principal by the U.S. government, by an agency or instrumentality of the U.S. government, or by a U.S. government-sponsored entity. Certain U.S. government securities may not be supported as to the payment of principal and interest by the full faith and credit of the U.S. government or the ability to borrow from the U.S. Treasury. Some U.S. government securities may be supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security.

When-issued or Delayed-delivery Transactions

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.

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.

Note Regarding Percentage Limitations

All percentage limitations on investments in this Prospectus will apply at the time of investment (excluding investments in illiquid securities) 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 that 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 a 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.

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Additional Information on Expenses

The information shown for each Fund (except RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund) in the Annual Fund Operating Expenses tables in the section entitled “Summary Information” is based on amounts incurred during each Fund’s most recent fiscal year,

expressed as a percentage of average net assets during the fiscal year. If a Fund experiences a decline in average net assets due to market volatility or other factors, the Fund’s expense ratios for the current fiscal year may be higher than the expense information presented in the tables, but not to exceed any applicable expense limitation shown.

Impact on Returns

Example

This example is intended to help you assess the impact of the operating expenses of the Funds listed below on such Fund’s potential returns. The example assumes that you invest $10,000 in a Fund for a 10-year period, and that your investment earns a 5% return each year. For RS Partners Fund, RS Value Fund, RS Investors Fund, RS Global Natural Resources Fund, RS Small Cap Growth Fund, RS Select Growth Fund, RS Mid Cap Growth Fund, and RS Growth Fund, the example assumes that the Fund’s operating expenses through April 30, 2011, are the same as those shown in the Annual Fund Operating Expenses table of the Fund under “Net Expenses” and for all subsequent periods are the same as those shown under “Total Annual Fund Operating Expenses.” For RS Technology Fund, the example assumes that the Fund’s operating expenses are the same as those shown in the Annual Fund Operating Expenses table of the Fund under “Total Annual Fund Operating Expenses.” The example reflects the impact of sales loads. Your actual costs may be higher or lower.

Based on these assumptions, the following table shows, for each year and cumulatively for all 10 years (1) the fees and the costs (the “Expenses”) associated with your investment and (2) the difference (the “Impact on Return”) between your return if the Fund had not incurred the Expenses and your return after giving effect to the Expenses.

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

	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Cumulative 10-Year
RS Partners Fund
Class A Shares
Expenses
Impact on Returns
Class K Shares
Expenses
Impact on Return
RS Value Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return

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	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Cumulative 10-Year
RS Investors Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return
RS Global Natural Resources Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return
RS Small Cap Growth Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return
RS Select Growth Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return
RS Mid Cap Growth Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return

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	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Cumulative 10-Year
RS Growth Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return
RS Technology Fund
Class A Shares
Expenses
Impact on Return
Class C Shares
Expenses
Impact on Return
Class K Shares
Expenses
Impact on Return

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. RS Investments managed approximately $[        ] billion in assets as of December 31, 2009. Guardian Investor Services LLC (“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. RS Investments also provides administrative services to each of the Funds pursuant to the investment advisory agreement with the Funds. With respect to Funds for which 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 its 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.

A Fund’s adviser places all orders for purchases and sales of the Fund’s investments. In selecting broker-dealers, the adviser may consider research and brokerage services furnished to it and its affiliates.

It is possible that a Fund’s adviser or its 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.

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 High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, and RS Money Market Fund. GIS is responsible for the day-to-day investment management of the nine Funds, which includes buying and selling securities, choosing broker-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 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”).

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Advisory Fees Paid (as a percentage of each Fund’s average net assets)

Fund	Advisory Fees Paid1
RS Small Cap Growth Fund	[	]%
RS Select Growth Fund	[	]%
RS Mid Cap Growth Fund	[	]%
RS Growth Fund	[	]%
RS Technology Fund	[	]%
RS Partners Fund	[	]%
RS Value Fund	[	]%
RS Investors Fund	[	]%
RS Global Natural Resources Fund	[	]%
RS Small Cap Equity Fund	[	]%
RS Large Cap Alpha Fund	[	]%

Fund	Advisory Fees Paid1
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 High Yield Municipal Bond Fund	[	]%2
RS Floating Rate Fund	[	]%2
RS Strategic Income Fund	[	]%2
RS Money Market Fund	[	]%

1 Advisory Fees Paid reflect the effects of any expense limitations and fee waivers in effect during the year.

2 The Fund has not operated for a full fiscal year. The amount set forth in the table reflects the Fund’s contractual advisory fee rate.

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 broker-dealers (including broker-dealers that may be affiliated with GBG or BG Overseas), 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 primarily for institutional clients. It is one of the largest independently owned investment management firms in the United Kingdom. GBG is authorized and 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.

The table above sets forth the advisory fees paid by each Fund during the fiscal year ended December 31, 2009.

A discussion regarding the bases for the Board of Trustees’ most recent approval of the investment advisory agreements, subadvisory agreements, and sub-subadvisory agreements for the Funds is available in the Funds’ most recent Annual Report to Shareholders.

Investment Team

James Anderson

James Anderson has been a member of the RS International Growth Fund investment team since October 2009. James joined Baille Gifford & Co. in 1983, became a Partner in 1987 and currently serves as Chief Investment Officer and head of the Global Investment Team. He has been a member of the Investment Policy Committee and Portfolio Construction Group for the International Growth strategy since 2003, and has shared responsibility for RS International Growth Fund’s day-to-day management since October 2009. James holds a B.A. in Modern History from Oxford University and M.A. in International Affairs.

Leslie Barbi

Leslie Barbi has been a member of the investment team of RS Strategic Income Fund since its inception. She is a managing director and head of public fixed income at Guardian Life. Her previous investment management experience includes serving as managing director of fixed income at Goldman Sachs Asset Management from 2001 through 2003, where she served as a member of the investment strategy group and head of U.S. investment grade corporates. Previously, Leslie was portfolio manager and executive vice president of fixed income at Pacific Investment Management Co., from 1993 to 2001. She holds an A.B. from Harvard University and an M.B.A. from the University of Chicago Graduate School of Business.

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Stephen J. Bishop

Stephen J. Bishop is a co-portfolio manager and analyst in the RS Growth Team. Steve has been a co-portfolio manager of RS Technology Fund since 2001, of RS Small Cap Growth Fund and RS Select Growth Fund since 2007, of RS Mid Cap Growth Fund since 2008, of RS Small Cap Equity Fund since April 2009, and of RS Growth Fund since May 2009. He also co-manages separate accounts. Steve joined RS Investments in 1996 as a research analyst primarily covering the technology sector. Prior to joining the firm, he worked as an analyst in the corporate finance department of Dean Witter Reynolds, Inc., for two years. He has more than 13 years of investment experience. Steve holds a B.A. in economics from the University of Notre Dame and an M.B.A. from Harvard Business School.

Kevin Booth

Kevin Booth has been a member of the investment team of RS High Yield Bond Fund since November 2009, of RS Floating Rate Fund since its inception, and of RS Strategic Income Fund since its inception. Kevin has been a managing director of Guardian Life since November 2009. Within the high yield and corporate loan portfolio management team, he is responsible for issuer and security selection for the Fund, as well as industry allocations. Prior to joining Guardian Life, Kevin was a managing director at BlackRock/Merrill Lynch Investment Managers, and was co-head of BlackRock’s leveraged finance business through January 2009, specializing in portfolios consisting of leveraged bank loans, high yield bonds, and distressed obligations. He joined Merrill Lynch Investment Managers in 1991. Kevin holds a B.A. in Economics from Harpur College, SUNY Binghamton, and an M.B.A. in Finance, from New York University. Kevin is a CFA Charterholder.

Tim Campbell

Tim Campbell has been a member of the RS International Growth Fund investment team since October 2009. Tim is an Investment Professional at Baillie Gifford and has been involved in setting broad portfolio strategy for international investment strategies since 1999. Tim joined Baillie Gifford in 1999 and worked as an investment manager in the emerging markets investment team before joining the institutional clients department in 2007. Tim holds a B.A. in history from Trinity College, Dublin.

John Carnegie

John Carnegie has been a member of the RS International Growth Fund investment team since October 2009. John is an Investment Professional at Baillie

Gifford and has been involved in setting broad portfolio strategy for international investment strategies since 2006. Prior to joining Baillie Gifford in 2006, John spent ten years working as a sell side equity analyst for Credit Suisse, Citigroup and ABN AMRO. John holds a B.A. in sociology from Durham University and a MLitt in management, economics, and politics from St. Andrews University.

Melissa Chadwick-Dunn

Melissa Chadwick-Dunn is a co-portfolio manager and analyst in the RS Growth Team. Melissa has been a co-portfolio manager of RS Small Cap Growth Fund and RS Select Growth Fund since 2007, of RS Mid Cap Growth Fund since 2008, of RS Small Cap Equity Fund since April 2009, and of RS Growth Fund since May 2009. Before joining the firm in 2001, she was an equity analyst at Putnam Investments for two years, covering international small-cap stocks. Prior to that, she spent four years in investment banking, working on corporate finance and mergers-and-acquisition transactions for Lehman Brothers and McDaniels S.A. Melissa holds a B.A. in economics and an M.A. in international relations from the University of Chicago and an M.B.A. from the Wharton School of Business.

Howard W. Chin

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

Tom Coutts

Tom Coutts has been a member of the RS International Growth Fund investment team since October 2009. Tom joined Baillie Gifford in 1999 and has been a member of the Portfolio Construction Group for the International Growth strategy since 2008. Tom holds a B.A. in modern languages from Oxford University.

Robert J. Crimmins, Jr.

Robert J. Crimmins, Jr. has been a co-portfolio manager of RS Investment Quality Bond Fund and of RS Low Duration Bond Fund since 2004*, and a member of the investment team of RS Strategic Income Fund since its inception. Robert has been a managing director of Guardian Life since 2004. From

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2001 to 2004, Robert was a senior director at Guardian Life and prior to that, he was an assistant vice president of fixed-income investments of Guardian Life. Robert holds a B.A. in finance from St. John’s University and an M.B.A. from Fordham University.

MacKenzie B. Davis, CFA

MacKenzie B. Davis is a co-portfolio manager and an analyst on the RS Value Team. He has been a co-portfolio manager of RS Global Natural Resources Fund since 2005, of RS Value Fund, RS Partners Fund and RS Investors Fund since 2006, and of RS Large Cap Alpha Fund since March 2009; he also co-manages separate accounts. Prior to joining RS Investments in 2004 as an analyst on the RS Value Team, MacKenzie spent four years as a high-yield analyst at Fidelity Management & Research Company, covering technology, telecommunications, industrial, and energy issuers. Previously, he was a vice president at Fidelity Capital Markets, focusing on origination and financial engineering initiatives. He was also an analyst at Goldman Sachs & Company. MacKenzie holds an A.B. from Brown University in mathematical economics and modern American history. MacKenzie is a CFA Charterholder.

Alexander M. Grant, Jr.

Alexander M. Grant, Jr. has been a manager of RS Tax-Exempt Fund since 1993*, of RS Money Market Fund since 1986*, and of RS High Yield Municipal Bond Fund since its inception. Alexander has been a managing director at Guardian Life since 1999 and has managed Guardian Life’s tax-exempt assets since 1993. Alexander holds a B.A. in English from State University of New York at Buffalo.

Marc Gross

Marc Gross has been a member of the investment team of RS High Yield Bond Fund since 2008, of RS Strategic Income Fund since its inception, and of RS Floating Rate Fund since its inception. He is a senior director of Guardian Life. Within the high yield and corporate loan investment team, he is responsible for issuer and security selection for the Fund, as well as industry allocations. Prior to joining Guardian Life as a senior credit analyst in 2005, he was employed by the Clinton Group, a registered investment adviser, where he was responsible for high yield and distressed credit analysis, idea generation and trade execution. From 2002 to 2004, Marc worked as a senior analyst at RBC Dain Rauscher, where he focused on special situations research and trading in high yield securities. Marc holds a B.A. in history from the University of North Carolina at Chapel Hill and an M.B.A. in finance from the New York University Stern School of Business.

Edward H. Hocknell

Edward H. Hocknell has been a member of the investment team of RS Emerging Markets Fund since its inception.* Edward is a director at BG Overseas and a partner at Baillie Gifford & Co., where he has worked since 1984. Edward holds a B.A. from Oxford University.

Jonathan C. Jankus

Jonathan C. Jankus, CFA has been a co-portfolio manager of RS S&P 500 Index Fund since 1999* and a member of the investment team of RS Strategic Income Fund since its inception. Jonathan joined Guardian Life in 1995, and has been a managing director at Guardian Life since 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. Jonathan is a CFA Charterholder.

Stewart M. Johnson

Stewart M. Johnson has been a co-portfolio manager of RS S&P 500 Index Fund since 2004.* Stewart has been a senior director at Guardian Life since 2002. He was second vice president of investment information systems at Guardian Life from 2000 to 2002. Stewart received a B.A. in mathematics from City College of New York.

David J. Kelley

David J. Kelley is a co-portfolio manager and an analyst on the RS Value Team. He has been a co-portfolio manager of RS Partners Fund and of RS Value Fund since 2004, of RS Investors Fund since its inception, and of RS Large Cap Alpha Fund since March 2009; he also co-manages separate accounts. Prior to joining RS Investments in 2002 as an analyst on the RS Value Team, David was a small-cap analyst at Pequot Capital Management from 2001 to 2002. Previously, he had served as an analyst for three years with Crestwood Capital, an ING-affiliated hedge fund group, and spent three years as a senior analyst at Goldman Sachs & Company in the mergers and acquisitions department. David earned a B.A. in history from Yale University and an M.B.A. from Harvard Business School.

Joseph Mainelli

Joseph Mainelli is a co-portfolio manager and an analyst on the RS Value Team. Joe has been a co-portfolio manager of RS Large Cap Alpha Fund since March 2009 and of RS Partners Fund, RS Value Fund, and RS Investors Fund since May 2009; he also co-manages separate accounts. Prior to joining RS Investments in 2007 as an analyst in the RS Value Team, he was an equity research analyst focusing on small- and mid-cap value investments at

128 800-766-3863

David J. Greene & Company for three years. Prior to that, he was an equity research analyst at the hedge funds of Sagamore Hill Capital and ING Furman Selz Asset Management. Joe holds a B.A. in anthropology from Princeton University and an M.B.A. from Columbia Business School.

Howard G. Most

Howard G. Most has been a member of the investment team of RS High Yield Bond Fund since 2008. Howard is a managing director and head of fixed income credit research at Guardian Life. He is the head of research for the Fund’s investment team, responsible for overseeing the analyst team that provides the investment research that is used in making industry, issuer, and security selections. Howard has over 20 years of investment experience, and is responsible for oversight of the credit analyst team at Guardian Life. Prior to joining Guardian Life in 1998, he was a managing director at Salomon Smith Barney, having earlier been at UBS Securities and Drexel Burnham Lambert. Howard began his bond research career at Moody’s Investors Service and Standard & Poor’s Corporation. Howard received a B.A. from City College of New York, a J.D. from Fordham University, and an M.B.A. from Columbia University.

Andrew P. Pilara, Jr.

Andrew P. Pilara Jr. is a co-portfolio manager and analyst on the RS Value Team. He has managed RS Partners Fund, RS Investors Fund, and RS Global Natural Resources Fund since their inceptions, and RS Large Cap Alpha Fund since March 2009. Andy has been responsible for the management of RS Value Fund since 2002, and has been a member of that Fund’s management team since 1999. He also manages separate accounts. Prior to joining the firm in 1993, he was president of Pilara Associates, an investment management firm he established in 1974. He has been involved in the securities business for more than 30 years, with experience in portfolio management, research, trading, and sales. Andy holds a B.A. in economics from Saint Mary’s College.

David Salter

David Salter has been a member of the RS International Growth Fund investment team since October 2009. David joined Baillie Gifford in 2001 and as Director of Institutional Clients has been a member of the Portfolio Construction Group for the International Growth strategy since 2007. David holds a B.A. in commerce from Napier University.

Kenneth L. Settles Jr., CFA

Kenneth L. Settles is a co-portfolio manager and an analyst on the RS Value Team. Ken has been a co-portfolio manager of RS Global Natural

Resources Fund since 2007, of RS Large Cap Alpha Fund since March 2009 and of RS Partners Fund, RS Value Fund and RS Investors Fund since May 2009. Prior to joining the firm in 2006, he was a senior energy analyst at Neuberger Berman, LLC for seven years where he also co-managed the Neuberger Berman Premier Energy Portfolio. Previously, Ken spent three years at Salomon Smith Barney, Inc. where he was a financial analyst. Ken holds a B.A. in economics from Williams College. Ken is a CFA Charterholder.

Kavé Sigaroudinia

Kavé Sigaroudinia has been a member of the RS International Growth Fund investment team since October 2009. He joined Baillie Gifford in 1999 and has been a member of the International Growth strategy’s Portfolio Construction Group since 2005. Kavé holds a M.A. in economics from Edinburgh University.

Richard E. Sneller

Richard E. Sneller has been a member of the investment team of RS Emerging Markets Fund since its inception.* Richard joined Baillie Gifford & Co. in 1994 and is an investment manager in the emerging markets investment team. Richard is a partner of Baillie Gifford & Co. He holds a BSc (Econ) in statistics from the London School of Economics and an MSc in investment analysis from Stirling University.

William Sutcliffe

William Sutcliffe has been a member of the investment team of RS Emerging Markets Fund since 2001.* William joined Baillie Gifford & Co. in 1999 and is an investment manager in the emerging markets investment team. William holds an M.A. in History from Glasgow University.

Allison K. Thacker

Allison K. Thacker is a co-portfolio manager and analyst in the RS Growth Team. She has been a co-portfolio manager of RS Technology Fund since 2003, RS Small Cap Growth Fund and RS Select Growth Fund since 2007, RS Mid Cap Growth Fund since 2008, RS Small Cap Equity Fund since April 2009, and RS Growth Fund since May 2009. She also co-manages separate accounts. Prior to joining the firm in 2000 as an analyst covering Internet and consumer discretionary stocks, she worked as an analyst for the energy investment banking group at Merrill Lynch for two years. Allison holds a B.A. in economics from Rice University and an M.B.A. from Harvard Business School.

Nick Thomas

Nick Thomas has been a member of the RS International Growth Fund investment team since October

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2009. Nick joined Baillie Gifford in 1998 and has been a member of the Portfolio Construction Group for the International Growth strategy since 2004. Nick holds a B.A. in classics from Cambridge University and is a CFA Charterholder.

D. Scott Tracy, CFA

D. Scott Tracy is a co-portfolio manager and analyst in the RS Growth Team. Scott has been a co-portfolio manager of RS Small Cap Growth Fund and RS Select Growth Fund since 2007, of RS Mid Cap Growth Fund since 2008, of RS Small Cap Equity Fund since April 2009, and of RS Growth Fund since May 2009. Prior to joining RS Investments in 2001, he spent three years at Shoreline Investment Management, the in-house asset management arm of Hewlett-Packard, where his research focus included technology and industrial companies. He has also served as an equity analyst at Montgomery Securities. Scott holds a B.A. in history from Trinity College and an M.B.A. from the University of California at Berkeley. Scott is a CFA Charterholder.

Martin Vernon

Martin Vernon has been a co-portfolio manager of RS Money Market Fund since May 2009. Martin also serves as the team’s Federal Reserve analyst, closely following and assessing Fed activities by reviewing Federal Reserve meetings, statements, speeches and policy papers to gauge the potential future impact of Fed policy on the Fund’s investment outlook. Martin joined Guardian Life in 1997, working in operations and then investment reporting. He joined the trading desk of Guardian Life in 2004, serving as a money market trader. He has over 7 years of investment experience, having worked previously for two years at a private investment company, Marshal Wolf Investments. Martin holds a B.A. from Queens University Belfast with a concentration in political science, a Post Graduate Diploma in Public Administration and Law from the University of Ulster, and an M.B.A. in Finance from St. John’s University.

Sarah Whitley

Sarah Whitley has been a member of the RS International Growth Fund investment team since October 2009. Sarah joined Baillie Gifford in 1980 and became a Partner in 1986. She has been a member of the Portfolio Construction Group for the International Growth strategy since 2003. Sarah holds a B.A. in experimental psychology from Oxford University.

Joseph A. Wolf

Joseph A. Wolf is a co-portfolio manager and an analyst on the RS Value Team. He has been co–portfolio manager of RS Partners Fund and RS Value Fund since 2004, of RS Investors Fund since its inception,

and of RS Large Cap Alpha Fund since March 2009; he also co-manages separate accounts. Previously, he had worked as a senior financial analyst at Goldman Sachs & Company for four years in both the equities division and the strategic consulting group. Joe holds a B.A. in medicine and psychology from Vanderbilt University and an M.B.A. from Harvard Business School.

* 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 loads vary. Not all Funds offer all classes of shares. Certain of the Funds offered in this Prospectus also offer Class Y shares. [Class Y shares are available for purchase by: (1) institutional investors, such as retirement plans, companies, foundations, trusts, endowments, and other entities where the total amount of potential investable assets exceeds $50 million, that either were introduced to the Funds by a financial intermediary that has entered into special arrangements with GIS relating to Class Y shares or were not introduced to the Funds by a financial intermediary; (2) a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company with an account(s) in excess of $10 million managed by RS Investments or its affiliates on a private-advisory-account basis; (3) officers, directors, and employees of RS Investments and its affiliates and their family members and current and former Trustees of the Trust and their family members; or (4) investors purchasing shares in a Fund outside of broker-dealer retail distribution channels (including, without limitation, wrap-fee programs operated through such channels) who make a minimum investment in that Fund of $1 million through a single account, and do not cause that account’s investment in the Fund to be less than $1 million. If you own Class A shares of an RS Fund outside of broker-dealer retail distribution channels and satisfy one of the conditions for purchase of Class Y shares set forth above, you may be able to convert the Class A shares held by you into Class Y shares of that

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Fund. All determinations as to eligibility of an investor to purchase Class Y shares of a Fund will be made by RS Investments in its sole discretion. Contact RS Investments’ Institutional Services for information at 800-766-3863, Option 2.]

Expenses

There are two types of expenses related to mutual funds: expenses you pay directly (called a sales load) 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 load;” at sale, a “deferred sales load.” These charges provide compensation to GIS, the Fund’s principal underwriter, 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 shares in the 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, administrative and transfer agency 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 loads. 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 load 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 shares 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, the Funds reimburse GIS for payments GIS makes to financial intermediaries that provide certain administrative, recordkeeping, 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.

RS Investments may perform certain services and incur certain expenses with respect to the promotion of Fund shares and the servicing of shareholder accounts, including payment of salaries and expenses for employees whose 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 with respect to expenses incurred by RS Investments, GIS, or third parties, with respect to 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 loads.

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,

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Your Investment

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 a percentage of the value of the financial intermediary’s clients’ investments in the Funds. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the intermediary.

GIS and its affiliates (including RS Investments), 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 Financial Industry Regulatory Authority.

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 offered in this Prospectus 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 and eligibility requirements. You should choose the cost structure that best meets your needs for which you are eligible. 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 load is deducted from the amount you invest, unless you qualify for an initial sales load waiver (which could make you subject to a contingent deferred sales load 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 loads, but you may pay a contingent deferred sales load 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 Summary in this Prospectus. You should also consider the effects of any available sales loads waivers.

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 current and former 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, at 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.

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Summary of Share Classes

	Minimum Initial/ Subsequent Purchase Amount			Maximum Purchase Amount		Maximum Initial Sales Charge (Load)		Maximum Contingent Deferred Sales Load3	Annual 12b-1 Fee
Class A Shares	$	2,500/$100	1		None	4.75%	2	None4	0.25%
Class B Shares	$	2,500/$100	1	$	100,000	None		3.00%, declining to zero over 6 years5	1.00%
Class C Shares	$	2,500/$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 apply 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 loads with respect to sales of Class A shares may be waived in certain circumstances.

3 The contingent deferred sales load 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 load.

4 A contingent deferred sales load 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 contingent deferred sales load, such as the return of excess contributions, loans, and required minimum distributions under the Internal Revenue Code. Please see the Statement of Additional Information for details.

5 Class B shares automatically convert to Class A shares after approximately 8 years.

Class A Shares

All of the Funds offer Class A shares. When you buy Class A shares, you pay an initial sales load 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 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, and Class K shares. You may qualify for a reduction of the initial sales load based on the amount you invest, or you may be

eligible to have the initial sales load waived under certain circumstances. Please see the tables below and on the following pages for details. For more information about sales loads and sales load reductions and waivers, please visit RS Investments’ Web site at www.RS investments.com (click on “Open an Account” under the “Shareholder Resources” section of the “Account Access” page) or consult with your financial advisor.

There is no initial sales load on Class A shares of RS Money Market Fund.

For all Funds except RS S&P 500 Index Fund and Fixed Income Funds:

Amount of Purchase Payment	Sales Load as a % of Offering Price	Sales Load as a % of Net Amount Invested	Commission as a % of Offering Price	Concession to Dealers as a % of Offering Price2
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 more1	None	None	None	None

1 If you purchase $1 million worth of shares or more, you will pay no initial sales load. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a contingent deferred sales load 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. Gross dealer concession of up to 1.00% based on the amount of the purchase payment.

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

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For S&P 500 Index Fund

Amount of Purchase Payment	Sales Load as a % of Offering Price	Sales Load as a % of Net Amount Invested	Commission as a % of Offering Price	Concession to Dealers as a % of Offering Price2
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 more1	None	None	None	None

1 If you purchase $1 million worth of shares or more, you will pay no initial sales load. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a contingent deferred sales load 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. Gross dealer concession of up to 1.00% based on the amount of the purchase payment.

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

For RS Investment Quality Bond Fund, RS High Yield Bond Fund, RS Tax-Exempt Fund, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund:

Amount of Purchase Payment	Sales Load as a % of Offering Price	Sales Load as a % of Net Amount Invested	Commission as a % of Offering Price	Concession to Dealers as a % of Offering Price2
Less than $100,000	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 more1	None	None	None	None

1 If you purchase $1 million worth of shares or more, you will pay no initial sales load. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a contingent deferred sales load 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. Gross dealer concession of up to 1.00% based on the amount of the purchase payment.

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

For RS Low Duration Bond Fund

Amount of Purchase Payment	Sales Load as a % of Offering Price	Sales Load as a % of Net Amount Invested	Commission as a % of Offering Price	Concession to Dealers as a % of Offering Price2
Less than $100,000	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 more1	None	None	None	None

1 If you purchase $1 million worth of shares or more, you will pay no initial sales load. However, in this case, if you were to sell your shares within 18 months of purchase, you would pay a contingent deferred sales load 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. Gross dealer concession of up to 1.00% based on the amount of the purchase payment.

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

Your Investment

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

• 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;

• present and retired directors, trustees, or officers of any open-end investment management company within the RS 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 previously;

• 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 an 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;

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

• accounts that held shares of any of RS Select Growth Fund, RS Small Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Mid Cap Growth Fund, RS Global Natural Resources Fund, RS Investors Fund, RS Partners Fund, or RS Value Fund as of October 6, 2006, and have continuously held shares of one or more RS Fund(s) since October 6, 2006. Accounts held through certain financial intermediaries may not be eligible.

In addition, employee benefit plans that cover at least 200 eligible participants may purchase Class A shares without any initial sales load. However, a contingent deferred sales load 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 load through the Rights of Accumulation program and through investment by letter of intent.

Rights of Accumulation

You may add the current value of all of your existing RS Funds’ investments, including investments you hold through other accounts, to determine the front-end sales load to be applied to your current Class A purchase. 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 load. Specifically, initial sales loads are paid on Class A shares of each Fund (except RS Money Market Fund), and Class B and Class C shares are subject to a contingent deferred sales load, so these shares may be included unless the sales loads have been waived. RS Money Market Fund purchases, and shares purchased through the reinvestment of dividends or distributions may not be included. Simply notify us, Boston Financial Data Services, the Fund’s transfer agent (“BFDS”), or the registered representative through whom you purchase your shares that your purchase will qualify for a reduction in the initial sales load and provide the names and account numbers of the family members whose holdings are to be included.

In some cases, a financial intermediary may hold its clients’ Fund shares in nominee or street name. If your shares are held through a financial intermediary and you wish to qualify for this sales load reduction, please contact your financial intermediary.

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 load on each intended purchase of Class A shares of a Fund may do so by completing the letter of intent information on the application or the Shareholder Privilege form. The initial sales load 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 load, such as RS Money Market 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.

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If you complete a letter of intent within 90 days of a prior purchase of one of the Funds (other than RS Money Market 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 load 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 loads if the intended purchases are not made and the shareholder fails to pay the additional initial sales loads within 20 days after BFDS requests payment.

In some cases, a financial intermediary may hold its clients’ Fund shares in nominee or street name. If your shares are held through a financial intermediary and you wish to qualify for this sales load reduction, please contact your financial intermediary.

Class B Shares

RS Small Cap Equity Fund, RS Large Cap Alpha 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, and RS Money Market Fund offer Class B shares. The sales load 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.

Shareholder Fees (paid directly from your investment)

If You Sell Your Shares During:	You’ll Pay a Deferred Sales Load Calculated as a % of the Purchase or 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 load you would have paid if you purchased Class A shares.

Class C Shares

RS Small Cap Growth, RS Growth Fund, RS Mid Cap Growth Fund, RS Select Growth Fund, RS Technology Fund, RS Value Fund, RS Investors Fund, RS Global Natural Resources Fund, RS Large Cap Alpha Fund, RS Small Cap Equity 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 High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, and RS Money Market Fund offer Class C shares. The sales load on Class C shares is deferred and will be charged if you redeem shares within one year of purchase. The contingent deferred sales load 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 load is not applicable, you could pay more in 12b-1 fees over time than the initial or contingent deferred sales loads you would have paid if you had purchased Class A or Class B shares.

Class K Shares

All of the Funds except RS High Yield Municipal Bond Fund and 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

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fees over time than the initial or contingent deferred sales loads you would have paid if you had purchased Class A shares.

Information About Contingent Deferred Sales Loads

When you place an order to sell Class B or Class C shares (and, in some instances, Class A shares), any contingent deferred sales load 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 load. The contingent deferred sales load 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 load.

When you sell Class B or Class C shares, the contingent deferred sales load is calculated as if shares not subject to a sales load are sold first. This means that the sales load 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 load. You would next sell the shares you have owned the longest because they are subject to the lowest sales load. For tax purposes, the amount of any contingent deferred sales load 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 load 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 load is also waived for a total or partial redemption within a year of the death of the shareholder.

How Shares Are Priced

Each Fund calculates the NAV of each of its classes of shares by dividing the total value of the assets attributable to that class, less the liabilities attributable to that class, by the number of shares of that class that are outstanding. Shares are valued as of the close of regular trading on the NYSE (generally, 4:00 p.m. eastern time) each day the NYSE is open. The Funds will not price their shares on days when the NYSE is closed. The Funds value their portfolio securities for which

market quotations are readily available at market value. Such securities are valued at the last reported sales price on the principal exchange or market on which they are traded or, if there were no sales that day, at the mean between the closing bid and asked prices. Securities traded on the NASDAQ Stock Market, LLC. (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sales price. If the NASDAQ official closing price is not available for a security, that security will generally be valued using the last reported sales price or, if no sales are reported, at the mean between the closing bid and asked prices. Short-term investments that will mature in 60 days or less are valued at amortized cost, which approximates market value. Debt securities with more than 60 days to maturity for which quoted bid prices are readily available are valued by an independent pricing service at the bid price. Debt securities with more than 60 days to maturity for which quoted bid prices are not readily available will be valued by an independent pricing service at estimated market value using matrix pricing or such other valuation methodology as may be deemed reasonable by RS Investments. The Funds value securities and assets at their fair values when a market quotation is not readily available or may be unreliable, as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees. 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 value of the securities held directly by the Fund and 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.

All assets and liabilities of a Fund denominated in foreign currencies are valued using the exchange rates quoted at the close of the NYSE. Fluctuations in the values of such currencies in relation to the U.S. dollar will affect the NAV of a Fund’s shares even if there has not been any change in the values of such securities as quoted in such foreign currencies. Because certain of the securities in which a Fund may invest may trade on days when the Fund does not price its shares, the NAV of a Fund’s shares may change on days when shareholders will not be able to purchase or redeem their shares.

Generally, trading in certain securities (such as foreign securities) is substantially completed each day at various times prior to the close of the NYSE. The values of these securities used in determining the NAV are computed as of such times. Events affecting the

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values of those securities may occur between such times and the close of the NYSE and therefore may not be reflected in the computation of the NAV. A Fund may determine the fair value of those securities in accordance with pricing guidelines and procedures adopted by the Trust’s Board of Trustees. For all Funds except RS International Growth Fund and RS Emerging Markets Fund, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of a Fund’s investments in foreign securities will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed each day and the close of the NYSE. For RS International Growth Fund and RS Emerging Markets Fund, the value of the Funds’ investments in foreign securities will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed each day and the close of the NYSE. The fair value of one or more of the securities in the portfolio, which is used to determine a Fund’s NAV, could be different from the actual value at which those securities could be sold in the market. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in a Fund.

Fair value pricing may also be used for other securities when their prices become stale due to lack of trading activity or are determined for other reasons not to reflect their fair values accurately. To seek to maintain a NAV of $1.00 per share, RS Money Market Fund has chosen to value its portfolio on the basis of amortized cost unless it is determined 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 143 for more information.

To buy shares of a Fund, you will need:

• payment for the purchase where applicable,

• instructions for your investment, and

• a properly completed Trust application.

Your first purchase must be made through registered representatives of broker-dealer firms that are authorized to sell our Funds or other institutions that 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 load 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 (800-766-3863).

You may make your follow-up investments by mail, online, by wire transfer, or by telephone as described below and on the following page. All purchases must be made in U.S. dollars.

• 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. 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. Certain bank checks will be accepted. 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. 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 have an existing account, 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. 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

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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 next determined after funds are received (normally within two business days of the order).

• By Wire You can make a purchase by wire transfer 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 wire purchase must be sent to the following bank account:

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 800-766-3863 between 9:00 a.m. and 6:00 p.m. eastern time on any business day. Requests received after 4 p.m. eastern time on any business day will be processed on the next business day. 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 telephone order will be the public offering price next determined 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

RS Partners Fund is currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. This limitation will preclude some existing shareholders of the Fund from making additional investments in the Fund. Contact RS Investments or GIS for more information. In

addition, the Fund is offered to employees of RS Investments and its affiliates and their family members and to current and former Trustees of the Trust and their family members. The Trust, RS Investments, or GIS may at their discretion impose additional limitations on the sale of shares of the Fund or any other Fund at any time and may waive or eliminate any limitation at any time without notice.

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 137.) 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.

The Trust reserves the right, at 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 or RS Investments 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 may disrupt portfolio management strategies or 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 143.

The Funds, RS Investments, or GIS, the Funds’ distributor, may at 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.

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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 load 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 Money Market Fund. Shares that are held in 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 1.00% of the value of a Fund’s net assets at the beginning of the period. If 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 any of the following procedures.

• 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 the following address:

Boston Financial Data Services

[name of your RS Fund]

330 West 9th Street, First Floor

Kansas City, MO 64105-1514

For SIMPLE IRAs of which 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,

Certified, registered, or overnight mail:

Guardian Investor Services LLC

c/o BFDS-Defined Contribution Services

30 Dan Road

Canton, MA 02021

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

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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, a partnership, an 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, 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 you may call 800-766-3863 between 9:00 a.m. and 6:00 p.m. eastern time on any business day. Participants in SIMPLE IRAs with State Street Bank and Trust Company as custodian may call 866-727-7675. Participants in qualified retirement plans administered through State Street Bank and Trust Company may call 866-727-4015. Participants in qualified retirement plans administered though ExpertPlan, Inc. may call 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 such 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 Money Market Fund Checks If you hold Class A shares in RS Money Market Fund, you can redeem your Class A shares by writing checks against your RS Money Market 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 Money Market 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

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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 800-766-3863 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 Automated 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 in 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 load 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.

In some cases, a financial intermediary may hold its clients’ Fund shares in nominee or street name. If your shares are held through a financial intermediary and you wish to exercise your reinstatement privilege, please contact your financial intermediary.

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. See “Other Information About Purchasing Shares” on page 139 for information about exchanges into RS Partners Fund. Exchanges of shares will be made at their relative NAVs. You will not have to pay

an initial sales load except when Class A shares of RS Money Market 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 the shareholder qualifies to purchase shares of that Fund. This privilege is not available to anyone who owns RS Large Cap Alpha 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 a series of The Park Avenue Portfolio into a 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 as the RS Fund offers Class B or Class C shares. Shareholders will not be required to pay any initial or deferred sales loads in connection with exchanges made pursuant to the prior sentence or later sales of Class A shares received pursuant to such exchanges.

If you sell your shares at any point after an exchange, any contingent deferred sales load 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 $100, 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.

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Frequent Purchases and Redemptions

Excessive trading can hurt a Fund’s performance, operations, and shareholders. Excessive trading may disrupt portfolio management of a Fund and create transaction and other administrative costs that are borne by all 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 that the Trust 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, at 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 or RS Investments believes in its sole judgment could be harmful to a Fund or is excessively frequent). Shareholders who effect two redemptions (including those effected by exchange) of a Fund’s shares within 60 days of a purchase of shares of that Fund (other than RS Money Market Fund), or other persons that the Trust or RS Investments believes may be engaged in activity harmful to a Fund or its shareholders, may be restricted for a period of time as determined by the Trust or RS Investments from investing in the Funds. Persons that the Trust or RS Investments believes may be engaged in activity harmful to a Fund or its shareholders, may, at RS Investments’ or the 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 and RS Investments 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 or

RS Investments may take any steps they consider appropriate with respect to frequent trading in omnibus accounts, which may, but will not necessarily, include closing the omnibus account. Each Fund reserves the right, in its sole discretion, to allow financial intermediaries to apply alternative short-term trading policies. The Funds will use reasonable diligence to confirm that such intermediaries are applying the Funds’ short-term trading policy or an acceptable alternative. Consult the disclosure provided by your financial intermediary for any alternative short-term trading policies that may apply to your account. There can be no assurance that the Trust or RS Investments will identify all harmful purchase or redemption activity, or market-timing or similar activities, affecting a Fund or that the Trust or RS Investments 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.

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 800-766-3863. These plans are not available to anyone who owns RS Large Cap Alpha 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 to which you wish to contribute. Thereafter, the minimum investment is $100 per Fund. You must invest at least $1,000 per Fund in each 12-month period. 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.

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• 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, semiannually, 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 Expert-Plan, 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 predesignated bank account. (The receiving bank must be a member of the Automated Clearing House.) Only Class A shares of RS Large Cap Alpha Fund and RS Money Market 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 load will be imposed, so 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 loads. 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 meet the minimum balance requirement of both the

originating and receiving Funds or (2) you must have a balance in the originating Fund of at least twice the minimum balance required. 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 declare dividends daily and intend to distribute substantially all net investment income to shareholders once per month:

• RS Investment Quality Bond Fund

• RS Low Duration Bond Fund

• RS High Yield Bond Fund

• RS Tax-Exempt Fund

• RS High Yield Municipal Bond Fund

• RS Floating Rate Fund

• RS Strategic Income Fund

• RS Money Market Fund

Each other Fund intends to distribute substantially all net investment income to shareholders at least once a 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 (or more often, if necessary to avoid certain excise or income taxes on the Fund) except RS Money Market Fund, which distributes its short-term gains monthly and is not expected to realize long-term capital gains.

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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 elect to be treated and qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code, 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 the imposition of excise taxes. If a Fund were to fail to qualify as a regulated investment company, corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders would result. 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 an 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 and RS High Yield Municipal Bond 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 a Fund owned the investments that generated them, rather than by how long you have held Fund shares. Distributions of net capital gains (that is, the excess of net long-term capital gains over net short-term capital losses) from the sale of investments that a Fund owned for more than one year and that are properly designated by that Fund as capital gains dividends will be taxable as long-term capital gains. Distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income. For taxable years beginning before January 1, 2011, 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 before January 1, 2011. It is currently unclear whether Congress will extend either this provision for reduced capital gains rates or the provision for QDI described above for tax years beginning on or after January 1, 2011. Distributions attributable to gain from the sale of master limited partnerships may be taxed as ordinary income. If RS Strategic Income Fund invests in tax credit bonds and elects to pass the accompanying tax credits through to you, you will be treated as having received a distribution in money equal to your proportionate share of the amount of such credits and be permitted to take a credit against your U.S. federal income tax liability in the amount of the deemed distribution, subject to certain limitations imposed by the Code on such credits. RS Strategic Income Fund has not decided whether it will pass such credits through to its shareholders or not. 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, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, and RS Money Market 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, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund and RS Money Market Fund are not expected to be QDI. Dividends from the other Funds will be designated as QDI to the extent, if any, that 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

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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 alternative minimum tax (“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.

Distributions from RS High Yield Municipal Bond Fund

RS High Yield Municipal Bond Fund expects to be eligible to distribute primarily exempt-interest dividends. These dividends generally will be exempt income for federal income tax purposes whether received in the form of cash or additional shares, but may be subject to state and local taxes, as well as the federal alternative minimum tax (“AMT”). Certain debt instruments in which the Fund is permitted to invest pay interest income subject to federal income tax. Distributions of market discount, short-term capital gains, and other

taxable investment income 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. If the Fund invests substantially in private activity bonds, a substantial portion of the fund’s exempt-interest dividends will potentially be subject to the AMT and therefore not exempt from all federal income tax. Note that all exempt-interest dividends paid to a corporate shareholder will be included in adjusted current earnings for purposes of determining the corporation’s adjusted minimum taxable income potentially subject to the AMT. If you are a corporate shareholder or an individual shareholder who is or will be subject to the AMT, please consult your tax adviser regarding the implications of holding shares in the RS High Yield Municipal Bond Fund.

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 High Yield Municipal Bond 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 in the Funds (including an exchange for shares of another Fund) will also generally be subject to federal income tax as capital gains. Shares held by you for more than one year will be taxable as long-term capital gains described above. Shares held for less than one year will be taxable as short-term 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

146 800-766-3863

decreased. If eligible, the Funds do not intend to elect to permit shareholders to claim a credit or deduction with respect to their pro rata portions of the foreign taxes paid by the Funds. In addition, a Fund’s investments in foreign securities or 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.

Other Investments

A Fund’s investments in certain debt obligations, mortgage-backed securities and asset-backed securities may require the Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to liquidate other investments in its portfolio that it otherwise would have continued to hold, including when it is not advantageous to do so.

A Fund’s investments in derivatives and ETFs could affect the amount, timing and character of distributions from the Fund, and therefore, may increase the amount of taxes payable by its shareholders.

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 “Portfolio Holdings” and “Statistical Summaries” under the heading “Communications” on RS Investments’ Web site, the following information is or will be generally available to you:

Information	Available on Web Site No Earlier Than
Each Fund’s top 10 securities holdings and other portfolio statistics (which may include statistical summaries of the Fund’s portfolio holdings and commentaries by the Fund’s portfolio manager(s) that disclose the identity of a single or small number of specific securities held by the Fund) as of each quarter’s end	10 days after quarter-end
Each Fund’s 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.

www.RSinvestments.com 147

Financial Highlights

The “Financial Highlights” tables below 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. 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 in an investment in the Fund (assuming the reinvestment of all distributions).

The financial highlights for RS Global Natural Resources Fund, RS Small Cap Growth Fund, RS Select

Growth Fund, RS Mid Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Partners Fund, RS Value Fund, RS Investors Fund, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund have been audited by the Funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), whose report, along with such Funds’ financial statements, is included in the Funds’ annual reports, which are available on request, or online at www.RSinvestments.com.

RS Funds Financial Highlights

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Partners Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	30.81	$	(0.17	)	$	(11.79	)	$	(11.96	)	$	—		$	(0.85	)	$	(0.85	)
Year ended 12/31/2007		35.04		(0.03	)		(1.31	)		(1.34	)		(0.12	)		(2.77	)		(2.89	)
Year ended 12/31/2006		33.01		0.10			3.61			3.71			(0.09	)		(1.59	)		(1.68	)
Year ended 12/31/2005		34.77		—			4.17			4.17			—			(5.93	)		(5.93	)
RS Partners Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	30.77	$	(0.20	)	$	(11.81	)	$	(12.01	)	$	—		$	(0.85	)	$	(0.85	)
Year ended 12/31/2007		35.05		(0.14	)		(1.36	)		(1.50	)		(0.01	)		(2.77	)		(2.78	)
Period from 10/13/20063 to 12/31/20064		35.04		—			1.67			1.67			(0.06	)		(1.60	)		(1.66	)
RS Value Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	26.27	$	0.04		$	(11.01	)	$	(10.97	)	$	(0.04	)	$	(0.27	)	$	(0.31	)
Year ended 12/31/2007		27.43		0.02			1.00			1.02			(0.11	)		(2.07	)		(2.18	)
Year ended 12/31/2006		24.55		0.03			3.99			4.02			(0.31	)		(0.83	)		(1.14	)
Year ended 12/31/2005		21.99		0.03			2.54			2.57			(0.01	)		—			(0.01	)
RS Value Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	26.16	$	(0.02	)	$	(11.01	)	$	(11.03	)	$	—		$	(0.27	)	$	(0.27	)
Period from 05/01/20073 to 12/31/20074		30.15		(0.04	)		(1.79	)		(1.83	)		(0.09	)		(2.07	)		(2.16	)
RS Value Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	26.24	$	(0.01	)	$	(11.01	)	$	(11.02	)	$	—		$	(0.27	)	$	(0.27	)
Year ended 12/31/2007		27.43		(0.06	)		0.97			0.91			(0.03	)		(2.07	)		(2.10	)
Period from 12/04/20063 to 12/31/20064		28.58		0.02			(0.04	)		(0.02	)		(0.30	)		(0.83	)		(1.13	)

148 800-766-3863

The financial highlights for RS Small Cap Equity Fund, RS Large Cap Alpha 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, and RS Money Market Fund for the years ended December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2009 have been audited by the Funds’ independent

registered public accounting firm, PwC. The financial high lights for these Funds for each of the periods through December 31, 2005 were audited by the Predecessor Funds’ independent registered public accounting firm. PwC’s report, along with such Funds’ financial statements, is included in the Funds’ annual reports, which are available on request or online at www.RSinvestments.com.

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	18.00	(38.63	)%	$	1,045,803	1.49	%	1.52	%	(0.50	)%	(0.53	)%	64	%
	30.81	(3.78	)%		2,187,893	1.49	%	1.51	%	(0.12	)%	(0.14	)%	57	%
	35.04	11.19	%		2,532,086	1.49	%	1.52	%	0.29	%	0.26	%	60	%
	33.01	11.94	%		2,164,407	1.48	%	1.52	%	—	%	(0.04	)%	77	%
$	17.91	(38.84	)%	$	8,698	1.83	%	1.87	%	(0.84	)%	(0.88	)%	64	%
	30.77	(4.22	)%		13,732	1.84	%	1.86	%	(0.46	)%	(0.48	)%	57	%
	35.05	4.71	%		13,447	1.82	%	1.86	%	(0.03	)%	(0.07	)%	60	%
$	14.99	(41.73	)%	$	1,292,905	1.40	%	1.40	%	0.16	%	0.16	%	49	%
	26.27	3.76	%		2,526,734	1.32	%	1.32	%	0.06	%5	0.06	%	59	%
	27.43	16.37	%		2,000,665	1.36	%	1.37	%	0.06	%	0.05	%	72	%
	24.55	11.67	%		1,596,317	1.39	%	1.39	%	(0.15	)%	(0.15	)%	83	%
$	14.86	(42.13	)%	$	8,587	2.13	%	2.13	%	(0.48	)%	(0.48	)%	49	%
	26.16	(6.05	)%		6,774	2.13	%	2.17	%	(0.62	)%	(0.66	)%	59	%
$	14.95	(41.96	)%	$	1,159	1.81	%	1.81	%	(0.17	)%	(0.17	)%	49	%
	26.24	3.35	%		1,183	1.72	%	1.74	%	(0.28	)%	(0.30	)%	59	%
	27.43	(0.06	)%		—	1.28	%	1.28	%	0.35	%	0.35	%	72	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

www.RSinvestments.com 149

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Investors Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.59	$	(0.16	)	$	(4.64	)	$	(4.80	)	$	—		$	(0.62	)	$	(0.62	)
Year ended 12/31/2007		11.75		(0.11	)		(0.01	)		(0.12	)		—			(2.04	)		(2.04	)
Year ended 12/31/2006		10.44		(0.03	)		1.87			1.84			—			(0.53	)		(0.53	)
Period from 11/15/20053 to 12/31/20054		10.00		(0.01	)		0.45			0.44			—			—			—
RS Investors Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.54	$	(0.14	)	$	(4.57	)	$	(4.71	)	$	—		$	(0.62	)	$	(0.62	)
Period from 07/24/20073 to 12/31/20074		12.57		(0.07	)		(0.92	)		(0.99	)		—			(2.04	)		(2.04	)
RS Investors Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.51	$	(0.13	)	$	(4.70	)	$	(4.83	)	$	—		$	(0.62	)	$	(0.62	)
Period from 01/03/20073 to 12/31/20074		11.71		(0.08	)		(0.08	)		(0.16	)		—			(2.04	)		(2.04	)
RS Global Natural Resources Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	37.97	$	(0.05	)	$	(17.71	)	$	(17.76	)	$	(0.01	)	$	(0.15	)	$	(0.16	)
Year ended 12/31/2007		30.84		—			9.81			9.81			(0.01	)		(2.67	)		(2.68	)
Year ended 12/31/2006		32.65		0.12			2.72			2.84			(0.37	)		(4.28	)		(4.65	)
Year ended 12/31/2005		24.72		0.32			10.14			10.46			(0.69	)		(1.84	)		(2.53	)
RS Global Natural Resources Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	37.73	$	(0.22	)	$	(17.60	)	$	(17.82	)	$	(0.01	)	$	(0.15	)	$	(0.16	)
Period from 05/01/20073 to 12/31/20074		35.26		(0.10	)		5.25			5.15			(0.01	)		(2.67	)		(2.68	)
RS Global Natural Resources Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	37.75	$	(0.14	)	$	(17.61	)	$	(17.75	)	$	(0.01	)	$	(0.15	)	$	(0.16	)
Year ended 12/31/2007		30.84		(0.06	)		9.65			9.59			(0.01	)		(2.67	)		(2.68	)
Period from 12/04/20063 to 12/31/20064		37.05		0.04			(1.61	)		(1.57	)		(0.36	)		(4.28	)		(4.64	)

150 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	4.17	(49.50	)%	$	8,955	1.98	%	1.98	%	(1.33	)%	(1.33	)%	65	%
	9.59	(0.72	)%		30,691	1.60	%	1.60	%	(0.60	)%	(0.60	)%	71	%
	11.75	17.55	%		65,129	1.54	%	1.60	%	(0.23	)%	(0.29	)%	116	%
	10.44	4.40	%		49,463	3.74	%	3.77	%	(1.66	)%	(1.69	)%	5	%
$	4.21	(48.80	)%	$	20	1.43	%	4.15	%	(0.79	)%	(3.51	)%	65	%
	9.54	(7.61	)%		74	2.55	%	5.22	%	(1.55	)%	(4.22	)%	71	%
$	4.06	(50.25	)%	$	43	3.23	%	3.23	%	(2.55	)%	(2.55	)%	65	%
	9.51	(1.10	)%		45	2.52	%	5.81	%	(1.49	)%	(4.78	)%	71	%
$	20.05	(46.76	)%	$	843,964	1.49	%	1.49	%	(0.13	)%	(0.13	)%	43	%
	37.97	32.07	%		2,080,904	1.45	%	1.45	%	—	%	—	%	37	%
	30.84	8.11	%		1,610,612	1.49	%	1.53	%	0.24	%	0.20	%	62	%
	32.65	42.23	%		1,715,182	1.49	%	1.56	%	0.95	%	0.88	%	62	%
$	19.75	(47.22	)%	$	3,129	2.34	%	2.34	%	(0.95	)%	(0.95	)%	43	%
	37.73	14.84	%		2,949	2.29	%	2.32	%	(0.67	)%	(0.70	)%	37	%
$	19.84	(47.01	)%	$	736	2.10	%	2.11	%	(0.66	)%	(0.67	)%	43	%
	37.75	31.37	%		330	2.00	%	2.30	%	(0.40	)%	(0.70	)%	37	%
	30.84	(4.76	)%		3	1.75	%	1.75	%	(0.23	)%	(0.23	)%	62	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

www.RSinvestments.com 151

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Returns of Capital			Total Distributions
RS Small Cap Equity Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.28	$	(0.04	)	$	(5.06	)	$	(5.10	)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	(0.08	)
Year ended 12/31/2007		17.90		0.06			0.75			0.81			(0.05	)		(4.38	)		—			(4.43	)
Year ended 12/31/2006		16.58		(0.05	)		2.73			2.68			—			(1.36	)		—			(1.36	)
Year ended 12/31/2005		19.40		(0.04	)		(0.05	)		(0.09	)		—			(2.73	)		—			(2.73	)
RS Small Cap Equity Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	11.98	$	(0.33	)	$	(4.02	)	$	(4.35	)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	(0.08	)
Year ended 12/31/2007		15.80		(0.09	)		0.65			0.56			—			(4.38	)		—			(4.38	)
Year ended 12/31/2006		14.94		(0.28	)		2.50			2.22			—			(1.36	)		—			(1.36	)
Year ended 12/31/2005		17.94		(0.25	)		(0.02	)		(0.27	)		—			(2.73	)		—			(2.73	)
RS Small Cap Equity Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	11.88	$	(0.10	)	$	(4.21	)	$	(4.31	)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	(0.08	)
Year ended 12/31/2007		15.68		(0.03	)		0.61			0.58			—			(4.38	)		—			(4.38	)
Year ended 12/31/2006		14.81		(0.18	)		2.41			2.23			—			(1.36	)		—			(1.36	)
Year ended 12/31/2005		17.80		(0.17	)		(0.09	)		(0.26	)		—			(2.73	)		—			(2.73	)
RS Small Cap Equity Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	13.69	$	(0.07	)	$	(4.85	)	$	(4.92	)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	(0.08	)
Year ended 12/31/2007		17.36		(0.01	)		0.72			0.71			—			(4.38	)		—			(4.38	)
Year ended 12/31/2006		16.16		(0.10	)		2.66			2.56			—			(1.36	)		—			(1.36	)
Year ended 12/31/2005		19.05		(0.07	)		(0.09	)		(0.16	)		—			(2.73	)		—			(2.73	)
RS Large Cap Alpha Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	42.46	$	0.32		$	(12.76	)	$	(12.44	)	$	(0.32	)	$	—		$	—		$	(0.32	)
Year ended 12/31/2007		37.19		0.26			5.23			5.49			(0.22	)		—			—			(0.22	)
Year ended 12/31/2006		32.26		0.32			5.06			5.38			(0.45	)		—			—			(0.45	)
Year ended 12/31/2005		31.37		0.47			0.74			1.21			(0.32	)		—			—			(0.32	)

152 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	9.10	(35.67	)%	$	68,315	1.27	%	1.29	%	(0.33	)%	(0.35	)%	119	%
	14.28	4.84	%		129,796	1.22	%	1.22	%	0.30	%	0.30	%	148	%
	17.90	16.90	%		143,972	1.27	%	1.27	%	(0.28	)%	(0.28	)%	136	%
	16.58	(0.15	)%		132,246	1.25	%	1.25	%	(0.20	)%	(0.20	)%	124	%
$	7.55	(36.26	)%	$	2,484	2.30	%	2.30	%	(1.38	)%	(1.38	)%	119	%
	11.98	3.84	%		5,992	2.12	%	2.12	%	(0.61	)%	(0.61	)%	148	%
	15.80	15.63	%		7,852	2.39	%	2.39	%	(1.43	)%	(1.43	)%	136	%
	14.94	(1.21	)%		12,971	2.21	%	2.21	%	(1.19	)%	(1.19	)%	124	%
$	7.49	(36.23	)%	$	7,081	2.07	%	2.07	%	(1.11	)%	(1.11	)%	119	%
	11.88	4.00	%		10,966	1.98	%	1.98	%	(0.46	)%	(0.46	)%	148	%
	15.68	15.84	%		10,649	2.22	%	2.22	%	(1.22	)%	(1.22	)%	136	%
	14.81	(1.16	)%		9,536	2.23	%	2.23	%	(1.13	)%	(1.13	)%	124	%
$	8.69	(35.90	)%	$	10,865	1.60	%	1.69	%	(0.64	)%	(0.73	)%	119	%
	13.69	4.36	%		16,639	1.60	%	1.72	%	(0.07	)%	(0.19	)%	148	%
	17.36	16.58	%		15,227	1.60	%	1.60	%	(0.60	)%	(0.60	)%	136	%
	16.16	(0.53	)%		12,276	1.58	%	1.58	%	(0.48	)%	(0.48	)%	124	%
$	29.70	(29.29	)%	$	629,799	0.93	%	0.95	%	0.90	%	0.88	%	54	%
	42.46	14.78	%		832,425	0.93	%	0.93	%	0.59	%	0.59	%	60	%
	37.19	16.87	%		787,661	0.93	%	0.94	%	0.79	%	0.78	%	81	%
	32.26	3.90	%		796,034	0.91	%	0.91	%	1.32	%	1.32	%	101	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS Large Cap Alpha Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	40.68	$	(2.99	)	$	(9.15	)	$	(12.14	)	$	(0.02	)	$	—	$	(0.02	)
Year ended 12/31/2007		35.76		(1.82	)		6.74			4.92			—			—		—
Year ended 12/31/2006		30.91		(1.63	)		6.48			4.85			—			—		—
Year ended 12/31/2005		30.06		(0.59	)		1.44			0.85			—			—		—
RS Large Cap Alpha Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	40.07	$	0.43		$	(12.39	)	$	(11.96	)	$	(0.18	)	$	—	$	(0.18	)
Year ended 12/31/2007		35.17		0.07			4.83			4.90			—			—		—
Year ended 12/31/2006		30.42		(0.01	)		4.76			4.75			—			—		—
Year ended 12/31/2005		29.62		(0.00	)3		0.80			0.80			—			—		—
RS Large Cap Alpha Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	42.49	$	0.18		$	(12.73	)	$	(12.55	)	$	(0.19	)	$	—	$	(0.19	)
Year ended 12/31/2007		37.18		0.10			5.25			5.35			(0.04	)		—		(0.04	)
Year ended 12/31/2006		32.03		0.16			5.07			5.23			(0.08	)		—		(0.08	)
Year ended 12/31/2005		31.23		0.29			0.79			1.08			(0.28	)		—		(0.28	)
RS S&P 500 Index Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	10.03	$	0.24		$	(3.98	)	$	(3.74	)	$	(0.22	)	$	—	$	(0.22	)
Year ended 12/31/2007		9.72		0.16			0.31			0.47			(0.16	)		—		(0.16	)
Year ended 12/31/2006		8.55		0.14			1.16			1.30			(0.13	)		—		(0.13	)
Year ended 12/31/2005		8.30		0.11			0.25			0.36			(0.11	)		—		(0.11	)

154 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	28.52	(29.84	)%	$	12,197	1.82	%	1.82	%	(0.02	)%	(0.02	)%	54	%
	40.68	13.76	%		28,114	1.84	%	1.84	%	(0.34	)%	(0.34	)%	60	%
	35.76	15.69	%		38,313	1.99	%	1.99	%	(0.27	)%	(0.27	)%	81	%
	30.91	2.83	%		69,159	1.92	%	1.92	%	0.34	%	0.34	%	101	%
$	27.93	(29.84	)%	$	19,300	1.74	%	1.74	%	0.14	%	0.14	%	54	%
	40.07	13.93	%		11,441	1.69	%	1.69	%	(0.17	)%	(0.17	)%	60	%
	35.17	15.61	%		8,278	2.02	%	2.02	%	(0.30	)%	(0.30	)%	81	%
	30.42	2.70	%		6,358	2.08	%	2.08	%	0.13	%	0.13	%	101	%
$	29.75	(29.52	)%	$	12,191	1.28	%	1.34	%	0.56	%	0.50	%	54	%
	42.49	14.38	%		14,047	1.28	%	1.42	%	0.24	%	0.10	%	60	%
	37.18	16.37	%		11,670	1.28	%	1.28	%	0.45	%	0.45	%	81	%
	32.03	3.51	%		9,517	1.25	%	1.25	%	0.94	%	0.94	%	101	%
$	6.07	(37.25	)%	$	48,363	0.49	%	0.74	%	1.79	%	1.54	%	5	%
	10.03	4.86	%		129,211	0.53	%	0.72	%	1.45	%	1.26	%	3	%
	9.72	15.27	%		142,260	0.53	%	0.71	%	1.44	%	1.26	%	4	%
	8.55	4.40	%		149,719	0.53	%	0.71	%	1.36	%	1.18	%	4	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Rounds to $0.00 per share.

www.RSinvestments.com 155

Financial Highlights

— RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period	Net Investment Income/(Loss)	Net Realized and Unrealized Gain/(Loss)	Total Operations	Distributions From Net Investment Income	Distributions From Net Realized Capital Gains	Total Distributions
RS High Yield Municipal Bond Fund (Class A)
Period from 11/24/091 to 12/31/092
RS High Yield Municipal Bond Fund (Class C)
Period from 11/24/091 to 12/31/092
RS Floating Rate Fund (Class A)
Period from 12/08/091 to 12/31/092
RS Floating Rate Fund (Class C)
Period from 12/08/091 to 12/31/092
RS Floating Rate Fund (Class K)
Period from 12/08/091 to 12/31/092
RS Strategic Income Fund (Class A)
Period from 11/24/091 to 12/31/092
RS Strategic Income Fund (Class C)
Period from 11/24/091 to 12/31/092
RS Strategic Income Fund (Class K)
Period from 11/24/091 to 12/31/092

156 800-766-3863

Net Asset
Value, End of
Period Total Return¹ Net Assets,
End of Period
(000s) Net Ratio of
Expenses to
Average Net
Assets² Gross Ratio of
Expenses to
Average Net
Assets Net Ratio of Net
Investment
Income/(Loss)
to Average Net
Assets² Gross
Ratio of Net
Investment
Income/(Loss)
to Average Net
Assets Portfolio
Turnover
Rate

1 Commencement of operations.

2 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS S&P 500 Index Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	10.01	$	0.20	$	(3.97	)	$	(3.77	)	$	(0.00	)3	$	—	$	(0.00	)3
Year ended 12/31/2007		9.70		0.07		0.32			0.39			(0.08	)		—		(0.08	)
Year ended 12/31/2006		8.54		0.06		1.16			1.22			(0.06	)		—		(0.06	)
Year ended 12/31/2005		8.28		0.05		0.26			0.31			(0.05	)		—		(0.05	)
RS S&P 500 Index Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.99	$	0.09	$	(3.85	)	$	(3.76	)	$	(0.17	)	$	—	$	(0.17	)
Year ended 12/31/2007		9.68		0.07		0.32			0.39			(0.08	)		—		(0.08	)
Year ended 12/31/2006		8.53		0.06		1.16			1.22			(0.07	)		—		(0.07	)
Year ended 12/31/2005		8.27		0.05		0.26			0.31			(0.05	)		—		(0.05	)

158 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	6.24	(37.62	)%	$	1,925	1.27	%	1.61	%	0.85	%	0.51	%	5	%
	10.01	4.00	%		11,976	1.28	%	1.53	%	0.70	%	0.45	%	3	%
	9.70	14.33	%		12,664	1.28	%	1.72	%	0.69	%	0.25	%	4	%
	8.54	3.75	%		12,913	1.28	%	1.71	%	0.60	%	0.17	%	4	%
$	6.06	(37.63	)%	$	6,730	1.24	%	1.56	%	1.07	%	0.75	%	5	%
	9.99	4.02	%		10,618	1.28	%	1.55	%	0.71	%	0.44	%	3	%
	9.68	14.31	%		10,472	1.28	%	1.75	%	0.70	%	0.23	%	4	%
	8.53	3.76	%		9,370	1.28	%	1.76	%	0.61	%	0.13	%	4	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Rounds to $0.00 per share.

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS S&P 500 Index Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	10.02	$	0.12		$	(3.88	)	$	(3.76	)	$	(0.20	)	$	—	$	(0.20	)
Year ended 12/31/2007		9.70		0.11			0.32			0.43			(0.11	)		—		(0.11	)
Year ended 12/31/2006		8.55		0.09			1.17			1.26			(0.11	)		—		(0.11	)
Year ended 12/31/2005		8.29		0.07			0.26			0.33			(0.07	)		—		(0.07	)
RS Small Cap Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	40.63	$	(0.48	)	$	(18.05	)	$	(18.53	)	$	—		$	—	$	—
Year ended 12/31/2007		35.66		(0.53	)		5.50			4.97			—			—		—
Year ended 12/31/2006		32.58		(0.48	)		3.56			3.08			—			—		—
Year ended 12/31/2005		32.36		(0.50	)		0.72			0.22			—			—		—
RS Small Cap Growth Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	40.56	$	(0.49	)	$	(18.33	)	$	(18.82	)	$	—		$	—	$	—
Period from 09/06/20073 to 12/31/20074		40.51		(0.09	)		0.14			0.05			—			—		—
RS Small Cap Growth Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	40.36	$	(0.25	)	$	(18.35	)	$	(18.60	)	$	—		$	—	$	—
Period from 01/22/20073 to 12/31/20074		35.52		(0.35	)		5.19			4.84			—			—		—
RS Select Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	27.43	$	(0.40	)	$	(11.95	)	$	(12.35	)	$	—		$	—	$	—
Year ended 12/31/2007		24.13		(0.44	)		3.74			3.30			—			—		—
Year ended 12/31/2006		22.33		(0.45	)		2.25			1.80			—			—		—
Year ended 12/31/2005		22.69		(0.47	)		0.11			(0.36	)		—			—		—
RS Select Growth Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	27.40	$	(0.24	)	$	(12.17	)	$	(12.41	)	$	—		$	—	$	—
Period from 11/15/20073 to 12/31/20074		27.76		(0.04	)		(0.32	)		(0.36	)		—			—		—
RS Select Growth Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	27.32	$	(0.40	)	$	(12.15	)	$	(12.55	)	$	—		$	—	$	—
Period from 02/12/20073 to 12/31/20074		24.77		(0.13	)		2.68			2.55			—			—		—

160 800-766-3863

	Net Asset Value, End of Period	Total Return1			Net Assets, End of Period (000s)	Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	6.06	(37.48	)%	$	12,806	0.89	%	1.14	%	1.41	%	1.16	%	5	%
	10.02	4.40	%		19,453	0.93	%	1.30	%	1.06	%	0.69	%	3	%
	9.70	14.76	%		17,304	0.93	%	1.15	%	1.05	%	0.83	%	4	%
	8.55	4.05	%		13,074	0.93	%	1.12	%	0.96	%	0.77	%	4	%
$	22.10	(45.61	)%	$	251,233	1.49	%	1.49	%	(1.20	)%	(1.20	)%	159	%
	40.63	13.94	%		563,068	1.47	%	1.47	%	(1.13	)%	(1.13	)%	120	%
	35.66	9.45	%		738,413	1.51	%	1.52	%	(1.21	)%	(1.22	)%	129	%
	32.58	0.68	%		930,296	1.54	%	1.54	%	(1.32	)%	(1.32	)%	95	%
$	21.74	(46.40	)%	$	305	3.11	%	3.11	%	(2.85	)%	(2.85	)%	159	%
	40.56	0.12	%		161	2.07	%	2.07	%	(1.69	)%	(1.69	)%	120	%
$	21.76	(46.09	)%	$	212	2.40	%	2.40	%	(2.14	)%	(2.14	)%	159	%
	40.36	13.63	%		64	2.36	%	3.64	%	(1.96	)%	(3.24	)%	120	%
$	15.08	(45.02	)%	$	47,730	1.68	%	1.69	%	(1.31	)%	(1.32	)%	157	%
	27.43	13.68	%		129,812	1.54	%	1.55	%	(1.14	)%	(1.15	)%	163	%
	24.13	8.06	%		215,325	1.64	%	1.65	%	(1.35	)%	(1.36	)%	195	%
	22.33	(1.59	)%		385,878	1.63	%	1.64	%	(1.25	)%	(1.26	)%	184	%
$	14.99	(45.29	)%	$	109	2.34	%	2.35	%	(1.99	)%	(2.00	)%	157	%
	27.40	(1.30	)%		2	2.14	%	2.14	%	(1.47	)%	(1.47	)%	163	%
$	14.77	(45.94	)%	$	42	3.41	%	3.69	%	(3.06	)%	(3.34	)%	157	%
	27.32	10.29	%		14	1.96	%	13.29	%	(1.53	)%	(12.86	)%	163	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Mid Cap Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.17	$	(0.13	)	$	(7.32	)	$	(7.45	)	$	—		$	(0.26	)	$	(0.26	)
Year ended 12/31/2007		14.17		(0.12	)		2.58			2.46			—			(2.46	)		(2.46	)
Year ended 12/31/2006		13.34		(0.11	)		1.38			1.27			—			(0.44	)		(0.44	)
Year ended 12/31/2005		12.18		(0.09	)		1.25			1.16			—			—			—
RS Mid Cap Growth Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.05	$	(0.12	)	$	(7.31	)	$	(7.43	)	$	—		$	(0.26	)	$	(0.26	)
Period from 05/21/20073 to 12/31/20074		16.14		(0.08	)		0.45			0.37			—			(2.46	)		(2.46	)
RS Mid Cap Growth Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.08	$	(0.07	)	$	(7.38	)	$	(7.45	)	$	—		$	(0.26	)	$	(0.26	)
Year ended 12/31/2007		14.16		(1.14	)		3.52			2.38			—			(2.46	)		(2.46	)
Period from 12/04/20063 to 12/31/20064		15.09		(0.01	)		(0.48	)		(0.49	)		—			(0.44	)		(0.44	)
RS Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.43	$	(0.03	)	$	(6.28	)	$	(6.31	)	$	—		$	(0.16	)	$	(0.16	)
Year ended 12/31/2007		15.25		(0.04	)		2.02			1.98			—			(2.80	)		(2.80	)
Year ended 12/31/2006		15.85		0.01			1.73			1.74			(0.01	)		(2.33	)		(2.34	)
Year ended 12/31/2005		16.66		(0.03	)		1.92			1.89			—			(2.70	)		(2.70	)
RS Growth Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.38	$	(0.07	)	$	(6.24	)	$	(6.31	)	$	—		$	(0.16	)	$	(0.16	)
Period from 06/30/20073 to 12/31/20074		16.64		(0.03	)		0.54			0.51			—			(2.77	)		(2.77	)
RS Growth Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.50	$	(0.04	)	$	(6.32	)	$	(6.36	)	$	—		$	(0.16	)	$	(0.16	)
Year ended 12/31/2007		15.25		(0.04	)		1.95			1.91			—			(2.66	)		(2.66	)
Period from 11/27/20063 to 12/31/20064		17.43		0.01			0.15			0.16			(0.01	)		(2.33	)		(2.34	)
RS Technology Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	17.53	$	(0.14	)	$	(8.78	)	$	(8.92	)	$	(0.03	)	$	(0.08	)	$	(0.11	)
Year ended 12/31/2007		15.88		(0.13	)		3.64			3.51			—			(1.86	)		(1.86	)
Year ended 12/31/2006		16.35		(0.20	)		1.55			1.35			—			(1.82	)		(1.82	)
Year ended 12/31/2005		16.02		(0.27	)		0.60			0.33			—			—			—

162 800-766-3863

	Net Asset Value, End of Period	Total Return1			Net Assets, End of Period (000s)	Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	6.46	(52.50	)%	$	89,584	1.29	%	1.35	%	(0.83	)%	(0.89	)%	281	%
	14.17	17.53	%		288,956	1.34	%	1.39	%	(0.89	)%	(0.94	)%	262	%
	14.17	9.43	%		267,807	1.30	%	1.36	%	(0.79	)%	(0.85	)%	214	%
	13.34	9.52	%		218,771	1.34	%	1.39	%	(0.77	)%	(0.82	)%	207	%
$	6.36	(52.80	)%	$	450	2.02	%	2.34	%	(1.54	)%	(1.86	)%	281	%
	14.05	2.43	%		484	3.13	%	3.46	%	(2.80	)%	(3.13	)%	262	%
$	6.37	(52.83	)%	$	288	2.10	%	2.15	%	(1.60	)%	(1.65	)%	281	%
	14.08	16.97	%		138	2.04	%	3.67	%	(1.65	)%	(3.28	)%	262	%
	14.16	(3.32	)%		2	1.50	%	1.53	%	(1.10	)%	(1.13	)%	214	%
$	7.96	(43.73	)%	$	91,714	1.33	%	1.33	%	(0.28	)%	(0.28	)%	281	%
	14.43	13.10	%		196,128	1.29	%	1.29	%	(0.26	)%	(0.26	)%	242	%
	15.25	10.79	%		191,915	1.35	%	1.35	%	0.07	%	0.07	%	180	%
	15.85	11.32	%		206,737	1.37	%	1.37	%	(0.19	)%	(0.19	)%	159	%
$	7.91	(43.88	)%	$	198	1.89	%	2.69	%	(0.83	)%	(1.63	)%	281	%
	14.38	3.14	%		268	2.17	%	3.83	%	(1.14	)%	(2.80	)%	242	%
$	7.98	(43.86	)%	$	343	2.08	%	2.08	%	(0.98	)%	(0.98	)%	281	%
	14.50	12.63	%		179	1.87	%	3.01	%	(0.88	)%	(2.02	)%	242	%
	15.25	0.73	%		7	1.62	%	1.62	%	0.26	%	0.26	%	180	%
$	8.50	(50.90	)%	$	58,414	1.68	%	1.68	%	(0.73	)%	(0.73	)%	115	%
	17.53	22.25	%		161,788	1.51	%	1.51	%	(1.14	)%	(1.14	)%	134	%
	15.88	8.19	%		84,485	1.62	%	1.63	%	(1.26	)%	(1.27	)%	178	%
	16.35	2.06	%		89,985	1.62	%	1.62	%	(1.54	)%	(1.54	)%	141	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, custody credits, and offset for securities lending fees, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

www.RSinvestments.com 163

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Returns of Capital			Total Distributions
RS Technology Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	17.39	$	(0.25	)	$	(8.66	)	$	(8.91	)	$	(0.03	)	$	(0.08	)	$	—		$	(0.11	)
Period from 05/02/20073 to 12/31/20074		16.92		(0.12	)		2.45			2.33			—			(1.86	)		—			(1.86	)
RS Technology Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	17.44	$	(0.09	)	$	(8.85	)	$	(8.94	)	$	(0.03	)	$	(0.08	)	$	—		$	(0.11	)
Period from 01/19/20073 to 12/31/20074		15.59		(0.09	)		3.80			3.71			—			(1.86	)		—			(1.86	)
RS International Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	20.70	$	0.27		$	(9.22	)	$	(8.95	)	$	(0.14	)	$	—		$	(0.02	)	$	(0.16	)
Year ended 12/31/2007		18.59		0.18			2.44			2.62			(0.51	)		—			—			(0.51	)
Year ended 12/31/2006		15.28		0.06			3.35			3.41			(0.10	)		—			—			(0.10	)
Year ended 12/31/2005		13.26		0.07			2.00			2.07			(0.05	)		—			—			(0.05	)
RS International Growth Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	18.45	$	(0.71	)	$	(7.36	)	$	(8.07	)	$	—		$	—		$	(0.02	)	$	(0.02	)
Year ended 12/31/2007		16.61		(0.32	)		2.52			2.20			(0.36	)		—			—			(0.36	)
Year ended 12/31/2006		13.74		(0.50	)		3.37			2.87			—			—			—			—
Year ended 12/31/2005		12.02		(0.46	)		2.18			1.72			—			—			—			—
RS International Growth Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	18.60	$	0.12		$	(8.25	)	$	(8.13	)	$	(0.04	)	$	—		$	(0.02	)	$	(0.06	)
Year ended 12/31/2007		16.76		—			2.23			2.23			(0.39	)		—			—			(0.39	)
Year ended 12/31/2006		13.82		(0.09	)		3.03			2.94			—			—			—			—
Year ended 12/31/2005		12.06		(0.06	)		1.82			1.76			—			—			—			—
RS International Growth Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	20.31	$	0.21		$	(9.04	)	$	(8.83	)	$	(0.09	)	$	—		$	(0.02	)	$	(0.11	)
Year ended 12/31/2007		18.25		0.05			2.44			2.49			(0.43	)		—			—			(0.43	)
Year ended 12/31/2006		15.03		0.02			3.29			3.31			(0.09	)		—			—			(0.09	)
Year ended 12/31/2005		13.06		0.03			1.98			2.01			(0.04	)		—			—			(0.04	)

164 800-766-3863

Redemption Fees			Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	—		$	8.37	(51.26	)%	$	144	2.33	%	2.88	%	(1.32	)%	(1.87	)%	115	%
	—			17.39	13.90	%		457	3.06	%	3.30	%	(2.65	)%	(2.89	)%	134	%
$	—		$	8.39	(51.28	)%	$	159	2.52	%	2.66	%	(1.81	)%	(1.95	)%	115	%
	—			17.44	23.93	%		70	2.55	%	4.48	%	(2.17	)%	(4.10	)%	134	%
$	—		$	11.59	(43.23	)%	$	23,622	1.50	%	1.50	%	1.42	%	1.42	%	35	%
	—			20.70	14.17	%		48,629	1.52	%5	1.52	%	0.65	%	0.65	%	25	%
	0.00	5		18.59	22.44	%		48,304	1.73	%	1.73	%	0.37	%	0.37	%	25	%
	0.00	5		15.28	15.63	%		39,786	1.86	%	1.86	%	0.48	%	0.48	%	28	%
$	—		$	10.36	(43.76	)%	$	2,322	2.35	%	2.35	%	0.59	%	0.59	%	35	%
	—			18.45	13.35	%		5,338	2.30	%	2.30	%	(0.13	)%	(0.13	)%	25	%
	0.00	5		16.61	20.89	%		5,478	2.97	%	2.97	%	(0.86	)%	(0.86	)%	25	%
	0.00	5		13.74	14.31	%		5,518	3.05	%	3.05	%	(0.64	)%	(0.64	)%	28	%
$	—		$	10.41	(43.68	)%	$	5,946	2.23	%	2.23	%	0.66	%	0.66	%	35	%
	—			18.60	13.37	%		10,317	2.24	%	2.24	%	(0.10	)%	(0.10	)%	25	%
	0.00	5		16.76	21.27	%		9,189	2.65	%	2.65	%	(0.56	)%	(0.56	)%	25	%
	0.00	5		13.82	14.59	%		7,660	2.81	%	2.81	%	(0.48	)%	(0.48	)%	28	%
$	—		$	11.37	(43.45	)%	$	10,896	1.85	%	1.86	%	1.04	%	1.03	%	35	%
	—			20.31	13.71	%		17,633	1.96	%	1.96	%	0.17	%	0.17	%	25	%
	0.00	5		18.25	22.13	%		14,560	1.96	%	1.97	%	0.09	%	0.08	%	25	%
	0.00	5		15.03	15.42	%		10,804	2.06	%	2.06	%	0.25	%	0.25	%	28	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

5 Includes effect of overdraft expenses. In absence of this expense, Net Ratio of Expenses to Average Net Assets would be 1.51%.

www.RSinvestments.com 165

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Emerging Markets Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	27.68	$	0.07		$	(15.49	)	$	(15.42	)	$	—		$	(0.12	)	$	(0.12	)
Year ended 12/31/2007		22.01		0.15			9.31			9.46			(0.35	)		(3.44	)		(3.79	)
Year ended 12/31/2006		19.28		0.04			6.59			6.63			(0.03	)		(3.87	)		(3.90	)
Year ended 12/31/2005		14.67		0.10			5.61			5.71			(0.05	)		(1.05	)		(1.10	)
RS Emerging Markets Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	23.69	$	(0.52	)	$	(12.77	)	$	(13.29	)	$	—		$	(0.12	)	$	(0.12	)
Year ended 12/31/2007		19.24		0.09			7.97			8.06			(0.17	)		(3.44	)		(3.61	)
Year ended 12/31/2006		17.37		(0.06	)		5.80			5.74			—			(3.87	)		(3.87	)
Year ended 12/31/2005		13.39		(0.04	)		5.07			5.03			—			(1.05	)		(1.05	)
RS Emerging Markets Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	23.82	$	(0.01	)	$	(13.34	)	$	(13.35	)	$	—		$	(0.12	)	$	(0.12	)
Year ended 12/31/2007		19.36		0.10			7.99			8.09			(0.19	)		(3.44	)		(3.63	)
Year ended 12/31/2006		17.44		(0.05	)		5.84			5.79			—			(3.87	)		(3.87	)
Year ended 12/31/2005		13.43		0.00	3		5.06			5.06			—			(1.05	)		(1.05	)
RS Emerging Markets Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	26.79	$	—		$	(14.96	)	$	(14.96	)	$	—		$	(0.12	)	$	(0.12	)
Year ended 12/31/2007		21.40		0.12			8.93			9.05			(0.22	)		(3.44	)		(3.66	)
Year ended 12/31/2006		18.88		(0.02	)		6.43			6.41			(0.02	)		(3.87	)		(3.89	)
Year ended 12/31/2005		14.39		0.07			5.47			5.54			—			(1.05	)		(1.05	)
RS Investment Quality Bond Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.79	$	0.42		$	(0.45	)	$	(0.03	)	$	(0.42	)	$	—		$	(0.42	)
Year ended 12/31/2007		9.69		0.44			0.10			0.54			(0.44	)		—			(0.44	)
Year ended 12/31/2006		9.76		0.42			(0.04	)		0.38			(0.42	)		(0.03	)		(0.45	)
Year ended 12/31/2005		10.02		0.38			(0.18	)		0.20			(0.38	)		(0.08	)		(0.46	)

166 800-766-3863

Redemption Fees			Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	—		$	12.14	(55.70	)%	$	362,998	1.58	%	1.58	%	0.41	%	0.41	%	82	%
	—			27.68	43.72	%		356,732	1.59	%	1.59	%	0.72	%	0.72	%	49	%
	0.00	3		22.01	35.79	%		174,478	1.75	%	1.78	%	0.26	%	0.23	%	56	%
	0.00	3		19.28	39.83	%		121,194	1.78	%	1.78	%	0.78	%	0.78	%	38	%
$	—		$	10.28	(56.09	)%	$	4,688	2.31	%	2.31	%	(0.39	)%	(0.39	)%	82	%
	—			23.69	42.70	%		24,095	2.33	%	2.33	%	0.12	%	0.12	%	49	%
	0.00	3		19.24	34.52	%		17,290	2.62	%	2.63	%	(0.61	)%	(0.62	)%	56	%
	0.00	3		17.37	38.56	%		13,495	2.74	%	2.74	%	(0.05	)%	(0.05	)%	38	%
$	—		$	10.35	(56.04	)%	$	28,897	2.31	%	2.31	%	(0.33	)%	(0.33	)%	82	%
	—			23.82	42.64	%		50,031	2.33	%	2.33	%	0.08	%	0.08	%	49	%
	0.00	3		19.36	34.68	%		27,960	2.55	%	2.57	%	(0.56	)%	(0.58	)%	56	%
	0.00	3		17.44	38.68	%		17,895	2.68	%	2.68	%	(0.06	)%	(0.06	)%	38	%
$	—		$	11.71	(55.83	)%	$	23,087	1.94	%	1.94	%	0.01	%	0.01	%	82	%
	—			26.79	43.06	%		48,668	2.02	%	2.02	%	0.43	%	0.43	%	49	%
	0.00	3		21.40	35.39	%		32,354	2.06	%	2.08	%	(0.06	)%	(0.08	)%	56	%
	0.00	3		18.88	39.44	%		22,522	2.12	%	2.12	%	0.49	%	0.49	%	38	%
$	—		$	9.34	(0.35	)%	$	88,118	0.85	%	1.01	%	4.34	%	4.18	%	172	%
	—			9.79	5.73	%		94,057	0.85	%	1.04	%	4.56	%	4.37	%	154	%
	—			9.69	4.08	%		89,505	0.86	%	1.04	%	4.40	%	4.22	%	147	%
	—			9.76	2.07	%		99,230	0.85	%	1.00	%	3.83	%	3.68	%	189	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Rounds to $0.00 per share.

www.RSinvestments.com 167

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Investment Quality Bond Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.79	$	0.35	$	(0.46	)	$	(0.11	)	$	(0.35	)	$	—		$	(0.35	)
Year ended 12/31/2007		9.68		0.37		0.11			0.48			(0.37	)		—			(0.37	)
Year ended 12/31/2006		9.76		0.35		(0.05	)		0.30			(0.35	)		(0.03	)		(0.38	)
Year ended 12/31/2005		10.01		0.31		(0.17	)		0.14			(0.31	)		(0.08	)		(0.39	)
RS Investment Quality Bond Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.79	$	0.35	$	(0.45	)	$	(0.10	)	$	(0.35	)	$	—		$	(0.35	)
Year ended 12/31/2007		9.68		0.37		0.11			0.48			(0.37	)		—			(0.37	)
Year ended 12/31/2006		9.76		0.35		(0.05	)		0.30			(0.35	)		(0.03	)		(0.38	)
Year ended 12/31/2005		10.01		0.31		(0.17	)		0.14			(0.31	)		(0.08	)		(0.39	)
RS Investment Quality Bond Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.80	$	0.38	$	(0.45	)	$	(0.07	)	$	(0.38	)	$	—		$	(0.38	)
Year ended 12/31/2007		9.70		0.40		0.10			0.50			(0.40	)		—			(0.40	)
Year ended 12/31/2006		9.77		0.39		(0.04	)		0.35			(0.39	)		(0.03	)		(0.42	)
Year ended 12/31/2005		10.03		0.34		(0.18	)		0.16			(0.34	)		(0.08	)		(0.42	)
RS Low Duration Bond Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.89	$	0.34	$	(0.01	)	$	0.33		$	(0.34	)	$	—		$	(0.34	)
Year ended 12/31/2007		9.80		0.42		0.09			0.51			(0.42	)		—			(0.42	)
Year ended 12/31/2006		9.77		0.37		0.03			0.40			(0.37	)		—			(0.37	)
Year ended 12/31/2005		9.93		0.29		(0.16	)		0.13			(0.29	)		—			(0.29	)
RS Low Duration Bond Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.89	$	0.26	$	(0.01	)	$	0.25		$	(0.26	)	$	—		$	(0.26	)
Year ended 12/31/2007		9.80		0.34		0.09			0.43			(0.34	)		—			(0.34	)
Year ended 12/31/2006		9.77		0.29		0.03			0.32			(0.29	)		—			(0.29	)
Year ended 12/31/2005		9.93		0.22		(0.16	)		0.06			(0.22	)		—			(0.22	)

168 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	9.33	(1.20	)%	$	8,148	1.60	%	1.82	%	3.59	%	3.37	%	172	%
	9.79	5.05	%		8,800	1.61	%	1.84	%	3.81	%	3.58	%	154	%
	9.68	3.20	%		9,182	1.61	%	2.00	%	3.65	%	3.26	%	147	%
	9.76	1.41	%		13,925	1.60	%	1.93	%	3.08	%	2.75	%	189	%
$	9.34	(1.10	)%	$	7,794	1.60	%	1.80	%	3.60	%	3.40	%	172	%
	9.79	5.05	%		7,293	1.61	%	1.82	%	3.81	%	3.60	%	154	%
	9.68	3.20	%		6,863	1.61	%	2.04	%	3.65	%	3.22	%	147	%
	9.76	1.41	%		10,008	1.60	%	1.98	%	3.08	%	2.70	%	189	%
$	9.35	(0.74	)%	$	10,804	1.25	%	1.39	%	3.95	%	3.81	%	172	%
	9.80	5.31	%		9,695	1.25	%	1.63	%	4.17	%	3.79	%	154	%
	9.70	3.67	%		8,530	1.26	%	1.42	%	4.01	%	3.85	%	147	%
	9.77	1.67	%		9,251	1.25	%	1.37	%	3.43	%	3.31	%	189	%
$	9.88	3.35	%	$	17,326	0.80	%	1.23	%	3.37	%	2.94	%	127	%
	9.89	5.29	%		10,320	0.80	%	1.29	%	4.25	%	3.76	%	53	%
	9.80	4.16	%		9,759	0.80	%	1.50	%	3.77	%	3.07	%	67	%
	9.77	1.34	%		9,316	0.80	%	1.53	%	2.95	%	2.22	%	122	%
$	9.88	2.58	%	$	8,744	1.55	%	1.94	%	2.65	%	2.26	%	127	%
	9.89	4.51	%		8,585	1.55	%	1.97	%	3.50	%	3.08	%	53	%
	9.80	3.38	%		8,329	1.55	%	2.27	%	3.01	%	2.29	%	67	%
	9.77	0.58	%		8,317	1.55	%	2.30	%	2.20	%	1.45	%	122	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

www.RSinvestments.com 169

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS Low Duration Bond Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.89	$	0.26	$	(0.01	)	$	0.25		$	(0.26	)	$	—	$	(0.26	)
Year ended 12/31/2007		9.80		0.34		0.09			0.43			(0.34	)		—		(0.34	)
Year ended 12/31/2006		9.77		0.29		0.03			0.32			(0.29	)		—		(0.29	)
Year ended 12/31/2005		9.93		0.22		(0.16	)		0.06			(0.22	)		—		(0.22	)
RS Low Duration Bond Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.89	$	0.30	$	(0.01	)	$	0.29		$	(0.30	)	$	—	$	(0.30	)
Year ended 12/31/2007		9.80		0.38		0.09			0.47			(0.38	)		—		(0.38	)
Year ended 12/31/2006		9.77		0.33		0.03			0.36			(0.33	)		—		(0.33	)
Year ended 12/31/2005		9.93		0.25		(0.16	)		0.09			(0.25	)		—		(0.25	)
RS High Yield Bond Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	7.03	$	0.52	$	(1.87	)	$	(1.35	)	$	(0.52	)	$	—	$	(0.52	)
Year ended 12/31/2007		7.49		0.54		(0.46	)		0.08			(0.54	)		—		(0.54	)
Year ended 12/31/2006		7.35		0.51		0.14			0.65			(0.51	)		—		(0.51	)
Year ended 12/31/2005		7.58		0.47		(0.23	)		0.24			(0.47	)		—		(0.47	)
RS High Yield Bond Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	7.02	$	0.47	$	(1.86	)	$	(1.39	)	$	(0.47	)	$	—	$	(0.47	)
Year ended 12/31/2007		7.48		0.49		(0.46	)		0.03			(0.49	)		—		(0.49	)
Year ended 12/31/2006		7.35		0.45		0.13			0.58			(0.45	)		—		(0.45	)
Year ended 12/31/2005		7.57		0.42		(0.22	)		0.20			(0.42	)		—		(0.42	)
RS High Yield Bond Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	7.02	$	0.47	$	(1.86	)	$	(1.39	)	$	(0.47	)	$	—	$	(0.47	)
Year ended 12/31/2007		7.48		0.49		(0.46	)		0.03			(0.49	)		—		(0.49	)
Year ended 12/31/2006		7.34		0.45		0.14			0.59			(0.45	)		—		(0.45	)
Year ended 12/31/2005		7.57		0.42		(0.23	)		0.19			(0.42	)		—		(0.42	)

170 800-766-3863

Redemption Fees			Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets2		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	—		$	9.88	2.58	%	$	9,156	1.55	%	1.93	%	2.65	%	2.27	%	127	%
	—			9.89	4.51	%		8,290	1.55	%	1.98	%	3.50	%	3.07	%	53	%
	—			9.80	3.38	%		7,949	1.55	%	2.29	%	3.01	%	2.27	%	67	%
	—			9.77	0.58	%		7,730	1.55	%	2.32	%	2.20	%	1.43	%	122	%
$	—		$	9.88	2.94	%	$	10,854	1.20	%	1.56	%	3.00	%	2.64	%	127	%
	—			9.89	4.87	%		10,171	1.20	%	1.67	%	3.85	%	3.38	%	53	%
	—			9.80	3.74	%		9,512	1.20	%	1.58	%	3.37	%	2.99	%	67	%
	—			9.77	0.93	%		8,428	1.20	%	1.59	%	2.56	%	2.17	%	122	%
$	—		$	5.16	(20.10	)%	$	41,222	0.85	%	1.18	%	8.38	%	8.05	%	72	%
	—			7.03	1.04	%		48,425	0.85	%	1.17	%	7.37	%	7.05	%	95	%
	0.00	3		7.49	9.14	%		49,616	0.85	%	1.19	%	6.90	%	6.56	%	82	%
	0.00	3		7.35	3.34	%		48,246	0.85	%	1.19	%	6.38	%	6.04	%	89	%
$	—		$	5.16	(20.60	)%	$	3,203	1.60	%	1.97	%	7.28	%	6.91	%	72	%
	—			7.02	0.28	%		9,257	1.60	%	1.95	%	6.62	%	6.27	%	95	%
	0.00	3		7.48	8.19	%		9,434	1.60	%	2.23	%	6.14	%	5.51	%	82	%
	0.00	3		7.35	2.70	%		9,874	1.60	%	2.19	%	5.63	%	5.04	%	89	%
$	—		$	5.16	(20.58	)%	$	8,897	1.60	%	1.93	%	7.59	%	7.26	%	72	%
	—			7.02	0.28	%		11,277	1.60	%	1.93	%	6.62	%	6.29	%	95	%
	0.00	3		7.48	8.33	%		11,258	1.60	%	2.16	%	6.14	%	5.58	%	82	%
	0.00	3		7.34	2.56	%		10,463	1.60	%	2.15	%	5.63	%	5.08	%	89	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitation, interest expense associated with reverse purchase agreements and custody credits, if applicable.

3 Rounds to $0.00 per share.

www.RSinvestments.com 171

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS High Yield Bond Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	7.03	$	0.50	$	(1.87	)	$	(1.37	)	$	(0.50	)	$	—		$	(0.50	)
Year ended 12/31/2007		7.49		0.51		(0.46	)		0.05			(0.51	)		—			(0.51	)
Year ended 12/31/2006		7.35		0.48		0.14			0.62			(0.48	)		—			(0.48	)
Year ended 12/31/2005		7.58		0.44		(0.23	)		0.21			(0.44	)		—			(0.44	)
RS Tax-Exempt Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.83	$	0.33	$	(0.35	)	$	(0.02	)	$	(0.33	)	$	—		$	(0.33	)
Year ended 12/31/2007		10.08		0.36		(0.22	)		0.14			(0.36	)		(0.03	)		(0.39	)
Year ended 12/31/2006		9.98		0.36		0.13			0.49			(0.36	)		(0.03	)		(0.39	)
Year ended 12/31/2005		10.19		0.36		0.05			0.41			(0.36	)		(0.26	)		(0.62	)
RS Tax-Exempt Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.83	$	0.25	$	(0.36	)	$	(0.11	)	$	(0.25	)	$	—		$	(0.25	)
Year ended 12/31/2007		10.08		0.29		(0.22	)		0.07			(0.29	)		(0.03	)		(0.32	)
Year ended 12/31/2006		9.98		0.28		0.13			0.41			(0.28	)		(0.03	)		(0.31	)
Year ended 12/31/2005		10.19		0.28		0.05			0.33			(0.28	)		(0.26	)		(0.54	)
RS Money Market Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	1.000	$	0.018	$	—		$	0.018		$	(0.018	)	$	—		$	(0.018	)
Year ended 12/31/2007		1.000		0.044		—			0.044			(0.044	)		—			(0.044	)
Year ended 12/31/2006		1.000		0.042		—			0.042			(0.042	)		—			(0.042	)
Year ended 12/31/2005		1.000		0.024		—			0.024			(0.024	)		—			(0.024	)
RS Money Market Fund (Class B):
Year ended 12/31/2009
Year ended 12/31/2008	$	1.000	$	0.011	$	—		$	0.011		$	(0.011	)	$	—		$	(0.011	)
Year ended 12/31/2007		1.000		0.036		—			0.036			(0.036	)		—			(0.036	)
Year ended 12/31/2006		1.000		0.034		—			0.034			(0.034	)		—			(0.034	)
Year ended 12/31/2005		1.000		0.017		—			0.017			(0.017	)		—			(0.017	)

172 800-766-3863

Redemption Fees			Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets2		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	—		$	5.16	(20.42	)%	$	11,663	1.25	%	1.57	%	7.94	%	7.62	%	72	%
	—			7.03	0.64	%		14,330	1.25	%	1.65	%	6.97	%	6.57	%	95	%
	0.00	3		7.49	8.71	%		13,774	1.25	%	1.54	%	6.50	%	6.21	%	82	%
	0.00	3		7.35	2.93	%		11,772	1.25	%	1.52	%	5.98	%	5.71	%	89	%
$	—		$	9.48	(0.23	)%	$	96,557	0.85	%	0.96	%	3.38	%	3.27	%	113	%
	—			9.83	1.47	%		95,533	0.85	%	0.97	%	3.68	%	3.56	%	158	%
	—			10.08	5.03	%		93,205	0.87	%	0.95	%	3.60	%	3.52	%	141	%
	—			9.98	4.02	%		86,515	0.86	%	0.96	%	3.48	%	3.38	%	160	%
$	—		$	9.47	(1.08	)%	$	12,045	1.60	%	1.73	%	2.64	%	2.51	%	113	%
	—			9.83	0.71	%		11,577	1.60	%	1.75	%	2.93	%	2.78	%	158	%
	—			10.08	4.25	%		11,434	1.62	%	1.95	%	2.85	%	2.52	%	141	%
	—			9.98	3.24	%		11,060	1.61	%	1.94	%	2.73	%	2.40	%	160	%
$	—		$	1.000	1.82	%4	$	510,931	0.75	%	0.86	%	1.79	%	1.68	%	—	%
	—			1.000	4.45	%		458,233	0.84	%	0.90	%	4.36	%	4.30	%	—	%
	—			1.000	4.26	%		409,170	0.85	%	0.92	%	4.18	%	4.11	%	—	%
	—			1.000	2.41	%		396,012	0.85	%	0.91	%	2.37	%	2.31	%	—	%
$	—		$	1.000	1.08	%4	$	1,918	1.48	%5	1.85	%	1.12	%5	0.75	%	—	%
	—			1.000	3.67	%		2,542	1.59	%	1.84	%	3.62	%	3.37	%	—	%
	—			1.000	3.48	%		2,763	1.60	%	1.87	%	3.38	%	3.11	%	—	%
	—			1.000	1.76	%		5,030	1.47	%	1.86	%	1.68	%	1.29	%	—	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitation, interest expense associated with reverse purchase agreements and custody credits, if applicable.

3 Rounds to $0.00 per share.

4 Without the effect of the voluntary contribution by the distributor, the total return would have been 1.78%, 1.04%, 1.04% and 1.38% for Class A, Class B, Class C and Class K, respectively.

5 Includes additional subsidiaries to maintain a minimum yield threshold.

www.RSinvestments.com 173

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gain/(Loss)		Total Operations		Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS Money Market Fund (Class C):
Year ended 12/31/2009
Year ended 12/31/2008	$	1.000	$	0.011	$	—	$	0.011	$	(0.011	)	$	—	$	(0.011	)
Year ended 12/31/2007		1.000		0.036		—		0.036		(0.036	)		—		(0.036	)
Year ended 12/31/2006		1.000		0.034		—		0.034		(0.034	)		—		(0.034	)
Year ended 12/31/2005		1.000		0.017		—		0.017		(0.017	)		—		(0.017	)
RS Money Market Fund (Class K):
Year ended 12/31/2009
Year ended 12/31/2008	$	1.000	$	0.014	$	—	$	0.014	$	(0.014	)	$	—	$	(0.014	)
Year ended 12/31/2007		1.000		0.040		—		0.040		(0.040	)		—		(0.040	)
Year ended 12/31/2006		1.000		0.038		—		0.038		(0.038	)		—		(0.038	)
Year ended 12/31/2005		1.000		0.020		—		0.020		(0.020	)		—		(0.020	)

174 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	1.000	1.08	%3	$	7,950	1.48	%4	1.69	%	1.09	%4	0.88	%	—	%
	1.000	3.67	%		8,456	1.59	%	1.74	%	3.60	%	3.45	%	—	%
	1.000	3.48	%		6,378	1.60	%	1.71	%	3.43	%	3.32	%	—	%
	1.000	1.76	%		6,233	1.47	%	1.68	%	1.69	%	1.48	%	—	%
$	1.000	1.42	%3	$	22,970	1.14	%4	1.26	%	1.32	%4	1.20	%	—	%
	1.000	4.03	%		13,294	1.23	%	1.61	%	3.94	%	3.56	%	—	%
	1.000	3.84	%		9,686	1.25	%	1.35	%	3.76	%	3.66	%	—	%
	1.000	2.00	%		10,083	1.25	%	1.32	%	1.96	%	1.89	%	—	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitation, interest expense associated with reverse purchase agreements and custody credits, if applicable.

3 Without the effect of the voluntary contribution by the distributor, the total return would have been 1.78%, 1.04%, 1.04% and 1.38% for Class A, Class B, Class C and Class K, respectively.

4 Includes additional subsidies to maintain a minimum yield threshold.

www.RSinvestments.com 175

388 Market Street  San Francisco, CA  94111

www.RSinvestments.com 800-766-3863

Additional Information

The Trust’s Statement of Additional Information (“SAI”), dated May 1, 2010, as revised from time to time, and the Funds’ annual and semiannual reports to shareholders 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. If more than one member of a household owns shares of a Fund, only one copy of each shareholder report and prospectus will be mailed to that address unless you instruct us otherwise. 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 800-766-3863. Some of the information described herein, including the SAI, annual and semiannual reports to shareholders (when available), and periodic disclosure of portfolio holdings, are available, free of charge, on RS Investments’ Web site at www.RSinvestments.com.

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 Commission’s Public Reference Section Washington, DC 20549-1520. You may need to refer to the Trust’s file number under the Investment Company Act of 1940, which is 811-05159.

Investment Company Act File No. 811-05159

[                        ] (05/10)

May 1, 2010

Class Y Shares

RS Investment Trust

Value

RS Partners Fund

RS Value Fund

RS Large Cap Alpha Fund

RS Investors Fund

RS Global Natural Resources Fund

Growth

RS Small Cap Growth Fund

RS Select Growth Fund

RS Mid Cap Growth Fund

RS Growth Fund

RS Technology Fund

RS Small Cap Equity Fund

International

RS International Growth Fund

RS Emerging Markets Fund

Fixed Income

RS Investment Quality Bond Fund

RS Low Duration Bond Fund

RS High Yield Bond Fund

RS Tax-Exempt Fund

RS High Yield Municipal Bond Fund

RS Floating Rate Fund

RS Strategic Income Fund

PROSPECTUS

Call RS Investments at 800-766-3863 to find out more about the Funds.

This Prospectus explains what you should know about the RS Funds before you invest. Please read it carefully.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

800-766-3863 www.RSinvestments.com

Table of Contents

Summary Information About the Funds
Value Fund Summaries
RS Partners Fund	2
RS Value Fund	6
RS Large Cap Alpha Fund	10
RS Investors Fund	14
RS Global Natural Resources Fund	18
Growth Fund Summaries
RS Small Cap Growth Fund	23
RS Select Growth Fund	27
RS Mid Cap Growth Fund	31
RS Growth Fund	35
RS Technology Fund	39
RS Small Cap Equity Fund	43
International Fund Summaries
RS International Growth Fund	47
RS Emerging Markets Fund	52
Fixed Income Fund Summaries
RS Investment Quality Bond Fund	57
RS Low Duration Bond Fund	61
RS High Yield Bond Fund	65
RS Tax-Exempt Fund	69
RS High Yield Municipal Bond Fund	73
RS Floating Rate Fund	76
RS Strategic Income Fund	80

Additional Information
Principal Risks; Additional Information About Investment Strategies and Risks	84
Other Investment Strategies and Risks	91
Additional Information on Expenses	94
Management of the Funds	95
Portfolio Managers	96
Types of Shares Available	100
How Shares Are Priced	102
How to Purchase Shares	103
How to Sell Shares	104
Exchanges	105
Frequent Purchases and Redemptions	106
USA Patriot Act	106
Dividends and Distributions	107
Taxes	107
Disclosure of Portfolio Holdings	109
Financial Highlights
RS Partners Fund	110
RS Value Fund	110
RS Investors Fund	110
RS Global Natural Resources Fund	112
RS Small Cap Equity Fund	112
RS Large Cap Alpha Fund	112
RS Small Cap Growth Fund	114
RS Select Growth Fund	116
RS Mid Cap Growth Fund	116
RS Growth Fund	116
RS Technology Fund	116
RS International Growth Fund	118
RS Emerging Markets Fund	118
RS Investment Quality Bond Fund	118
RS Low Duration Bond Fund	118
RS High Yield Bond Fund	120
RS Tax-Exempt Fund	120

RS Partners Fund

RS Partners Fund is currently offered only to certain investors. See “Other Information About Purchasing Shares” in the Fund’s prospectus.

Investment Objective

The Fund’s investment objective is long-term growth. The Fund seeks to increase shareholder capital over the long term.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	1.00%	N/A	[            ]%	[            ]%	[            ]%	[            ]%

1 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee paid by Class Y shares of the Fund so that Class Y shares bear the same level of management fees as Class A shares of the Fund during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities of companies with market capitalizations of up to 120% of the market capitalization of the largest company included in the Russell 2000^® Index as of the most recent preceding June 30 (currently, approximately $[    ] billion, based on the size of the largest company

on June 30, 2009). The Fund typically invests most of its assets in securities of U.S. companies but may also invest any portion of its assets in foreign securities. The Fund is a non-diversified mutual fund.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects, is at least 50% greater than the current market price.

2 800-766-3863

Principal Investment Strategies (continued)

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund may at times, but will not necessarily, invest a substantial portion of its assets in securities of companies that the investment team considers to be principally engaged in natural resources industries. The Fund may at times invest a portion of its assets in debt securities and other income-producing securities. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries.

Principal Risks

You may 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 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.

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.

Small and Mid-sized Companies Risk

Small and mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that

industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Non-diversification Risk

A non-diversified fund is able to invest its assets in a more limited number of issuers than a diversifies fund, so a decline in the market value of a particular security may affect the Fund’s value more than if the Fund were a diversified fund.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects,

www.RSinvestments.com 3

RS Partners Fund

Principal Risks (continued)

changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “OtherInvestment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The chart and the table below provide some indication of the risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [             ]  [             ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (7/12/95)
Class Y Shares
Return Before Taxes	[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions	[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions and Sale of Fund Shares	[        ]%	[        ]%	[        ]%	[        ]%
Russell 2000® Value Index2 (reflects no deduction for fees, expenses or taxes)	[        ]%	[        ]%	[        ]%	[        ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The Russell 2000^® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with lower price-to-book ratios and lower forecasted growth values. (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.

er-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

4 800-766-3863

Fund Performance (continued)

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 Fund commenced investment operations July 12, 1995, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Partners Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the Fund’s investment team since 2006.

David J. Kelley has been a member of the Fund’s investment team since 2004.

Joseph Mainelli has been a member of the Fund’s investment team since May 2009.

Andrew P. Pilara, Jr. has been a member of the Fund’s investment team its inception.

Kenneth L. Settles, Jr., CFA has been a member of the Fund’s investment team since May 2009.

Joseph A. Wolf has been a member of the Fund’s

investment team since 2004.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

The Fund is currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. This limitation will preclude some existing shareholders of the Fund from making additional investments in the Fund. Contact RS Investments for more information.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Partners Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 5

RS Value Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.85%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) is imposed pursuant to a written agreement with RS Investments which is in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities that the Fund’s investment team believes are undervalued, of companies with market capitalizations between $1.0 billion and 120% of the market capitalization of the largest company included in the Russell Midcap^® Index on the last day of the most recent quarter (currently, approximately $[    ] billion, based on the

size of the largest company on March 31, 2010). The Fund typically invests most of its assets in securities of U.S. companies but may also invest any portion of its assets in foreign securities.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects, is at least 50% greater than the current market price.

6 800-766-3863

Principal Investment Strategies (continued)

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund may at times, but will not necessarily, invest a substantial portion of its assets in securities of companies that the investment team considers to be principally engaged in natural resources industries. The Fund may at times invest a portion of its assets in debt securities and other income-producing securities. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries.

Principal Risks

You may 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 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.

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.

Small and Mid-sized Companies Risk

Small and mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that

industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s

credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to

www.RSinvestments.com 7

RS Value Fund

Principal Risks (continued)

partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The chart and the table below provide some indication of the risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [             ]  [             ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (6/30/93)
Class Y Shares
Return Before Taxes	[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions	[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions and Sale of Fund Shares	[        ]%	[        ]%	[        ]%	[        ]%
Russell Midcap® Value Index2 (reflects no deduction for fees, expenses or taxes)	[        ]%	[        ]%	[        ]%	[        ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The Russell Midcap^® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap^® Index with lower price-to-book ratios and lower forecasted growth values. (The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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 Fund commenced investment operations June 30, 1993, with the offering of Class A shares, and

8 800-766-3863

Fund Performance (continued)

subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Value Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the Fund’s investment team since 2006.

David J. Kelley has been a member of the Fund’s investment team since 2004.

Joseph Mainelli has been a member of the Fund’s investment team since May 2009.

Andrew J. Pilara, Jr. has been a member of the Fund’s investment team since 2002.

Kenneth L. Settles, Jr., CFA has been a member of the Fund’s investment team since May 2009.

Joseph A. Wolf has been a member of the Fund’s investment team since 2004.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Value Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online

(www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 9

RS Large Cap Alpha Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses
Class Y Shares	0.50%	N/A	[            ]%	[            ]%

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses remain the same as those shown above under “Total Annual Fund Operating Expenses.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in companies considered by the Fund’s investment team at the time to be large-cap companies. The Fund’s investment team currently considers a company to be large-cap if its market capitalization is within the range of the Russell 1000^® Index as of the most recent preceding June 30. As of June 30, 2009, the market capitalization of companies in the Russell 1000^® Index ranged between approximately $[    ] million and $[    ] billion.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects, is at least 50% greater than the current market price.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

10 800-766-3863

Principal Investment Strategies (continued)

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund will typically invest principally in equity securities, but may invest any portion of its assets in debt securities and other income-producing securities. The Fund may at times, but will not necessarily, invest a substantial portion of its assets in securities of companies that the investment team considers to be principally engaged in natural resources industries. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries. The Fund may invest in securities of issuers located anywhere in the world and may invest any portion of its assets outside the United States.

Principal Risks

You may 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 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.

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.

Overweighting Risk

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

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s

credit quality.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the

www.RSinvestments.com 11

RS Large Cap Alpha Fund

Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The chart and the table below provide some indication of the risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the

successor to The Guardian Park Avenue 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. The Fund’s investment strategy and portfolio management team changed on March 30, 2009. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [        ]  [        ]%        Worst Quarter  [        ]  [        ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (6/1/72)
Class Y Shares
Return Before Taxes	[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions	[        ]%	[        ]%	[        ]%	[        ]%
Return After Taxes on Distributions and Sale of Fund Shares	[        ]%	[        ]%	[        ]%	[        ]%
Russell 1000® Value Index2 (reflects no deduction for fees, expenses or taxes)	[        ]%	[        ]%	[        ]%	N/A

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 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.

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.

12 800-766-3863

Fund Performance (continued)

The Fund commenced investment operations June 1, 1972, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

No since inception performance returns are shown for Russell 1000^® Value Index because the inception date of the Class A shares was prior to the inception date of the Russell 1000^® Value Index.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Large Cap Alpha Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the Fund’s investment team since March 2009.

David J. Kelley has been a member of the Fund’s investment team since March 2009.

Joseph Mainelli has been a member of the Fund’s investment team since March 2009.

Andrew P. Pilara, Jr. has been a member of the Fund’s investment team March 2009.

Kenneth L. Settles, Jr., CFA has been a member of the Fund’s investment team since March 2009.

Joseph A. Wolf has been a member of the Fund’s investment team since March 2009.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Large Cap Alpha Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 13

RS Investors Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	1.00%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1. An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) is imposed pursuant to a written agreement with RS Investments which is in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011, 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests in securities that the Fund’s investment team believes are undervalued. The Fund will typically invest most of its assets in equity securities of small-, mid-, or large-capitalization companies. The Fund may invest in securities of issuers located anywhere in the world and may invest any portion of its assets outside the United States. The Fund is a non-diversified mutual fund, and the Fund will likely hold a

more limited number of securities than many other mutual funds. The Fund’s investment team currently expects that the Fund will normally hold between 20 and 40 securities positions.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research to identify companies with improving returns on investment capital. The investment team’s research efforts seek to deconstruct and identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, operating initiatives, and share repurchase/dividend plans, as the Fund’s investment team seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. The investment team seeks to invest in companies when the investment team’s calculation of long-term value, reflecting its future prospects, is at least 50% greater than the current market price.

Although the Fund’s investment team may consider the factors previously described in purchasing or selling

14 800-766-3863

Principal Investment Strategies (continued)

investments for the Fund, it 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.

The Fund may at times, but will not necessarily, hold a substantial portion of its assets in cash and cash equivalents.

The Fund will typically invest principally in equity securities but may invest any portion of its assets in debt securities and other income-producing securities. The Fund will invest only in debt securities issued or guaranteed as to principal or interest by the U.S. government or its agencies or instrumentalities or in other debt securities rated “investment-grade.” [An investment-grade security is one that is rated by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Group, Baa or BBB, respectively, or higher or, if unrated, that has been determined by the investment team to be of comparable quality.] The Fund may invest a portion of its assets in master limited partnership (“MLP”) units, including MLPs engaged primarily in natural resources industries.

Principal Risks

You may 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 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.

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.

Small and Mid-sized Companies Risk

Small and mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Limited Portfolio/Non-diversification Risk

A non-diversified fund is able to invest its assets in a more limited number of issuers than a diversified fund, so a decline in the market value of a particular security may affect the Fund’s value more than if the Fund were a diversified fund.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

www.RSinvestments.com 15

RS Investors Fund

The chart and the table on the next page provide some indication of the risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [            ] [            ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	Since Inception1 (11/15/05)
Class Y Shares
Return Before Taxes	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%
Russell 3000® Value Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The Russell 3000^® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 3000^® Index 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.

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 Fund commenced investment operations November 15, 2005, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

16 800-766-3863

Fund Performance

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

RS Investors Fund’s investments are team-managed by members of the RS Value Team; no single individual is responsible for stock selection. The following list comprises six of the members of the investment team.

MacKenzie B. Davis, CFA has been a member of the investment team since 2006.

David J. Kelley has been a member of the investment team since its inception.

Joseph Mainelli has been a member of the investment team since May 2009.

Andrew P. Pilara, Jr. has been a member of the investment team since its inception.

Kenneth L. Settles, Jr., CFA has been a member of the investment team since May 2009.

Joseph A. Wolf has been a member of the investment team since its inception.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Investors Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 17

RS Global Natural Resources Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	1.00%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee paid by Class Y shares of the Fund so that Class Y shares bear the same level of management fees as Class A shares of the Fund during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in securities of companies that the Fund’s investment team considers to be principally engaged in natural resources industries. The Fund may at times invest a portion of its assets in debt securities and other income-producing securities. The Fund may invest a portion of its assets in master limited partnership (“MLP”) units. The Fund may invest in securities of issuers located anywhere in the world and normally

will invest in securities of companies located in at least three countries, which may include the United States.

In evaluating investments for the Fund, the Fund’s investment team conducts rigorous fundamental research focused on what the Fund’s investment team believes to be low-cost producing companies with “advantaged assets” that have the potential to create value across a commodity cycle irrespective of changes in commodity prices. The Fund’s investment team utilizes an excess Return on Invested Capital (ROIC) measure which it believes advantaged producers are able to generate at all points of a commodity price cycle. The Fund’s investment team seeks to invest in high quality management teams that are committed to a cash flow return methodology and focuses on understanding and evaluating a management team’s capital deployment philosophy.

Companies in natural resources industries include companies that the Fund’s investment team considers to be principally engaged in the discovery, development, production, or distribution of natural resources; the development of technologies for the production or

18 800-766-3863

Principal Investment Strategies (continued)

efficient use of natural resources; or the furnishing of related supplies or services. Natural resources may include, for example, energy sources, precious and other metals, forest products, real estate, food and agriculture, and other basic commodities.

A particular company will be considered to be principally engaged in natural resources industries if at the time of investment at least 50% of the company’s assets, gross income, cash flow, or net profits is, in the Fund’s investment team’s judgment, committed to, or derived from, those industries. A company will also be considered to be principally engaged in natural resources industries if the Fund’s investment team believes that the company has the potential for capital appreciation primarily as a result of particular products, technology, patents, or other market advantages in natural resources industries.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

Since its inception, the Fund frequently has held a substantial portion of its assets, at times equaling or exceeding 25%, in cash and cash equivalents. The Fund may, but will not necessarily, do so in the future.

Principal Risks

You may 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 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.

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.

Natural Resources Investment Risk

Investment in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in

energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. The Fund may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. The Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code, and it is possible that such investments could cause the Fund to fail to qualify for favorable tax treatment under the Code.

Small and Mid-sized Companies Risk

Small and mid-sized 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.

Concentration Risk

Concentrating investments in the natural resources sector increases the risk of loss because the stocks of many or all of the companies in the sector may decline in value due to developments adversely affecting the sector. In addition, investors may buy or sell substantial amounts of the Fund’s shares in response to factors affecting or expected to affect the natural resources sector, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they were to cause the Fund’s cash position or cash requirements to exceed normal levels.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic risks not present in domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as

www.RSinvestments.com 19

RS Global Natural Resources Fund

Principal Risks (continued)

changes in currency exchange rates and the risk that a foreign government could regulate foreign exchange transactions. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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 two broad measures of market performance. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

20 800-766-3863

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (11/15/95)
Class Y Shares
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Natural Resources Sector Index™2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	N/A
S&P 500® Index3 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The S&P North American Natural Resources Sector Index™ (formerly the S&P GSSI™ Natural Resources Index) is a modified cap-weighted index designed as a benchmark for U.S.-traded securities in the natural resources sector. The index includes companies involved in the following categories: extractive industries, energy companies, owners and operators of timber tracts, forestry services, producers of pulp and paper, and owners of plantations. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

3 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.

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 Fund commenced investment operations November 15, 1995, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account

differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

No since inception performance returns are shown for the S&P North American Natural Resources Sector Index™ because the inception date for Class A shares was prior to the inception date of the S&P North American Natural Resources Sector Index™.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

MacKenzie B. Davis, CFA has been a co-portfolio manager of the Fund since 2005.

Andrew P. Pilara, Jr. has managed the Fund since its inception.

Kenneth L. Settles, Jr., CFA has been a co-portfolio manager of the Fund since 2007.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Global Natural Resources Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

www.RSinvestments.com 21

RS Global Natural Resources Fund

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

22 800-766-3863

RS Small Cap Growth Fund

Investment Objective

Capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Acquired Fund Fees And Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.95%	N/A	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%

1 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee paid by Class Y shares of the Fund so that Class Y shares bear the same level of management fees as Class A shares of the Fund (which are offered through a separate prospectus) during the period. The amount of the management fee waiver for Class Y shares shown in the table is based on the amount of the management fee waiver for Class A shares set forth in the fee table for Class A shares. The management fee waiver for Class Y shares may be greater or less than the amount shown in the table based on the actual expenses incurred by Class A shares during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011, 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in small-capitalization companies. The Fund’s investment team defines small-capitalization companies as companies with market capitalizations (at the time of purchase) of up to 120% of the market capitalization of the largest company included in the Russell 2000^® Index as of the most recent preceding June 30

(currently, approximately $[    ] billion, based on the size of the largest company on June 30, 2009).

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling

www.RSinvestments.com 23

RS Small Cap Growth Fund

Principal Investment Strategies (continued)

investments for the Fund, it 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.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

24 800-766-3863

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [            ]  [             ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (11/30/87)
Class Y Shares	[    ]%	[    ]%	[    ]%	[    ]%
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The Russell 2000^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth values. (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.

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 Fund commenced investment operations November 30, 1987, with the offering of Class A shares, and subsequently offered Class Y shares on

May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC (“RS Investments”)

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since 2007.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since 2007.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2007.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since 2007.

www.RSinvestments.com 25

RS Small Cap Growth Fund

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Small Cap Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

26 800-766-3863

RS Select Growth Fund

Investment Objective

Long-term capital growth.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	1.00%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee paid by Class Y shares of the Fund so that Class Y shares bear the same level of management fees as Class A shares of the Fund (which are offered through a separate prospectus) during the period. The amount of the management fee waiver for Class Y shares shown in the table is based on the amount of the management fee waiver for Class A shares set forth in the fee table for Class A shares. The management fee waiver for Class Y shares may be greater or less than the amount shown in the table based on the actual expenses incurred by Class A shares during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund typically invests in a portfolio of small- and mid-capitalization growth-oriented companies. Although the Fund is a diversified mutual fund, the Fund will likely hold a limited number of securities. The Fund’s investment team currently expects that the Fund will normally hold between 40 and 60 securities positions.

The Fund invests principally in equity securities of companies with market capitalizations (at the time of purchase) of up to 120% of the market capitalization of the largest company included in the Russell 2500^® Index as of the most recent preceding June 30 (currently, approximately $[    ] billion, based on the size of the largest company on June 30, 2009). The Fund may hold investments in companies whose market capitalizations exceed the preceding parameter due to appreciation or acquisitions by those companies after the Fund’s purchase of their securities.

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth,

www.RSinvestments.com 27

RS Select Growth Fund

Principal Investment Strategies (continued)

expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

Small and Mid-sized Companies Risk

Small and mid-sized 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.

Limited Portfolio Risk

To the extent the Fund invests its assets in a more limited number of issuers than most other mutual funds, a decline in the market value of a particular security may affect the Fund’s value more than if the Fund invested in a larger number of issuers.

Overweighting Risk

Overweighting investments in an industry or group of industries increases the risk of loss because the stocks of many or all of the companies in the industry

or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks of investing in the Fund by showing changes in the Fund’s performance

28 800-766-3863

Fund Performance (continued)

from year to year and by comparing the Fund’s returns with those of two broad measures of market performance. The bar chart shows changes in the performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the performance of the Fund’s Class A shares with two broad-based market indexes. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Performance information is not presented for Class Y shares of the Fund because, as of the date of this prospectus, they do not

have a full calendar year of performance. Prior to May 1, 2007, the Fund was known as “RS Diversified Growth Fund.” Since May 1, 2007, the Fund has been managed by a different portfolio management team and it has generally invested in a portfolio of fewer stocks than previously. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst  Quarter   [             ]  [            ]%

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years	10 Years	Since Inception (8/1/96)
Class A Shares1
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2500® Growth Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index3 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns have been adjusted to reflect that Class Y shares are not subject to any sales load.

2 The Russell 2500^® Growth Index measures the performance of those Russell 2500^® companies with higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

3 The Russell 2000^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth values. (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

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 Fund commenced investment operations August 1, 1996, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2009. Class A shares represent an investment in the same portfolio of securities as Class Y shares. Annual returns of the two classes of shares would differ to the extent that Class Y shares do not have then same expenses as Class A shares. Expenses of Class Y shares are expected to be lower than the expenses of Class A

www.RSinvestments.com 29

RS Select Growth Fund

Fund Performance (continued)

shares because, among other things, Class Y shares do not pay 12b-1 fees. In addition, Class A shares are subject to an initial sales load of up to 4.75%; Class Y shares are not subject to any sales load.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since 2007.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since 2007.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2007.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since 2007.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Select Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

30 800-766-3863

RS Mid Cap Growth Fund

Investment Objective

Long-term capital growth.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.85%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee paid by Class Y shares of the Fund so that Class Y shares bear the same level of management fees as Class A shares of the Fund (which are offered through a separate prospectus) during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities. The Fund normally invests at least 80% of its net assets in companies considered by the Fund’s investment team at the time to be mid-cap companies. The Fund’s investment team currently considers a company to be a mid-cap company if the company has a market capitalization of at least $1.5 billion and at most 120% of the market capitalization of the largest company included in the Russell Midcap^® Index on the last day of

the most recent quarter (currently, approximately $[    ] billion, based on the size of the largest company on March 31, 2010).

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling

www.RSinvestments.com 31

RS Mid Cap Growth Fund

Principal Investment Strategies (continued)

investments for the Fund, it 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. The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

Mid-sized Companies Risk

Mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

32 800-766-3863

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst  Quarter  [             ]  [            ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (7/12/95)
Class Y Shares
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Russell Midcap® Growth Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The Russell Midcap^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap^® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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 Fund commenced investment operations July 12, 1995, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J, Bishop has been a co-portfolio manager of the Fund since 2008.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since 2008.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2008.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since 2008.

www.RSinvestments.com 33

RS Mid Cap Growth Fund

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Mid Cap Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

34 800-766-3863

RS Growth Fund

Investment Objective

Long-term capital growth.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.80%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1 RS Investments has contractually agreed through April 30, 2011, to reduce its management fee paid by Class Y shares of the Fund so that Class Y shares bear the same level of management fees as Class A shares of the Fund (which are offered through a separate prospectus) during the period.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities of companies considered by the Fund’s investment team at the time to be large-cap companies. The Fund’s investment team currently considers a company to be large-cap if its market capitalization is within the range of the Russell 1000^® Index as of June 30 of each year. As of June 30, 2009, the market capitalization of companies in the Russell 1000^® Index ranged between approximately $[    ] million and $[    ] billion.

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it may purchase, sell, or continue to hold an investment for the Fund whenever it believes that doing so may benefit the Fund or on

www.RSinvestments.com 35

RS Growth Fund

Principal Investment Strategies (continued)

the basis of any of the factors described above or any other factors it may at its discretion consider.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

Mid-sized Companies Risk

Mid-sized 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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES)

36 800-766-3863

Fund Performance (continued)

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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst  Quarter   [             ]  [            ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (5/12/92)
Class Y Shares
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Russell 1000® Growth Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The Russell 1000^® Growth 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 higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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 Fund commenced investment operations May 12, 1992, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since May 2009.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since May 2009.

Allison K. Thacker has been a co-portfolio manager of the Fund since May 2009.

www.RSinvestments.com 37

RS Growth Fund

Management of the Fund (continued)

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since May 2009.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

38 800-766-3863

RS Technology Fund

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses
Class Y Shares	1.00%	N/A	[    ]%	[    ]%

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expense remain the same as those shown above under “Total Annual Fund Operating Expenses.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests principally in equity securities. The Fund normally invests at least 80% of its net assets in technology companies. The Fund may invest in companies of any size. The Fund typically invests most of its assets in securities of U.S. companies but may also invest any portion of its assets in foreign securities.

The Fund’s investment team performs in-depth analysis in search of what it believes are innovative companies that drive market share gains in technology, leading to sustainable earnings growth and long-term stock price appreciation. The Fund’s investment

team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates with greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

A particular company will be considered to be in the technology sector if, at the time of investment, at least 50% of the company’s assets, gross income, or net profits are, in the investment team’s judgment, committed to, or derived from, industries in the technology sector. A company will also be considered to be in the technology sector if the Fund’s investment team considers that the company has the potential for capital appreciation primarily as a result of particular

www.RSinvestments.com 39

RS Technology Fund

Principal Investment Strategies (continued)

products, technology, patents, or other market advantages in those industries.

Although the investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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 that of any of the factors described above or any other factors it may at its discretion consider.

In recent periods, the Fund has frequently held a substantial portion of its assets in cash and cash equivalents. The Fund may, but will not necessarily, do so in the future.

Principal Risks

You may 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 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.

Investment Style Risk

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

Small and Mid-sized Companies Risk

Small and mid-sized 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.

Concentration Risk

Concentrating investments in the natural resources sector increases the risk of loss because the stocks of many or all of the companies in the sector may decline in value due to developments adversely affecting the sector. In addition, investors may buy or sell substantial amounts of the Fund’s shares in response to factors affecting or expected to affect the natural resources sector, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they were to cause the Fund’s cash position or cash requirements to exceed normal levels.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any

general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

40 800-766-3863

Fund Performance

The chart and the table below provide some indication of the risks 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 two broad measures of market performance. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst  Quarter   [             ]  [            ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (11/15/95)
Class Y Shares
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
S&P North American Technology Sector Index™2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%
S&P 500® Index3 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The S&P North American Technology Sector Index™ (formerly S&P GSTI^TM Composite Index) is a modified capitalization-weighted index based on a universe of technology-related stocks. Index results do not assume the reinvestment of dividends paid on the stocks constituting the index.

3 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.

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 Fund commenced investment operations November 15, 1995, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of

www.RSinvestments.com 41

RS Technology Fund

Fund Performance (continued)

0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since 2001.

Allison K. Thacker has been a co-portfolio manager of the Fund since 2003.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Technology Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

42 800-766-3863

RS Small Cap Equity Fund

Shares of the Fund may be purchased only by shareholders who held shares of the Fund as of the close of business on April 16, 2009.

Investment Objective

Long-term capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses
Class Y Shares	0.75%	N/A	[    ]%	[    ]%

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expense remain the same as those shown above under “Total Annual Fund Operating Expenses.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

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’s investment team 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 March 31, 2010, the market capitalization of companies in the Russell 2000^® Index ranged between approximately $[    ] million and $[    ] billion.

The Fund’s investment team performs in-depth analysis in search of companies the investment team believes have competitive advantages and the potential for sustainable long-term earnings growth. It employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that the investment team believes have greater earnings potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: strong organic revenue growth, expanding margins and profitability, defensible competitive advantages, growing market share and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on the investment team’s expectation of the potential reward relative to risk of each security based on the investment team’s proprietary earnings calculations.

www.RSinvestments.com 43

RS Small Cap Equity Fund

Principal Investment Strategies (continued)

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Principal Risks

You may 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 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.

Investment Style Risk

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

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 group of industries increases the risk of loss because the stocks of many or all of the companies in the industry or group of industries may decline in value due to developments adversely affecting the industry or group of industries.

Underweighting Risk

If the Fund underweights its investment in an industry or group of industries, the Fund will participate in any general increase in the value of companies in that industry or group of industries less than if it had invested more of its assets in that industry or group of industries.

Technology Investment Risk

Investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change,

changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Cash Position Risk

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

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. The Fund is the successor to The Guardian Park Avenue Small Cap 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 the table on the next page includes that of the Predecessor Fund for periods prior to October 9, 2006. The Fund’s investment strategy and portfolio management team changed on April 16, 2009. THE FUND’S PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS

44 800-766-3863

Fund Performance (continued)

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 PER -

FORMANCE AFTER THE PERIODS SHOWN MAY DIFFER SIGNIFICANTLY FROM ITS PERFORMANCE DURING THE PERIODS SHOWN. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Annual Return for Class Y Shares¹ (calendar year-end)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst  Quarter   [             ]  [            ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years1	10 Years1	Since Inception1 (5/1/97)
Class Y Shares
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Russell 2000® Growth Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns for the periods prior to May 1, 2007, reflect performance of the Fund’s Class A shares, which represents an investment in the same portfolio of securities, but are not being offered in this Prospectus.

2 The Russell 2000^® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000^® Index with higher price-to-book ratios and higher forecasted growth values. (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.

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 Fund commenced investment operations May 1, 1997, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2007. Performance shown for Class Y shares reflects the performance of the Fund’s Class A shares for periods prior to the Class Y shares’ offering. Blended class performance has been adjusted to take into account differences in sales load applicable to these share classes (Class A shares charge a sales load and Class Y shares do not charge a sales load), but has not been adjusted to take into account differences in class-specific operating expenses (such as Rule 12b-1 fees; Class A shares pay a 12b-1 fee of 0.25% and Class Y shares do not pay a 12b-1 fee). Because Class Y shares’ operating expenses are lower than Class A shares’ historical operating expenses, historical performance of Class A shares is likely lower than what the performance of Class Y shares would have been during that period.

www.RSinvestments.com 45

RS Small Cap Equity Fund

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Team

Stephen J. Bishop has been a co-portfolio manager of the Fund since April 2009.

Melissa Chadwick-Dunn has been a co-portfolio manager of the Fund since April 2009.

Allison K. Thacker has been a co-portfolio manager of the Fund since April 2009.

D. Scott Tracy, CFA has been a co-portfolio manager of the Fund since April 2009.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Small Cap Equity Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

46 800-766-3863

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.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses
Class Y Shares	0.80%	N/A	[    ]%	[    ]%

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expense remain the same as those shown above under “Total Annual Fund Operating Expenses.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Baillie Gifford Limited (“GBG”) to act as sub adviser to the Fund. GBG has engaged Baillie Gifford Overseas Limited (“BG Overseas”) to act as sub-sub adviser to the Fund.

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, the Fund’s

investment team normally takes into account the industry and country allocations in the Morgan Stanley Capital International (“MSCI”) 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. The Fund may invest up to 20% (measured at the time of purchase) of its total assets in countries in emerging markets when BG Overseas believes it would be appropriate to do so.

The Fund’s investment team uses rigorous fundamental research and a bottom-up, stock-driven approach to country and asset allocation, with the objective of making long-term investments in companies it believes can sustain above-average growth rates and trade at a reasonable prices. The investment team 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. Some of the fundamental factors that the team considers when analyzing companies are: earnings growth, cash flow growth, profitability, debt and interest cover, and

www.RSinvestments.com 47

RS International Growth Fund

Principal Investment Strategies (continued)

valuation. To determine how to allocate the Fund’s assets geographically, the Fund’s investment team 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.

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 use forward foreign-currency exchange contracts. 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.

As a temporary defensive measure, if the Fund’s investment team believes that 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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 Risks

You may 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 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, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Currency Risk

Investments in foreign securities are often denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions. The use of foreign exchange transactions 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.

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.

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, among others, greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market country’s dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, companies that are newly organized and small, differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers, and less developed legal systems. These factors can make emerging market investments more volatile and less liquid than investments in developed markets.

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

48 800-766-3863

Principal Risks (continued)

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

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies and Risks” beginning on page 84 and “Other Investment Strategies and Risks” beginning on page 91 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 risks 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 two broad measures of market performance. The bar chart shows changes in the performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the performance of the Fund’s Class A shares with two broad-based market indexes. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Performance information is not presented for Class Y shares of the Fund because, as of the date of this prospectus, they do not have a full calendar year of performance. The Fund is the successor to The Guardian Baillie Gifford International Growth Fund, a mutual fund with substantially similar investment objectives, strategies, and policies (the “Predecessor Fund”). The performance of the Fund provided in the chart below and the table on the next page includes that of the Predecessor Fund for periods prior to October 9, 2006. 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)

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [                    ]  [        ]%         Worst Quarter  [                    ]  [        ]%

www.RSinvestments.com 49

RS International Growth Fund

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Baillie Gifford Limited (“GBG”)

Investment Sub-subadviser

Baillie Gifford Overseas Limited (“BG Overseas”)

Investment Team

James Anderson has been a member of the investment team of the Fund since October 2009.

Tim Campbell has been a member of the investment team of the Fund since October 2009.

John Carnegie has been a member of the investment team of the Fund since October 2009.

Tom Coutts has been a member of the investment team of the Fund since October 2009.

David Salter has been a member of the investment team of the Fund since October 2009.

Kavé Sigaroudinia has been a member of the investment team of the Fund since October 2009.

Nick Thomas, CFA has been a member of the investment team of the Fund since October 2009.

Sarah Whitley has been a member of the investment team of the Fund since October 2009.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS International Growth Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years	10 Years	Since Inception (2/16/93)
Class A Shares1
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Growth Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EAFE Index3 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns have been adjusted to reflect that Class Y shares are not subject to any sales load.

2 The Morgan Stanley Capital International (MSCI) Growth Index for Europe, Australasia, and Far East (EAFE) 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.

3 The Morgan Stanley Capital International (MSCI) Index for Europe, Australasia, and Far East (EAFE) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. Index results assume the reinvestment of dividends paid on the stocks constituting the index.

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 Fund commenced investment operations February 16, 1993, with the offering of Class A shares, and subsequently offered Class Y shares on March 9, 2009. Class A shares represent an investment in the same portfolio of securities as Class Y shares. Annual returns of the two classes of shares would differ to the extent that Class Y shares do not have then same expenses as Class A shares. Expenses of Class Y shares are expected to be lower than the expenses of Class A shares because, among other things, Class Y shares do not pay 12b-1 fees. In addition, Class A shares are subject to an initial sales load of up to 4.75%; Class Y shares are not subject to any sales load.

50 800-766-3863

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 51

RS Emerging Markets Fund

RS Emerging Markets Fund is currently offered only to certain investors. See “Other Information About Purchasing Shares” in the Fund’s prospectus.

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.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses
Class Y Shares	1.00%	N/A	[    ]%	[    ]%

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expense remain the same as those shown above under “Total Annual Fund Operating Expenses.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Baillie Gifford Limited (“GBG”) to act as sub adviser to the Fund. GBG has engaged Baillie Gifford Overseas Limited (“BG Overseas”) to act as sub-sub adviser to the Fund.

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, the Fund’s investment team takes into account the industry and country allocations in the Morgan Stanley Capital International (“MSCI”) Emerging Markets Free (“EMF”) Index.

52 800-766-3863

Principal Investment Strategies (continued)

The Fund’s investment team uses rigorous fundamental research and a bottom-up, stock-driven approach to country and asset allocation, with the objective of making long-term investments in companies it believes can sustain above-average growth rates and trade at a reasonable prices. The investment team 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. Some of the fundamental factors that the team considers when analyzing companies are: earnings growth, cash flow growth, profitability, debt and interest cover, and valuation.

The Fund may invest up to 20% of its 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 use forward foreign-currency exchange contracts.

As a temporary defensive strategy, the Fund may significantly change its portfolio if the Fund’s investment team 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, non-convertible 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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 Risks

You may 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 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, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Currency Risk

Investments in foreign securities are often denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions. The use of foreign exchange transactions 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, among others, greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market country’s dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, companies that are newly organized and small, differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers, and less developed legal systems. These factors can make emerging market investments more volatile and less liquid than investments in developed markets.

www.RSinvestments.com 53

RS Emerging Markets Fund

Principal Risks (continued)

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.

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 changes in response to changes in interest rates and depends on the issuer’s credit quality.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the performance of the Fund’s Class A shares with a broad-based market index. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Performance information is not presented for Class Y shares of the Fund because, as of the date of this prospectus, they do not have a full calendar year of performance. The Fund is the successor to The Guardian Baillie Gifford Emerging Markets 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 the table on the next page includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

54 800-766-3863

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [                    ]  [        ]%         Worst Quarter  [                    ]  [        ]%

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years	10 Years	Since Inception (5/1/97)
Class A Shares1
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
MSCI EMF Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns have been adjusted to reflect that Class Y shares are not subject to any sales load.

2 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.

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 Fund commenced investment operations May 1, 1997, with the offering of Class A shares, and subsequently offered Class Y shares on March 9, 2009. Class A shares represent an investment in the same portfolio of securities as Class Y shares. Annual returns of the two classes of shares would differ to the extent that Class Y shares do not have then same expenses as Class A shares. Expenses of Class Y shares are expected to be lower than the expenses of Class A shares because, among other things, Class Y

shares do not pay 12b-1 fees. In addition, Class A shares are subject to an initial sales load of up to 4.75%; Class Y shares are not subject to any sales load.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Sub-Adviser

Guardian Baillie Gifford Limited (“GBG”)

Investment Sub-subadviser

Baillie Gifford Overseas Limited (“BG Overseas”)

Investment Team

Edward H. Hocknell has been a member of the investment team of the Fund since its inception.

Richard E. Sneller has been a member of the investment team of the Fund since its inception.

William Sutcliffe has been a member of the investment team of the Fund since 2001.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

The Fund is currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. This limitation will preclude some existing shareholders of the Fund from making additional investments in the Fund. Contact RS Investments for more information.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Emerging Markets Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online

www.RSinvestments.com 55

RS Emerging Markets Fund

Purchase and Sale of Fund Shares (continued)

(www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

56 800-766-3863

RS Investment Quality Bond Fund

Investment Objective

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

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.50%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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.

The Fund’s investment team 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, the Fund’s investment team selects individual securities by considering the yield paid by the security, potential appreciation in the value of the security, 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

www.RSinvestments.com 57

RS Investment Quality Bond Fund

Principal Investment Strategies (continued)

of five years would be expected to fall approximately 5% if rates were to rise by one percentage point.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

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 at least two of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group, or Fitch Investors Service, Inc. as, Baa, BBB or BBB, respectively, or higher or, if unrated, that has been determined by the Fund’s investment team 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.

The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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.

58 800-766-3863

Principal Risks (continued)

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced annual portfolio turnover in excess of 100% and will likely experience high portfolio turnover rates in the future.

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the performance of the Fund’s Class A shares with a broad-based market index. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Performance information is not presented for Class Y shares of the Fund because, as of the date of this prospectus, they do not have a full calendar year of performance. The Fund is the successor to The Guardian Investment Quality Bond Fund, a mutual fund with substantially similar investment objectives, strategies, and policies (the “Predecessor Fund”). The performance of the Fund provided in the chart below and the table on the next page includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [                    ]  [        ]%         Worst Quarter    [                    ]  [        ]%

www.RSinvestments.com 59

RS Investment Quality Bond Fund

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years	10 Years	Since Inception (2/16/93)
Class A Shares1
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Aggregate Bond Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns have been adjusted to reflect that Class Y shares are not subject to any sales load.

2 The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that is generally considered to be representative of U.S. bond market activity.

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 Fund commenced investment operations February 16, 1993, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2009. Class A shares represent an investment in the same portfolio of securities as Class Y shares. Annual returns of the two classes of shares would differ to the extent that Class Y shares do not have then same expenses as Class A shares. Expenses of Class Y shares are expected to be lower than the expenses of Class A shares because, among other things, Class Y shares do not pay 12b-1 fees. In addition, Class A shares are subject to an initial sales load of up to 3.75%; Class Y shares are not subject to any sales load.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC (“GIS”)

Investment Team

Howard W. Chin has been a co-portfolio manager of the Fund since 1998.

Robert J. Crimmins, Jr. has been a co-portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Investment Quality Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

60 800-766-3863

RS Low Duration Bond Fund

Investment Objective

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

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.45%	N/A	[    ]%	[    ]%	[    ]%	[    ]%

1 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate was higher during the last fiscal year than in previous years due to the Fund’s investments in repurchase agreements [and other instruments] used to invest cash in the Fund’s portfolio on a short-term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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.

The Fund’s investment team 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 the investment team believes to be their attractiveness relative to one another.

Within sector allocations, the Fund’s investment team selects individual securities by considering 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 tends to have an average duration within a range of one to three years and an average maturity of one and three years. The Fund seeks to maintain a

www.RSinvestments.com 61

RS Low Duration Bond Fund

Principal Investment Strategies (continued)

low duration but may lengthen or shorten its duration within that range to reflect changes in the overall composition of the short-term investment-grade debt markets. 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

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 at least two of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group, or Fitch Investors Service, Inc. as, Baa, BBB or BBB, respectively, or higher or, if unrated, that has been determined by the Fund’s investment team 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.

The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any

maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

62 800-766-3863

Principal Risks (continued)

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. In recent periods, the Fund has experienced portfolio turnover in excess of 300% and will likely experience high portfolio turnover rates in the future.

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.

Derivatives Risk

Derivative transactions can create investment 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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the performance of the Fund’s Class A shares with a broad-based market index. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Performance information is not presented for Class Y shares of the Fund because, as of the date of this prospectus, they do not have a full calendar year of performance. The Fund is the successor to The Guardian Low Duration Bond Fund, a mutual fund with substantially similar investment objectives, strategies, and policies (the “Predecessor Fund”). The performance of the Fund provided in the chart below and the table on the next page includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter   [                    ]  [        ]%         Worst Quarter  [                    ]  [        ]%

www.RSinvestments.com 63

RS Low Duration Bond Fund

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years	Since Inception (7/30/03)
Class A Shares1
Return Before Taxes	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Government 1-3 Year Bond Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%

1 Returns have been adjusted to reflect that Class Y shares are not subject to any sales load.

2 The Barclays Capital 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.

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 Fund commenced investment operations July 30, 2003, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2009. Class A shares represent an investment in the same portfolio of securities as Class Y shares. Annual returns of the two classes of shares would differ to the extent that Class Y shares do not have then same expenses as Class A shares. Expenses of Class Y shares are expected to be lower than the expenses of Class A shares because, among other things, Class Y shares do not pay 12b-1 fees. In addition, Class A shares are subject to an initial sales load of up to 2.25%; Class Y shares are not subject to any sales load.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC (“GIS”)

Investment Team

Howard W. Chin has been a co-portfolio manager of the Fund since 2003.

Robert J. Crimmins, Jr. has been a co-portfolio manager of the Fund since 2004.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Low Duration Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

64 800-766-3863

RS High Yield Bond Fund

Investment Objective

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

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.60%	N/A	[            ]%	[            ]%	[            ]%	[            ]%

1 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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 the Fund’s investment team to be of comparable quality.

The Fund’s investment team considers several factors relating to the issuer in purchasing and selling securities relative to the price of the security, such as the earnings patterns, the financial history, the management structure, and the general prospects. The Fund’s investment team 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

www.RSinvestments.com 65

RS High Yield Bond Fund

Principal Investment Strategies (continued)

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. or Standard & Poor’s Ratings Group Ba1 or BB+, respectively, or lower or, if unrated, has been determined by the Fund’s investment team 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, re-capitalizations, 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, interest rate swap agreements, credit default swaps, loan credit default swaps, credit default index swaps and loan credit default index swaps, 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.

The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid

the receipt of material non-public information about the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

Principal Risks

You may 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 as follows.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

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

66 800-766-3863

Principal Risks (continued)

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.

Derivatives Risk

Derivative transactions can create investment 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.

Credit Derivatives Risk

The Fund may enter into credit derivatives, including credit default swaps and credit default index investments. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and 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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “OtherInvestment Strategies and Risks” in the Fund’s prospectus 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 risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the performance of the Fund’s Class A shares with a broad-based market index. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Performance information is not presented for Class Y shares of the Fund because, as of the date of the Fund’s prospectus, they do not have a full calendar year of performance. 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 Fund”). The performance of the Fund provided in the chart below and the table on the next page includes that of the Predecessor Fund for periods prior to October 9, 2006. 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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

www.RSinvestments.com 67

RS High Yield Bond Fund

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years	10 Years	Since Inception (9/1/98)
Class A Shares1
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital U.S. Corporate High-Yield Bond Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns have been adjusted to reflect that Class Y shares are not subject to any sales load.

2 The Barclays Capital U.S. Corporate High-Yield Bond 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.

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 Fund commenced investment operations September 1, 1998, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2009. Class A shares represent an investment in the same portfolio of securities as Class Y shares. Annual returns of the two classes of shares would differ to the extent that Class Y shares do not have then same expenses as Class A shares. Expenses of Class Y shares are expected to be lower than the expenses of Class A shares because, among other things, Class Y shares do not pay 12b-1 fees. In addition, Class A shares are subject to an initial sales load of up to 3.75%; Class Y shares are not subject to any sales load.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC (“RS Investments”)

Investment Subadviser

Guardian Investor Services LLC (“GIS”)

Investment Team

Kevin Booth, CFA has been a member of the investment team of the Fund since November 2009.

Marc Gross has been a member of the investment team of the Fund since 2008.

Howard G. Most has been a member of the investment team of the Fund since 2008.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS High Yield Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

68 800-766-3863

RS Tax-Exempt Fund

Investment Objective

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

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Annual Fund Operating Expenses1	Fee Waiver/ Expense Limitation1	Net Expenses1
Class Y Shares	0.50%	N/A	[            ]%	[            ]%	[            ]%	[            ]%

1 An expense limitation with respect to the Fund’s Total Annual Fund Operating Expenses is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year

3 Years

5 Years

10 Years

Class Y Shares

$

[

]

$

[

]

$

[

]

$

[

]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [        ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investments, the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. 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”).

The Fund’s investment team allocates the Fund’s investments among a diversified portfolio of investment- grade municipal obligations and will invest primarily in municipal securities with remaining maturities of between seven and 25 years. As of March 31, 2010, the Fund’s dollar weighted average maturity was [    ] years. The Fund’s investment team may, however, invest in municipal obligations with remaining maturities outside of that range based on its analysis of the market and the economy.

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 primarily 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 in -

www.RSinvestments.com 69

Principal Investment Strategies (continued)

strumentalities. Types of municipal obligations in which the Fund may invest include:

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

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

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

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

n 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. [An investment-grade security is one that is rated Baa by Moody’s Investors Service, Inc., or BBB by Standard & Poor’s Ratings Group or Fitch, Inc., or higher, or, if unrated, has been determined by the Fund’s investment team to be of comparable quality.] The Fund may invest up to 10% of its assets in below-investment grade or unrated municipal obligations that the Fund’s investment team 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 without limit in municipal obligations (described above) that pay interest from similar revenue sources or securities of issuers within 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.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Municipal Obligations Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

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.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus 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 risks 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 performance of the Fund’s Class A shares for the past 10 calendar years. The returns in the bar chart do not reflect the impact of sales loads. If they did, the returns would be lower than those shown. The table compares the performance of the Fund’s Class A shares with a broad-based market index. Generally, the calculations of total return in the chart and table assume the reinvestment of all dividends and capital gain distributions. Performance information is not presented for Class Y shares of the Fund because, as of the date of this prospectus, they do not have a full calendar year of per -

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RS Tax-Exempt Fund

Fund Performance (continued)

formance. The Fund is the successor to The Guardian Tax-Exempt 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 the table below includes that of the Predecessor Fund for periods prior to October 9, 2006. THE FUND’S PAST PER FORMANCE (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. Updated performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

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

[**To be updated with bar chart reflecting annual performance through 12/31/2009**]

Best Quarter  [            ]  [            ]%        Worst Quarter  [            ]  [            ]%

Average Annual Total Returns (periods ended 12/31/09)

	1 Year	5 Years	10 Years	Since Inception (2/16/93)
Class A Shares1
Return Before Taxes	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions	[    ]%	[    ]%	[    ]%	[    ]%
Return After Taxes on Distributions and Sale of Fund Shares	[    ]%	[    ]%	[    ]%	[    ]%
Barclays Capital Municipal Bond Index2 (reflects no deduction for fees, expenses or taxes)	[    ]%	[    ]%	[    ]%	[    ]%

1 Returns have been adjusted to reflect that Class Y shares are not subject to any sales load.

2 The Barclays Capital Municipal Bond Index is an unmanaged index that is generally considered to be representative of U.S. municipal bond market activity.

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 Fund commenced investment operations February 16, 1993, with the offering of Class A shares, and subsequently offered Class Y shares on May 1, 2009. Class A shares represent an investment in the same portfolio of securities as Class Y shares. Annual returns of the two classes of shares would differ to the extent that Class Y shares do not have then same expenses as Class A shares. Expenses of Class Y shares are expected to be lower than the expenses of Class A shares because, among other things, Class Y shares do not pay 12b-1 fees. In addition, Class A shares are subject to an initial sales load of up to 3.75%; Class Y shares are not subject to any sales load.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC (“GIS”)

Investment Team

Alexander M. Grant, Jr. has been a manager of the Fund since 1993.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

www.RSinvestments.com 71

RS Tax-Exempt Fund

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Tax-Exempt Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund’s distributions normally consist of exempt-interest dividends, which are generally not taxable to you for federal income or alternative minimum tax purposes. A portion of the Fund’s distributions may not qualify as exempt-interest dividends; such distributions will generally be taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

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RS High Yield Municipal Bond Fund

Investment Objective

To seek high current income exempt from federal income taxes with a secondary objective of capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees1	Distribution (12b-1) Fees	Other Expenses2	Total Annual Fund Operating Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class Y Shares	0.50%	N/A	0.49%	0.99%	0.89%	0.10%

1 RS Investments has contractually agreed through April 30, 2011 to waive all of its management fees with respect to the Fund.

2 “Other Expenses” are based on estimated amounts for the Fund’s initial fiscal year, and do not include organizational expenses. “Other Expenses” including organizational expenses would be 0.54%.

3 An expense limitation determined after taking into account any other expense limitations or fee waivers, including without limitation any reduction of management fees, with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes, organizational, and extraordinary expenses) is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 Year			3 Years
Class Y Shares	$	[	]	$	[	]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The Fund commenced operations on November 24, 2009. During the period from November 24, 2009 to December 31, 2009, the Fund’s portfolio turnover rate (not annualized) was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

The Fund invests primarily in municipal obligations, the interest on which is, in the opinion of the issuer’s bond counsel, exempt from federal individual income tax (but not necessarily the federal alternative minimum tax (the “AMT”)). The Fund may invest in obligations that pay interest subject to the AMT.

RS Investment Management Co. LLC (“RS Investments”), the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser. The Fund’s investment team allocates the Fund’s investments among a diversified portfolio of municipal securities offering the potential for high current income. The Fund may invest any portion of its assets in municipal securities that are rated below investment grade (or, if unrated, considered by the Fund’s investment team to be of comparable quality),

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RS High Yield Municipal Bond Fund

Principal Investment Strategies (continued)

commonly known as “high yield” or “junk” bonds.

In selecting securities for the Fund, the Fund’s investment team performs in-depth credit analysis of the issuer’s creditworthiness and of the securities. The Fund’s investment team attempts to identify securities paying attractive current income, and securities that it believes are undervalued.

The Fund’s investment team 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 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.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

Under normal circumstances at least 80% of the value of the Fund’s net assets will be invested in tax-exempt municipal obligations (which may include obligations that pay interest subject to the AMT). 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 primarily in municipal obligations, the interest on which is, in the opinion of the issuer’s bond counsel, exempt from federal income tax (but not necessarily the 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:

n general obligation bonds, of state and local governments secured by the issuer’s unlimited or limited taxing power;

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

n revenue bonds, supported solely by the enterprise that issues them;

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

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

The Fund may invest up to 100% of its assets in high yield, lower-rated fixed-income securities, including securities below investment grade, commonly known as “high yield” or “junk” bonds. [A security will be considered to be below investment grade if it is rated Ba1 by Moody’s Investors Service, Inc. and BB+ by Standard & Poor’s Ratings Group, or lower or, if unrated, is considered by the Fund’s investment team to be of comparable quality.] A below investment grade rating reflects a greater possibility that the issuer of an investment may be unable to make timely payments of interest and principal and thus default. If this happens, or is perceived as likely to happen, the value of that investment will usually be more volatile and is likely to fall. A default or expected default would also make it difficult for the Fund to sell an investment at a price approximating the value the Fund has previously placed on it.

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 without limit in municipal obligations that pay interest from similar revenue sources or securities of issuers within a single state.

The Fund may invest in municipal securities issued by entities having similar characteristics. The issuers may be located in the same geographic areas or may pay their interest obligations from revenue of similar projects, such as hospitals, airports, utility systems and housing finance agencies. This may make the Fund’s investments more susceptible to economic, political, regulatory, or other factors affecting issuers in those geographic areas or issuers whose revenues are derived from such projects, and may increase the volatility of the Fund’s net asset value. The Fund may invest more than 25% of its total assets in a segment of the municipal securities market with similar characteristics if the Fund’s investment team determines that the potential return from such investment justifies the additional risk.

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

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Principal Risks

tion, it may not achieve its investment objectives during that time.

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

Municipal Obligations Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

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; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and performance table are not included because the Fund had not completed one full

calendar year of investment operations as of the date of this prospectus. Performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC (“GIS”)

Investment Team

Alexander M. Grant, Jr. has been a manager of the Fund since its inception.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS High Yield Municipal Bond Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund’s distributions normally consist of exempt-interest dividends, which are generally not taxable to you for federal income tax purposes, but may be subject to the federal alternative minimum tax. A portion of the Fund’s distributions may not qualify as exempt-interest dividends; such distributions will generally be taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 75

RS Floating Rate Fund

Investment Objective

To seek a high level of current income.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees1	Distribution (12b-1) Fees	Other Expenses2	Total Annual Fund Operating Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class Y Shares	0.65%	N/A	0.42%	1.07%	0.97%	0.10%

1 RS Investments has contractually agreed through April 30, 2011, to waive all of its management fees with respect to the Fund.

2 “Other Expenses” are based on estimated amounts for the Fund’s initial fiscal year, and do not include organizational expenses. “Other Expenses” including organizational expenses would be 0.46%.

3 An expenses limitation determined after taking into account any other expense limitations or fee waivers, including without limitation any reduction of management fees, with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes, organizational and extraordinary expenses) is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 Year			3 Years
Class Y Shares	$	[	]	$	[	]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The Fund commenced operations on December 8, 2009. During the period from December 8, 2009 to December 31, 2009, the Fund’s portfolio turnover rate (not annualized) was [        ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investment Management Co. LLC (“RS Investments”), the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. The Fund invests primarily in floating rate loans and other floating rate investments. GIS expects that most or all of the investments held by the Fund will typically be below investment grade.

Floating rate investments are debt obligations of companies or other entities that have interest rates that adjust or “float” periodically, normally on a daily, monthly, quarterly, or semiannual basis by reference to a base lending rate (such as LIBOR) plus a premium. A floating rate loan is typically structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate

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Principal Investment Strategies (continued)

loan. The Fund will typically acquire loans directly in a transaction arranged through an agent or by assignment from another holder of the loan. The Fund will typically invest in senior secured corporate loans.

The Fund’s investment team considers several factors in purchasing and selling investments for the Fund, such as fundamental analysis of the issuer, the credit quality of the issuer and any collateral securing the investment, the issuer’s management, capital structure, leverage, and operational performance, and the business outlook for the industry of the issuer.

Although the Fund’s investment team may consider the factors described above in purchasing or selling investments for the Fund, it 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.

The Fund normally invests at least 80% of its net assets in floating rate loans and other floating rate investments. Floating rate investments may include, by way of example, floating rate debt securities, money market securities of all types, repurchase agreements, and shares of money market and short-term bond funds. The Fund may invest in investments of any maturity. The Fund may invest up to 100% of its assets in obligations of foreign issuers, including sovereign and private issuers. The Fund may, but will not necessarily, enter into foreign currency exchange transactions in order to hedge against adverse changes in the values of currencies in which those obligations are denominated.

Floating rate loans in which the Fund invests are expected to be “senior” loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund’s floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments.

The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender’s claim on such collateral), fixed rate loans,

unsecured loans, and other debt obligations.

Other debt obligations in which the Fund may invest include all types of debt instruments such as corporate bonds, government securities, repurchase agreements, and mortgage and other asset-backed securities.

The Fund’s investment team expects that most or all of the investments held by the Fund will typically be below investment grade. [An investment will be considered to be below investment grade if it is rated Ba1 by Moody’s Investors Service, Inc. and BB+ by Standard & Poor’s Ratings Group, or lower or, if unrated, is considered by the Fund’s investment team to be of comparable quality.] A below investment grade rating reflects a greater possibility that the issuer of an investment may be unable to make timely payments of interest and principal and thus default. If this happens, or is perceived as likely to happen, the value of that investment will usually be more volatile and is likely to fall. A default or expected default would also make it difficult for the Fund to sell an investment at a price approximating the value the Fund has previously placed on it.

Credit ratings are based 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 the Fund’s investment team considers credit ratings in making investment decisions, it performs its own investment analysis and does not rely only on ratings assigned by the rating agencies. The Fund depends more on the Fund’s investment team’s ability to buy lower-rated debt than it does on its ability to buy investment-grade debt. The Fund may have to participate in legal proceedings or take possession of and manage assets that secure the issuer’s obligations. This could increase the Fund’s operating expenses and decrease its net asset value.

The Fund’s investment team may seek to avoid the receipt of material non-public information about the issuers of floating rate loans being considered for purchase by the Fund, which may affect its ability to assess the floating rate loans as compared to investors that do receive such information.

The Fund also may, but will not necessarily, enter into exchange-traded or over-the-counter derivatives transactions of any kind, such as index futures contracts, Treasury futures contracts, Eurodollar futures contracts, interest rate swaps, credit default swaps,

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RS Floating Rate Fund

Principal Investment Strategies (continued)

loan credit default swaps, currency options and forwards, currency swaps, and forward transactions for purposes such as, but not limited to, hedging various risks such as credit risk, interest rate risk, and liquidity risk; for taking a net short position in certain investments or markets; for providing liquidity in the Fund; for equitizing cash; for minimizing transaction costs; for replicating certain investments; and for asset and sector allocation. Use of any of these investment techniques may have the effect of creating investment leverage in the Fund’s portfolio.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest rates in general.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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.

Agent Insolvency Risk

In the event of the insolvency of an agent bank (in a syndicated loan, the agent bank is the bank in the syndicate whom undertakes the bulk of the administrative duties involved in the day-to-day administration of the loan), a loan could be subject to settlement risk, as well as the risk of interruptions in the administrative duties performed in the day to day

administration of the loan (such as processing LIBOR calculations, processing draws, etc.).

Collateral Impairment Risk

The terms of the senior secured corporate loans and corporate debt securities in which a Fund may invest require that collateral be maintained to support payment of the obligation. However, the value of the collateral may decline after the Fund invests and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. As a result, the Fund might not receive payments to which it is entitled.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

Derivatives Risk

Derivative transactions can create investment 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.

Currency Risk

Investments in foreign securities are often denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions. The use of foreign exchange transactions 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.

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Principal Risks (continued)

Credit Derivatives Risk

The Fund may enter into credit derivatives, including credit default swaps and credit default index investments. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and may create additional investment risks that may subject a Fund to greater volatility than investments in more traditional securities.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and performance table are not included because the Fund had not completed one full calendar year of investment operations as of the date of this prospectus. Performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

Investment Subadviser

Guardian Investor Services LLC (“GIS”)

Investment Team

Kevin Booth, CFA has been a member of the investment team of the Fund since its inception.

Marc Gross has been a member of the investment team of the Fund since its inception.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Floating Rate Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 79

RS Strategic Income Fund

Investment Objective

To seek high current income with a secondary objective of capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. No sales loads are imposed on Class Y shares.

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

	Management Fees1	Distribution (12b-1) Fees	Other Expenses2	Total Annual Fund Operating Expenses3	Fee Waiver/ Expense Limitation3	Net Expenses3
Class Y Shares	0.60%	N/A	0.51%	1.11%	1.01%	0.10%

1 RS Investments has contractually agreed through April 30, 2011, to waive all of its management fees with respect to the Fund

2 “Other Expenses” are based on estimated amounts for the Fund’s initial fiscal year, and do not include organizational expenses. “Other Expenses” including organizational expenses would be 0.56%

3 An expense limitation determined after taking into account any other expense limitations or fee waivers, including without limitation any reduction of management fees, with respect to the Fund’s Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investment in certain pooled investment vehicles, interest, taxes, organizational and extraordinary expenses) is imposed pursuant to a written agreement in effect through April 30, 2011. The effect of this limitation is reflected under the caption “Fee Waiver/Expense Limitation.” “Net Expenses” reflect the effect of this expense limitation on Total Annual Fund Operating Expenses.

Example

This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, whether or not you redeem at the end of such periods. The Example also assumes that your investment earns a 5% return each year and that the operating expenses of the Fund through April 30, 2011 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.” Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	1 Year			3 Years
Class Y Shares	$	[	]	$	[	]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for you if your Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The Fund commenced operations on November 24, 2009. During the period from November 24, 2009 to December 31, 2009, the Fund’s portfolio turnover rate (not annualized) was [    ]% of the average value of its portfolio. The Fund’s portfolio turnover rate includes investments used to invest cash in the Fund’s portfolio on a short term basis.

Investments, Risks, and Performance

Principal Investment Strategies

RS Investment Management Co. LLC (“RS Investments”), the Fund’s investment adviser, has engaged Guardian Investor Services LLC (“GIS”) to act as subadviser to the Fund. The Fund may invest in fixed-income obligations of any kind, including, by way of example, U.S. and foreign corporate investment-grade securities; U.S. government securities and securities of foreign governments and supranational entities; U.S. and foreign below investment-grade bonds; and cash instruments. The Fund’s investment team allocates the Fund’s investments among these (and other) types of obligations based on its detailed analysis of market, economic, political, and other factors, and of the potential for the various obligations to provide high current income and/or capital appreciation.

80 800-766-3863

Principal Investment Strategies (continued)

The Fund’s investment team selects specific investments for the Fund by considering a wide variety of factors, including yield, potential for appreciation in value, the credit quality of the issuer or collateral, maturity; and the degree of risk associated with a specific investment relative to the potential for favorable investment returns and to other investments.

The Fund’s investment team may sell investments when it believes that they no longer offer attractive potential future returns compared to other investment opportunities or that they present undesirable risks, or in an attempt to limit losses on investments that have declined in value. The Fund’s investment team may trade the Fund’s investments more frequently than do other mutual funds.

The Fund may invest in investments of any maturity. The Fund may invest in securities of any quality, and may invest without limit in securities rated below investment grade or unrated securities considered by the Fund’s investment team to be of comparable quality, sometimes referred to as “high yield” or “junk” bonds. The Fund may invest in emerging markets debt. There is no limit on the amount of the Fund’s assets that may be invested in obligations of issuers in any country or group of countries.

The Fund may (though it will not necessarily) enter into derivatives transactions. The Fund may take long or short positions in so-called credit default swaps or other credit derivatives as an alternative to buying or selling debt securities themselves or otherwise to increase the Fund’s total return.

The Fund normally invests primarily in a diversified portfolio of debt obligations.

The Fund may invest in any type of debt instrument, including, for example, domestic or foreign corporate debt securities, securities issued or guaranteed by sovereign governments, their agencies, or instrumentalities, and mortgage-backed securities. The Fund may invest in “tax credit bonds” (including Build America Bonds, clean renewable energy bonds and qualified tax credit bonds). The Fund may invest in convertible securities and warrants. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including collateralized mortgage obligations, and other asset-backed securities. The Fund may invest in loans or other investments that have economic characteristics similar to loans, of any maturity and credit quality. If the Fund invests in loans, the Fund’s investment team may seek to avoid the receipt of material non-public information about

the issuers of the loans being considered for purchase by the Fund, which may affect its ability to assess the loans as compared to investors that do receive such information.

The Fund also may, but will not necessarily, enter into exchange-traded or over-the-counter derivatives transactions of any kind, such as index futures contracts, treasury futures contracts, Eurodollar futures contracts, interest rate swaps, credit default swaps, loan credit default swaps, currency options and forwards, currency swaps, and forward transactions for purposes such as, but not limited to, hedging various risks such as credit risk, interest rate risk, and liquidity risk; for taking a net short position in certain investments or markets; for providing liquidity in the Fund; for equitizing cash; for minimizing transaction costs; for replicating certain investments; and for asset and sector allocation. Use of any of these investment techniques may have the effect of creating investment leverage in the Fund’s portfolio.

Principal Risks

You may 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 as follows.

Debt Securities Risk

The value of a debt security or other income-producing security changes in response to changes in interest rates and depends on the issuer’s credit quality.

High-yield/Junk Bond Risk

Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

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.

Derivatives Risk

Derivative transactions can create investment 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

www.RSinvestments.com 81

RS Strategic Income Fund

Principal Risks (continued)

be able to close out a derivative transaction at a favorable time or price.

Mortgage- and Asset-backed Securities Risk

During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.

Foreign Securities Risk

Foreign securities are subject to political, regulatory, and economic 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

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, among others, greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market country’s dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, companies that are newly organized and small, differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers, and less developed legal systems. These factors can make emerging market investments more volatile and less liquid than investments in developed markets.

Municipal Obligations Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax

laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Currency Risk

Investments in foreign securities are often denominated and traded in foreign currencies. The value of the Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, the Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions. The use of foreign exchange transactions 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.

Credit Derivatives Risk

The Fund may enter into credit derivatives, including credit default swaps and credit default index investments. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and may create additional investment risks that may subject a Fund to greater volatility than investments in more traditional securities.

Portfolio Turnover Risk

Frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. The Fund may experience annual portfolio turnover in excess of 100% in the future.

Please see “Principal Risks; Additional Information About Investment Strategies and Risks” and “Other Investment Strategies and Risks” in the Fund’s prospectus for a description of these and other risks of investing in the Fund.

Fund Performance

The bar chart and performance table are not included because the Fund had not completed one full calendar year of investment operations as of the date of this prospectus. Performance information for the Fund is available at www.RSinvestments.com or by calling 800-766-3863.

Management of the Fund

Investment Adviser

RS Investment Management Co. LLC

82 800-766-3863

Investment Subadviser

Guardian Investor Services LLC

Investment Team

Leslie Barbi has been a member of the investment team of the Fund since its inception.

Kevin Booth, CFA has been a member of the investment team of the Fund since its inception.

Howard W. Chin has been a member of the investment team of the Fund since its inception.

Robert J. Crimmins, Jr. has been a member of the investment team of the Fund since its inception.

Marc Gross has been a member of the investment team of the Fund since its inception.

Jonathan C. Jankus, CFA has been a member of the investment team of the Fund since its inception.

Purchase and Sale of Fund Shares

The minimum initial investment in the Fund is $1 million and the minimum on subsequent investments is $100.

You may redeem your shares on any business day when the New York Stock Exchange is open by mail (Boston Financial Data Services, RS Strategic Income Fund, P.O. Box 219717, Kansas City, MO 64121-9717), by telephone (800-766-3863), or online (www.RSinvestments.com). 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.

Tax Information

The Fund normally distributes its net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

www.RSinvestments.com 83

Additional Information

Principal Risks; Additional Information About Investment Strategies and 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 a Fund’s investment adviser (references to “adviser” are deemed to refer to a Fund’s adviser, subadviser, or sub-subadviser, as applicable) believes 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 in the chart below, and are described in this section. Risks not marked for a particular Fund may, however, still apply to some extent to that Fund at various times. In addition, each Fund may be subject to additional risks other than those described in the following pages 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.

There is no guarantee that a Fund will achieve its objective, and you may lose money by investing in a Fund. 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 analysis of an investment by a Fund’s adviser can be incorrect and its selection of investments can lead to a Fund’s underperforming other funds with similar investment strategies. The adviser may not properly ascertain the appropriate mix of investments for any particular economic cycle.

Also, the timing of movements from one type of investment to another could have a negative effect on the overall investment performance of the Fund. The performance of an investment in certain types of securities may be more dependent on an adviser’s analysis than would be the case for other types of securities.

Your Investment

	RS Partners Fund	RS Value Fund	RS Investors Fund	RS Global Natural Resources Fund	RS Small Cap Equity Fund	RS Large Cap Alpha Fund	RS Small Cap Growth Fund
Agent Insolvency Risk
Cash Position Risk	X	X	X	X	X	X	X
Collateral Impairment Risk
Concentration Risk				X
Credit Derivatives Risk
Currency Risk
Debt Securities Risk	X	X	X	X		X
Derivatives Risk
Emerging Market Risk
Equity Securities Risk	X	X	X	X	X	X	X
Foreign Securities Risk	X	X	X	X		X
High-yield/Junk Bond Risk
Investment Style Risk	X	X	X	X	X	X	X
Limited Portfolio/ Non-diversification Risk	X		X
Liquidity Risk	X	X	X	X	X	X	X
Mortgage- and Asset-backed Securities Risk
Municipal Obligations Risk
Natural Resources Investment Risk	X	X	X	X		X
Overweighting Risk	X	X	X		X	X	X
Portfolio Turnover Risk	X	X	X	X	X	X	X
Small and/or Mid-sized Companies Risk	X	X	X	X	X		X
Technology Investment Risk					X		X
Underweighting Risk	X	X	X	X	X	X	X

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Your Investment

Many of the Funds’ investment strategies and portfolio investments differ from those of most other equity mutual funds. The adviser may aggressively seek to identify favorable securities, economic and market sectors, and investment opportunities that other investors and investment advisers may not have identified. The Adviser may devote more of a Fund’s assets to pursuing an investment opportunity than many other mutual funds might; it may buy or sell an investment at times different from when most other mutual funds might do so; and it may select investments for the Fund that would be inappropriate for other mutual funds. This approach to investing may make a Fund a more volatile investment than other mutual funds and cause the Fund to perform less favorably than other mutual funds under similar market or economic conditions. A Fund may hold a substantial portion of its assets in cash or cash equivalents.

The Trustees of RS Investment Trust (the “Trust”) may change the investment objective and the policies of

any Fund without a vote of the shareholders unless otherwise specifically stated.

Agent Insolvency Risk

In the event of the insolvency of an agent bank (in a syndicated loan, the agent bank is the bank in the syndicate whom undertakes the bulk of the administrative duties involved in the day-to-day administration of the loan), a loan could be subject to settlement risk, as well as the risk of interruptions in the administrative duties performed in the day to day administration of the loan (such as processing LIBOR calculations, processing draws, etc.).

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 adviser 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 that Fund’s

RS    Select    Growth    Fund

RS Mid Cap Growth Fund

RS Growth Fund

RS Technology 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   Bond   Fund

RS High Yield Municipal Bond Fund

RS Floating Rate Fund

RS Strategic Income Fund

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www.RSinvestments.com 85

Your Investment

net assets. To the extent that a Fund holds assets in cash and otherwise uninvested, the ability of a Fund to meet its objective may be limited.

Collateral Impairment Risk

The terms of the senior secured corporate loans and corporate debt securities in which a Fund may invest require that collateral be maintained to support payment of the obligation. However, the value of the collateral may decline after the Fund invests and there is a risk that the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law, or may be difficult to sell. In the event that a borrower defaults, a Fund’s access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. As a result, the Fund might not receive payments to which it is entitled.

Concentration Risk

RS Technology Fund and RS Global Natural Resources Fund will concentrate their investments in companies in a particular sector as described in the Fund Summaries. When a Fund concentrates its investments in a particular sector, financial, economic, business, and other developments affecting issuers in that sector will have a greater effect on the Fund than if it had not concentrated its assets in that sector. In addition, investors may buy or sell substantial amounts of a Fund’s shares in response to factors affecting or expected to affect a sector in which the Fund concentrates its investments, resulting in extreme inflows or outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent that they were to cause the Fund’s cash position or cash requirements to exceed normal levels.

Credit Derivatives Risk

A Fund may enter into credit derivatives, such as credit default swaps and credit default index investments, including loan credit default swaps and loan credit default index swaps. A Fund may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and 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.

Currency Risk

Since foreign securities often are denominated and traded in foreign currencies, the value of a Fund’s assets may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, foreign withholding taxes, and restrictions or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in currency exchange rates, a Fund may, but will not necessarily, engage in forward foreign-currency exchange transactions (such as foreign currency forwards or futures contracts, and foreign currency options). The use of foreign-currency exchange transactions 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.

If a Fund purchases securities denominated in foreign currencies, a change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of the Fund’s assets and potentially the Fund’s income available for distribution. The values of foreign currencies relative to the U.S. dollar fluctuate in response to, among other factors, interest rate changes, intervention (or failure to intervene) by the U.S. or foreign governments, 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. Officials in foreign countries may from time to time take actions in respect of their currencies which could adversely affect the values of a Fund’s assets denominated in those currencies or the liquidity of such investments. 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

The value of a debt security (and other income-producing securities, such as preferred stocks, convertible preferred stocks, equity-linked notes, and interests in income-producing trusts) changes in response to interest rate changes. In general, as interest rates rise, the value of a debt security is likely to fall. This risk is generally greater for obligations with longer maturities or for debt securities that do not pay current interest (such as zero-coupon securities). Debt securities with floating interest rates can be less sensitive to interest rate changes, although, to the extent a Fund’s income is based on short-term interest rates that fluctuate over short periods of time, income received by the Fund may decrease as a result of a

86 800-766-3863

decline in interest rates. In response to an interest rate decline, debt securities that provide the issuer with the right to call or redeem the security prior to maturity may be called or redeemed, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate.

Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the security’s value to changes in interest rates. Unlike the maturity of a debt 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 these payments are affected by prepayments and by changes in interest rates.

The value of a debt security also depends on the issuer’s credit quality or ability to pay principal and interest when due. The value of a debt security is likely to fall if an issuer or the guarantor of a security is unable or unwilling (or is perceived to be unable or unwilling) to make timely principal and/or interest payments or otherwise to honor its obligations or if the debt security’s rating is downgraded by a credit rating agency. The value of a debt security can also decline in response to changes in market, economic, industry, political, and regulatory conditions that affect a particular type of debt security or issuer or debt securities generally.

Derivatives Risk

Derivatives are financial instruments whose value is based on the value of one or more indicators, such as a security, asset, current, interest 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 more traditional investments. Derivative products are highly specialized instruments that may require investment techniques and risk analyses different from those associated with stocks and bonds. Derivatives are subject to a number of risks, such as potential changes in value in response to interest rate changes or other market developments or as a result of the counterparty’s credit quality and the risk that a derivative transaction may not have the effect a Fund’s adviser anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate, or index. Derivative transactions can create investment 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. A liquid secondary market may not always exist for the Fund’s derivative positions at any time. Use of derivatives may increase the amount and timing of taxes payable by shareholders. Although the use of derivatives is intended to enhance a Fund’s performance, it may instead reduce returns and increase volatility. 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. Investments in emerging market countries could be subject to 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 possible failures in settlement, and making it harder for a Fund to buy and sell securities. Emerging market debt securities are often rated below investment grade, reflecting increased risk of issuer default or bankruptcy. Political and economic turmoil could raise the possibility that trading of securities will be halted.

In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause a Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be

www.RSinvestments.com 87

Your Investment

delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.

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. The values of equity securities paying dividends at high rates may be more sensitive to changes in interest rates than are other equity securities. 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 often 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. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.

High-yield/Junk Bond Risk

Lower-quality debt securities (commonly known as “high-yield” securities or “junk bonds”) are predominantly speculative with respect to their capacity to pay interest and principal. They can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt securities. The market for lower quality debt securities can be less liquid, especially during periods of recession or general market decline. The rating services’ descriptions of securities in the lower rating categories, including their speculative characteristics, are set forth in the Statement of Additional Information.

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

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may at times be worse than the performance of other mutual funds that invest more broadly or that have different investment styles. A mutual fund pursuing a dividend-oriented investment strategy may at times underperform other mutual funds that invest more broadly or that have different investment styles.

Limited Portfolio/Non-diversification Risk

A Fund may hold a smaller number of portfolio securities than many other mutual funds. To the extent a Fund invests in a relatively small number of issuers, a decline in the market value of a particular security held by the Fund may affect its value more than if it invested in a large number of issuers.

RS Investors Fund and RS Partners Fund are not “diversified” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”) and therefore are able to invest their assets in a more limited number of issuers than a diversified fund. In addition, although RS Select Growth Fund is “diversified” within the meaning of the 1940 Act, it may hold a smaller number of portfolio securities than many other mutual funds.

See the “Taxes” section in the Statement of Additional Information for more detail.

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 RS Investments 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 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. 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. During periods of falling interest rates, mortgage- and asset-backed securities, which typically provide the issuer with the right to call or prepay the security prior to maturity, may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend 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. As a result, mortgage and asset-backed 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 values during periods of rising interest rates. Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage- or asset-backed security depends on the terms of the instrument and can result in significant volatility. The price of a mortgage- or asset-backed security also depends on the credit quality and adequacy of the underlying assets or collateral. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults. Subprime mortgage loans, which typically are made to less creditworthy borrowers, have a higher risk of default than conventional mortgage loans. Therefore, mortgage-backed securities backed by subprime mortgage loans may suffer significantly greater declines in value due to defaults. Some mortgage- backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as “Ginnie Mae”), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as

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“Fannie Mae” and “Freddie Mac”), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Municipal Obligation Risk

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Because many municipal obligations are issued to finance similar projects, especially those relating to education, health care, housing, utilities, and water and sewer projects, conditions in these sectors can affect the overall municipal market. Payment of municipal obligations may depend on an issuer’s general unrestricted revenues, revenue generated by a specific project or the operator of a project, government appropriations, or aid from other governments. There is greater credit risk if investors can look only to the revenue generated by a project or the operator of the project because of the relatively limited source of revenue. In addition, future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations, causing interest received and distributed to shareholders by the Fund to be taxable and resulting in a significant decline in the values of such municipal obligations. There is generally less public information available for municipal obligations compared to corporate equities or debt securities, and the investment performance of a Fund holding municipal obligations may therefore be more dependent on the analytical abilities of the Fund’s adviser.

Natural Resources Investment Risk

Investments in companies in natural resources industries can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. Investments in interests in oil, gas or mineral exploration or development programs, including pipelines, may be held through master limited partnerships (“MLPs”).

Overweighting Risk

Overweighting investments in an industry or group of industries increases the risk that a Fund will suffer a greater loss because of declines in the prices of stocks in that industry or group of industries. Price

declines may result from factors that affect a particular industry or group of industries, 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’ Total 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 (except RS High Yield Municipal Bond Fund, RS Floating Rate Fund and RS Strategic Income Fund) are set forth under “Financial Highlights.”

Small and/or Mid-sized Companies Risk

Small and mid-sized 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, RS Investments may not have had an opportunity to evaluate such newer companies’ performance in adverse or fluctuating market conditions. The securities of small and mid-sized 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.

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Technology Investment Risk

Investments in technology companies, including companies in the Internet and biotechnology sectors, may be highly volatile. Technology companies operate in markets that are characterized by: rapid change; evolving industry standards; frequent new service and product announcements, introductions, and enhancements; and changing customer demands. The failure of a company to adapt to such changes could have a material adverse effect on the company’s business, results of operations, and financial condition. In addition, the widespread adoption of new technologies or other technological changes could require substantial expenditures by a company to modify or adapt its services or infrastructure, which could have a material adverse effect on its business, results of operations, and financial condition. Changes in prices may reflect, for example, changes in investor evaluation of a particular product or group of products, of the prospects of a company to develop and market a particular technology successfully, or of technology investments generally. Technology companies may be dependent on a limited management group, and turnover in management may have an adverse effect on a company’s profits or viability. Technology company values may be significantly affected by intense competition, changes in consumer preferences, challenges in achieving product compatibility, and government regulation. Securities of technology companies may experience significant price movements caused by disproportionate investor optimism or pessimism with little or no basis in fundamental economic conditions.

Underweighting Risk

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

Other Investment Strategies and Risks

In addition to the principal investment strategies described in the previous section, the Funds may at times use the strategies and techniques described in this section, which involve certain special risks. This Prospectus does not attempt to describe all of the various investment techniques and types of investments that RS Investments 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)

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 that 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

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 typically segregate on the books of its custodian assets equal to the amount of the repurchase obligation.

Convertible Securities

The Funds may invest in convertible securities, which are securities such as debt or preferred stock, that can be exchanged for another security (usually common shares) at a predetermined price or rate. Convertible securities are subject to the general risks of investing in debt securities and also to the risks of investing in equity securities.

Defensive Strategies

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

Dollar Roll and Reverse Repurchase Transactions

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

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same party. 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 on the books of its custodian liquid assets whose value equals or exceeds the amount of the forward commitment or repurchase obligation on a daily basis. It may be difficult or impossible for a Fund to exercise its rights under a dollar roll transaction or reverse repurchase agreement in the event of the insolvency or bankruptcy of the counter-party, and the Fund may not be able to purchase the securities or other assets subject to the transaction.

Exchange-traded Index Securities

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

The Funds may enter into financial futures contracts, in which a Fund agrees to buy or sell certain financial instruments or index units on a specified future date at a specified price of level of interest rate. A Fund may also enter into contracts for the purchase or sale for future delivery of foreign currencies. If RS Investments misjudges the direction of interest rates, markets, or foreign exchange rates, a 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 on a Fund favorable or unfavorable.

Forward Foreign-currency Exchange Contracts

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 changes in the relative values of the currencies subject to the transaction, the ability

of RS Investments to predict how the U.S. dollar will fare against the foreign currency, and on the ability of a Fund’s counterparty to perform its obligations. 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.

Illiquid Securities and Exempt Commercial Paper

Illiquid securities are subject to the risks described above under Liquidity Risk. 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.

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 RS Investments 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.

Loan Prepayment

During periods of declining interest rates or for other purposes, borrowers may exercise their option to prepay principal earlier than scheduled, which may require a Fund to reinvest in lower-yielding securities. This may adversely affect the Fund’s net asset value. However, when loans are trading below par value, prepayments may benefit the Fund.

Master Limited Partnerships

The Funds may invest in MLPs, which are limited partnerships in which ownership units are publicly traded. MLPs often own or own interests in properties or businesses that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of industries, or in credit-related investments. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in an MLP) are not involved in the day-to-day management of the partnership. A Fund also may invest in companies who serve (or whose affiliates serve) as the general partner of an MLP.

Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation.

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Conflicts of interest may exist among unit holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. A Fund’s investments in MLPs may be limited by its intention to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and it is possible that such investments could cause a Fund to fail to qualify for favorable tax treatment thereunder.

The Funds may also hold investments in limited liability companies that have many of the same characteristics and are subject to many of the same risks as MLPs.

Options

The Funds may purchase or sell options to buy or sell securities, indexes of securities, financial futures contracts or 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 or otherwise to increase their returns. However, if RS Investments 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.

REITs

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 or commercial real estate market or other adverse economic conditions that affect real estate investments.

Repurchase Agreements

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

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 RS Investments 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 RS Investments 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

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 collateral 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.

U.S. Government Securities

U.S. government securities are securities issued or guaranteed as to the payment of interest or principal by the U.S. government, by an agency or instrumentality of the U.S. government, or by a U.S. government-sponsored entity. Certain U.S. government securities may not be supported as to the payment of principal and interest by the full faith and credit of the U.S. government or the ability to borrow from the U.S. Treasury. Some U.S. government securities may be supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security.

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When-issued or Delayed-delivery Transactions

The 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.

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.

Note Regarding Percentage Limitations

All percentage limitations on investments in this Prospectus will apply at the time of investment (excluding investments in illiquid securities) 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 that 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 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 a Fund’s net assets 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.

Additional Information on Expenses

The information shown for each Fund (except RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund) in the Annual Fund Operating Expenses tables in the section entitled “Summary Information” is based on amounts incurred during each Fund’s most recent fiscal year, expressed as a percentage of average net assets during the fiscal year. If a Fund experiences a decline in average net assets due to market volatility or other factors, the Fund’s expense ratio for the current fiscal year may be higher than the expense information presented in the tables, but not to exceed any applicable expense limitation shown.

Impact on Returns

Example

This example is intended to help you assess the impact of the operating expenses of the Funds listed below on such Fund’s potential returns. The example assumes that you invest $10,000 in a Fund for a 10-year period, and that your investment earns a 5% return each year. For RS Partners Fund, RS Value Fund, RS Investors Fund, RS Global Natural Resources Fund, RS Small Cap Growth Fund, RS Select Growth Fund, RS Mid Cap Growth Fund, and RS Growth Fund, the example assumes that the Fund’s operating expenses through April 30, 2011, are the same as those shown in the Annual Fund Operating Expenses table of the Fund under “Net Expenses” and for all subsequent periods are the same as those shown under “Total Annual Fund Operating Expenses.” For RS Technology Fund, the example assumes that the Fund’s operating expenses are the same as those shown in the Annual Fund Operating Expenses table of the Fund under “Total Annual Fund Operating Expenses.” Your actual costs may be higher or lower.

Based on these assumptions, the following table shows, for each year and cumulatively for all 10 years (1) the fees and the costs (the “Expenses”) associated with your investment and (2) the difference (the “Impact on Return”) between your return if the Fund had not incurred the Expenses and your return after giving effect to the Expenses.

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

	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Cumulative 10-Year
RS Partners Fund
Class Y Shares
Expenses
Impact on Returns

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	Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Cumulative 10-Year
RS Value Fund
Class Y Shares
Expenses
Impact on Return
RS Investors Fund
Class Y Shares
Expenses
Impact on Return
RS Global Natural Resources Fund
Class Y Shares
Expenses
Impact on Return
RS Small Cap Growth Fund
Class Y Shares
Expenses
Impact on Return
RS Select Growth Fund
Class Y Shares
Expenses
Impact on Return
RS Mid Cap Growth Fund
Class Y Shares
Expenses
Impact on Return
RS Growth Fund
Class Y Shares
Expenses
Impact on Return
RS Technology Fund
Class Y Shares
Expenses
Impact on Return

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. RS Investments managed approximately $[       ] billion in assets as of December 31, 2009. Guardian Investor Services LLC (“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. In addition,

RS Investments also provides administrative services to each of the Funds pursuant to the investment advisory agreement with the Funds. 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 places all orders for purchases and sales of the Funds’ investments. In selecting broker-dealers, RS Investments may consider research and brokerage services furnished to it and its affiliates.

It is possible that RS Investments or its 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.

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GIS serves as investment subadviser for each of RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, RS Tax-Exempt Fund, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund. GIS is responsible for the day-to-day investment management of the seven Funds, which includes buying and selling securities, choosing broker-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 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”).

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 broker-dealers (including broker-dealers that may be affiliated with GBG or BG Overseas), and negotiating commissions. Guardian Life Insurance Company of America 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 primarily for institutional clients. It is one of the largest independently owned investment management firms in the United Kingdom. GBG is authorized and 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.

The table below sets forth the advisory fees paid by each Fund during the fiscal year ended December 31, 2009.

Advisory Fees Paid (as a percentage of each Fund’s average net assets)

Fund	Advisory Fees Paid1
RS Partners Fund	[	]%
RS Value Fund	[	]%
RS Investors Fund	[	]%
RS Global Natural Resources Fund	[	]%
RS Small Cap Equity Fund	[	]%
RS Large Cap Alpha Fund	[	]%
RS Small Cap Growth Fund	[	]%
RS Select Growth Fund	[	]%
RS Mid Cap Growth Fund	[	]%
RS Growth Fund	[	]%
RS Technology 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 Bond Fund	[	]%
RS High Yield Municipal Bond Fund	[	]%2
RS Floating Rate Fund	[	]%2
RS Strategic Income Fund	[	]%2

1 Advisory Fees Paid reflect the effects of any expense limitations and fee waivers in effect during the year.

2 The Fund has not operated for a full fiscal year. The amount set forth in the table reflects the Fund’s contractual advisory fee rate.

A discussion regarding the bases for the Board of Trustees’ most recent approval of the investment advisory agreements for the Funds is available in the Funds’ most recent Annual Report to Shareholders.

Investment Team

James Anderson

James Anderson has been a member of the RS International Growth Fund investment team since October 2009. James joined Baille Gifford & Co. in 1983, became a Partner in 1987 and currently serves as Chief Investment Officer and head of the Global Investment Team. He has been a member of the Investment Policy Committee and Portfolio Construction Group for the International Growth strategy since 2003, and has shared responsibility for RS International Growth Fund’s day-to-day management since October 2009. James holds a B.A. in Modern History from Oxford University and M.A. in International Affairs.

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Leslie Barbi

Leslie Barbi has been a member of the investment team of RS Strategic Income Fund since its inception. She is a managing director and head of public fixed income at Guardian Life. Her previous investment management experience includes serving as managing director of fixed income at Goldman Sachs Asset Management from 2001 through 2003, where she served as a member of the investment strategy group and head of U.S. investment grade corporates. Previously, Leslie was portfolio manager and executive vice president of fixed income at Pacific Investment Management Co., from 1993 to 2001. She holds an A.B. from Harvard University and an M.B.A. from the University of Chicago Graduate School of Business.

Stephen J. Bishop

Stephen J. Bishop is a co-portfolio manager and analyst in the RS Growth Team. Steve has been a co-portfolio manager of RS Technology Fund since 2001, of RS Small Cap Growth Fund and RS Select Growth Fund since 2007, of RS Mid Cap Growth Fund since 2008, of RS Small Cap Equity Fund since April 2009, and of RS Growth Fund since May 2009. He also co-manages separate accounts. Steve joined RS Investments in 1996 as a research analyst primarily covering the technology sector. Prior to joining the firm, he worked as an analyst in the corporate finance department of Dean Witter Reynolds, Inc., for two years. He has more than 13 years of investment experience. Steve holds a B.A. in economics from the University of Notre Dame and an M.B.A. from Harvard Business School.

Kevin Booth

Kevin Booth has been a member of the investment team of RS High Yield Bond Fund since November 2009, of RS Floating Rate Fund since its inception, and of RS Strategic Income Fund since its inception. Kevin has been a managing director of Guardian Life since November 2009. Within the high yield and corporate loan portfolio management team, he is responsible for issuer and security selection for the Fund, as well as industry allocations. Prior to joining Guardian Life, Kevin was a managing director at BlackRock/Merrill Lynch Investment Managers, and was co-head of BlackRock’s leveraged finance business through January 2009, specializing in portfolios consisting of leveraged bank loans, high yield bonds, and distressed obligations. He joined Merrill Lynch Investment Managers in 1991. Kevin holds a B.A. in Economics from Harpur College, SUNY Binghamton, and an M.B.A. in Finance, from New York University. Kevin is a CFA Charterholder.

Tim Campbell

Tim Campbell has been a member of the RS International Growth Fund investment team since October 2009. Tim is an Investment Professional at Baillie Gifford and has been involved in setting broad portfolio strategy for international investment strategies since 1999. Tim joined Baillie Gifford in 1999 and worked as an investment manager in the emerging markets investment team before joining the institutional clients department in 2007. Tim holds a B.A. in history from Trinity College, Dublin.

John Carnegie

John Carnegie has been a member of the RS International Growth Fund investment team since October 2009. John is an Investment Professional at Baillie Gifford and has been involved in setting broad portfolio strategy for international investment strategies since 2006. Prior to joining Baillie Gifford in 2006, John spent ten years working as a sell side equity analyst for Credit Suisse, Citigroup and ABN AMRO. John holds a B.A. in sociology from Durham University and a MLitt in management, economics, and politics from St. Andrews University.

Melissa Chadwick-Dunn

Melissa Chadwick-Dunn is a co-portfolio manager and analyst in the RS Growth Team. Melissa has been a co-portfolio manager of RS Small Cap Growth Fund and RS Select Growth Fund since 2007, of RS Mid Cap Growth Fund since 2008, of RS Small Cap Equity Fund since April 2009, and of RS Growth Fund since May 2009. Before joining the firm in 2001, she was an equity analyst at Putnam Investments for two years, covering international small-cap stocks. Prior to that, she spent four years in investment banking, working on corporate finance and mergers-and-acquisition transactions for Lehman Brothers and McDaniels S.A. Melissa holds a B.A. in economics and an M.A. in international relations from the University of Chicago and an M.B.A. from the Wharton School of Business.

Howard W. Chin

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

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Tom Coutts

Tom Coutts has been a member of the RS International Growth Fund investment team since October 2009. Tom joined Baillie Gifford in 1999 and has been a member of the Portfolio Construction Group for the International Growth strategy since 2008. Tom holds a B.A. in modern languages from Oxford University.

Robert J. Crimmins, Jr.

Robert J. Crimmins, Jr. has been a co-portfolio manager of RS Investment Quality Bond Fund, of RS Low Duration Bond Fund since 2004*, and a member of the investment team of RS Strategic Income Fund since its inception. Robert has been a managing director of Guardian Life since 2004. From 2001 to 2004, Robert was a senior director at Guardian Life and prior to that, he was an assistant vice president of fixed-income investments of Guardian Life. Robert holds a B.A. in finance from St. John’s University and an M.B.A. from Fordham University.

MacKenzie B. Davis, CFA

MacKenzie B. Davis is a co-portfolio manager and an analyst on the RS Value Team. He has been a co-portfolio manager of RS Global Natural Resources Fund since 2005, of RS Value Fund, RS Partners Fund and RS Investors Fund since 2006, and of RS Large Cap Alpha Fund since March 2009; he also co-manages separate accounts. Prior to joining RS Investments in 2004 as an analyst on the RS Value Team, MacKenzie spent four years as a high-yield analyst at Fidelity Management & Research Company, covering technology, telecommunications, industrial, and energy issuers. Previously, he was a vice president at Fidelity Capital Markets, focusing on origination and financial engineering initiatives. He was also an analyst at Goldman Sachs & Company. MacKenzie holds an A.B. from Brown University in mathematical economics and modern American history. MacKenzie is a CFA Charterholder.

Alexander M. Grant, Jr.

Alexander M. Grant, Jr. has been a manager of RS Tax-Exempt Fund since 1993* and of RS High Yield Municipal Bond Fund since its inception. Alexander has been a managing director at Guardian Life since 1999 and has managed Guardian Life’s tax-exempt assets since 1993. Alexander holds a B.A. in English from State University of New York at Buffalo.

Marc Gross

Marc Gross has been a member of the investment team of RS High Yield Bond Fund since 2008, of RS Strategic Income Fund since its inception, and of RS Floating Rate Fund since its inception. He is a senior director of Guardian Life. Within the high yield and

corporate loan portfolio investment team, he is responsible for issuer and security selection for the Fund, as well as industry allocations. Prior to joining Guardian Life as a senior credit analyst in 2005, he was employed by the Clinton Group, a registered investment adviser, where he was responsible for high yield and distressed credit analysis, idea generation and trade execution. From 2002 to 2004, Marc worked as a senior analyst at RBC Dain Rauscher, where he focused on special situations research and trading in high yield securities. Marc holds a B.A. in history from the University of North Carolina at Chapel Hill and an M.B.A. in finance from the New York University Stern School of Business.

Edward H. Hocknell

Edward H. Hocknell has been a member of the investment team of RS Emerging Markets Fund since its inception.* Edward is a director at BG Overseas and a partner at Baillie Gifford & Co., where he has worked since 1984. Edward holds a B.A. from Oxford University.

Jonathan C. Jankus

Jonathan C. Jankus, CFA has been a member of the investment team of RS Strategic Income Fund since its inception. Jonathan joined Guardian Life in 1995, and has been a managing director of Guardian Life since 1998. He received a B.A. in mathematics from Queens College, and M.S. in investment management from Pace University, an M.S. in computer science from Polytechnic Institute of New York, and a M.A. in mathematics from Columbia University. Jonathan is a CFA Charterholder.

David J. Kelley

David J. Kelley is a co-portfolio manager and an analyst on the RS Value Team. He has been a co-portfolio manager of RS Partners Fund and of RS Value Fund since 2004, of RS Investors Fund since its inception, and of RS Large Cap Alpha Fund since March 2009; he also co-manages separate accounts. Prior to joining RS Investments in 2002 as an analyst on the RS Value Team, David was a small-cap analyst at Pequot Capital Management from 2001 to 2002. Previously, he had served as an analyst for three years with Crestwood Capital, an ING-affiliated hedge fund group, and spent three years as a senior analyst at Goldman Sachs & Company in the mergers and acquisitions department. David earned a B.A. in history from Yale University and an M.B.A. from Harvard Business School.

Joseph Mainelli

Joseph Mainelli is a co-portfolio manager and an analyst on the RS Value Team. Joe has been a

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co-portfolio manager of RS Large Cap Alpha Fund since March 2009 and of RS Partners Fund, RS Value Fund, and RS Investors Fund since May 2009; he also co-manages separate accounts. Prior to joining RS Investments in 2007 as an analyst in the RS Value Team, he was an equity research analyst focusing on small- and mid-cap value investments at David J. Greene & Company for three years. Prior to that, he was an equity research analyst at the hedge funds of Sagamore Hill Capital and ING Furman Selz Asset Management. Joe holds a B.A. in anthropology from Princeton University and an M.B.A. from Columbia Business School.

Howard G. Most

Howard G. Most has been a member of the investment team of RS High Yield Bond Fund since 2008. Howard is a managing director and head of fixed income credit research at Guardian Life. He is the head of research for the Fund’s investment team, responsible for overseeing the analyst team that provides the investment research that is used in making industry, issuer, and security selections. Howard has over 20 years of investment experience, and is responsible for oversight of the credit analyst team at Guardian Life. Prior to joining Guardian Life in 1998, he was a managing director at Salomon Smith Barney, having earlier been at UBS Securities and Drexel Burnham Lambert. Howard began his bond research career at Moody’s Investors Service and Standard & Poor’s Corporation. Howard received a B.A. from City College of New York, a J.D. from Fordham University, and an M.B.A. from Columbia University.

Andrew P. Pilara, Jr.

Andrew P. Pilara Jr. is a co-portfolio manager and analyst on the RS Value Team. He has managed RS Partners Fund, RS Investors Fund, and RS Global Natural Resources Fund since their inceptions, and RS Large Cap Alpha Fund since March 2009. Andy has been responsible for the management of RS Value Fund since 2002, and has been a member of that Fund’s management team since 1999. He also manages separate accounts. Prior to joining the firm in 1993, he was president of Pilara Associates, an investment management firm he established in 1974. He has been involved in the securities business for more than 30 years, with experience in portfolio management, research, trading, and sales. Andy holds a B.A. in economics from Saint Mary’s College.

David Salter

David Salter has been a member of the RS International Growth Fund investment team since October 2009. David joined Baillie Gifford in 2001 and as

Director of Institutional Clients has been a member of the Portfolio Construction Group for the International Growth strategy since 2007. David holds a B.A. in commerce from Napier University.

Kenneth L. Settles Jr., CFA

Kenneth L. Settles is a co-portfolio manager and an analyst on the RS Value Team. Ken has been a co-portfolio manager of RS Global Natural Resources Fund since 2007, of RS Large Cap Alpha Fund since March 2009 and of RS Partners Fund, RS Value Fund and RS Investors Fund since May 2009. Prior to joining the firm in 2006, he was a senior energy analyst at Neuberger Berman, LLC for seven years where he also co-managed the Neuberger Berman Premier Energy Portfolio. Previously, Ken spent three years at Salomon Smith Barney, Inc. where he was a financial analyst. Ken holds a B.A. in economics from Williams College. Ken is a CFA Charterholder.

Kavé Sigaroudinia

Kavé Sigaroudinia has been a member of the RS International Growth Fund investment team since October 2009. He joined Baillie Gifford in 1999 and has been a member of the International Growth strategy’s Portfolio Construction Group since 2005. Kavé holds a M.A. in economics from Edinburgh University.

Richard E. Sneller

Richard E. Sneller has been a member of the investment team of RS Emerging Markets Fund since its inception.* Richard joined Baillie Gifford & Co. in 1994 and is an investment manager in the emerging markets investment team. Richard is a partner of Baillie Gifford & Co. He holds a BSc (Econ) in statistics from the London School of Economics and an MSc in investment analysis from Stirling University.

William Sutcliffe

William Sutcliffe has been a member of the investment team of RS Emerging Markets Fund since 2001.* William joined Baillie Gifford & Co. in 1999 and is an investment manager in the emerging markets investment team. William holds an M.A. in History from Glasgow University.

Allison K. Thacker

Allison K. Thacker is a co-portfolio manager and analyst in the RS Growth Team. She has been a co-portfolio manager of RS Technology Fund since 2003, RS Small Cap Growth Fund and RS Select Growth Fund since 2007, RS Mid Cap Growth Fund since 2008, RS Small Cap Equity Fund since April 2009, and RS Growth Fund since May 2009. She also co-manages separate accounts. Prior to joining the firm in 2000 as an analyst covering Internet and

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consumer discretionary stocks, she worked as an analyst for the energy investment banking group at Merrill Lynch for two years. Allison holds a B.A. in economics from Rice University and an M.B.A. from Harvard Business School.

Nick Thomas

Nick Thomas has been a member of the RS International Growth Fund investment team since October 2009. Nick joined Baillie Gifford in 1998 and has been a member of the Portfolio Construction Group for the International Growth strategy since 2004. Nick holds a B.A. in classics from Cambridge University and is a CFA Charterholder.

D. Scott Tracy, CFA

D. Scott Tracy is a co-portfolio manager and analyst in the RS Growth Team. Scott has been a co-portfolio manager of RS Small Cap Growth Fund and RS Select Growth Fund since 2007, of RS Mid Cap Growth Fund since 2008, of RS Small Cap Equity Fund since April 2009, and of RS Growth Fund since May 2009. Prior to joining RS Investments in 2001, he spent three years at Shoreline Investment Management, the in-house asset management arm of Hewlett-Packard, where his research focus included technology and industrial companies. He has also served as an equity analyst at Montgomery Securities. Scott holds a B.A. in history from Trinity College and an M.B.A. from the University of California at Berkeley. Scott is a CFA Charterholder.

Sarah Whitley

Sarah Whitley has been a member of the RS International Growth Fund investment team since October 2009. Sarah joined Baillie Gifford in 1980 and became a Partner in 1986. She has been a member of the Portfolio Construction Group for the International Growth strategy since 2003. Sarah holds a B.A. in experimental psychology from Oxford University.

Joseph A. Wolf

Joseph A. Wolf is a co-portfolio manager and an analyst on the RS Value Team. He has been co–portfolio manager of RS Partners Fund and RS Value Fund since 2004, of RS Investors Fund since its inception, and of RS Large Cap Alpha Fund since March 2009; he also co-manages separate accounts. Previously, he had worked as a senior financial analyst at Goldman Sachs & Company for four years in both the equities division and the strategic consulting group. Joe holds a B.A. in medicine and psychology from Vanderbilt University and an M.B.A. from Harvard Business School.

* Includes service as a portfolio manager 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

This Prospectus offers only Class Y shares of certain RS Funds. Information about other classes of shares (and other RS Funds) is contained in separate prospectuses.

Expenses

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

Expenses You Pay Directly

No sales loads are imposed on Class Y shares. However, your financial intermediary may charge you a fee for helping you buy shares in the 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. Class Y shares do not pay 12b-1 fees.

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.

RS Investments may perform certain services and incur certain expenses with respect to the promotion of Fund shares and the servicing of shareholder accounts. GIS may reimburse RS Investments for such services and expenses.

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 advisers, banks, and insurance companies.

In some cases, a financial intermediary may hold its clients’ Fund shares in nominee or street name.

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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 a percentage of the value of the financial intermediary’s clients’ investments in the Funds. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the intermediary.

GIS and its affiliates (including RS Investments), 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 Financial Industry Regulatory Authority.

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.

Information about Class Y Shares

[All of the Funds offered in this Prospectus offer Class Y shares. Class Y shares are available for purchase by: (1) institutional investors, such as retirement plans, companies, foundations, trusts, endowments, and other entities where the total amount of potential investable assets exceeds $50 million, that either were introduced to the Funds by a financial intermediary that has entered into special arrangements with GIS relating to Class Y shares or were not introduced to the Funds by a financial intermediary; (2) a trustee or custodian under any pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company with an account(s) in excess of $10 million managed by RS Investments or its affiliates on a private-advisory-account basis; (3) officers, directors, and employees of RS Investments and its affiliates and their family members and current and former Trustees of the Trust and their family members; or (4) investors purchasing shares in a Fund outside of broker-dealer retail distribution channels (including, without limitation, wrap-fee programs operated through such channels) who make a minimum investment in that Fund of $1 million through a single account, and do not cause that account’s investment in the Fund to be less than $1 million. The Trust or RS Investments may waive the conditions for purchase of Class Y shares in their sole discretion.]

[If you own Class A shares of an RS Fund outside of broker-dealer retail distribution channels and satisfy one of the conditions for purchase of Class Y shares set forth above, you may be able to convert the Class A shares held by you into Class Y shares of that Fund. All determinations as to eligibility of an investor to purchase Class Y shares of a Fund will be made by RS Investments in its sole discretion. Contact RS Investments’ Institutional Services for information at 800-766-3863, Option 2.]

There is a $100 minimum subsequent purchase requirement. You do not pay a sales load of any kind on Class Y shares, and these shares are not subject to 12b-1 fees.

The Trust reserves the right to convert Class Y shares of an RS Fund held in an investor’s account to Class A shares of that Fund to the extent the investor no longer satisfies the eligibility conditions for Class Y shares. An investor’s Class Y shares will not be converted to Class A shares without prior notice by the Trust.

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RS Investments reserves the right to redeem Y shares of an RS Fund in any account if the aggregate value of the accountholder’s investments in that Fund falls below $1,000,000 due to redemptions. You will be allowed 60 days to make an additional investment to meet the minimum $1,000,000 balance requirement, or to choose to exchange your shares for Class A shares of that Fund, 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.

How Shares Are Priced

Each Fund calculates the NAV of each of its classes of shares by dividing the total value of the assets attributable to that class, less the liabilities attributable to that class, by the number of shares of that class that are outstanding. Shares are valued as of the close of regular trading on the NYSE (generally 4:00 p.m. eastern time) each day the NYSE is open. The Funds will not price their shares on days when the NYSE is closed. The Funds value their portfolio securities for which market quotations are readily available at market value. Such securities are valued at the last reported sales price on the principal exchange or market on which they are traded or, if there were no sales that day, at the mean between the closing bid and asked prices. Securities traded on the NASDAQ Stock Market LLC (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sales price. If the NASDAQ official closing price is not available for a security, that security will generally be valued using the last reported sales price or, if no sales are reported, at the mean between the closing bid and asked prices. Short-term investments that will mature in 60 days or less are valued at amortized cost, which approximates market value. Debt securities with more than 60 days to maturity for which quoted bid prices are readily available are valued by an independent pricing service at the bid price. Debt securities with more than 60 days to maturity for which quoted bid prices are not readily available will be valued by an independent pricing service at estimated market value using matrix pricing or such other valuation methodology as may be deemed reasonable by RS Investments. The Funds value securities and assets at their fair values when a market quotation is not readily available or may be unreliable, as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees. 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 value of the securities held directly by the Fund and 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.

All assets and liabilities of a Fund denominated in foreign currencies are valued using the exchange rates quoted at the close of the NYSE. Fluctuations in the values of such currencies in relation to the U.S. dollar will affect the NAV of a Fund’s shares even if there has not been any change in the values of such securities as quoted in such foreign currencies. Because certain of the securities in which a Fund may invest may trade on days when the Fund does not price its shares, the NAV of a Fund’s shares may change on days when shareholders will not be able to purchase or redeem their shares.

Generally, trading in certain securities (such as foreign securities) is substantially completed each day at various times prior to the close of the NYSE. The values of these securities used in determining the NAV are computed as of such times. Events affecting the values of those securities may occur between such times and the close of the NYSE and therefore may not be reflected in the computation of the NAV. A Fund may determine the fair value of those securities in accordance with pricing guidelines and procedures adopted by the Trust’s Board of Trustees. For all Funds except RS International Growth Fund and RS Emerging Markets Fund, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of a Fund’s investments in foreign securities will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed each day and the close of the NYSE. For RS International Growth Fund and RS Emerging Markets Fund, the value of the Funds’ investments in foreign securities will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed each day and the close of the NYSE. The fair value of one or more of the securities in the portfolio, which is used to determine a Fund’s NAV, could be different from the actual value at which those securities could be sold in the market. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in a Fund.

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Fair value pricing may also be used for other securities when their prices become stale due to a lack of trading activity or are determined for other reasons not to reflect their fair values accurately.

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 106 for more information.

To buy shares of a Fund, you will need:

• payment for the purchase where applicable,

• instructions for your investment, and

• a properly completed Trust application.

Financial intermediaries 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 other charges imposed by a Fund, as described in this Prospectus.

You can make follow-up purchases through your financial intermediary (who may charge for this) or directly through our transfer agent, Boston Financial Data Services (800-766-3863).

You may make your follow-up investments by mail, online, by wire transfer, or by telephone as described below and on the following page. All purchases must be made in U.S. dollars.

• 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. 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. Certain bank checks will be accepted. If your purchase of shares is canceled due to non-payment 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. 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 have an existing account, 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. For you to use this service, your bank must be a member of the Automated Clearing House, and 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 next determined after funds are received (normally within two business days of the order).

• By Wire You can make a purchase by wire transfer 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 wire purchase must be sent to the following bank account:

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.

• By Telephone You or your registered representative can place an order with us by phone by calling 800-766-3863 between 9:00 a.m. and 6:00 p.m. eastern time on any business day. Requests received after 4:00 pm eastern time on any business day will be processed on the next business day. For you to use this service, your bank must be a member of the Automated Clearing House, and 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 telephone order will be the public offering price next determined 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 financial intermediaries 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

RS Partners Fund and RS Emerging Markets Fund are currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. This limitation will preclude some existing shareholders of RS Partners Fund and RS Emerging Markets Fund from making additional investments into these Funds. Contact RS Investments

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Your Investment

for more information. In addition, RS Partners Fund and RS Emerging Markets Fund are offered to employees of RS Investments and its affiliates and their family members and to current and former Trustees of the Trust and their family members. The Trust or RS Investments may at its discretion impose additional limitations on the sale of shares of RS Partners Fund or RS Emerging Markets Fund or any other Fund at any time and may waive or eliminate any limitation at any time without notice.

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 102) 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.

The Trust reserves the right, at 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 or RS Investments 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 may disrupt portfolio management strategies or 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 106.

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.

You can arrange to sell your shares in writing, over the telephone, over the Internet, or through a financial intermediary. You can also arrange to receive the proceeds of the sale by wire.

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 1.00% of the value of a Fund’s net assets at the beginning of the period. If 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 any of the following procedures.

• By Mail If you wish, you can send us a written request to sell your shares.

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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 the following address:

Boston Financial Data Services

[name of your RS Fund]

330 West 9th Street, First Floor

Kansas City, MO 64105-1514

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, a partnership, an 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, 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 you may call 800-766-3863 between 9:00 a.m. and 6:00 p.m. eastern time on any business day. 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.

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 such 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. 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 that 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.

• 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.

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. See “Other Information About Purchasing Shares” on page [    ] for information about exchanges into RS Partners Fund or RS Emerging Markets Fund. Exchanges of shares will be made at their relative NAVs. 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 the shareholder qualifies to purchase shares of that Fund.

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 (financial intermediaries may charge for this). You

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Your Investment

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 $100, and Internet exchanges must be less than $1 million. Telephone and Internet exchanges have the same security rules as telephone and Internet withdrawals.

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 a Fund’s performance, operations, and shareholders. Excessive trading may disrupt portfolio management of a Fund and create transaction and other administrative costs that are borne by all 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 that the Trust 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, at 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 or RS Investments believes in its sole judgment could be harmful to a Fund or is excessively frequent). Shareholders who effect two redemptions (including those effected by exchange) of a Fund’s shares within 60 days of a purchase of shares of that Fund, or other persons that the Trust or RS Investments believes may be engaged in activity harmful to a Fund or its shareholders, may be restricted for a period of time as determined by the Trust or RS Investments from investing in the Funds. Persons that the Trust or RS Investments believes may be engaged in activity harmful to a Fund or its shareholders, may, at RS Investments’ or the 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 and RS Investments to monitor trades that are placed through omnibus or other nominee accounts is limited in those instances in which the financial intermediary, retirement plan administrator, or fee-based-program sponsor maintains the record of a Fund’s underlying beneficial owners. The Trust or RS Investments 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. Each Fund reserves the right, in its sole discretion, to allow financial intermediaries to apply alternative short-term trading policies. The Funds will use reasonable diligence to confirm that such intermediaries are applying the Funds’ short-term trading policy or an acceptable alternative. Consult the disclosure provided by your financial intermediary for any alternative short-term trading policies that may apply to your account. There can be no assurance that the Trust or RS Investments will identify all harmful purchase or redemption activity, or market-timing or similar activities, affecting a Fund or that the Trust or RS Investments will be successful in limiting such activities.

Mutual funds that invest in foreign securities traded in markets that close before the NYSE may be subject to 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.

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.

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Dividends and Distributions

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

• RS Investment Quality Bond Fund

• RS Low Duration Bond Fund

• RS High Yield Bond Fund

• RS Tax-Exempt Fund

• RS High Yield Municipal Bond Fund

• RS Floating Rate Fund

• RS Strategic Income Fund

Each other Fund intends to distribute substantially all net investment income to shareholders at least once a 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 (or more often, if necessary to avoid certain excise or income taxes on the Fund).

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 elect to be treated and qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code, 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 the imposition of excise taxes. If a Fund were to fail to qualify as a regulated investment company, corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders would result. 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 an 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 and RS High Yield Municipal Bond 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 a Fund owned the investments that generated them, rather than by how long you have held Fund shares. Distributions of net capital gains (that is, the excess of net long-term capital gains over net short-term capital losses) from the sale of investments that a Fund owned for more than one year and that are properly designated by that Fund as capital gains dividends will be taxable as long-term capital gains. Distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income. For taxable years beginning before January 1, 2011, 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 before January 1, 2011. It is currently unclear whether Congress will extend either this provision for reduced capital gains rates or the provision for QDI described above for tax years beginning on or after January 1, 2011. Distributions attributable to gain from the sale of master limited partnerships may be taxed as ordinary income. If RS Strategic Income Fund invests in tax credit bonds and elects to pass the accompanying tax credits through to you, you will be treated as having received a distribution in money equal to your proportionate share of the amount of such credits and be permitted to take a credit against your U.S. federal income tax liability in the amount of the deemed distribution, subject to certain limitations imposed by the Code on such credits. RS Strategic Income Fund has not decided whether it will pass such credits through to its shareholders or not. 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

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Your Investment

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, RS High Yield Municipal Bond Fund, RS Floating Rate Fund and RS Strategic Income 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, RS High Yield Municipal Bond Fund, RS Floating Rate Fund and RS Strategic Income Fund are not expected to be QDI. Dividends from the other Funds will be designated as QDI to the extent, if any, that 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 alternative minimum tax (“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.

Distributions from RS High Yield Municipal Bond Fund

RS High Yield Municipal Bond Fund expects to be eligible to distribute primarily exempt-interest dividends. These dividends generally will be exempt income for federal income tax purposes whether received in the form of cash or additional shares, but may be subject to state and local taxes, as well as the federal alternative minimum tax. Certain debt instruments in which the Fund is permitted to invest pay interest income subject to federal income tax. Distributions of market discount, short-term capital gains, and other taxable investment income 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. If the Fund invests substantially in private activity bonds, a substantial portion of the fund’s exempt-interest dividends will potentially be subject to the AMT and therefore not exempt from all federal income tax. Note that all exempt-interest dividends paid to a corporate shareholder will be included in adjusted current earnings for purposes of determining the corporation’s adjusted minimum taxable income potentially subject to the AMT. If you are a corporate shareholder or an individual shareholder who is or will be subject to the AMT, please consult your tax adviser regarding the implications of holding shares in the RS High Yield Municipal Bond Fund.

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.

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Interest on indebtedness you incurred to purchase or carry shares of RS High Yield Municipal Bond 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 in the Funds (including an exchange for shares of another Fund) will also generally be subject to federal income tax as capital gains. Shares held by you for more than one year will be taxable as long-term capital gains described above. Shares held for less than one year will be taxable as short-term 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. If eligible, the Funds do not intend to elect to permit shareholders to claim a credit or deduction with respect to their pro rata portions of the foreign taxes paid by the Funds. In addition, a Fund’s investments in foreign securities or 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.

Other Investments

A Fund’s investments in certain debt obligations, mortgage-backed securities and asset-backed securities may require the Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to liquidate other investments in its portfolio that it otherwise would have continued to hold, including when it is not advantageous to do so.

A Fund’s investments in derivatives and ETFs could affect the amount, timing and character of distributions from the Fund, and therefore, may increase the amount of taxes payable by its shareholders.

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 about 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 “Portfolio Holdings” and “Statistical Summaries” under the heading “Communications” on RS Investments’ Web site, the following information is or will be generally available to you:

Information	Available on Web Site No Earlier Than
Each Fund’s top 10 securities holdings and other portfolio statistics (which may include statistical summaries of the Fund’s portfolio holdings and commentaries by the Fund’s portfolio manager(s) that disclose the identity of a single or small number of specific securities held by the Fund) as of each quarter’s end	10 days after quarter-end
Each Fund’s 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.

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Financial Highlights

The “Financial Highlights” tables below 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. The information relates to the Funds’ Class A and Class Y shares, except for RS High Yield Municipal Bond Fund, RS Floating Rate Fund and RS Strategic Income Fund, for which only information relating to Class Y Shares is shown. 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 in an investment in the Fund (assuming the reinvestment of all distributions).

The financial highlights for Class Y shares of each of the Funds and for Class A shares of RS Partners Fund, RS Value Fund, RS Investors Fund, RS Global Natural Resources Fund, RS Small Cap Growth Fund, RS Select Growth Fund, RS Mid Cap Growth Fund, RS Growth Fund, RS Technology Fund, have been audited by the Funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), whose report, along with such Funds’ financial statements, is included in the Funds’ annual reports, which are available on request, or online at www.RSinvestments.com.

RS Funds Financial Highlights

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Partners Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	30.81	$	(0.17	)	$	(11.79	)	$	(11.96	)	$	—		$	(0.85	)	$	(0.85	)
Year ended 12/31/2007		35.04		(0.03	)		(1.31	)		(1.34	)		(0.12	)		(2.77	)		(2.89	)
Year ended 12/31/2006		33.01		0.10			3.61			3.71			(0.09	)		(1.59	)		(1.68	)
Year ended 12/31/2005		34.77		—			4.17			4.17			—			(5.93	)		(5.93	)
RS Partners Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	30.74	$	0.03		$	(11.93	)	$	(11.90	)	$	—		$	(0.85	)	$	(0.85	)
Period from 05/01/20073 to 12/31/20074		37.83		0.15			(4.20	)		(4.05	)		(0.27	)		(2.77	)		(3.04	)
RS Value Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	26.27	$	0.04		$	(11.01	)	$	(10.97	)	$	(0.04	)	$	(0.27	)	$	(0.31	)
Year ended 12/31/2007		27.43		0.02			1.00			1.02			(0.11	)		(2.07	)		(2.18	)
Year ended 12/31/2006		24.55		0.03			3.99			4.02			(0.31	)		(0.83	)		(1.14	)
Year ended 12/31/2005		21.99		0.03			2.54			2.57			(0.01	)		—			(0.01	)
RS Value Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	26.23	$	0.16		$	(11.06	)	$	(10.90	)	$	(0.13	)	$	(0.27	)	$	(0.40	)
Period from 05/01/20073 to 12/31/20074		30.15		0.08			(1.72	)		(1.64	)		(0.21	)		(2.07	)		(2.28	)
RS Investors Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.59	$	(0.16	)	$	(4.64	)	$	(4.80	)	$	—		$	(0.62	)	$	(0.62	)
Year ended 12/31/2007		11.75		(0.11	)		(0.01	)		(0.12	)		—			(2.04	)		(2.04	)
Year ended 12/31/2006		10.44		(0.03	)		1.87			1.84			—			(0.53	)		(0.53	)
Period from 11/15/20053 to 12/31/20054		10.00		(0.01	)		0.45			0.44			—			—			—

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The financial highlights for Class A shares of RS Small Cap Equity Fund, RS Large Cap Alpha Fund, RS International Growth Fund, RS Emerging Markets Fund, RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, and RS Tax-Exempt Fund for the years ended December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2009, have been audited by the Funds’ independent registered public accounting firm, PwC. The financial highlights for these Funds for each of the periods through December 31, 2005 were audited by the Predecessor Funds’ independent registered public accounting firm. PwC’s report, along with such Funds’

financial statements, is included in the Funds’ annual reports, which are available on request or online at www.RSinvestments.com.

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	18.00	(38.63	)%	$	1,045,803	1.49	%	1.52	%	(0.50	)%	(0.53	)%	64	%
	30.81	(3.78	)%		2,187,893	1.49	%	1.51	%	(0.12	)%	(0.14	)%	57	%
	35.04	11.19	%		2,532,086	1.49	%	1.52	%	0.29	%	0.26	%	60	%
	33.01	11.94	%		2,164,407	1.48	%	1.52	%	—	%	(0.04	)%	77	%
$	17.99	(38.52	)%	$	102,488	1.28	%	1.31	%	(0.28	)%	(0.31	)%	64	%
	30.74	(10.65	)%		35,137	1.11	%	1.13	%	0.44	%	0.42	%	57	%
$	14.99	(41.73	)%	$	1,292,905	1.40	%	1.40	%	0.16	%	0.16	%	49	%
	26.27	3.76	%		2,526,734	1.32	%	1.32	%	0.06	%	0.06	%	59	%
	27.43	16.37	%		2,000,665	1.36	%	1.37	%	0.06	%	0.05	%	72	%
	24.55	11.67	%		1,596,317	1.39	%	1.39	%	(0.15	)%	(0.15	)%	83	%
$	14.93	(41.50	)%	$	47,545	1.04	%	1.04	%	0.64	%	0.64	%	49	%
	26.23	(5.41	)%		32,029	0.98	%	0.99	%	0.51	%	0.50	%	59	%
$	4.17	(49.50	)%	$	8,955	1.98	%	1.98	%	(1.33	)%	(1.33	)%	65	%
	9.59	(0.72	)%		30,691	1.60	%	1.60	%	(0.60	)%	(0.60	)%	71	%
	11.75	17.55	%		65,129	1.54	%	1.60	%	(0.23	)%	(0.29	)%	116	%
	10.44	4.40	%		49,463	3.74	%	3.77	%	(1.66	)%	(1.69	)%	5	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Returns of Capital			Total Distributions
RS Investors Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.61	$	(0.12	)	$	(4.69	)	$	(4.81	)	$	—		$	(0.62	)	$	—		$	(0.62	)
Period from 05/01/20073 to 12/31/20074		12.56		(0.01	)		(0.90	)		(0.91	)		—			(2.04	)		—			(2.04	)
RS Global Natural Resources Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	37.97	$	(0.05	)	$	(17.71	)	$	(17.76	)	$	(0.01	)	$	(0.15	)	$	—		$	(0.16	)
Year ended 12/31/2007		30.84		—			9.81			9.81			(0.01	)		(2.67	)		—			(2.68	)
Year ended 12/31/2006		32.65		0.12			2.72			2.84			(0.37	)		(4.28	)		—			(4.65	)
Year ended 12/31/2005		24.72		0.32			10.14			10.46			(0.69	)		(1.84	)		—			(2.53	)
RS Global Natural Resources Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	38.00	$	0.08		$	(17.78	)	$	(17.70	)	$	(0.01	)	$	(0.15	)	$	—		$	(0.16	)
Period from 05/01/20073 to 12/31/20074		35.26		0.09			5.38			5.47			(0.06	)		(2.67	)		—			(2.73	)
RS Small Cap Equity Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.28	$	(0.04	)	$	(5.06	)	$	(5.10	)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	(0.08	)
Year ended 12/31/2007		17.90		0.06			0.75			0.81			(0.05	)		(4.38	)		—			(4.43	)
Year ended 12/31/2006		16.58		(0.05	)		2.73			2.68			—			(1.36	)		—			(1.36	)
Year ended 12/31/2005		19.40		(0.04	)		(0.05	)		(0.09	)		—			(2.73	)		—			(2.73	)
RS Small Cap Equity Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.18	$	0.00	5	$	(5.04	)	$	(5.04	)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	(0.08	)
Period from 05/01/20073 to 12/31/20074		19.44		0.12			(0.88	)		(0.76	)		(0.12	)		(4.38	)		—			(4.50	)
RS Large Cap Alpha Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	42.46	$	0.32		$	(12.76	)	$	(12.44	)	$	(0.32	)	$	—		$	—		$	(0.32	)
Year ended 12/31/2007		37.19		0.26			5.23			5.49			(0.22	)		—			—			(0.22	)
Year ended 12/31/2006		32.26		0.32			5.06			5.38			(0.45	)		—			—			(0.45	)
Year ended 12/31/2005		31.37		0.47			0.74			1.21			(0.32	)		—			—			(0.32	)

112 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets			Portfolio Turnover Rate
$	4.18	(49.52	)%	$	991	1.70	%	1.70	%	(1.04	)%		(1.04	)%	65	%
	9.61	(6.98	)%		3,478	1.37	%	1.38	%	(0.28	)%		(0.29	)%	71	%
$	20.05	(46.76	)%	$	843,964	1.49	%	1.49	%	(0.13	)%		(0.13	)%	43	%
	37.97	32.07	%		2,080,904	1.45	%	1.45	%	—	%		—	%	37	%
	30.84	8.11	%		1,610,612	1.49	%	1.53	%	0.24	%		0.20	%	62	%
	32.65	42.23	%		1,715,182	1.49	%	1.56	%	0.95	%		0.88	%	62	%
$	20.14	(46.57	)%	$	37,239	1.18	%	1.19	%	0.17	%		0.16	%	43	%
	38.00	15.76	%		89,402	1.12	%	1.12	%	0.46	%		0.46	%	37	%
$	9.10	(35.67	)%	$	68,315	1.27	%	1.29	%	(0.33	)%		(0.35	)%	119	%
	14.28	4.84	%		129,796	1.22	%	1.22	%	0.30	%		0.30	%	148	%
	17.90	16.90	%		143,972	1.27	%	1.27	%	(0.28	)%		(0.28	)%	136	%
	16.58	(0.15	)%		132,246	1.25	%	1.25	%	(0.20	)%		(0.20	)%	124	%
$	9.06	(35.50	)%	$	193	1.02	%	1.02	%	(0.02	)%		(0.02	)%	119	%
	14.18	(3.61	)%		162	1.00	%	1.01	%	3.29	%		3.28	%	148	%
$	29.70	(29.29	)%	$	629,799	0.93	%	0.95	%	0.90	%	$	0.88	%	54	%
	42.46	14.78	%		832,425	0.93	%	0.93	%	0.59	%		0.59	%	60	%
	37.19	16.87	%		787,661	0.93	%	0.94	%	0.79	%		0.78	%	81	%
	32.26	3.90	%		796,034	0.91	%	0.91	%	1.32	%		1.32	%	101	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

5 Rounds to $0.00 per share.

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS Large Cap Alpha Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	42.40	$	0.44		$	(12.80	)	$	(12.36	)	$	(0.42	)	$	—	$	(0.42	)
Period from 05/01/20073 to 12/31/20074		40.26		0.15			2.34			2.49			(0.35	)		—		(0.35	)
RS Small Cap Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	40.63	$	(0.48	)	$	(18.05	)	$	(18.53	)	$	—		$	—	$	—
Year ended 12/31/2007		35.66		(0.53	)		5.50			4.97			—			—		—
Year ended 12/31/2006		32.58		(0.48	)		3.56			3.08			—			—		—
Year ended 12/31/2005		32.36		(0.50	)		0.72			0.22			—			—		—
RS Small Cap Growth Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	40.73	$	(0.25	)	$	(18.25	)	$	(18.50	)	$	—		$	—	$	—
Period from 05/01/20073 to 12/31/20074		37.61		(0.16	)		3.28			3.12			—			—		—

114 800-766-3863

Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	29.62	(29.13	)%	$	1,456	0.71	%	0.71	%	1.17	%	1.17	%	54	%
	42.40	6.19	%		832	0.71	%	0.71	%	0.85	%	0.85	%	60	%
$	22.10	(45.61	)%	$	251,233	1.49	%	1.49	%	(1.20	)%	(1.20	)%	159	%
	40.63	13.94	%		563,068	1.47	%	1.47	%	(1.13	)%	(1.13	)%	120	%
	35.66	9.45	%		738,413	1.51	%	1.52	%	(1.21	)%	(1.22	)%	129	%
	32.58	0.68	%		930,296	1.54	%	1.54	%	(1.32	)%	(1.32	)%	95	%
$	22.23	(45.42	)%	$	6,222	1.16	%	1.16	%	(0.87	)%	(0.87	)%	159	%
	40.73	8.30	%		11,064	1.10	%	1.11	%	(0.67	)%	(0.68	)%	120	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Returns of Capital		Total Distributions
RS Select Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	27.43	$	(0.40	)	$	(11.95	)	$	(12.35	)	$	—		$	—		$	—	$	—
Year ended 12/31/2007		24.13		(0.44	)		3.74			3.30			—			—			—		—
Year ended 12/31/2006		22.33		(0.45	)		2.25			1.80			—			—			—		—
Year ended 12/31/2005		22.69		(0.47	)		0.11			(0.36	)		—			—			—		—
RS Select Growth Fund (Class Y):
Period from 05/01/20093 to 12/31/20094
RS Mid Cap Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.17	$	(0.13	)	$	(7.32	)	$	(7.45	)	$	—		$	(0.26	)	$	—	$	(0.26	)
Year ended 12/31/2007		14.17		(0.12	)		2.58			2.46			—			(2.46	)		—		(2.46	)
Year ended 12/31/2006		13.34		(0.11	)		1.38			1.27			—			(0.44	)		—		(0.44	)
Year ended 12/31/2005		12.18		(0.09	)		1.25			1.16			—			—			—		—
RS Mid Cap Growth Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.21	$	(0.03	)	$	(7.42	)	$	(7.45	)	$	—		$	(0.26	)	$	—	$	(0.26	)
Period from 05/01/20073 to 12/31/20074		15.44		(0.06	)		1.29			1.23			—			(2.46	)		—		(2.46	)
RS Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.43	$	(0.03	)	$	(6.28	)	$	(6.31	)	$	—		$	(0.16	)	$	—	$	(0.16	)
Year ended 12/31/2007		15.25		(0.04	)		2.02			1.98			—			(2.80	)		—		(2.80	)
Year ended 12/31/2006		15.85		0.01			1.73			1.74			(0.01	)		(2.33	)		—		(2.34	)
Year ended 12/31/2005		16.66		(0.03	)		1.92			1.89			—			(2.70	)		—		(2.70	)
RS Growth Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	14.41	$	0.02		$	(6.29	)	$	(6.27	)	$	—		$	(0.16	)	$	—	$	(0.16	)
Period from 05/01/20073 to 12/31/20074		15.81		—			1.46			1.46			—			(2.86	)		—		(2.86	)
RS Technology Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	17.53	$	(0.14	)	$	(8.78	)	$	(8.92	)	$	(0.03	)	$	(0.08	)	$	—	$	(0.11	)
Year ended 12/31/2007		15.88		(0.13	)		3.64			3.51			—			(1.86	)		—		(1.86	)
Year ended 12/31/2006		16.35		(0.20	)		1.55			1.35			—			(1.82	)		—		(1.82	)
Year ended 12/31/2005		16.02		(0.27	)		0.60			0.33			—			—			—		—
RS Technology Fund (Class Y):
Year ended 12/31/2009
Year ended 12/31/2008	$	17.57	$	(0.05	)	$	(8.86	)	$	(8.91	)	$	(0.03	)	$	(0.08	)	$	—	$	(0.11	)
Period from 05/01/20073 to 12/31/20074		16.79		(0.05	)		2.69			2.64			—			(1.86	)		—		(1.86	)

116 800-766-3863

	Redemption Fees		Net Asset Value, End of Period	Total Return1			Net Assets, End of Period (000s)	Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	15.08	(45.02	)%	$	47,730	1.68	%	1.69	%	(1.31	)%	(1.32	)%	157	%
	—		27.43	13.68	%		129,812	1.54	%	1.55	%	(1.14	)%	(1.15	)%	163	%
	—		24.13	8.06	%		215,325	1.64	%	1.65	%	(1.35	)%	(1.36	)%	195	%
	—		22.33	(1.59	)%		385,878	1.63	%	1.64	%	(1.25	)%	(1.26	)%	184	%
$	—	$	6.46	(52.50	)%	$	89,584	1.29	%	1.35	%	(0.83	)%	(0.89	)%	281	%
	—		14.17	17.53	%		288,956	1.34	%	1.39	%	(0.89	)%	(0.94	)%	262	%
	—		14.17	9.43	%		267,807	1.30	%	1.36	%	(0.79	)%	(0.85	)%	214	%
	—		13.34	9.52	%		218,771	1.34	%	1.39	%	(0.77	)%	(0.82	)%	207	%
$	—	$	6.50	(52.35	)%	$	998	1.00	%	1.05	%	(0.55	)%	(0.60	)%	281	%
	—		14.21	8.12	%		3,560	1.03	%	1.13	%	(0.63	)%	(0.73	)%	262	%
$	—	$	7.96	(43.73	)%	$	91,714	1.33	%	1.33	%	(0.28	)%	(0.28	)%	281	%
	—		14.43	13.10	%		196,128	1.29	%	1.29	%	(0.26	)%	(0.26	)%	242	%
	—		15.25	10.79	%		191,915	1.35	%	1.35	%	0.07	%	0.07	%	180	%
	—		15.85	11.32	%		206,737	1.37	%	1.37	%	(0.19	)%	(0.19	)%	159	%
$	—	$	7.98	(43.51	)%	$	823	1.05	%	1.05	%	(0.03	)%	(0.03	)%	281	%
	—		14.41	9.32	%		3,139	0.99	%	0.99	%	0.02	%	0.02	%	242	%
$	—	$	8.50	(50.90	)%	$	58,414	1.68	%	1.68	%	(0.73	)%	(0.73	)%	115	%
	—		17.53	22.25	%		161,788	1.51	%	1.51	%	(1.14	)%	(1.14	)%	134	%
	—		15.88	8.19	%		84,485	1.62	%	1.63	%	(1.26	)%	(1.27	)%	178	%
	—		16.35	2.06	%		89,985	1.62	%	1.62	%	(1.54	)%	(1.54	)%	141	%
$	—	$	8.55	(50.73	)%	$	430	1.35	%	1.35	%	(0.41	)%	(0.41	)%	115	%
	—		17.57	15.86	%		830	1.16	%	1.25	%	(0.77	)%	(0.86	)%	134	%

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Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Returns of Capital			Total Distributions
RS International Growth Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	20.70	$	0.27	$	(9.22	)	$	(8.95	)	$	(0.14	)	$	—		$	(0.02	)	$	(0.16	)
Year ended 12/31/2007		18.59		0.18		2.44			2.62			(0.51	)		—			—			(0.51	)
Year ended 12/31/2006		15.28		0.06		3.35			3.41			(0.10	)		—			—			(0.10	)
Year ended 12/31/2005		13.26		0.07		2.00			2.07			(0.05	)		—			—			(0.05	)
RS International Growth Fund (Class Y):
Period from 03/09/20093 to 12/31/20094
RS Emerging Markets Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	27.68	$	0.07	$	(15.49	)	$	(15.42	)	$	—		$	(0.12	)	$	—		$	(0.12	)
Year ended 12/31/2007		22.01		0.15		9.31			9.46			(0.35	)		(3.44	)		—			(3.79	)
Year ended 12/31/2006		19.28		0.04		6.59			6.63			(0.03	)		(3.87	)		—			(3.90	)
Year ended 12/31/2005		14.67		0.10		5.61			5.71			(0.05	)		(1.05	)		—			(1.10	)
RS Emerging Markets Fund (Class Y):
Period from 03/09/20093 to 12/31/20094
RS Investment Quality Bond Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.79	$	0.42	$	(0.45	)	$	(0.03	)	$	(0.42	)	$	—		$	—		$	(0.42	)
Year ended 12/31/2007		9.69		0.44		0.10			0.54			(0.44	)		—			—			(0.44	)
Year ended 12/31/2006		9.76		0.42		(0.04	)		0.38			(0.42	)		(0.03	)		—			(0.45	)
Year ended 12/31/2005		10.02		0.38		(0.18	)		0.20			(0.38	)		(0.08	)		—			(0.46	)
RS Investment Quality Bond Fund (Class Y):
Period from 05/01/20093 to 12/31/20094
RS Low Duration Bond Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.89	$	0.34	$	(0.01	)	$	0.33		$	(0.34	)	$	—		$	—		$	(0.34	)
Year ended 12/31/2007		9.80		0.42		0.09			0.51			(0.42	)		—			—			(0.42	)
Year ended 12/31/2006		9.77		0.37		0.03			0.40			(0.37	)		—			—			(0.37	)
Year ended 12/31/2005		9.93		0.29		(0.16	)		0.13			(0.29	)		—			—			(0.29	)

118 800-766-3863

Redemption Fees			Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	—		$	11.59	(43.23	)%	$	23,622	1.50	%	1.50	%	1.42	%	1.42	%	35	%
	—			20.70	14.17	%		48,629	1.52	%6	1.52	%	0.65	%	0.65	%	25	%
	0.00	5		18.59	22.44	%		48,304	1.73	%	1.73	%	0.37	%	0.37	%	25	%
	0.00	5		15.28	15.63	%		39,786	1.86	%	1.86	%	0.48	%	0.48	%	28	%
$	—		$	12.14	(55.70	)%	$	362,998	1.58	%	1.58	%	0.41	%	0.41	%	82	%
	—			27.68	43.72	%		356,732	1.59	%	1.59	%	0.72	%	0.72	%	49	%
	0.00	5		22.01	35.79	%		174,478	1.75	%	1.78	%	0.26	%	0.23	%	56	%
	0.00	5		19.28	39.83	%		121,194	1.78	%	1.78	%	0.78	%	0.78	%	38	%
$	—		$	9.34	(0.35	)%	$	88,118	0.85	%	1.01	%	4.34	%	4.18	%	172	%
	—			9.79	5.73	%		94,057	0.85	%	1.04	%	4.56	%	4.37	%	154	%
	—			9.69	4.08	%		89,505	0.86	%	1.04	%	4.40	%	4.22	%	147	%
	—			9.76	2.07	%		99,230	0.85	%	1.00	%	3.83	%	3.68	%	189	%
$	—		$	9.88	3.35	%	$	17,326	0.80	%	1.23	%	3.37	%	2.94	%	127	%
	—			9.89	5.29	%		10,320	0.80	%	1.29	%	4.25	%	3.76	%	53	%
	—			9.80	4.16	%		9,759	0.80	%	1.50	%	3.77	%	3.07	%	67	%
	—			9.77	1.34	%		9,316	0.80	%	1.53	%	2.95	%	2.22	%	122	%

Distributions reflect actual per-share amounts distributed for the period.

1 Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

2 Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.

3 Commencement of operations.

4 Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

5 Rounds to $0.00 per share

6 Includes effect of overdraft expenses. In absence of this expense, Net Ratio of Expenses to Average Net Assets would be 1.51%.

www.RSinvestments.com 119

Financial Highlights

RS Funds Financial Highlights (continued)

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Returns of Capital		Total Distributions
RS Low Duration Bond Fund (Class Y):
Period from 05/01/20093 to 12/31/20094
RS High Yield Bond Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	7.03	$	0.52	$	(1.87	)	$	(1.35	)	$	(0.52	)	$	—		$	—	$	(0.52	)
Year ended 12/31/2007		7.49		0.54		(0.46	)		0.08			(0.54	)		—			—		(0.54	)
Year ended 12/31/2006		7.35		0.51		0.14			0.65			(0.51	)		—			—		(0.51	)
Year ended 12/31/2005		7.58		0.47		(0.23	)		0.24			(0.47	)		—			—		(0.47	)
RS High Yield Bond Fund (Class Y):
Period from 05/01/20093 to 12/31/20094
RS Tax-Exempt Fund (Class A):
Year ended 12/31/2009
Year ended 12/31/2008	$	9.83	$	0.33	$	(0.35	)	$	(0.02	)	$	(0.33	)	$	—		$	—	$	(0.33	)
Year ended 12/31/2007		10.08		0.36		(0.22	)		0.14			(0.36	)		(0.03	)		—		(0.39	)
Year ended 12/31/2006		9.98		0.36		0.13			0.49			(0.36	)		(0.03	)		—		(0.39	)
Year ended 12/31/2005		10.19		0.36		0.05			0.41			(0.36	)		(0.26	)		—		(0.62	)
RS Tax-Exempt Fund (Class Y):
Period from 05/01/20093 to 12/31/20094
RS High Yield Municipal Bond Fund (Class Y):
Period from 11/24/20093 to 12/31/20094
RS Floating Rate Fund (Class Y):
Period from 12/8/20093 to 12/31/20094
RS Strategic Income Fund (Class Y):
Period from 11/24/20093 to 12/31/20094

120 800-766-3863

Redemption Fees			Net Asset Value, End of Period		Total Return1		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets2		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/(Loss) to Average Net Assets2		Gross Ratio of Net Investment Income/(Loss) to Average Net Assets		Portfolio Turnover Rate
$	—		$	5.16	(20.10	)%	$	41,222	0.85	%	1.18	%	8.38	%	8.05	%	72	%
	—			7.03	1.04	%		48,425	0.85	%	1.17	%	7.37	%	7.05	%	95	%
	0.00	5		7.49	9.14	%		49,616	0.85	%	1.19	%	6.90	%	6.56	%	82	%
	0.00	5		7.35	3.34	%		48,246	0.85	%	1.19	%	6.38	%	6.04	%	89	%
$	—		$	9.48	(0.23	)%	$	96,557	0.85	%	0.96	%	3.38	%	3.27	%	113	%
	—			9.83	1.47	%		95,533	0.85	%	0.97	%	3.68	%	3.56	%	158	%
	—			10.08	5.03	%		93,205	0.87	%	0.95	%	3.60	%	3.52	%	141	%
	—			9.98	4.02	%		86,515	0.86	%	0.96	%	3.48	%	3.38	%	160	%

www.RSinvestments.com 121

388 Market Street  San Francisco, CA  94111

www.RSinvestments.com 800-766-3863

Additional Information

The Trust’s Statement of Additional Information (“SAI”), dated May 1, 2010, as revised from time to time, and the Funds’ annual and semiannual reports to shareholders 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. If more than one member of a household owns shares of a Fund, only one copy of each shareholder report and prospectus will be mailed to that address unless you instruct us otherwise. 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 800-766-3863. Some of the information described herein, including the SAI, annual and semiannual 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.

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 Commission’s Public Reference Section Washington, DC 20549-1520. You may need to refer to the Trust’s file number under the Investment Company Act of 1940, which is 811-05159.

Investment Company Act File No. 811-05159

[                                                             ]

STATEMENT OF ADDITIONAL INFORMATION

RS INVESTMENT TRUST

CLASS A SHARES

CLASS B SHARES

CLASS C SHARES

CLASS K SHARES

CLASS Y SHARES

Value	International
RS Partners Fund	RS International Growth Fund
RS Value Fund	RS Emerging Markets Fund
RS Large Cap Alpha Fund
RS Investors Fund	Fixed-Income
RS Global Natural Resources Fund	RS Investment Quality Bond Fund
	RS Low Duration Bond Fund
	RS High Yield Bond Fund
Growth	RS Tax-Exempt Fund
RS Small Cap Growth Fund	RS High Yield Municipal Bond Fund
RS Select Growth Fund	RS Floating Rate Fund
RS Mid Cap Growth Fund	RS Strategic Income Fund
RS Growth Fund
RS Technology Fund	RS Money Market Fund
RS Small Cap Equity Fund
	RS S&P 500 Index Fund

May 1, 2010

This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the prospectuses (collectively, the “Prospectus”) of RS Investment Trust (the “Trust”) dated May 1, 2010, as they may be revised from time to time, relating to the series of the Trust set forth above (each a “Fund” and, collectively, the “Funds”). A copy of the Prospectus can be obtained without charge upon request made to RS Investments, 388 Market Street, 17^th Floor, San Francisco, California, 94111, telephone 1-800-766-FUND (3863).

Certain disclosure relating to the Funds has been incorporated by reference into this SAI from the Funds’ annual reports and the annual report of certain of the Funds’ predecessor funds. For a free copy of any of the foregoing annual reports, please call 1-800-766-FUND (3863).

TABLE OF CONTENTS

CAPTION	PAGE
TRUST INFORMATION	3
INVESTMENTS AND RISKS	4
THE FUNDS’ INVESTMENT LIMITATIONS	27
MANAGEMENT OF THE FUNDS	30
INVESTMENT ADVISORY AND OTHER SERVICES	40
PORTFOLIO TRANSACTIONS AND BROKERAGE	56
DISCLOSURE OF PORTFOLIO HOLDINGS	59
DISTRIBUTION OF SHARES; DISTRIBUTION PLAN	61
HOW NET ASSET VALUE IS DETERMINED	70
TAXES	72
ADDITIONAL INFORMATION	81
FINANCIAL STATEMENTS	81
APPENDIX A DESCRIPTION OF SECURITIES RATINGS	A-1
APPENDIX B PROXY VOTING POLICIES AND PROCEDURES	B-1

2

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 Trust’s Amended and Restated Agreement and Declaration of Trust (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-two series of shares of beneficial interest, which 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 other than RS Investors Fund and RS Partners Fund is also 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.

RS Investors Fund and RS Partners Fund are non-diversified investment companies and so may invest their assets in a more limited number of issuers than may other investment companies.

Under the United States Internal Revenue Code of 1986, as amended (the “Code”), to qualify as a regulated investment company, a fund (including a non-diversified investment company), 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. Thus, up to 50% of RS Investors Fund’s and/or RS Partners Fund’s total assets can consist of the securities of as few as two issuers (so long as no issuer’s securities comprise more than 25% of the Fund). As a result, a decline in the market value of a particular security held by either RS Investors Fund or RS Partners Fund may affect each Fund’s value more than if each Fund were a diversified investment company.

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 five classes of shares: Class A, Class B, Class C, Class K, and Class Y. 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 Fund will have one vote for each full share owned and proportionate, fractional votes for fractional shares held. Generally, shares of each Fund 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.

3

INVESTMENTS AND RISKS

In addition to the principal investment strategies and the principal risks of the Funds described in the Prospectus, each Fund may, but will not necessarily, 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 (“RS Investments”) serves as investment adviser to the Funds.

Lower-Rated Debt Securities

A Fund may purchase lower-rated debt securities, sometimes referred to as “junk bonds.” For all of the Funds except RS Investment Quality Bond Fund and RS Low Duration Bond Fund, 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 (“S&P”) 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. For RS Investment Quality Bond Fund and RS Low Duration Bond Fund, a security will be considered to be rated below investment grade if it is rated by at least two of Moody’s, S&P or Fitch Investors Service, Inc. (“Fitch”) as Ba1, BB+, or BB+, respectively, or lower or, if unrated, that has been determined by the Fund’s Adviser to be of comparable quality. See Appendix A for a description of these ratings. RS Partners Fund, RS Value Fund, RS Investors Fund, RS Global Natural Resources Fund, RS Small Cap Growth Fund, RS Select Growth Fund, RS Mid Cap Growth Fund, and RS Technology Fund do not intend, under current circumstances, to purchase such securities if, as a result, more than 35% of the Fund’s assets would be invested in securities rated below BB or Ba.

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, S&P, or Fitch 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

4

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 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.

5

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.

6

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.

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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.

Special Expiration Price Options. Certain of the Funds may purchase OTC puts and calls with respect to specified securities (“special expiration price options”) pursuant to which the Funds in effect may create a custom index relating to a particular industry or sector that an Adviser believes will increase or decrease in value generally as a group. In exchange for a premium, the counterparty, whose performance is guaranteed by a broker-dealer, agrees to purchase (or sell) a specified number of shares of a particular stock at a specified price and further agrees to cancel the option at a specified price that decreases straight line over the term of the option. Thus, the value of the special expiration price option is comprised of the market value of the applicable underlying security relative to the option exercise price and the value of the remaining premium. If the value of the underlying security increases (or decreases) by a prenegotiated amount, however, the special expiration price option is canceled and becomes worthless. A portion of the dividends during the term of the option are applied to reduce the exercise price if the options are exercised. Brokerage commissions and other transaction costs will reduce these Funds’ profits if the special expiration price options are exercised. A Fund will not purchase special expiration price options with respect to more than 25% of the value of its net assets, and will limit premiums paid for such options in accordance with state securities laws.

Swap Contracts

Certain of the Funds 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, as a purchaser of protection in 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. As a seller of protection in a credit default swap, a Fund would in effect take a long position in the underlying security, since it would be obligated to purchase the security from its counterparty upon issuer default or similar events.

In addition, certain of the Funds may enter into interest rate swaps. Interest rate swaps involve the exchange between two parties of their respective commitments to pay or receive interest. For example, the Fund may agree with a counterparty to pay a fixed rate (multiplied by a notional amount) and the counterparty pay a floating rate multiplied by the same notional amount. Interest rate swaps can take a variety of other forms, such as agreements to

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pay the net differences between two different interest indexes or rates, even if the parties do not own the underlying instruments. The function of interest rate swaps is generally to increase or decrease a Fund’s exposure to long or short-term interest rates. For example, a Fund may enter into an interest rate swap transaction to preserve a return or spread on a particular investment or a portion of its portfolio or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date.

Financial Futures Contracts

A Fund may enter into interest rate futures contracts and securities index futures contracts (collectively referred to as “financial futures contracts”) for hedging or other purposes. 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 securities, 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 portfolio 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.

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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. If an Adviser’s judgment about the general direction of interest rates or markets is wrong, the Fund’s 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. Although the Funds intend to purchase or sell futures only on exchanges or boards of trade where there appears to be an active secondary market, 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

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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 its 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.

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.

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.

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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.

A Fund may invest in mortgage-backed securities issued or guaranteed by (i) US Government agencies or instrumentalities such as the Government National Mortgage Association (“GNMA”) (also known as Ginnie Mae), the Federal National Mortgage Association (“FNMA”) (also known as Fannie Mae) and the Federal Home Loan Mortgage Corporation (“FHLMC”) (also known as Freddie Mac) or (ii) other issuers, including private companies.

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.

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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.

Subprime mortgage loans, which typically are made to less creditworthy borrowers, have a higher risk of default than conventional mortgage loans. Therefore, mortgage-backed securities backed by subprime mortgage loans may suffer significantly greater declines in value due to defaults.

GNMA is a government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities.

Until September 2008, FNMA and FHLMC were government-sponsored corporations owned entirely by private stockholders. Both issue mortgage-related securities that contain guarantees as to timely payment of interest and principal but that are not backed by the full faith and credit of the U.S. government. The value of the companies’ securities fell sharply in 2008 due to concerns that the firms did not have sufficient capital to offset losses. In September 2008, the U.S. Treasury announced that FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance Agency (“FHFA”), a newly created independent regulator created under the Federal Housing Finance Regulatory Reform Act of 2008 (the “Reform Act”). The conservatorship has no specified termination date. There can be no assurance as to when or how the conservatorship will be terminated or whether FNMA or FHLMC will continue to exist following the conservatorship or what their respective businesses structures will be during or following the conservatorship. FNMA and FHLMC are dependent upon the continued support of

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the U.S. Treasury and the FHFA in order to continue operating their businesses. FNMA and FHLMC also receive substantial support from the Federal Reserve, which may cease at any time. In addition, the U.S. Treasury took certain temporary actions in connection with the conservatorship, including entering into preferred stock purchase agreements (each, a “PSPA”) with each of FNMA and FHLMC under which, if the FHFA determines that FNMA’s or FHLMC’s liabilities have exceeded its assets under generally accepted accounting principles, the U.S. Treasury will contribute cash capital to the company in an amount equal to the difference between liabilities and assets. Each PSPA was intially limited in amount to $100 billion but was later increased to $200 billion.

FHFA, as conservator or receiver for FNMA and FHLMC, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver. FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMA’s or FHLMC’s assets available therefor.

In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders. Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.

In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent. The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.

On February 18, 2009, the Obama administration announced the Making Home Affordable Plan (formerly, the Homeowner Affordability and Stability Plan). Among the provisions were the following: (i) an initiative to allow mortgages currently owned or guaranteed by FNMA and FHLMC to be refinanced without obtaining additional credit enhancement beyond that already in placed for that loan and (ii) an initiative to encourage modifications of mortgages for both homeowners who are in default and those who are at risk of imminent default, through various government incentives to servicers, mortgage holders, and homeowners. To the extent that servicers and borrowers of FNMA and FHLMC participate in these programs in large numbers, it is likely that the costs incurred by FNMA and FHLMC associated with modifications of loans, servicer and borrower increntive fees, and the related accounting impacts will be substantial.

Although some of these programs are designed to protect holders of the senior and subordinated debt and the mortgage-backed securities issued by FNMA and FHLMC, no assurance can be given that the U.S. Treasury

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initiatives discussed above will be successful. The obligations of FNMA and FHLMC are neither insured nor guaranteed by the United States and do not constitute a debt or obligation of the United States or any agency thereof other than FNMA and FHLMC.

Trust-Preferred Securities

Certain of the Funds 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 (the “IRS”) 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

Certain of the Funds 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.

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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

Certain of the Funds 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

Certain of the Funds 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.

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Loans

Certain of the Funds may invest in loans including, for example, corporate loans, loan participations, direct debt, bank debt and bridge debt. A Fund may invest in a loan by lending money to a borrower directly as part of a syndicate of lenders. Alternatively, a Fund may invest in loans through novations, assignments and participating interests. In a novation, a Fund typically assumes all of the rights of a lending institution in a loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. When a Fund takes an assignment of a loan or acquires a participation interest in a loan, the Fund acquires some or all of the interest of another lender (or assignee) in the loan. In such cases, the Fund may be required generally to rely upon the assignor or participating institution to demand payment and enforce rights under the loan. (There may be one or more assignors or participating institutions prior in time to the Fund.)

Loans in which a Fund may invest are subject generally to the same risks as debt securities in which the Fund may invest. In addition, loans in which a Fund may invest are generally made to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs and other corporate activities, including bridge loans. A significant portion of the loans purchased by a Fund may represent interests in loans made to finance highly leveraged corporate acquisitions, known as “leveraged buy-out” transactions, leveraged recapitalization loans and other types of acquisition financing. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or market conditions.

Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell such participations in secondary markets. As a result, a Fund may be unable to sell loans at a time when it may otherwise be desirable to do so or may be able to sell them only at a price that is less than their fair market value.

If a Fund only acquires an assignment of or a participation in the loan made by a third party, the Fund may not be able to control the exercise of any remedies that the lender would have under the loan. In addition, a Fund may have to rely on the assignor(s) or participating institution(s) to demand and receive payments in respect of the loans, and to pay those amounts on to the Fund; the Fund will be subject to the risk that the assignor(s) may be unwilling or unable to do so. In such a case, the Fund would not likely have any rights over against the borrower directly.

Certain of the loans acquired by a Fund may involve revolving credit facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the Fund would have an obligation to advance its portion of such additional borrowings upon the terms specified in the loan participation. A Fund may be required to fund such advances at times and in circumstances where the Fund might not otherwise choose to make a loan to the borrower.

The value of collateral, if any, securing a loan can decline, or may be insufficient to meet the borrower’s obligations or difficult to liquidate. In addition, a Fund’s access to collateral may be limited by bankruptcy or other insolvency laws. If a secured loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, under legal theories of lender liability, a Fund potentially might be held liable as a colender.

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

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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

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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) the 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 if approved by the Board of Trustees with respect to such Fund. 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.

In connection with short sales entered into by it, a Fund may be required to segregate or “earmark” in its records (or the records of its custodian) assets determined to be liquid in accordance with procedures established by the Board of Trustees. The Fund’s ability to engage in short sales may from time to time be limited or prohibited because of the inability to borrow certain securities in the market, legal restrictions on short sales, or other reasons.

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.

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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, certain of the Funds 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 certain Funds 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 Funds received exemptive relief granted by the SEC to acquire such securities.

In addition, certain of the Funds 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

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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.

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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. Provisions of the 1940 Act may limit the ability of a Fund to invest in certain investment companies or may limit the amount of its assets that a Fund may invest in any investment company or investment companies in general.

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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.

Precious Metals

The value of the investments of certain Funds may be affected by changes in the prices of gold and other precious metals. Gold has been subject to substantial price fluctuations over short periods of time and may be affected by unpredictable international monetary and other governmental policies, such as currency devaluations or revaluations; economic and social conditions within a country; trade imbalances; or trade or currency restrictions between countries. Because much of the world’s known gold reserves are located in South Africa, political and social conditions there may pose special risks to investments in gold. For instance, social upheaval and related economic difficulties in South Africa could cause a decrease in the share values of South African issuers.

Master Limited Partnerships

Certain of the Funds may invest in master limited partnerships (“MLPs”), which are limited partnerships in which ownership units are publicly traded. MLPs often own or own interests in properties or businesses that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of investments, including credit-related investments. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund when it invests in an MLP) are not involved in the day-to-day management of the partnership. Certain of the Funds also may invest in companies who serve (or whose affiliates serve) as the general partner of an MLP.

Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may exist among unit holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.

Certain of the Funds may also hold investments in limited liability companies that have many of the same characteristics and are subject to many of the same risks as master limited partnerships.

Real Estate Investment Trusts

Certain of the Funds may make debt or equity investments 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

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office buildings, retail and industrial facilities, hotels, apartment buildings and healthcare facilities. The yields available from equity 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 real estate investments generally, 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 Code. The affairs of REITs are managed by the REIT’s sponsor and, as such, the performance of the REIT is dependent on the management skills of the REIT’s sponsor. REITs 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. If a Fund makes an equity investment 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

Certain of the Funds 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 interest rates rise, the values of zero-coupon securities fall more rapidly than securities paying interest on a current basis, because the zero-coupon securities are locked into rates of reinvestment that become less attractive the farther rates rise. The converse is true when interest rates fall.

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.

Certain of the Funds 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.

Residual Interest Bonds (Inverse Floaters)

Residual Interest Bonds (sometimes referred to as inverse floaters) (“RIBs”) are created by depositing a municipal bond in a trust. The trust then issues interests in the municipal bond in the form of both variable rate securities and RIBs. The interest rate on the variable rate securities is reset by an index or auction process normally every seven to thirty-five days, and RIB holders receive the balance of the income from the underlying municipal bond less an auction fee. Therefore, rising short-term interest rates result in lower income for the RIB, and vice versa.

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Municipal Obligations

RS Tax-Exempt Fund and RS High Yield Municipal Bond Fund may invest without limit in municipal obligations 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 and RS High Yield Municipal Bond 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 S&P 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.

Downgrades of Monoline Insurers

Certain of the Funds may invest in securities which are insured by “monoline” insurance companies. Monoline insurers guarantee the timely repayment of principal and interest when the issuer of an insured security defaults. In late 2007 and early 2008, rating agencies downgraded their ratings of or placed on review certain monoline insurers, which resulted in the downgrading of bonds insured by such insurers. Since January 2008, many insured bonds have traded at prices as if they were uninsured. These events and the possibilities of further ratings downgrades have created significant uncertainty in the insured bond market, including the markets for municipal bonds and high yield securities. In addition, to the extent that any of the Funds hold securities insured by a monoline insurer undergoing financial distress, such Funds’ income and net asset value could be adversely affected.

Municipal Lease/Purchase Agreements

Certain of the Funds 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

Certain of the Funds 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 ability to redeem (through exercise of its demand right) 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

Certain of the Funds 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. If a Fund’s Adviser determines that it is necessary or appropriate to cause the Fund to pay for stand-by

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commitments, the cost of entering into the stand-by commitment will have the effect of increasing 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

Certain of the Funds 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 party 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.

Tobacco Settlement Revenue Bonds

Certain of the Funds 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.

Yankee Securities

Certain of the Funds may invest in so-called Yankee securities. These are debt securities issued by non-U.S. corporate or government entities, but are denominated in U.S. dollars. Yankee securities trade and may be settled in U.S. markets.

Portfolio Turnover

Many of the Funds have experienced high rates of portfolio turnover in recent years and may experience high rates of portfolio turnover in the future. These rates were generally the result of active trading strategies employed by the Funds’ portfolio managers in response to market conditions, and not reflective of a material change in investment strategy.

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.

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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.

RS S&P 500 Index Fund is not sponsored, endorsed, sold or promoted by S&P, a division of The McGraw Hill Companies, Inc. 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. (RS Global Natural Resources Fund, RS Select Growth Fund and, RS Technology Fund) issue any class of securities which is senior to the Fund’s shares of beneficial interest, except that each of the Funds may borrow money to the extent contemplated by Restriction 3 below;

(All Funds except RS Global Natural Resources Fund, RS Select Growth Fund, and RS Technology Fund) 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. (RS Global Natural Resources Fund, RS Select Growth Fund, and RS Technology Fund) purchase securities on margin (but a Fund may obtain such short-term credits as may be necessary for the clearance of transactions) (Margin payments or other arrangements in connection with transactions in short sales, futures contracts, options, and other financial instruments are not considered to constitute the purchase of securities on margin for this purpose.);

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3. (RS Global Natural Resources Fund, RS Select Growth Fund, and RS Technology Fund) borrow more than one-third of the value of its total assets less all liabilities and indebtedness (other than such borrowings) not represented by senior securities;

(RS Small Cap Growth Fund) borrow money, except to the extent permitted by applicable law;

(RS Partners Fund, RS Value Fund, RS Investors Fund, RS Small Cap Equity Fund, RS Large Cap Alpha Fund, RS S&P 500 Index Fund, RS Mid Cap Growth Fund, RS Growth 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 High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, and RS Money Market Fund) borrow money, except to the extent permitted by applicable law from time to time;

Note: The 1940 Act 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%.

Note: The 1940 Act permits an open-end investment company to borrow money from a bank or other person provided that such loan is for temporary purposes only and is in an amount not exceeding 5% of the value of the investment company’s total assets at the time when the loan is made. A loan is presumed to be for temporary purposes if it is repaid within sixty days and is not extended or renewed.

4. 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;

5. (i) (as to 75% of each of RS Global Natural Resources Fund’s, RS Select Growth Fund’s, RS Mid Cap Growth Fund’s, and RS Technology Fund’s total assets and 50% of RS Partners Fund’s total assets) purchase any security (other than obligations of the U.S. Government, its agencies or instrumentalities) 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;

(as to 75% of RS Value Fund’s, RS Small Cap Growth Fund’s, and RS Growth Fund’s total assets) purchase any security (other than U.S. Government securities), 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;

(as to 75% of RS Small Cap Equity Fund’s, RS Large Cap Alpha Fund’s, RS S&P 500 Index Fund’s, RS International Growth Fund’s, RS Emerging Markets Fund’s, RS Investment Quality Bond Fund’s, RS Low Duration Bond Fund’s, RS High Yield Bond Fund’s, RS Tax-Exempt Fund’s, and RS Money Market 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) 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 (for RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund, for purposes of this restriction, loan participations will be considered investments in the industry of the underlying borrower, rather than that of the seller of the loan participation) except that:

RS Global Natural Resources Fund will invest without limit in any one or more natural resources industries, as described in the Trust’s Prospectus at the time;

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RS S&P 500 Index 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;

RS Technology Fund will invest without limit in any one or more information technology industries; and

RS Tax-Exempt Fund and RS High Yield Municipal Bond Fund shall not be limited in their purchase of municipal obligations, as described in each Fund’s prospectus at the time.

6. (RS Global Natural Resources Fund, RS Select Growth Fund, and RS Technology Fund) invest in securities of any issuer if any officer or Trustee of the Trust or any officer or director of RS Investments owns more than  ¹/2 of 1% of the outstanding securities of such issuer, and such officers, Trustees and directors who own more than  ¹/2 of 1% own in the aggregate more than 5% of the outstanding securities of such issuer;

7. 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. RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund may purchase loan participations or otherwise invest in loans or similar obligations, and may make loans directly to issuers, itself or as part of a lending syndicate. RS Small Cap Equity Fund, RS Large Cap Alpha 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 High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, and RS Money Market 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;

8. (i) (RS Partners Fund, RS Value Fund, RS Investors Fund, and RS Global Natural Resources Fund, RS Small Cap Growth Fund, RS Select Growth Fund, RS Mid Cap Growth Fund, RS Growth Fund, and RS Technology Fund) purchase or sell commodities or commodity contracts, except that the Fund may purchase or sell financial futures contracts, options on financial futures contracts, and futures contracts, forward contracts, and options with respect to foreign currencies, and may enter into swap transactions or other financial transactions, and except as required in connection with otherwise permissible options, futures, and commodity activities as described elsewhere in the Prospectus or this SAI at the time;

(ii) (RS Small Cap Equity Fund, RS Large Cap Alpha 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 High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, and RS Money Market Fund) 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

9. purchase or sell real estate or interests in real estate, including real estate mortgage loans, although (i) 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, and (ii) RS Global Natural Resources Fund may invest in any issuers in the natural resources industries, as described in the Prospectus at the time. (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).

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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 Money Market 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 (excluding investments in illiquid securities) 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

Board Leadership Structure, Risk Oversight, and Committee Arrangements

The following provides an overview of the leadership structure of the Board of Trustees of the Trust and the Board’s oversight of the Funds’ risk management process. The Board consists of eight Trustees, six of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the Trust (the “Independent Trustees”). An Independent Trustee serves as Chairperson of the Trustees. In addition, each of the four standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, is comprised exclusively of Independent Trustees. The Audit Committee has as members all of the Independent Trustees, and the remaining Committees each have three Independent Trustees as members. In connection with each of the Board’s regular meetings, the Independent Trustees meet separately from RS Investments with their counsel and with the Fund’s Chief Compliance Officer. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the board to exercise its oversight of the Funds.

The Funds have retained RS Investments as the Funds’ investment adviser. Subject to such policies as the Trustees may determine, RS Investments furnishes a continuing investment program for the Funds, makes investment decisions on their behalf (or retains a subadviser to do so), and manages the risks that arise from the Funds’ investments and operations. RS Investments also provides administrative services to each of the Funds pursuant to the investment advisory agreement with the Funds. With respect to Funds for which a subadviser or sub-subadviser has been retained to provide advisory services to that Fund, the subadviser or sub-subadviser provides a continuing investment program for the Fund, makes investment decisions on its behalf, and manages the risks that arise from the Fund’s investments and operations, all subject to the general oversight of RS Investments. Employees of RS Investments serve as the Funds’ officers, including the Funds’ President.

The Board provides oversight of the services provided by RS Investments and each subadviser and sub-subadviser, including the risk management services. In addition, each Committee of the Board provides oversight of RS Investments’ risk management services with respect to the particular activities within the Committee’s purview. In the course of providing oversight, the Board and the Committees receive reports on the Funds’ activities, including regarding each Fund’s investment portfolio and the Funds’ financial accounting and reporting. The Board also meets periodically with the Funds’ Chief Compliance Officer who reports on the compliance of the Funds with the federal securities laws and the Funds’ internal compliance policies and procedures. In addition, the Board meets periodically with the portfolio managers of the Funds to receive reports regarding the management of the Funds, including their investment risks. The Board is invited to attend an in-person risk-management meeting held by the officers of RS Investments prior to each quarterly Board meeting.

As described below, the RS Board of Trustees conducts much of its work through four standing Committees – the Audit Committee; the Nominating Committee; the Brokerage and Pricing Committee; and the Legal and Regulatory Committee.

The purposes of the Audit Committee are: to oversee the accounting and financial reporting processes of the Trust and its series 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. As of the date hereof, the members of the Audit Committee are Messrs. Judson Bergman (chair) and John Rohal and Ms. Gloria Nelund. The Audit Committee met [two] times during the fiscal year ended December 31, 2009.

The purpose of the Nominating Committee is to supervise the nominations and elections of disinterested Trustees of the Trust. The Nominating Committee will consider and evaluate nominee candidates properly

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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. As of the date hereof, the members of the Nominating Committee are Messrs. Bergman, Kenneth Fitzsimmons, Christopher Melvin, and Rohal, and Mmes. Anne Goggin and Nelund. The Nominating Committee [did not meet] during the fiscal year ended December 31, 2009.

The purpose of the Brokerage and Pricing Committee is to assist the Board of Trustees in its review and oversight of the brokerage services provided to the Funds and of the valuation of the Funds’ portfolio investments. The duties of the Brokerage and Pricing Committee include reviewing information regarding the following: brokerage practices of the Advisers; principal transactions effected by the Advisers on behalf of the Funds; the efficiency of an Adviser’s execution of transactions in a Fund’s portfolio securities in a specified period; compliance by the Funds and the Advisers with applicable law and relevant policies and procedures of the Funds relating to the purchase and sale of portfolio securities by the Funds; soft-dollar practices of the Advisers as they relate to the Funds; and compliance by the Advisers with applicable law and relevant policies and procedures of the Funds relating to the use of soft dollars. As of the date hereof, the members of the Brokerage and Pricing Committee are Messrs. Fitzsimmons (chair), Melvin, and Rohal. The Brokerage and Pricing Committee met [four] times during the fiscal year ended December 31, 2009.

The purpose of the Legal and Regulatory Committee is to assist the Board of Trustees in its review and oversight of the Funds’ legal and regulatory compliance. The duties of the Legal and Regulatory Committee include reviewing the following: any proposed changes to the compliance policies or procedures of the Trust and appropriate service providers; reports on the compliance by the Funds with certain exemptive rules under the 1940 Act, exemptive relief, and no-action relief under which the Funds operate; information provided to the Committee and the Board of Trustees as to litigation involving the Trust or any service provider to the Trust; and proposals as to changes in the contractual arrangements relating to any of the Funds. As of the date hereof, the members of the Legal and Regulatory Committee are Mmes. Nelund (chair) and Goggin, and Mr. Melvin. The Legal and Regulatory Committee met [four] times during the fiscal year ended December 31, 2009.

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Trustees and Officers – Identification and Background

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 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, 17^th Floor, San Francisco, CA 94111.

The following table also provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individuals ability to work effectively with the other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.

Name, Address, and Month and Year of Birth	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 Held by Trustee++	Experience, Qualifications, Attributes, Skills for Board Membership
Disinterested Trustees
Judson Bergman, February 1957	Trustee	Since May 2006	Founder and CEO, Envestnet Asset Management, a provider of back-office solutions for financial advisors and the wealth management industry.	34	None	Significant executive experience, including past service as Managing Director of an investment advisory firm; audit committee financial expert.
Kenneth R. Fitzsimmons, Jr., October 1945	Trustee	Since May 2007	Retired since September 2002; formerly Managing Director, Robertson Stephens, an investment banking firm.	34	None	Significant board experience, including continuing service as trustee of a university; significant investment banking experience.
Anne M. Goggin, November 1948	Trustee, Chairman of the Board	Since August 2006	Attorney; Retired, Chief Counsel, Metropolitan Life Insurance Company, an insurance company.	34	None	Significant executive experience, including past service as Chief Executive Officer of an investment advisory firm; significant legal training and practice.

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Christopher C. Melvin, Jr., September 1954	Trustee	Since November 2007	Chairman & CEO, Melvin & Company, LLC, a brokerage firm.	34	Board member, Boston Stock Exchange Inc.	Significant board experience, including continuing service on board of a stock exchange; significant executive experience.
Gloria S. Nelund, May 1961	Trustee	Since November 2007	CEO and Co-Founder of TriLinc Global, an investment firm.	34	None	Significant executive experience, including past service as Chief Executive Officer of an investment advisory firm.
John P. Rohal, April 1947	Trustee	Since February 2008; Also from December 2006 to March 2007	Member, Makena Capital Management LLC, an investment management firm; formerly Chairman of EGM Capital, LLC, an investment management firm.	34	None	Significant executive experience, including continuing service as Managing Member of an investment advisory firm.
Interested Trustees and Principal Officers
Dennis J. Manning,* January 1947	Trustee	Since August 2006	Chairman, RS Investments; President and CEO, The Guardian Life Insurance Company of America, an insurance company (“Guardian”); Director, Life Insurance Council of New York, Inc., a life insurance trade association.	34	None	Chairman of the Funds’ investment adviser; Chief Executive Officer of parent company of company that owns a majority of the ownership interest in the Funds’ investment adviser.

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Terry R. Otton,** March 1954	Trustee; President and Principal Executive Officer	Trustee since December 2006; President and Principal Executive Officer since September 2005; Co-President and Co-Principal Executive Officer November 2004 through September 2005; Treasurer and Principal Financial and Accounting Officer May 2004 through 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.	34	None	Chief Executive Officer and President of the Funds’ investment adviser.
James E. Klescewski, November 1955	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.	N/A	N/A	N/A
Benjamin L. Douglas, January 1967	Vice President, Secretary, and Chief Legal Officer	Vice President and Secretary since February 2004; Chief Legal Officer since August 2004	General Counsel, RS Investments.	N/A	N/A	N/A

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John J.
Sanders, Jr., August 1945 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 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, the parent of Guardian Investor Services LLC (“GIS”), which owns a majority of the ownership interest in RS Investments, the Trust’s investment adviser, and by virtue of his position as Chairman of RS Investments.

** Mr. Otton is an “interested person” under the 1940 Act by virtue of his position with RS Investments.

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 RS funds overseen by the Trustees in the Fund Complex as of December 31, 2009.

Name of Trustee	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in All Funds in the Fund Complex
Disinterested Trustees
Judson Bergman
Kenneth R. Fitzsimmons, Jr.
Anne M. Goggin, Esq.

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Name of Trustee	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in All Funds in the Fund Complex
Christopher C. Melvin
Gloria S. Nelund
John P. Rohal
Interested Trustees
Dennis J. Manning1
Terry R. Otton1

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¹ Mr. Manning is an “interested person” under the 1940 Act by virtue of his position with Guardian, the parent of GIS, which owns a majority of the ownership interest in RS Investments, the Trust’s investment adviser, and by virtue of his position as Chairman of RS Investments. Mr. Otton is an “interested person” under the 1940 Act by virtue of his position at RS Investments.

As of December 31, 2009, none of the current disinterested Trustees or their immediate family members owned beneficially any class of security in RS Investments, GIS, the principal underwriter of the Funds, Guardian Baillie Gifford Limited (“GBG”), or Baillie Gifford Overseas Limited (“BG Overseas”), 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, or BG Overseas.

Compensation

Pursuant to the terms of the investment advisory agreement between the Trust, on behalf of each Fund 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). Each Fund pays its allocable portion of independent Trustee fees and expenses based on each such Fund’s net asset value.

The table below sets forth the compensation received by the Trustees from each Fund and the aggregate compensation paid to the Trustees by all the funds in the RS Fund Complex for the fiscal year ended December 31, 2009. Each Fund pays its allocable portion of Trustee fees and expenses based on each such Fund’s net asset value. The amounts set forth in the table for RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund are the estimated amounts of each Fund’s allocable portion of Trustee fees for the fiscal year ending December 31, 2010. Mr. Manning and Mr. Otton, as interested trustees, are not paid compensation by the Funds.

Compensation Table

For The Year Ended December 31, 2009

Name of Fund	Judson Bergman	Kenneth R. Fitzsimmons, Jr.	Anne M. Goggin, Esq.	Christopher C. Melvin, Jr.	Gloria S. Nelund	John P. Rohal
RS Partners Fund
RS Value Fund
RS Investors Fund
RS Global Natural Resources Fund
RS Small Cap Equity Fund
RS Large Cap Alpha Fund
RS S&P 500 Index Fund
RS Small Cap Growth Fund
RS Select Growth Fund

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RS Mid Cap Growth Fund

RS Growth Fund

RS Technology 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 High Yield Municipal Bond Fund¹

RS Floating Rate Fund¹

RS Strategic Income Fund¹

RS Money Market Fund

Pension or Retirement Benefits Accrued as Part of Trust Expenses

Estimated Annual Benefits Upon Retirement

Total Cash Compensation From Fund Complex^{2, 3}

¹ The Fund has not completed a full fiscal year of operations; therefore, compensation is estimated for the Fund’s current fiscal year ending December 31, 2010.

² The Fund Complex consists of the series of the Trust and RS Variable Products Trust.

³ These are actual amounts paid by all of the funds for the fiscal year ended December 31, 2009, including Funds that had not completed a full fiscal year of operations as of December 31, 2009; these amounts do not include estimated fees for the fiscal year ending December 31, 2010.

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Waivers of Certain Sales Loads

There is no initial sales load on Class A shares of RS Money Market Fund.

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

• RS Investments, GIS, Guardian, 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, or their subsidiaries;

• present and retired directors, trustees, or officers of any open-end investment management company within the RS 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 employees and officers named previously;

• 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 an 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;

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

• accounts that held shares of any of RS Select Growth Fund, RS Small Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Mid Cap Growth Fund, RS Global Natural Resources Fund, RS Investors Fund, RS Partners Fund, or RS Value Fund as of October 6, 2006, and have continuously held shares of one or more RS Fund(s) since October 6, 2006. Accounts held through certain financial intermediaries may not be eligible.

In addition, employee benefit plans that cover at least 200 eligible participants may purchase Class A shares without any initial sales load. However, a contingent deferred sales load will apply for these purchases over $1 million that are redeemed within 18 months.

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

Codes of Ethics

The Trust, RS Investments, GIS, GBG, and BG Overseas have each adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act which permit personnel subject to the codes to invest in securities, including securities that may be purchased or held by a Fund.

Control Persons and Principal Holders

As of April [    ], 2010, to the Funds’ knowledge, the shareholders who owned of record 5% or more of the outstanding shares of any class of any Fund were as set forth in the following table.

SHAREHOLDER Percentage of
Outstanding
Shares of
Fund Owned

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As of April 1, 2010, the officers and Trustees of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of each class of each Fund, except as set forth below.

Fund	Percentage of the Fund’s equity securities owned by the trustees and officers as a group
RS Small Cap Growth Fund (Class Y)	[    %]
RS Large Cap Alpha Fund (Class Y)	[    %]
RS Growth Fund (Class Y)	[    %]
RS Technology Fund (Class Y)	[    %]
RS Investors Fund (Class Y)	[    %]
RS Mid Cap Growth Fund (Class Y)	[    %]
RS S&P 500 Index Fund (Class Y)	[    %]

The Trust’s Agreement and Declaration of Trust and By-Laws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except if it is determined in the manner specified in the Agreement and Declaration of Trust and By-Laws that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust or that such indemnification would relieve any officer or Trustee of any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers.

INVESTMENT ADVISORY AND OTHER SERVICES

RS Investments

RS Investments, a Delaware limited liability company, 388 Market Street, Suite 1700, San Francisco, CA 94111, is the investment adviser of each of the Funds. RS Investments or its investment advisory affiliates have been managing mutual fund investments since 1987.

GIS, a wholly owned subsidiary of Guardian, owns a majority of the ownership interests in RS Investments. No person other than GIS owns more than 25% of the ownership interests in RS Investments. Mr. Terry Otton, Chief Executive Officer of RS Investments, serves as the Trust’s President and Principal Executive Officer. Mr. Benjamin Douglas, General Counsel of RS Investments, serves as the Trust’s Chief Legal Officer, Secretary and Vice President. Mr. James Klescewski, Chief Financial Officer of RS Investments, serves as the Trust’s Treasurer and Principal Financial and Accounting Officer. The Board of Directors of RS Investments consists of eight members, including a chairman who is the Chief Executive Officer of Guardian, three other members designated by GIS, two members selected by RS Investments, one non-employee member selected by GIS and one non-employee member selected by the management of RS Investments.

Pursuant to the Advisory Agreement, RS Investments, at its expense, furnishes investment management services with respect to the assets of each Fund, consistent with the investment objective and policies of such Fund and subject to the supervision and direction of the Trust’s Board of Trustees, and (i) furnishes the Trust with investment advice, research, and recommendations with respect to the investment of each Fund’s assets and the purchase and sale of its portfolio securities, (ii) furnishes the Trust and each Fund with reports, statements, and other data on securities, economic conditions, and other pertinent subjects, and (iii) in general, superintends and manages the investments of each Fund, subject to the ultimate supervision and direction of the Board of Trustees. In addition, the Advisory Agreement sets forth the role of RS Investments with respect to the selection and oversight of sub-advisers.

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In addition, the Advisory Agreement states that RS Investments provides administrative services for the management and operation of each Fund and furnishes such office space and personnel as are needed by the Funds. The services of RS Investments to the Funds are not deemed to be exclusive, and RS Investments may provide similar or different services to others, so long as its ability to render the services provided for in the Advisory Agreement will not be impaired thereby.

The Advisory Agreement provides that RS Investments shall not, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard by it of its obligations or duties, be subject to liability to the Trust or any Fund or the shareholders of any Fund for any act or omission in the course of, or connected with, its rendering services thereunder, or for any losses that may be sustained in the purchase, holding, or sale of any security by the Fund.

The Advisory Agreement provides that RS Investments may, at its option and expense with respect to a Fund, appoint a sub-adviser or sub-advisers. The Advisory Agreement also states that unless the Board of Trustees specifies otherwise in connection with its approval of any such delegation or unless any agreement pursuant to which such delegation is effected specifies otherwise, (i) the obligation of RS Investments in respect of the activities of any such sub-adviser shall be to provide the Board of Trustees its recommendation as to the initial selection of the sub-adviser and as to the periodic renewal of the sub-advisory agreement, and to oversee generally the performance by such sub-adviser of its obligations to the Fund in question over time and to report to the Board of Trustees periodically as to its evaluation of the performance of such sub-adviser and as to the nature and scope of such general oversight, and (ii) assuming compliance by RS Investments with its obligation set out in clause (i) of this sentence in accordance with the standard of care set out in the Advisory Agreement, RS Investments shall not be responsible or have any liability for any investment decision or any other act or omission on the part of any sub-adviser, including without limitation any error or mistake of judgment on the part or the sub-adviser or failure by the sub-adviser to comply with any policies, procedures, guidelines, or objectives of any Fund, RS Investments, or the sub-adviser.

Guardian Investor Services LLC

GIS serves as the sub-adviser for RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, RS Tax-Exempt Fund, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, RS S&P 500 Index Fund, and RS Money Market Fund (the “GIS Sub-Advised Funds”). GIS and RS Investments have entered into a written Sub-Advisory, Sub-Administration and Accounting Services Agreement pursuant to which GIS provides sub-advisory, administrative and accounting services with respect to the GIS Sub-Advised Funds, subject to the general oversight of RS Investments and the Board of Trustees of the Trust. Prior to November 1, 2007, pursuant to a Sub-Administration and Accounting Services Agreement, GIS received fees from RS Investments at an annual rate of 0.078% and 0.052% of the average daily net assets of RS Small Cap Equity Fund and RS Large Cap Alpha Fund, respectively. The Sub-Administration and Accounting Services Agreement was terminated on October 31, 2007, at which time RS Investments began rendering such services directly to these Funds at no additional expense to the Funds. The table below states the total dollar amount in fees paid to GIS by RS Investments with respect to RS Small Cap Equity Fund and RS Large Cap Alpha Fund pursuant to the Sub-Administration and Accounting Services Agreement for the past three fiscal years.

	Fees Paid for Fiscal Year Ended 12/31/2009	Fees Paid For Fiscal Year Ended 12/31/2008	Fees Paid For Fiscal Year Ended 12/31/20071
RS Small Cap Equity Fund	N/A	N/A	$	121,442
RS Large Cap Alpha Fund	N/A	N/A	$	380,511

¹ For the period from January 1, 2007 to October 31, 2007 (date of termination of services under the Sub-Administration and Accounting Services Agreement).

The Sub-Advisory, Sub-Administration and Accounting Services Agreement will remain in effect with respect to each GIS Sub-Advised Fund for a period of one year, unless sooner terminated, and thereafter will

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continue in effect from year to year so long as continuance is specifically approved at least annually by (a) either (i) a majority of the outstanding securities of the respective GIS Sub-Advised Funds or (ii) the Board of Trustees of the Trust, and (b) a vote of the majority of the Trustees who are not parties to the Agreement or “interested persons” of RS Investments or GIS, cast in person at a meeting called for the purpose of voting on such continuance.

With respect to its provision of sub-advisory services, GIS shall not, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations, be liable to a GIS Sub-Advised Fund, the Trust, or to any shareholder of a GIS Sub-Advised Fund for any act or omission in the course of, or connected with, rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security by the GIS Sub-Advised Fund.

Guardian Baillie Gifford Limited

Pursuant to a Sub-Advisory, Sub-Administration and Accounting Services Agreement between GBG and RS Investments, GBG serves as the sub-adviser for RS International Growth Fund and RS Emerging Markets Fund (the “GBG Sub-Advised Funds”). GBG was formed in November 1990 through a joint venture between The Guardian Insurance & Annuity Company, Inc., a wholly owned subsidiary of Guardian, and BG Overseas, which is wholly owned by Baillie Gifford & Co. GBG has entered into a investment sub-sub-advisory agreement with BG Overseas pursuant to which BG Overseas serves as sub-sub-adviser for the GBG Sub-Advised Funds and manages the day-to-day operations of each GBG Sub-Advised Fund’s portfolio, subject to the general oversight of GBG, RS Investments, and the Board of Trustees of the Trust.

The Sub-Advisory, Sub-Administration and Accounting Services Agreement will remain in effect with respect to each GBG Sub-Advised Fund for a period of one year, unless sooner terminated, and thereafter will continue in effect from year to year so long as continuance is specifically approved at least annually by (a) either (i) a majority of the outstanding securities of the respective GBG Sub-Advised Fund or (ii) the Board of Trustees of the Trust, and (b) a vote of the majority of the Trustees who are not parties to the sub-investment advisory agreement or “interested persons” of RS Investments or GBG, cast in person at a meeting called for the purpose of voting on such continuance. The Agreement may be terminated with respect to a GBG Sub-Advised Fund at any time, without payment of any penalty, by the Board of Trustees of the Trust or by a vote of a majority of voting securities of such GBG Sub-Advised Fund, upon sixty (60) days written notice to GBG, and by GBG upon sixty (60) days written notice to the Trust.

With respect to its provision of sub-advisory services, GBG shall not, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations, be liable to a GBG Sub-Advised Fund, the Trust, or to any shareholder of a GBG Sub-Advised Fund for any act or omission in the course of, or connected with, rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security by the GBG Sub-Advised Fund.

Baillie Gifford Overseas Limited

BG Overseas is the sub-sub-investment adviser for the GBG Sub-Advised Funds pursuant to a sub-sub-investment advisory agreement with GBG. Pursuant to this sub-sub-investment advisory agreement, BG Overseas manages the day-to-day operations of each GBG Sub-Advised Fund’s portfolio. In so doing, BG Overseas has full discretion to purchase and sell portfolio securities, to select brokers for the execution of such purchases, sales, and to negotiate brokerage commissions, if any, subject to monitoring by GBG. GBG continually monitors and evaluates the performance of BG Overseas.

The sub-sub-investment advisory agreement will continue in full force and effect with respect to each GBG Sub-Advised Fund for a period of one year, unless sooner terminated, and thereafter will continue in effect from year to year provided its continuance is specifically approved at least annually (1) by the Board of Directors of GBG and (2) by either (a) a majority of the outstanding securities of the respective GBG Sub-Advised Funds or (b) the Board of Trustees of the Trust, including approval by a vote of the majority of the Trustees who are not parties to the sub-sub-investment advisory agreement or “interested persons” of the Trust, GBG or BG Overseas, cast in person at a meeting called for the purpose of voting on such continuance.

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The sub-sub-investment advisory agreement provides that neither BG Overseas, nor any of its officers, directors or employees shall be liable for any error of judgment or mistake of law or for any loss suffered by GBG or either GBG Sub-Advised Fund in connection with the matters to which the sub-investment advisory agreement relates, except for any loss resulting from willful misfeasance or misconduct, willful default, bad faith, or gross negligence in the performance of its or his /her duties on behalf of GBG or the Funds or from reckless disregard by BG Overseas or any such person of the duties of BG Overseas under the sub-sub-investment advisory agreement.

The sub-sub-investment advisory agreement includes a provision that if any 1940 Act requirement is relaxed by rule, regulation or order of the SEC, then any provision of the sub-sub-investment advisory agreement which reflects such 1940 Act requirement shall be deemed to incorporate the effect of such rule, regulation or order.

The sub-sub-investment advisory agreement may be terminated, without penalty, at any time by either party upon 60 days’ written notice and will terminate automatically upon its assignment. In addition, either party may terminate the sub-sub-investment advisory agreement immediately in any of the following situations: (1) the other party commits any material breach of its obligations under the agreement which, if curable, is not remedied within 30 days; (2) the dissolution of the other party; or (3) the termination or expiration of the joint venture agreement between The Guardian Insurance & Annuity Company, Inc. and BG Overseas. Termination of the sub-sub-investment advisory agreement with respect to one GBG Sub-Advised Fund will not affect its validity with respect to the other GBG Sub-Advised Fund.

Management, Administrative, and Accounting Fees

Management Fees. The Funds pay RS Investments fees as compensation for the services provided by it under the Advisory Agreement. The amount of these management fees is accrued daily and payable monthly (or more frequently) at fixed annual rates based on the average daily net assets of each Fund.

Recent Management Fees Paid by the Funds

	Management Fees1		Fee Waivers/Reimbursement Of Expenses2
RS Partners Fund
Year ended 12/31/09
Year ended 12/31/08	$	16,904,918	$	(559,157	)
Year ended 12/31/07	$	26,310,017	$	(381,792	)
RS Value Fund
Year ended 12/31/09
Year ended 12/31/08	$	17,551,148		—
Year ended 12/31/07	$	21,863,326	$	(1,452	)
RS Investors Fund
Year ended 12/31/09
Year ended 12/31/08	$	217,726	$	(1,791	)
Year ended 12/31/07	$	595,135	$	(1,809	)
RS Global Natural Resources Fund
Year ended 12/31/09
Year ended 12/31/08	$	17,611,235	$	(79,331	)
Year ended 12/31/07	$	18,511,472	$	(794	)
RS Small Cap Equity Fund
Year ended 12/31/09

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	Management Fees1		Fee Waivers/Reimbursement Of Expenses2
Year ended 12/31/08	$	937,756		—
Year ended 12/31/07	$	1,378,953		—
RS Large Cap Alpha Fund
Year ended 12/31/09
Year ended 12/31/08	$	4,011,049		—
Year ended 12/31/07	$	4,406,711		—
S&P 500 Index Fund
Year ended 12/31/09
Year ended 12/31/08	$	343,738		—
Year ended 12/31/07	$	453,661		—
RS Small Cap Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	3,980,498		—
Year ended 12/31/07	$	6,101,418	$	(894	)
RS Select Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	880,591	$	(8,998	)
Year ended 12/31/07	$	1,737,119	$	(18,040	)
RS Mid Cap Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	1,652,519	$	(105,187	)
Year ended 12/31/07	$	2,312,050	$	(147,106	)
RS Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	1,226,627	$	(1,791	)
Year ended 12/31/07	$	1,539,574	$	(1,876	)
RS Technology Fund
Year ended 12/31/09
Year ended 12/31/08	$	1,067,868	$	(1,723	)
Year ended 12/31/07	$	1,081,708	$	(915	)
RS International Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	516,982		—
Year ended 12/31/07	$	644,175		—
RS Emerging Markets Fund
Year ended 12/31/09
Year ended 12/31/08	$	5,026,754		—
Year ended 12/31/07	$	3,324,011		—

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	Management Fees1		Fee Waivers/Reimbursement Of Expenses2
RS Investment Quality Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	617,767	—
Year ended 12/31/07	$	572,252	—
RS Low Duration Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	182,148	—
Year ended 12/31/07	$	162,963	—
RS High Yield Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	455,863	—
Year ended 12/31/07	$	508,320	—
RS Tax-Exempt Fund
Year ended 12/31/09
Year ended 12/31/08	$	546,586	—
Year ended 12/31/07	$	525,603	—
RS High Yield Municipal Bond Fund
Year ended 12/31/093
RS Floating Rate Fund
Year ended 12/31/094
RS Strategic Income Fund
Year ended 12/31/093
RS Money Market Fund
Year ended 12/31/09
Year ended 12/31/08	$	2,312,095	—
Year ended 12/31/07	$	2,176,414	—

¹ After giving effect to any reimbursement or waiver by RS Investments.

² Includes amount of management fees reduced or reimbursed by RS Investments pursuant to expense limitations, plus the amount of any other expenses for which RS Investments reimbursed the Fund or which RS Investments bore on behalf of the Fund.

³ The Fund commenced operations on November 24, 2009.

⁴ The Fund commenced operations on December 8, 2009.

For its services under the Sub-Advisory, Sub-Administration and Accounting Services Agreement, GIS has the right to receive fees from RS Investments with respect to each Fund listed below at the following annual rates:

Fund	Annual Fee Rate
RS S&P 500 Index Fund	0.2375	%
RS Investment Quality Bond Fund	0.4750	%
RS Low Duration Bond Fund	0.4275	%
RS High Yield Bond Fund	0.5700	%
RS Tax-Exempt Fund	0.4750	%

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RS High Yield Municipal Bond Fund	0.4750	%
RS Floating Rate Fund	0.6175	%
RS Strategic Income Fund	0.5700	%
RS Money Market Fund	0.4275	%

For its services under the Sub-Advisory, Sub-Administration and Accounting Services Agreement, GBG has the right to receive fees from RS Investments with respect to each Fund listed below at the following annual rates:

Fund	Annual Fee Rate
RS International Growth Fund	0.76	%
RS Emerging Markets Fund	0.95	%

For its services under the Sub-Sub-Investment Advisory Agreement, BG Overseas has the right to receive fees from GBG with respect to each Fund listed below at the following annual rates:

Fund	Annual Fee Rate
RS International Growth Fund	0.40	%
RS Emerging Markets Fund	0.50	%

Administrative Services. RS Investments provides administrative services to each of the Funds pursuant to the Advisory Agreement with the Funds. In addition, State Street Bank and Trust Company (“State Street”) provides certain administrative services, including treasury, Blue Sky, and tax related services, to each of the Funds pursuant to an administration agreement dated May 1, 2007, between State Street and each of the Funds. For its services under the agreement, State Street has the right to receive fees from the Funds based on a written fee schedule as may be agreed to from time to time between State Street and the Funds.

Notwithstanding the foregoing, State Street also has the right to receive fees from each Fund for Blue Sky services and reimbursement for certain out-of-pocket expenses. The administration agreement will remain in effect with respect to a Fund unless terminated by either State Street or the Fund on sixty (60) days’ prior written notice to the other party.

The table below states the total dollar amount in fees paid by the Funds to State Street under the administration agreement for the last three fiscal years.

Fund	Fees Paid Fiscal Year Ended 12/31/09	Fees Paid Fiscal Year Ended 12/31/08		Fees Paid Fiscal Year Ended 12/31/071
RS Partners Fund		$	299,989	$	239,555
RS Value Fund		$	354,150	$	241,402
RS Investors Fund		$	3,410	$	3,314
RS Global Natural Resources Fund		$	272,708	$	169,649
RS Small Cap Equity Fund		$	21,278	$	14,611
RS Large Cap Alpha Fund		$	139,096	$	69,769
RS S&P 500 Index Fund		$	23,269	$	14,228

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Fund	Fees Paid Fiscal Year Ended 12/31/09	Fees Paid Fiscal Year Ended 12/31/08		Fees Paid Fiscal Year Ended 12/31/071
RS Small Cap Growth Fund		$	68,223	$	52,447
RS Select Growth Fund		$	13,233	$	11,951
RS Mid Cap Growth Fund		$	32,351	$	23,722
RS Growth Fund		$	24,874	$	14,847
RS Technology Fund		$	18,177	$	7,917
RS International Growth Fund		$	10,403	$	6,341
RS Emerging Markets Fund		$	94,248	$	28,220
RS Investment Quality Bond Fund			21,297	$	8,946
RS Low Duration Bond Fund		$	6,917	$	2,851
RS High Yield Bond Fund		$	13,110	$	6,596
RS Tax-Exempt Fund		$	18,582	$	8,216
RS High Yield Municipal Bond Fund2			N/A		N/A
RS Floating Rate Fund3			N/A		N/A
RS Strategic Income Fund2			N/A		N/A
RS Money Market Fund		$	85,752	$	42,745

¹ For the period from May 1, 2007 (commencement of services under the administration agreement with State Street) to December 31, 2007.

² The Fund commenced operations on November 24, 2009.

³ The Fund commenced operations on December 8, 2009.

The Trust, on behalf of RS Partners Fund, RS Value Fund, RS Investors Fund, RS Global Natural Resources Fund, RS Small Cap Growth Fund, RS Select Growth Fund, RS Mid Cap Growth Fund, RS Growth Fund, and RS Technology Fund, was party to a Sub-Administration and Accounting Services Agreement with PFPC, Inc., a subsidiary of PNC Bank Corp (“PFPC”), pursuant to which PFPC performed a variety of accounting, bookkeeping, and other administrative services for the Funds. The Sub-Administration and Accounting Services Agreement with PFPC, Inc. was terminated on April 30, 2007. For its services under the Agreement, PFPC had the right to receive fees from RS Small Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Mid Cap Growth Fund, RS Select Growth Fund, RS Value Fund, RS Partners Fund, RS Investors Fund, and RS Global Natural Resources Fund at the following annual rates:

Asset-Based Sub-Administration and Accounting Services Fee:

For each of RS Small Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Mid Cap Growth Fund, RS Select Growth Fund, RS Value Fund, RS Partners Fund, RS Investors Fund, or RS Global Natural Resources Fund with assets less than $50 million, 0.02% of such Fund’s average daily net assets.

For each of RS Small Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Mid Cap Growth Fund, RS Select Growth Fund, RS Value Fund, RS Investors Fund, RS Partners Fund, or RS Global Natural Resources Fund with assets between $50 million and $75 million, 0.045% of such Fund’s average daily net assets.

47

For each of RS Small Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Mid Cap Growth Fund, RS Select Growth Fund, RS Value Fund, RS Partners Fund, RS Investors Fund, or RS Global Natural Resources Fund with assets in excess of $75 million:

0.07% of each Fund’s first $1,616,666,667 of average daily net assets;

0.04% of each Fund’s next $133,333,333 of average daily net assets; and

0.03% of each Fund’s average daily net assets in excess of $1.75 billion.

For Funds that commenced operations after December 1, 1999, PFPC agreed to waive 100% of its sub-administration and accounting service fees on the first $75 million in net assets of such Funds, excluding PFPC’s out-of-pocket expenses.

The table below states the total dollar amount in sub-administration and accounting service fees paid by certain Funds to PFPC for each of the last three years.

	2009	2008	20071
RS Partners Fund	N/A	N/A	$	480,431
RS Value Fund	N/A	N/A	$	435,768
RS Investors Fund2	N/A	N/A	$	12,466
RS Global Natural Resources Fund	N/A	N/A	$	360,482
RS Small Cap Growth Fund	N/A	N/A	$	161,345
RS Select Growth Fund	N/A	N/A	$	49,085
RS Mid Cap Growth Fund	N/A	N/A	$	66,087
RS Growth Fund	N/A	N/A	$	46,076
RS Technology Fund	N/A	N/A	$	20,151

¹ The Sub-Administration and Accounting Services Agreement with PFPC, Inc. was terminated on April 30, 2007.

² RS Investors Fund commenced operations on November 15, 2005. Following a waiver by PFPC of a portion of its fees, the total net dollar amount in sub-administration and accounting services fees paid by RS Investors Fund to PFPC was $2,556 in 2007, $0 in 2008 and $0 in 2009.

Expenses

Each Fund will pay all expenses related to its operation which are not borne by RS Investments, including but not limited to taxes, interest, brokerage fees and commissions, compensation paid under the Funds’ 12b-1 Plan to GIS, 7 Hanover Square, New York, New York 10004 (the “Distributor”), the Trust’s distributor, fees paid to members of the Board of Trustees who are not interested persons of the Trust, SEC fees and related expenses, state Blue Sky qualification fees, charges of custodians, transfer agents, registrars, or other agents, outside auditing,

48

accounting, and legal services, charges for the printing of prospectuses and statements of additional information for regulatory purposes or for distribution to shareholders, certain shareholder report charges, and charges relating to corporate matters.

Proxy Voting Policies

The Trust’s Board of Trustees has delegated the responsibility for voting proxies on behalf of the Funds to RS Investments, subject to the oversight of the Board of Trustees. The Board of Trustees has authorized RS Investments to delegate proxy voting authority with respect to a Fund to that Fund’s sub-adviser or sub-sub-adviser, as applicable. Pursuant to such delegations, each of RS Investments, GIS, and BG Overseas (each, a “Fund Adviser”), is authorized to vote proxies on behalf of the applicable Fund or Funds for which it serves as investment adviser, sub-adviser, or sub-sub-adviser, in accordance with the proxy voting policies and procedures of each such Fund Adviser. A copy of the proxy voting policies and procedures to be followed by each Fund Adviser on behalf of the Funds, including procedures to be used when a vote presents a conflict of interest, is attached hereto as Appendix B (“Proxy Voting Policies and Procedures”). Information regarding how a Fund voted proxies relating to its portfolio securities during the most recent 12-month period ended June 30 will be available no later than August 31 of each year (1) without charge, upon request, by calling 1-800-766-FUND; or on RS Investments’ Web site at www.RSinvestments.com and (2) on the SEC’s Web site at www.sec.gov.

Portfolio Managers

Compensation. As described in the Prospectus, each Fund pays RS Investments a management fee based on a percentage of the Fund’s average daily net assets with respect to certain of the Funds. For certain Funds, RS Investments pays a portion of its management fee to GIS, or GBG, and GBG pays a portion of its management fee to BG Overseas, for sub-sub-advisory services to the GBG Sub-Advised Funds. The portfolio managers are generally paid out of the resources, including the management fees paid by the Fund, of the Fund’s adviser, sub-adviser or sub-sub-adviser, as applicable, and are not paid from any assets of the Funds or any other managed account.

In the case of the GIS Sub-Advised Funds, portfolio managers are paid by Guardian, with a portion of the total available compensation pool allocated to Guardian and GIS, respectively, based on each of those company’s assets under management. Portfolio managers for the GBG Sub-Advised Funds are compensated by BG Overseas. Portfolio managers for the other Funds are compensated by RS Investments.

A Fund’s portfolio managers often manage multiple portfolios for multiple clients. These accounts may include other mutual funds and accounts managed for insurance companies and other institutions. In the case of BG Overseas, these other accounts may also include assets for high net worth individuals, pension funds, collective investment trusts, offshore funds, hedge funds and other types of accounts. For portfolio managers of GIS, a significant portion of their portfolio management responsibility is managing the assets of Guardian’s general account, a pool of mainly fixed income assets that supports the death benefit, claims and other obligations underlying Guardian-issued life, health, disability and other insurance policies (the “Guardian Assets”). The simultaneous management of multiple portfolios potentially could give rise to conflicts of interest, as discussed herein.

The following is information regarding compensation of portfolio managers as provided by RS Investments, GIS, and BG Overseas, respectively.

1) RS Investments.

RS Investments professionals and executives maintain a significant ownership stake in the firm. RS Investments has two separate investment advisory operating divisions, both with separate compensation and bonus structures. Each of the portfolio managers for a series of the Trust is part of the Growth Group or the Value Group.

In establishing salaries and bonuses, RS Investments considers information regarding industry compensation levels, which is prepared by a leading consulting firm. RS Investments sets salary and bonus levels by reference to other investment firms investing in similar categories.

49

In consultation with Terry R. Otton, Chief Executive Officer of RS Investments, the leaders of both Groups determine all salaries and bonuses for their respective Groups for the RS funds for each fiscal year end. Salaries are based on industry standards, as described above.

Bonuses within the Growth Group are based on a number of factors, including (1) pre-tax investment performance for each account (including the Funds) managed by a portfolio manager compared to a relevant peer group over one- and three-year periods, with an emphasis on the most recent one-year period, and (2) experience.

Bonuses within the Value Group are based on a number of factors, including (1) pre-tax investment performance for each account (including the Funds) managed by a portfolio manager compared to a relevant peer group over a rolling three-year period, with particular focus on account performance during periods of losses in the general market, (2) investment judgment, and (3) analytical process.

Assets under management do not directly affect any individual’s salary or bonus, although the amount of each Group’s assets under management affect the fee revenue attributable to that Group, which in turn affect the maximum amount of money available for that Group’s aggregate salaries and bonuses.

Certain portfolio managers also have an equity interest in RS Investments and so participate in overall firm profits, in addition to Group profits.

2) GIS

The compensation paid to portfolio managers is comprised of both base salary and incentive compensation. The base salary is generally a fixed amount based on the individual’s experience and expertise and is reviewed annually. The purpose of the incentive compensation plan is to provide portfolio managers with incentive awards that are tied directly to the performance of the mutual funds and portfolios for which they are responsible. The incentive component can be a significant portion of their total compensation. For the mutual funds, the incentive compensation rewards favorable performance of the mutual funds relevant to peers and positive excess return versus appropriate benchmark indices. For the other portfolios, the incentive compensation rewards favorable performance relative to customized benchmark indices.

The mutual fund performance criteria are generally tied to both a peer component and index component. The peer component is based on a GIS Sub-Advised Fund’s performance relative to the appropriate peer group in the universe of mutual funds as determined by Lipper, Inc., an independent mutual fund rating and ranking organization. Incentive compensation takes into account performance measured over rolling one- and three-year periods, with a phase-in period. The index component is based on whether the Fund’s performance exceeds the performance of its benchmark index (for example, RS Investment Quality Bond Fund’s performance is measured against the performance of the Barclays Capital Aggregate Bond Index). The incentive compensation calculation for a given portfolio manager is based on appropriate weightings that reflect that manager’s roles and responsibilities with respect to management of the mutual funds and other portfolios. Although under normal circumstances the Guardian Assets substantially exceed those of the GIS Sub-Advised Funds, for purposes of the calculation, management of the Funds accounts for approximately 50% of a manager’s incentive compensation. In determining the actual incentive award to an individual portfolio manager, senior management may increase or decrease the award in its discretion based on the manager’s contribution to performance and other factors.

3) BG Overseas

BG Overseas is wholly-owned by Baillie Gifford & Co (“BG & Co”) a partnership based in Scotland. Compensation arrangements within BG Overseas vary depending upon whether the individual is an employee or partner of BG & Co. For employees, a portfolio manager’s compensation generally consists of base salary, a company wide staff bonus and payments under Baillie Gifford’s Incentive program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all BG & Co employees.

The staff bonus is paid annually to all BG & Co employees at a flat rate, with all staff receiving a fixed percentage of salary. In addition to this, senior and selected specialist staff are usually invited to join the incentive program with bonus payments being determined from a combination of individual performance, completion of objectives and team performance.

50

Mr. Hocknell, Mr. Callahan, and Mr. Sneller are partners of BG & Co. As such, they receive a base salary and a share of the partnership profits. The profit share is calculated as a percentage of total partnership profits based on seniority, role within BG & Co and length of service. The basis for the profit share is detailed in the Baillie Gifford Partnership Agreement. The main staff benefits such as pension plans are not available to partners and therefore partners provide for benefits from their own personal funds.

Ownership of Fund Shares. The following table shows the dollar range of equity securities of each Fund beneficially owned as of December 31, 2009 [(or such later date noted below),] by the Funds’ current portfolio managers.

Name of Portfolio Manager	Dollar Range of Equity Securities in Fund
James Anderson	RS International Growth Fund	[None]
Leslie Barbi	RS Strategic Income Fund	[None]
Stephen J. Bishop	RS Technology Fund	[$500,001-$1,000,000]
	RS Small Cap Growth Fund	[$100,001-$500,000]
	RS Select Growth Fund	[$100,001-$500,000]
	RS Mid Cap Growth Fund	[$100,001-$500,000]
	RS Small Cap Equity Fund	[None]
	RS Growth Fund	[None]
Kevin Booth	RS High Yield Bond Fund	[None]
	RS Floating Rate Fund
	RS Strategic Income Fund
Tim Campbell	RS International Growth Fund	[None]
John Carnegie	RS International Growth Fund	[None]
Melissa Chadwick-Dunn	RS Small Cap Growth Fund	[$100,001 - $500,000]
	RS Select Growth Fund	[$100,001 - $500,000]
	RS Mid Cap Growth Fund	[$50,001-$100,000]
	RS Small Cap Equity Fund	[None]
	RS Growth Fund	[None]
Howard Chin	RS Investment Quality Bond Fund	[$100,001-$500,000]
	RS Low Duration Bond Fund	[$100,001-$500,000]
	RS Strategic Income Fund	[None]
Tom Coutts	RS International Growth Fund	[None]
Robert M. Crimmins, Jr.	RS Investment Quality Bond Fund	[None ]
	RS Low Duration Bond Fund	[None ]
	RS Strategic Income Fund	[None]
MacKenzie B. Davis	RS Partners Fund	[$100,001-$500,000]
	RS Value Fund	[$100,001-$500,000]
	RS Investors Fund	[$100,001-$500,000]
	RS Global Natural Resources Fund	[$100,001-$500,000]
	RS Large Cap Alpha Fund	[None]

51

Name of Portfolio Manager	Dollar Range of Equity Securities in Fund
Alexander M. Grant, Jr.	RS Money Market Fund	[$100,001-$500,000 ]
	RS Tax-Exempt Fund	[$10,001-$50,000 ]
	RS High Yield Municipal Bond Fund	[None]
Marc Gross	RS High Yield Bond Fund	[$1-$10,000]
	RS Strategic Income Fund	[None]
	RS Floating Rate Fund	[None]
Edward H. Hocknell	RS Emerging Markets Fund	[None]
Jonathan Jankus	RS S&P 500 Index Fund	[None]
	RS Strategic Income Fund	[None]
Stewart M. Johnson	RS S&P 500 Index Fund	[$10,001-$50,000 ]
David J. Kelley	RS Partners Fund	[$500,001-$1,000,000 ]
	RS Value Fund	[$500,001-$1,000,000 ]
	RS Investors Fund	[$500,001-$1,000,000]
	RS Large Cap Alpha Fund	[None]
Joseph Mainelli	RS Partners Fund	[None]
	RS Value Fund	[$50,001-$100,000]
	RS Investors Fund	[$50,001-$100,000]
	RS Large Cap Alpha Fund	[None]
Howard G. Most	RS High Yield Bond Fund	[$1-$10,000 ]
Andrew P. Pilara, Jr.	RS Partners Fund	[over $1,000,000 ]
	RS Value Fund	[$500,001-$1,000,000 ]
	RS Investors Fund	[$500,001-$1,000,000 ]
	RS Global Natural Resources Fund	[$500,001-$1,000,000 ]
	RS Large Cap Alpha Fund	[None]
David Salter	RS International Growth Fund	[None]
Kenneth L. Settles, Jr.	RS Global Natural Resources Fund	[$10,001-$50,000 ]
	RS Large Cap Alpha Fund	[None]
	RS Partners Fund	[$10,001-$50,000]
	RS Value Fund	[$10,001-$50,000]
	RS Investors Fund	[$1-$10,000]
Kavé Sigaroudinia	RS International Growth Fund	[None]
Richard E. Sneller	RS Emerging Markets Fund	[None]
William Sutcliffe	RS Emerging Markets Fund	[None]
Allison K. Thacker	RS Technology Fund	[$100,001-$500,000]
	RS Small Cap Growth Fund	[$100,001-$500,000]
	RS Mid Cap Growth Fund	[$10,001-$50,000]
	RS Select Growth Fund	[$50,001 - $100,000]
	RS Small Cap Equity Fund	[None]
	RS Growth Fund	[None]
Nick Thomas	RS International Growth Fund	[None]

52

Name of Portfolio Manager	Dollar Range of Equity Securities in Fund
D. Scott Tracy	RS Small Cap Growth Fund	[$50,001 - $100,000 ]
	RS Select Growth Fund	[None]
	RS Mid Cap Growth Fund	[$10,001-$50,000 ]
	RS Small Cap Equity Fund	[$1,001-$10,000 ]
	RS Growth Fund	[None]
		[None]
Martin Vernon	RS Money Market Fund	[None]
Sarah Whitley	RS International Growth Fund	[None]
Joseph A. Wolf	RS Partners Fund	[$500,001-$1,000,000 ]
	RS Value Fund	[$500,001-$1,000,000 ]
	RS Investors Fund	[$500,001-$1,000,000 ]
	RS Large Cap Alpha Fund	[None]

Other Accounts. Each Fund’s portfolio manager or portfolio managers are responsible (either individually or jointly) for the day-to-day management of certain other accounts (including other series of the Trust and series of RS Variable Products Trust). Unless otherwise indicated, none of the other accounts for which the portfolio managers listed below are responsible have performance-based fees. The following table sets forth the number of other accounts managed by the portfolio managers of the Funds and the total assets of such accounts as of December 31, 2009:

	Registered Investment Companies			Other Pooled Investment Vehicles			Other Accounts
Name	Number of Accounts		Total Assets (in Thousands)	Number of Accounts	Total Assets (in Thousands)		Number of Accounts		Total Assets (in Thousands)
James Anderson	[	]		1			[	]1
Leslie Barbi
Stephen J. Bishop	[	]		0	$	0	[	]
Kevin Booth	[	]		0	$	0	[	]
Tim Campbell	[	]		0	$	0	[	]	$	0
John Carnegie	[	]		0	$	0	[	]	$	0
Melissa Chadwick-Dunn	[	]		0	$	0	[	]
Howard Chin	[	]		0	$	0	[	]
Tom Coutts	[	]		0	$	0	[	]	$	0
Robert Crimmins, Jr.	[	]		0	$	0	[	]
MacKenzie B. Davis	[	]		0	$	0	[	]
Alexander Grant, Jr.	[	]		0	$	0	[	]
Marc Gross	[	]		0	$	0	[	]

53

	Registered Investment Companies				Other Pooled Investment Vehicles			Other Accounts
Name	Number of Accounts		Total Assets (in Thousands)		Number of Accounts	Total Assets (in Thousands)		Number of Accounts		Total Assets (in Thousands)
Edward H. Hocknell	[	]			4			[	]
Jonathan Jankus	[	]			0	$	0	[	]
Stewart Johnson	[	]			0	$	0	[	]
David J. Kelley	[	]			0	$	0	[	]
Joseph Mainelli	[	]	$	0	0	$	0	[	]	$	0
Howard G. Most	[	]			0	$	0	[	]
Andrew P. Pilara, Jr.	[	]			0	$	0	[	]
David Salter	[	]			0	$	0	[	]	$	0
Kenneth L. Settles, Jr.	[	]			0	$	0	[	]
Kavé Sigaroudinia	[	]			0	$	0	[	]
Richard E. Sneller	[	]			2			[	]
William Sutcliffe	[	]			1			[	]
Allison K. Thacker	[	]			0	$	0	[	]
Nick Thomas	[	]	$	0	0	$	0	[	]	$	0
D. Scott Tracy	[	]			0	$	0	[	]
Martin Vernon	[	]			0	$	0	[	]
Sarah Whitley	[	]			0	$	0	[	]
Joseph A. Wolf	[	]			0	$	0	[	]

¹ The investment adviser to the account receives an advisory fee based on account performance for five of these accounts, in which the assets total approximately $[            ] billion.

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Conflicts of Interest. The Fund Advisers have informed the Trust as follows:

1) RS Investments

Whenever a portfolio manager of a Fund manages other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Fund and the investment strategies of the other accounts and potential conflicts in the allocation of investment opportunities between the Fund and such other accounts. In addition, in certain instances, a portfolio manager may take conflicting positions in a particular security. For example, a portfolio manager may sell short a security for one account that another account holds long, or may take a long position in a security for one account that the portfolio manager has sold short for another account. RS Investments seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures, including a Code of Ethics, designed to address such conflicts.

RS Investments and each of the portfolio managers attempt to resolve any conflicts in a manner that is generally fair over time to all of their clients. RS Investments may give advice and take action with respect to any of its clients that may differ from advice given or the timing or nature of action taken with respect to any particular account so long as it is RS Investments’ policy, to the extent practicable, to allocate investment opportunities over time on a fair and equitable basis relative to other accounts. It is RS Investments’ policy that, when the amount of securities of a particular issuer available to RS Investments’ client accounts in an initial public offering is insufficient to meet the requirements of each account that will purchase securities in the IPO, RS Investments generally will allocate those securities among those accounts based on the size of each account as of the close of business on the preceding day. It is also RS Investments’ policy that it may aggregate sale and purchase orders of securities for accounts with similar orders being made simultaneously for other clients if, in RS Investments’ reasonable judgment, such aggregation is reasonably likely to result generally in lower per-share brokerage commission costs. In many instances, the purchase or sale of securities for accounts will be effected simultaneously with the purchase or sale of like securities for other accounts. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, each client may be charged or credited, as the case may be, the average transaction price of all securities purchased or sold in such transaction. As a result, however, the price may be less favorable to a client than it would be if similar transactions were not being executed concurrently for other accounts.

2) GIS

Portfolio managers for the GIS Sub-Advised Funds typically manage other portfolios with investment objectives and strategies that are similar to those of the GIS Sub-Advised Funds. In general, the other portfolios are managed using the same investment tools and resources that are used in connection with the management of the GIS Sub-Advised Funds. Accordingly, portfolio managers often make investment decisions and place trades for other accounts, such as the Guardian Assets, that are similar to those made for the Funds due to the similarities in their investment objectives and strategies. On the other hand, portfolio managers may purchase or sell securities for one portfolio and not another, as appropriate, or may place transactions on behalf of the Guardian Assets that are directly or indirectly contrary to investment decisions made on behalf of a Fund. These decisions can be driven by differences in the duration of benchmarks used for the Guardian Assets and the Funds. Depending on market conditions, any of these actions could have a potential adverse impact on a GIS Sub-Advised Fund. Because the GIS Sub-Advised Funds’ portfolio managers manage assets for other accounts, the potential exists that a portfolio manager could have an incentive to devote an unequal amount of time and attention to the management of a GIS Sub-Advised Fund as compared to the time and attention the manager spends on other accounts. GIS could also be perceived as having a conflict of interest if GIS or any of its affiliates has an investment in an account that is

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materially larger than its investment in a GIS Sub-Advised Fund. To address these and other potential conflicts of interest, GIS has adopted trade allocation policies and procedures, which provide for fair treatment including procedures for allocation of initial public offerings, and has monitoring procedures for compliance with each GIS Sub-Advised Fund’s investment policies and with the Code of Ethics of GIS. In addition, GIS periodically reviews each portfolio manager’s overall responsibilities to evaluate whether the manager has adequate resources to effectively manage multiple portfolios in a manner that treats all clients fairly.

3) BG Overseas

At BG Overseas, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these other accounts may include separate accounts, collective investment schemes, or offshore funds. BG Overseas manages potential conflicts between funds or with other types of accounts by implementing effective organizational and administrative arrangements to ensure that reasonable steps are taken to prevent the conflict giving rise to a material risk of damage to the interests of clients.

One area where a conflict of interest potentially arises is in the placing of orders for multiple clients and subsequent allocation of trades. Unless client specific circumstances dictate otherwise, investment teams normally implement transactions in individual stocks for all clients with similar mandates at the same time. This aggregation of individual transactions can of course operate to the advantage or disadvantage of the clients involved in the order. When receiving orders from investment managers, traders will generally treat order priority on a “first come, first served” basis and any exceptions to this are only permitted in accordance with established policies. BG Overseas has also developed trade allocation systems and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Investment decisions for the Funds and for the other investment advisory clients of the Fund Advisers and their affiliates are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In some instances, one client may sell a particular security to another client. It also sometimes happens that two or more clients purchase or sell the same security at approximately the same time, in which event the day’s transactions in such security may be, insofar as the applicable Fund Adviser deems appropriate, averaged as to price and allocated between such clients in a manner which in the Fund Adviser’s opinion is equitable to each and in accordance with the amount being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients. The Fund Advisers employ a professional staff of portfolio managers who draw upon a variety of resources for research information for the Funds.

Transactions on U.S. stock exchanges and the NASDAQ Stock Market, LLC (“Nasdaq”), commodities markets, and futures markets and other agency transactions involve the payment by a Fund of negotiated brokerage commissions. Such commissions vary among different brokers. A particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. Transactions in foreign investments often involve the payment of fixed brokerage commissions, which may be higher than those in the United States. In underwritten offerings, the price paid by the Trust includes a disclosed, fixed commission or discount retained by the underwriter or dealer.

It has for many years been a common practice in the investment advisory business for advisors of investment companies and other institutional investors to receive “brokerage and research services” (as defined in the Exchange Act) from broker-dealers that execute portfolio transactions for the clients of such advisors and from third parties with which such broker-dealers have arrangements. Consistent with this practice, the Fund Advisers may receive research and brokerage services and other similar services from many broker-dealers with which it places a Fund’s portfolio transactions and from third parties with which these broker-dealers have arrangements.

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The brokerage and research services received by the Funds may include such matters as general economic and market reviews, industry and company reviews, evaluations of investments, recommendations as to the purchase and sale of investments, pricing services, quotation services, and certain financial news services. Where the services referred to above are not used exclusively by a Fund Adviser for research purposes, the Fund Adviser, based upon its own allocations of expected use, bears that portion of the cost of these services which directly relates to its non-research use. Some of these services may be of value to the Fund Advisers and their affiliates in advising various of their clients (including the Funds), although not all of these services are necessarily useful and of value in managing the Funds. The management fee paid by a Fund is not reduced because a Fund Adviser or its affiliates receive these services even though the Fund Adviser might otherwise be required to purchase some of these services for cash.

Each Fund Adviser places all orders for the purchase and sale of portfolio investments for the Funds and buys and sells investments for the Funds through a substantial number of brokers and dealers. Each Fund Adviser seeks the best overall terms available for the Funds, except to the extent the Fund Adviser may be permitted to pay higher brokerage commissions as described below. In selecting broker-dealers and evaluating the overall reasonableness of brokerage commissions, a Fund Adviser, having in mind a Fund’s best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security or other investment, the amount of the commission, the timing of the transaction taking into account market prices, and trends, the reputation, experience, and financial stability of the broker-dealer involved, and the quality of service rendered by the broker-dealer in other transactions.

As permitted by Section 28(e) of the Exchange Act, a Fund Adviser may cause a Fund to pay a broker-dealer that provides “brokerage and research services” (as defined in the Exchange Act) to the Fund Adviser an amount of disclosed commission for effecting securities transactions on stock exchanges and other transactions for the Fund on an agency basis in excess of the commission which another broker-dealer would have charged for effecting that transaction. The Fund Advisers’ authority to cause a Fund to pay any such greater commissions is also subject to such policies as the Trustees may adopt from time to time.

A Fund Adviser may sometimes instruct a broker through whom it executes a securities transaction to “give up” a portion of the transaction for settlement to another broker that provides research services to the Fund Adviser consistent with the preceding policies. In such a case, the broker to whom the transaction is given up may receive the entire commission payable on the portion of the transaction given up to it. A Fund Adviser may also instruct a broker to pay a portion of a commission to another broker that performs services in respect of the transaction in question but does not execute the transaction. A broker may accumulate credits for a Fund Adviser’s account and use them to purchase research and brokerage services at the Fund Adviser’s direction, and based on the Fund Adviser’s determination of the relative values of the various services available for purchase.

It is the Trust’s policy that the Funds may not use brokerage to compensate a broker for the sale or promotion of Fund shares. Certain broker-dealers or their affiliates with whom a Fund places transactions may also sell shares of the Funds. In an attempt to limit any conflict of interest this may create (for example, effecting portfolio transactions for a Fund with certain broker-dealers or their affiliates in order to induce them to sell shares of the Fund), the Trust has adopted policies and procedures that prohibit the use of brokerage to compensate a broker for the sale or promotion of Fund shares.

The following table provides the dollar amount of brokerage commissions paid by the Funds for the periods indicated. Unless noted otherwise, changes in the amounts of brokerage commissions from year to year are generally the result of active trading strategies employed by the Funds’ portfolio managers in response to market conditions, and are not reflective of a material change in investment strategy.

	Fiscal Year Ended 12/31/09	Fiscal Year Ended 12/31/08		Fiscal Year Ended 12/31/07
RS Partners Fund		$	4,198,593	$	4,455,557
RS Value Fund		$	4,066,303	$	4,389,212
RS Investors Fund		$	59,169	$	140,294

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	Fiscal Year Ended 12/31/09	Fiscal Year Ended 12/31/08		Fiscal Year Ended 12/31/07
RS Global Natural Resources Fund		$	1,907,769	$	1,112,989
RS Small Cap Equity Fund		$	444,694	$	589,268
RS Large Cap Alpha Fund		$	981,201	$	934,335
RS S&P 500 Index Fund		$	18,117	$	6,400
RS Small Cap Growth Fund		$	2,171,075	$	2,381,105
RS Select Growth Fund		$	363,070	$	806,864
RS Mid Cap Growth Fund		$	1,278,952	$	1,687,467
RS Growth Fund		$	741,877	$	918,153
RS Technology Fund		$	469,178	$	445,993
RS International Growth Fund		$	52,300	$	48,687
RS Emerging Markets Fund		$	1,442,144	$	613,487
RS Investment Quality Bond Fund			—		—
RS Low Duration Bond Fund1			—		—
RS High Yield Bond Fund			—		—
RS Tax-Exempt Fund			—		—
RS High Yield Municipal Bond Fund2			—		—
RS Floating Rate Fund3			—		—
RS Strategic Income Fund2			—		—
RS Money Market Fund			—

¹ The increase in commissions for RS Low Duration Bond Fund for the fiscal year ended December 31, 2009 as compared to previous years is generally due to [            ].

² The Fund commenced operations on November 24, 2009.

³ The Fund commenced operations on December 8, 2009.

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Of the amounts shown in the preceding table for the fiscal year ended December 31, 2009, the following table provides the amounts of such brokerage commissions paid by the Funds to brokers who provided research services or other services to RS Investments and the total dollar amounts of the transactions pursuant to which such brokerage commissions were paid.

Fund	Brokerage Commissions Paid	Total Dollar Amount of Such Transactions
RS Partners Fund
RS Value Fund
RS Investors Fund
RS Global Natural Resources Fund
RS Small Cap Equity Fund
RS Large Cap Alpha Fund
RS S&P 500 Index Fund
RS Small Cap Growth Fund
RS Select Growth Fund
RS Mid Cap Growth Fund
RS Growth Fund
RS Technology 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 High Yield Municipal Bond Fund1
RS Floating Rate Fund2
RS Strategic Income Fund1
RS Money Market Fund	—	—

¹ The Fund commenced operations on November 24, 2009.

² The Fund commenced operations on December 8, 2009.

The following table shows the names of the Funds’ regular brokers or dealers held by the Funds during fiscal year 2009 and the values of those securities as of December 31, 2009:

Fund Broker or Dealer Value as of December 31, 2009

DISCLOSURE OF PORTFOLIO HOLDINGS

The Funds have established a policy governing the disclosure of a Fund’s portfolio holdings which is designed to protect the confidentiality of the Fund’s non-public portfolio holdings and prevent inappropriate selective disclosure of such holdings. The Funds’ Board of Trustees has approved this policy and will be asked to approve any material amendments to this policy. Exceptions to this policy may be authorized by the Trust’s Chief Compliance Officer, or where appropriate, a member of RS Investments’ senior management (each, an “Authorized Person”).

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Registered investment companies that are sub-advised by RS Investments may be subject to different portfolio holdings disclosure policies, and neither RS Investments nor the Board of Trustees of the Funds exercises control over such policies. In addition, separate account clients of RS Investments have access to their portfolio holdings and are not subject to the Funds’ portfolio holdings disclosure policies. Some of the funds that are sub-advised by RS Investments and some of the separate accounts managed by RS Investments have substantially similar or identical investment objectives and strategies, and therefore potentially substantially similar, and in certain cases nearly identical, portfolio holdings, to those of certain Funds.

RS Investments provides investment advice for a fee to financial institutions who manage accounts for their clients. In some circumstances, RS Investments may provide a model portfolio to a financial institution and provide periodic (including daily) revisions to the model portfolio; the model portfolio may have substantially similar or identical investment objectives and strategies as one or more of the Funds, and therefore potentially substantially similar, and in certain cases nearly identical, portfolio holdings of one or more of the Funds. RS Investments will only provide such a model portfolio where it has received appropriate undertakings from the financial institution as to confidentiality and use of the model portfolio and RS Investments has satisfied itself that there is only minimal risk that any client of such a financial institution may be able to use to a Fund’s detriment any information made available to it as a result of the arrangement.

Neither RS Investments nor the Funds will receive any compensation or other consideration in connection with disclosure of Fund portfolio holdings.

Public Disclosure of Portfolio Holdings. In addition to the public disclosure of Fund portfolio holdings through required SEC quarterly filings, a Fund may make its portfolio holdings publicly available on RS Investments’ Web site in such scope and form and with such frequency as RS Investments may reasonably determine. The Prospectus describes, to the extent applicable, the type of information that is disclosed on RS Investments’ Web site, as well as the frequency with which this information is disclosed and the lag between the date of the information and the date of its disclosure.

A Fund’s portfolio holdings are considered to be publicly disclosed on the earliest of: (a) the disclosure of the portfolio holdings in a publicly available, routine filing with the SEC that is required to include the information; (b) the day after the Fund makes such information available on its Web site (assuming that it discloses in its prospectus that such information is available on its Web site); or (c) at such additional times and on such additional bases as determined by the SEC or its staff.

Disclosure of Non-Public Portfolio Holdings. A Fund may, in certain cases, disclose to third parties its portfolio holdings which have not been made publicly available. Disclosure of non-public portfolio holdings to third parties may only be made if an executive officer of the Trust, such as the Trust’s Chief Compliance Officer, determines that such disclosure is in the best interests of the Fund’s shareholders. In addition, the third party receiving the non-public portfolio holdings will be required to agree in writing to keep the information confidential and/or agree not to trade directly or indirectly based on the information. The restrictions and obligations described in this paragraph do not apply to non-public portfolio holdings provided to entities who provide on-going services to the Funds in connection with their day-to-day operations and management, including the Fund Advisers and their affiliates and the Funds’ custodian, sub-administration and accounting services provider, independent registered public accounting firm, and proxy voting service provider.

To the extent that an Authorized Person determines that there is a potential conflict with respect to the disclosure of information that is not publicly available between the interests of a Fund’s shareholders, on the one hand, and RS Investments or an affiliated person of RS Investments or the Fund, on the other, the Authorized Person must inform the Trust’s Chief Compliance Officer of such potential conflict, and the Trust’s Chief Compliance Officer shall determine whether, in light of the potential conflict, disclosure is reasonable under the circumstances.

Ongoing Arrangements To Make Portfolio Holdings Available. With authorization from an Authorized Person, Fund Representatives disclose Fund portfolio holdings to the following recipients on an on-going basis: State Street Bank and Trust Company, PricewaterhouseCoopers LLP, and RiskMetrics Group. Each recipient, except the Funds’ independent registered public accounting firm, receives the portfolio holdings information on a daily basis. The Funds’ independent registered public accounting firm receives the information when requested in connection with its services to the Funds.

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DISTRIBUTION OF SHARES; DISTRIBUTION PLAN

GIS, 7 Hanover Square, New York, NY 10004, is the principal underwriter of the Funds’ shares. The Trust has entered into a distribution agreement with GIS (the “Distribution Agreement”), which, together with a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), governs the sale and distribution of Fund shares and payment of compensation to GIS. Shares are offered continuously; however, the Trust reserves the right to cease the offer of any Fund’s shares at any time, subject to applicable laws, rules and regulations. GIS receives no compensation from the Trust or from purchasers of the Funds’ shares for acting as distributor of the Class Y shares.

The Distribution Agreement will remain in full force and effect from year to year with respect to the Funds so long as its continuance is approved at least annually by (i) the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds and (ii) the vote of a majority of Trustees who are not parties to the agreement or interested persons of any such party. It will terminate upon assignment and may be terminated with respect to a Fund at any time by either party on not less than 30 nor more than 60 days’ written notice. The agreement also provides that the Trust shall indemnify GIS and its officers, directors and agents with respect to certain liabilities.

Shares of each Fund may be purchased through Guardian agents who are registered representatives and licensed by GIS to sell Fund shares, and through registered representatives of selected broker-dealers which are members of the Financial Industry Regulatory Authority (“FINRA”) (previously, the National Association of Securities Dealers, Inc.) and which have entered into selling agreements with GIS. GIS may reallow up to 100% of any sales load on shares sold by dealers with whom it has sales agreements. Broker-dealers with which GIS has entered into selling agreements may charge their customers a processing or service fee in connection with the purchase or redemption of Fund shares. The amount and applicability of such a fee is determined and disclosed to such customers by each individual broker-dealer.

To compensate GIS for the services it provides and for the expenses it bears in connection with the distribution of Fund shares, GIS will be entitled to receive any contingent deferred sales loads applicable to the redemption of shares of the Funds and any front-end sales loads applicable to the sale of shares of the Funds. GIS is also entitled to receive payments under the 12b-1 Plan. GIS’s expenses may include, but are not limited to, costs of advertising and promoting the sale of shares of the Funds and, as discussed below, payments to financial intermediaries. They may also include GIS’s overhead expenses attributable to the distribution of the Funds’ shares, which may include, for example, expenses for office space, communications, and salaries of GIS’s personnel, and any other of GIS’s expenses attributable to the distribution of the Funds’ shares.

The 12b-1 Plan is a compensation plan. Under the 12b-1 Plan, the Funds pay GIS compensation, accrued daily and paid monthly at the following rates: each Fund that issues Class A shares is authorized to pay a monthly distribution and service fee at an annual rate of 0.25% of the average daily net assets of the Fund’s Class A shares; each Fund that issues Class B shares is authorized to pay a monthly distribution fee at an annual rate of 0.75% and a monthly service fee at an annual rate of 0.25% of the average daily net assets of the Fund’s Class B shares; each Fund that issues Class C shares is authorized to pay a monthly distribution fee at an annual rate of 0.75% and a monthly service fee at an annual rate of 0.25% of the average daily net assets of its Class C shares; and each Fund that issues Class K shares is authorized to pay a monthly distribution fee at an annual rate of 0.40% and a monthly service fee at an annual rate of 0.25% of the average daily net assets of its Class K shares. Class Y shares are not subject to the 12b-1 Plan.

The 12b-1 Plan may benefit the Funds by increasing sales of shares and reducing redemptions of shares, resulting potentially, for example, in economies of scale and more predictable flows of cash into and out of the Funds. Because Rule 12b-1 fees are paid out of a Fund’s assets, all shareholders share in that expense; however, because shareholders hold their shares through varying arrangements (for example, directly or through financial intermediaries), they may not share equally in the benefits of the 12b-1 Plan.

GIS may from time to time determine that certain distribution or promotional expenses incurred by it relate to the Funds. However, GIS generally considers that many distribution and promotional expenses are incurred in respect of all of the RS Funds, and any part of the Rule 12b-1 fees paid by a Fund may be considered to compensate GIS (or, indirectly, RS Investments) for those expenses. For this purpose, GIS may estimate the expenses incurred in respect of a Fund based on the Fund’s relative net asset value and/or using any other methodology it considers

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appropriate (which may not be based on the Fund’s relative sizes). Differences in the method of such allocation do not affect the amount of Rule 12b-1 fees paid by a Fund, but only the amount of such expenses considered to have been reimbursed out of the Fund’s Rule 12b-1 fees.

RS Investments may perform certain services and incur certain expenses with respect to the promotion of Fund shares and the servicing of shareholder accounts, including payment of salaries and expenses for employees whose activities include the promotion of Fund shares and/or the servicing of shareholder accounts. GIS pays out of the amounts it receives from the Fund pursuant to the 12b-1 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 Fund or the servicing of shareholder accounts; provided, however, that if there is an inadequate amount under the 12b-1 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.

In addition to payments under the 12b-1 Plan, certain of the Funds may reimburse GIS for payments GIS makes to financial intermediaries that provide certain administrative and account maintenance services. The amount of the reimbursement (the “GIS Services Reimbursement”) is calculated in a manner approved by the Trustees and is reviewed by the Trustees periodically.

During some periods, fees paid under the 12b-1 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 12b-1 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.

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, semi-annual 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 may be paid continually over time, during the period when the intermediary’s clients hold investments in the Funds. The compensation to financial intermediaries includes networking fees and account-based fees. 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 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 0.50% 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 FINRA.

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

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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.

Because the Funds pay distribution, service 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 an investment in a Fund and may cost a shareholder more than paying other types of sales loads.

A Fund may pay distribution fees, service fees and other amounts described above at a time when shares of the Fund are not being actively promoted to new investors generally, or when shares of that Fund are unavailable for purchase.

The following table shows amounts paid or payable by the Trust to GIS under the Funds’ 12b-1 Plan and GIS Service Reimbursements during the periods shown.

Fund	Payments Under the Funds’ 12b-1 Plan1		GIS Services Reimbursements
RS Partners Fund
Year ended 12/31/09
Year ended 12/31/08	$	4,140,116	$	1,509,874
Year ended 12/31/07	$	6,698,862	$	2,060,990
RS Value Fund
Year ended 12/31/09
Year ended 12/31/08	$	5,121,102	$	1,877,595
Year ended 12/31/07	$	6,417,428	$	1,605,535
RS Investors Fund
Year ended 12/31/09
Year ended 12/31/08	$	48,788	$	3,775
Year ended 12/31/07	$	145,660	$	25,019
RS Global Natural Resources Fund
Year ended 12/31/09
Year ended 12/31/08	$	4,278,414	$	1,439,637
Year ended 12/31/07	$	4,524,700	$	1,094,191
RS Small Cap Equity Fund
Year ended 12/31/09
Year ended 12/31/08	$	433,595	$	18,259
Year ended 12/31/07	$	647,493		—
RS Large Cap Alpha Fund
Year ended 12/31/09
Year ended 12/31/08	$	2,143,497	$	115,461
Year ended 12/31/07	$	2,542,856		—

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Fund	Payments Under the Funds’ 12b-1 Plan1		GIS Services Reimbursements
RS S&P 500 Index Fund
Year ended 12/31/09
Year ended 12/31/08	$	181,692	$	1,980
Year ended 12/31/07	$	314,122		—
RS Small Cap Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	1,030,567	$	268,198
Year ended 12/31/07	$	1,590,269	$	422,761
RS Select Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	222,613	$	79,506
Year ended 12/31/07	$	438,794	$	140,669
RS Mid Cap Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	518,510	$	78,672
Year ended 12/31/07	$	718,221	$	161,984
RS Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	382,599	$	51,338
Year ended 12/31/07	$	478,697	$	59,724
RS Technology Fund
Year ended 12/31/09
Year ended 12/31/08	$	268,552	$	77,452
Year ended 12/31/07	$	270,773	$	55,957
RS International Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	314,098	$	2,040
Year ended 12/31/07	$	381,048		—
RS Emerging Markets Fund
Year ended 12/31/09
Year ended 12/31/08	$	1,870,068	$	86,966
Year ended 12/31/07	$	1,411,656		—

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Fund	Payments Under the Funds’ 12b-1 Plan1		GIS Services Reimbursements
RS Investment Quality Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	265,215	$	13,475
Year ended 12/31/07	$	200,506		—
RS Low Duration Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	114,759	$	370
Year ended 12/31/07	$	89,258		—
RS High Yield Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	120,553	$	573
Year ended 12/31/07	$	139,887		—
RS Tax-Exempt Fund
Year ended 12/31/09
Year ended 12/31/08	$	256,373	$	4,620
Year ended 12/31/07	$	229,428		—
RS High Yield Municipal Bond Fund
Period from 11/24/09 to 12/31/092
RS Floating Rate Fund
Period from 12/8/09 to 12/31/093
RS Strategic Income Fund
Period from 11/24/09 to 12/31/092
RS Money Market Fund
Year ended 12/31/09
Year ended 12/31/08	$	828,109	$	1,049
Year ended 12/31/07	$	932,508		—

¹ After giving effect to any reimbursement or waiver by GIS.

² The Fund commenced operations on November 24, 2009.

³ The Fund commenced operations on December 8, 2009.

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The following table shows sales loads paid to GIS during the periods indicated:

Fund	Sales Load on Purchases1		Contingent Deferred Sales Loads
RS Partners Fund
Year ended 12/31/09
Year ended 12/31/08	$	1,901	$	4
Year ended 12/31/07	$	6,992	$	1
RS Value Fund
Year ended 12/31/09
Year ended 12/31/08	$	34,054	$	24,181
Year ended 12/31/07	$	144,594	$	2,196
RS Investors Fund
Year ended 12/31/09
Year ended 12/31/08	$	807		—
Year ended 12/31/07	$	4,168		—
RS Global Natural Resources Fund
Year ended 12/31/09
Year ended 12/31/08	$	46,025	$	30,498
Year ended 12/31/07	$	56,706	$	663
RS Small Cap Equity Fund
Year ended 12/31/09
Year ended 12/31/08	$	4,651	$	4,279
Year ended 12/31/07	$	8,156	$	9,452
RS Large Cap Alpha Fund
Year ended 12/31/09
Year ended 12/31/08	$	79,889	$	25,376
Year ended 12/31/07	$	53,540	$	22,808
RS S&P 500 Index Fund
Year ended 12/31/09
Year ended 12/31/08	$	2,243	$	3,514
Year ended 12/31/07	$	4,480	$	10,201
RS Small Cap Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	2,068	$	678
Year ended 12/31/07	$	2,203		—

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Fund	Sales Load on Purchases1		Contingent Deferred Sales Loads
RS Select Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	671	$	6
Year ended 12/31/07	$	1,380		—
RS Mid Cap Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	5,546	$	597
Year ended 12/31/07	$	8,033	$	1
RS Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	1,950	$	221
Year ended 12/31/07	$	9,116	$	1
RS Technology Fund
Year ended 12/31/09
Year ended 12/31/08	$	5,494	$	6,525
Year ended 12/31/07	$	5,112	$	343
RS International Growth Fund
Year ended 12/31/09
Year ended 12/31/08	$	6,147	$	2,785
Year ended 12/31/07	$	7,011	$	5,490
RS Emerging Markets Fund
Year ended 12/31/09
Year ended 12/31/08	$	96,384	$	37,829
Year ended 12/31/07	$	56,802	$	11,248
RS Investment Quality Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	12,392	$	3,407
Year ended 12/31/07	$	7,935	$	4,622
RS Low Duration Bond Fund
Year ended 12/31/09
Year ended 12/31/08	$	3,772	$	1,021
Year ended 12/31/07	$	951	$	726
RS High Yield Bond Fund
Year ended 12/31/09

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Fund	Sales Load on Purchases1		Contingent Deferred Sales Loads
Year ended 12/31/08	$	1,080	$	1,277
Year ended 12/31/07	$	1,712	$	1,241
RS Tax-Exempt Fund
Year ended 12/31/09
Year ended 12/31/08	$	5,962	$	6,958
Year ended 12/31/07	$	2,817	$	133
RS High Yield Municipal Bond Fund
Period from 11/24/09 to 12/31/092
RS Floating Rate Fund
Period from 12/8/09 to 12/31/093
RS Strategic Income Fund
Period from 11/24/09 to 12/31/092
RS Money Market Fund
Year ended 12/31/09
Year ended 12/31/08		—	$	5,541
Year ended 12/31/07		—	$	3,201

¹ A portion of the sales loads paid to GIS upon purchases of Class A shares is reallowed by GIS to dealers.

² The Fund commenced operations on November 24, 2009.

³ The Fund commenced operations on December 8, 2009.

No other commissions and compensation were paid by any of the Funds to GIS during the fiscal year ended December 31, 2009

The Funds have been informed by GIS that during the fiscal year ended December 31, 2009 the following expenditures were made using the 12b-1 Plan fees received by GIS with respect to the Funds:

Fund	Advertising	Prospectus and marketing materials printing & mailing1	Compensation to underwriters	Compensation paid to firms	Compensation to sales personnel	Other expenses (facilities, professional expenses, and other)	Excess expenses incurred by GIS and RS Investments2
RS Partners Fund
RS Value Fund
RS Investors Fund
RS Global Natural Resources Fund
RS Small Cap Equity Fund
RS Large Cap Alpha Fund
RS S&P 500 Index Fund

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Fund	Advertising	Prospectus and marketing materials printing & mailing1	Compensation to underwriters	Compensation paid to firms	Compensation to sales personnel	Other expenses (facilities, professional expenses, and other)	Excess expenses incurred by GIS and RS Investments2
RS Small Cap Growth Fund
RS Select Growth Fund
RS Mid Cap Growth Fund
RS Growth Fund
RS Technology 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 High Yield Municipal Bond Fund3
RS Floating Rate Fund4
RS Strategic Income Fund3
RS Money Market Fund

¹ Printing and mailing of prospectuses to other than current Fund shareholders.

² Amount by which expenses incurred by GIS and RS Investments relating to distribution exceeded 12b-1 fees and contingent deferred sales charges paid.

³ The Fund commenced operations on November 24, 2009.

⁴ The Fund commenced operations on December 8, 2009.

Payments to RS Investments

The following table shows amounts that have been paid or are payable to RS Investments from amounts received by GIS under the 12b-1 Plan or as GIS Service Reimbursements, for the periods indicated, if any.

Fund	Payments to RS Investments
RS Investors Fund
Year ended 12/31/09
Year ended 12/31/08	—
Year ended 12/31/07	—

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Fund	Payments to RS Investments
RS Global Natural Resources Fund
Year ended 12/31/09
Year ended 12/31/08	—
Year ended 12/31/07	—
RS Small Cap Growth Fund
Year ended 12/31/09	—
Year ended 12/31/08	—
Year ended 12/31/07
RS Select Growth Fund
Year ended 12/31/09	—
Year ended 12/31/08	—
Year ended 12/31/07
RS Mid Cap Growth Fund
Year ended 12/31/09	—
Year ended 12/31/08	—
Year ended 12/31/07
RS Growth Fund
Year ended 12/31/09	—
Year ended 12/31/08	—
Year ended 12/31/07
RS Technology Fund
Year ended 12/31/09	—
Year ended 12/31/08	—
Year ended 12/31/07
RS High Yield Municipal Bond Fund
Period from 11/24/09 to 12/31/091
RS Floating Rate Fund
Period from 12/8/09 to 12/31/092
RS Strategic Income Fund
Period from 11/24/09 to 12/31/091

¹ The Fund commenced operations on November 24, 2009.

² The Fund commenced operations on December 8, 2009.

HOW NET ASSET VALUE IS DETERMINED

Each Fund calculates the net asset value (“NAV”) of each of its classes of shares by dividing the total value of the assets attributable to that class, less the liabilities attributable to that class, by the number of shares of that class that are outstanding.

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Each of the Funds determines the NAV per share once daily as of the close of regular trading (generally 4:00 p.m. Eastern Time) each day the NYSE is open. The Funds will not price their shares on days when the NYSE is closed. The NYSE is typically closed Saturdays, Sundays, New Year’s Day (observed), Martin Luther King, Jr. Day, Washington’s Birthday (observed), Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving Day, and Christmas (observed).

The Funds value their portfolio securities for which market quotations are readily available at market value. Such securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and asked prices. Securities traded on the Nasdaq are generally valued at the Nasdaq official closing price, which may not be the last sale price. If the Nasdaq official closing price is not available for a security, that security will generally be valued using the last reported sale price, or, if no sales are reported, at the mean between the closing bid and asked prices. Where a security is traded on more than one exchange, the security is valued on the primary exchange on which the security trades. Securities not traded on any securities exchange or on Nasdaq and for which over-the-counter prices are readily available generally will be valued at the mean between the closing bid and asked prices.

Short-term investments that will mature in 60 days or less are valued at amortized cost, which approximates market value. Certain debt securities may be valued each business day by an independent pricing service (“Service”). The use of a Service to ascertain values has been approved by the Trust’s Board of Trustees. Debt securities with more than 60 days to maturity for which quoted bid prices are, in the judgment of a Service, readily available and representative of the bid side of the market are valued by the Service at the bid price. Debt securities with more than 60 days to maturity for which quoted bid prices are not, in the judgment of a Service, readily available and representative of the market value will be valued by the Service at estimated market value based on methods which include consideration of yields or prices of government securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. A Service may use matrix pricing or such other valuation methodology as may be deemed reasonable by RS Investments. Repurchase agreements are carried at cost. Options are valued at the last sale price unless the bid price is higher or the asked price is lower, in which event such bid or asked price is used. Financial futures contracts and options on financial futures contracts are valued at the settlement prices established each day by the boards of trade or exchanges on which they are traded. Foreign securities are valued in the currencies of the markets where they trade and are then converted to U.S. dollars using the prevailing exchange rates at the close of the NYSE. Forward foreign currency contracts are valued at the mean provided by a service. The Funds value all other securities and assets at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.

The fair value of securities is generally determined as the amount that a Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. The valuation procedures applied in any specific instance are likely to vary from case to case. However, in cases where there are no publicly traded securities of the same class as the securities being valued, the security is valued based on an analysis of the effect of any restrictions on the sale of the security; product development and trends of the security’s issuer; changes in the industry and other competing companies; significant changes in the issuer’s financial position; prices at which the issuer subsequently issues the same or comparable securities; prices at which the same or comparable securities are sold; and any other event which could have a significant impact on the value of the security.

Generally, trading in certain securities (such as foreign securities) is substantially completed each day at various times prior to the close of the NYSE. The values of these securities used in determining the NAV of a Fund’s shares are computed as of such times. Also, because of the amount of time required to collect and process trading information for large numbers of securities issues, the values of certain securities (such as convertible bonds and U.S. Government securities) are determined based on market quotations collected earlier in the day at the latest practicable time prior to the close of the NYSE. Events affecting the values of those securities may occur between such times and the close of the NYSE and therefore may not be reflected in the computation of NAV. A Fund may determine the fair value of those securities in accordance with pricing guidelines and procedures approved by the Trustees. For all Funds except RS International Growth Fund and RS Emerging Markets Fund, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of a Fund’s investments in foreign securities will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. For RS International Growth Fund and RS Emerging Markets Fund the value of the Fund’s investments in foreign securities will be determined by a pricing

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service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed each day and the close of the NYSE. The fair value of one or more of the securities in the portfolio, which is used to determine a Fund’s NAV, could be different from the actual value at which those securities could be sold in the market. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in a Fund.

RS Money Market Fund. Securities held by RS Money Market Fund are valued at their amortized cost. Amortized cost is acquisition cost as adjusted for amortization of any discount or premium at a constant daily rate to maturity. This method provides certainty in valuation, but may result in valuations that are higher or lower than the price which would be received if an instrument was sold prior to its maturity because neither unrealized gains nor unrealized losses are accounted for.

RS Money Market Fund’s use of amortized cost and the maintenance of RS Money Market Fund’s net asset value at $1.00 per share is based on its election to value its portfolio in accordance with the provisions of Rule 2a-7 under the 1940 Act. As a condition of operating under that rule, RS Money Market Fund must maintain a dollar-weighted average portfolio maturity of 90 days or less; purchase U.S. dollar-denominated instruments having remaining maturities of thirteen months or less; and invest only in securities that are determined to present minimal credit risks and that are eligible for investment under the rule. Eligible securities are securities rated within the two highest rating categories assigned by the requisite number of nationally recognized statistical rating organizations (“NRSROs”) or, if unrated, deemed to be of comparable quality by GIS, RS Money Market Fund’s investment sub-adviser, in accordance with guidelines adopted by the Board of Trustees.

The aforementioned guidelines were adopted by the Board of Trustees and are designed to stabilize RS Money Market Fund’s NAV at $1.00, taking into account current market conditions and the Fund’s investment objective. These guidelines mandate periodic review, as the Board deems appropriate and at such intervals as are reasonable in light of current market conditions, of the relationship between the amortized cost value per share and a NAV based upon available indications of market value. In such review, market values are determined by reference to dealer prices for the types of instruments purchased by the Fund. Then, yield factors are added to those prices to set-off dealer discounts.

In the event of a deviation of over one half of 1% between RS Money Market Fund’s NAV based upon available market quotations or market equivalents and $1.00 per share based on amortized cost, the Board will promptly consider what action, if any, should be taken. Action will also be taken to reduce, to the extent reasonably practicable, any material dilution or other unfair results which might arise from differences between RS Money Market Fund’s NAV based upon market values and amortized cost. Such action may include redemption in kind, selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten the average portfolio maturity, withholding or paying dividends or distributions, or using a market value NAV.

The Board will also take such action as it deems appropriate if securities held by RS Money Market Fund are downgraded, go into default, become ineligible for investment under Rule 2a-7, or come to present greater than minimal credit risks. In the event that securities accounting for one half of 1% or more of the Fund’s total assets default in a material way that is related to the issuer’s financial condition, the SEC will be notified and advised of the actions to be taken in response to the situation.

Since dividends from net investment income and from net realized gains will be accrued daily and paid monthly, the net asset value per share will ordinarily remain at $1.00, but RS Money Market Fund’s daily dividends will vary in amount, and there may be days when there will be no dividend. If net realized or unrealized losses on any day exceeds interest income, less expenses, the net asset value per share on that day might decline.

TAXES

Each Fund has elected or intends to elect to be treated as a regulated investment company under Subchapter M of the Code; and each Fund intends each year to qualify and be eligible to be treated as such.

As a regulated investment company qualifying to have its tax liability determined under Subchapter M, a Fund would not be subject to federal income tax on income paid in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below).

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In order to qualify and be treated as a “regulated investment company,” a Fund must, among other things: (a) derive at least 90% of its gross income from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other dispositions of stock, securities, or foreign currencies, or other income (including, but not limited to, gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interest in “qualified publicly traded partnerships” (as defined below); (b) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the Fund’s total assets consists of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and other securities limited generally with respect to any one issuer to a value not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested (x) in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more “qualified publicly traded partnerships” (as defined below); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid—generally, taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, for such year.

In general, for purposes of the 90% gross income requirement described in clause (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the regulated investment company. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership” (“QPTP”) (generally, a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from the qualifying income described in paragraph (a)(i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes because they meet the passive income requirement under Code section 7704(c)(2). In addition, although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a QPTP. For purposes of the diversification test in (b) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the Internal Revenue Service with respect to issuer identification for a particular type of investment may adversely affect the Fund’s ability to meet the diversification test in (b) above. Also, for purposes of clause (b) above, the term “outstanding voting securities of such issuer” will include the equity securities of a QPTP. A Fund’s investments in MLPs, if any, may qualify as QPTPs, or may be treated as “regular” partnerships, a “passive foreign investment company” or a corporation for U.S. federal income tax purposes. The treatment of particular MLPs for U.S. federal income tax purposes will affect the extent to which a Fund can invest in MLPs. The U.S. federal income tax consequences of a Fund’s investments in “passive foreign investment companies” is discussed in greater detail below.

If a Fund qualifies as a regulated investment company that is accorded special tax treatment, the Fund will not be subject to federal income tax on income distributed in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below).

If a Fund were to fail to qualify as a regulated investment company accorded special tax treatment in any taxable year, such Fund would be subject to tax on its taxable income at corporate income tax rates (without any deduction for distributions to its shareholders), and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, and for the dividend received deduction in the case of corporate shareholders. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment.

Each Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction) and may distribute its net capital gain. Investment company taxable income (which is retained by a Fund) will be subject to tax at regular corporate rates. A Fund may also retain for investment its net capital gain. If a Fund retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a notice to its shareholders who (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. A Fund is not required to, and there can be no assurance a Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

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In determining its net capital gain for Capital Gain Dividend purposes, a regulated investment company generally must treat any net capital loss or any net long-term capital loss incurred after October 31 as if it had been incurred in the succeeding year. Treasury regulations permit a regulated investment company, in determining its taxable income, to elect to treat all or part of any net capital loss, any net long-term capital loss or any foreign currency loss incurred after October 31 as if it had been incurred in the succeeding year.

A non-deductible excise tax at the rate of 4% will be imposed on the excess, if any, of each Fund’s “required distribution” over its actual distributions in any calendar year. Generally, the “required distribution” is 98% of the Fund’s ordinary income for the calendar year plus 98% of its capital gain net income recognized during the one-year period ending on October 31 (or December 31, if the Fund so elects) plus undistributed amounts from prior years. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax on income earned in the current calendar year, 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. Distributions declared by a Fund during October, November, or December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31 of the year in which they were declared.

Capital losses in excess of capital gains are not permitted to be deducted against a Fund’s net investment income. A Fund may carry net capital losses forward for eight years and use them to offset capital gains realized during this period; any net capital losses remaining at the conclusion of the eighth taxable year succeeding the taxable year in which such net capital losses arose will expire unused. All net capital losses carried forward are treated as short-term capital losses, and will offset any short-term capital gains before offsetting any long-term capital gains. A Fund’s ability to use net capital losses to offset gains may be limited as a result of certain (i) acquisitive reorganizations and (ii) shifts in the ownership of the Fund by a shareholder owning or treated as owning 5% or more of the stock of the Fund. See a Fund’s most recent annual shareholder report for the Fund’s available capital loss carryovers as of the end of its most recently ended fiscal year.

Distributions from a Fund generally will be taxable to shareholders as ordinary income to the extent derived from investment income and net short-term capital gains, except to the extent of exempt-interest dividends (described below). Distributions of net capital gains (that is, the excess of net gains from the sale of capital assets held more than one year over net losses from the sale of capital assets held for not more than one year) properly designated as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gain, regardless of how long a shareholder has held the shares in the Fund. Long-term capital gain 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 before January 1, 2011. It is currently unclear whether Congress will extend this provision for tax years beginning on or after January 1, 2011. Distributions attributable to gain from the sale of MLPs that is characterized as ordinary income under the Code’s recapture provisions will be taxable as ordinary income.

A Fund can pay exempt-interest interest dividends only for taxable years in which, at the end of each quarter, at least 50% of the value of its total assets consists of securities generating interest that is exempt from federal tax under section 103(a) of the Code. Fund distributions designated as “exempt-interest dividends” are not generally subject to federal income tax, but they may be subject to state and local taxes. The RS Tax-Exempt Fund and the RS High Yield Municipal Bond Fund expect to pay exempt-interest dividends. An investment in the RS High Yield Municipal Bond Fund may result in liability for U.S. federal alternative minimum tax, both for individual and for corporate shareholders. For example, tax-exempt interest on certain “private activity bonds” has been designated as a “tax preference item” and must be added back to taxable income for purposes of calculating AMT. To the extent that RS High Yield Municipal Bond Fund invests substantially in private activity bonds, for shareholders subject to the AMT, a substantial portion of the Fund’s distributions may not be exempt from all federal income tax. Persons who may be “substantial users” (or “related persons” of substantial users) of facilities financed by private activity bonds should consult their tax advisors before purchasing shares in RS High Yield Municipal Bond Fund. In addition, exempt-interest dividends paid by RS High Yield Municipal Bond Fund to a corporate shareholder are included in the shareholder’s “adjusted current earnings” as part of its AMT calculation. As of the date of this SAI, individuals are subject to the U.S. AMT at a maximum rate of 28% and corporations at a maximum rate of 20%. Shareholders with questions or concerns about the AMT should consult their own tax advisors.

As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each shareholder early in the succeeding year.

Distributions are taxable to shareholders even if they are paid from income or gains earned by a Fund before a shareholder’s investment (and thus were included in the price the shareholder paid). Distributions are taxable whether shareholders receive them in cash or reinvest in additional shares. A shareholder whose distributions are reinvested in shares will be treated as having received a dividend equal to the fair market value of the new shares issued to the shareholder. Any gain resulting from the sale or exchange of Fund shares generally will be taxable as capital gain.

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In order for some portion of the dividends received by a Fund shareholder to be “qualified dividend income” that is eligible for taxation at long-term capital gain rates, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company. RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Bond Fund, RS Tax Exempt Fund, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund, and RS Money Market Fund do not expect a significant portion of Fund distributions to be derived from qualified dividend income.

A shareholder who receives Social Security or railroad retirement benefits, should consult his or her tax adviser to determine what effect, if any, an investment in RS Tax-Exempt Fund may have on the federal taxation of such benefits. Tax-exempt dividends are included in income for purposes of determining the amount of benefits that are taxable.

Distributions of RS Tax-Exempt Fund’s and RS High Yield Municipal Bond Fund’s income other than exempt-interest dividends generally will be taxable as ordinary income, except that any distributions of net capital gains will be taxable as capital gains. RS Tax-Exempt Fund and RS High Yield Municipal Bond Fund may invest a portion of their assets in securities that generate income subject to federal and state taxes. Gains realized by RS Tax Exempt Fund and RS High Yield Municipal Bond Fund on the sale or exchange of investments that generate tax-exempt income will be taxable when distributed to shareholders.

In general, distributions of investment income designated by a Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s shares. If the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Fund’s dividends (other than dividends properly designated as Capital Gain Dividends) will be eligible to be treated as qualified dividend income.

If the above-described holding period and other requirements are met at both the shareholder and Fund level. qualified dividend income will be taxed in the hands of individuals at the rates applicable to long-term capital gain for taxable years beginning before January 1, 2011. It is currently unclear whether Congress will extend this provision for tax years beginning on or after January 1, 2011

Dividends of net investment income received by corporate shareholders of a Fund will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year. A dividend received by a Fund will not be treated as a qualifying dividend (1) if the stock on which the dividend is paid is considered to be “debt-financed” (generally, acquired with borrowed funds), (2) if it has been received with respect to any share of stock that the Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (3) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends received deduction may be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (2) by application of the Code.

Any distribution of income that is attributable to (i) income received by a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, may not constitute qualified dividend income to individual shareholders and may not be eligible for the dividends-received deduction for corporate shareholders. Similarly, any distribution of income that is attributable to (i) income received by the Fund in lieu of tax-exempt interest with respect to securities on loan or (ii) tax-exempt interest received by the Fund on tax-exempt securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, may not constitute an exempt-interest dividend to shareholders.

If a Fund makes a distribution to shareholders in excess of its current accumulated “earnings and profits” in any taxable year, the excess distribution will be treated as a return of capital to the extent of the shareholder’s tax basis, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder’s tax basis, thus reducing any loss or increasing any gain on a subsequent taxable disposition of Fund shares.

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Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed a Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when a Fund’s net asset value also reflects unrealized losses.

If a Fund holds, directly or indirectly, one or more “tax credit bonds” (including Build America Bonds, clean renewable energy bonds, and qualified tax credit bonds) on one or more applicable dates during a taxable year, it is possible that the Fund will elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholder’s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, a shareholder will be deemed to receive a distribution of money with respect to its share ownership position equal to the shareholder’s proportionate share of the amount of such credits and be allowed a credit against its federal income tax liability equal to the amount of such deemed distribution, subject to certain limitations imposed by the Code on the credits involved.

A portion of the interest paid or accrued on certain high yield discount obligations owned by a Fund may not (and interest paid on debt obligations, if any, that are considered for tax purposes to be payable in the equity of the issuer or a related party will not) be deductible to the issuer. This may affect the cash flow of the issuer. If a portion of the interest paid or accrued on certain high yield discount obligations is not deductible, that portion will be treated as a dividend for purposes of the corporate dividends received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by the Fund may be eligible for the dividends received deduction to the extent of the deemed dividend portion of such accrued interest.

A Fund may invest in real estate investment trusts (“REITs”). Investments in REIT equity securities may require the Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. The Fund’s investments in REIT equity securities may at other times result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Dividends received by the Fund from a REIT generally will not constitute qualified dividend income.

A Fund may invest directly or indirectly in residual interests in real estate mortgage investment conduits (“REMICs”) (including by investing in residual interests in collateralized mortgage obligations (“CMOs”) with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (“TMPs”). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a Fund investing in such interests may not be a suitable investment for charitable remainder trusts, as noted below.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax.

Under current law, a Fund serves to “block” (that is, prevent the attribution to shareholders of) unrelated business taxable income (“UBTI”) from being realized by tax-exempt shareholders. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment a the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).

A tax-exempt shareholder may also recognize UBTI if a Fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICS or equity interests in TMPs if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund). Furthermore, any investment in residual interests of a collateralized mortgage obligation (a “CMO”) that has elected to be treated as a REMIC can create complex tax consequences, especially if a Fund has state or local governments or other tax-exempt organizations as shareholders.

In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section 664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a Fund that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a Fund that recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. The Funds have not yet determined whether such an election will be made. CRTs are urged to consult their tax advisors concerning the consequences of investing in a Fund.

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With respect to investment income and gains received by a Fund, if any, from sources outside the United States, such income and gains may be subject to foreign taxes that are withheld at the source. Thus, a Fund’s yield on foreign investments would be decreased by such taxes. The effective rate of foreign taxes to which a Fund will be subject depends on the specific countries in which its assets will be invested and the extent of the assets invested in each such country and therefore cannot be determined in advance.

If more than 50% of a Fund’s assets at year end consists of the securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portion of qualified taxes paid by the Fund to foreign countries in respect of foreign securities the Fund held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross income from foreign sources their pro rata share of such taxes. Shareholders then may take a foreign tax credit against U.S. federal income tax liability for the amount of such foreign taxes or deduct such foreign taxes as an itemized deduction from gross income. A shareholder’s ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code, as a result of which a shareholder may not get a full credit or deduction for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 16 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. If eligible, the Funds do not intend to make this election.

Equity investments by the Fund in certain “passive foreign investment companies” (“PFICs”) could subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company, which tax cannot be eliminated by making distributions to Fund shareholders. However, the Fund may elect to avoid the imposition of that tax. For example, the Fund may elect to treat a PFIC as a “qualified electing fund” (a “QEF election”), in which case the Fund will be required to include its share of the company’s income and net capital gains annually, regardless of whether it receives any distribution from the company. The Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings “to the market” as though it had sold and repurchased its holdings in those PFICs on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs are not eligible to be treated as “qualified dividend income.”

A Fund’s transactions in foreign currencies, foreign currency-denominated debt securities, and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Such ordinary income treatment may accelerate a Fund’s distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years. See also the discussion on hedging transactions, below.

A Fund may purchase and sell put and call options. In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a Fund is exercised and the Fund sells or delivers the underlying security, the Fund generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the Fund minus (b) the Fund’s basis in the security. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying security. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a Fund’s obligation under an option other than through the exercise of the option and related sale or delivery of the underlying security generally will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.

Certain covered call writing activities of a Fund may trigger the U.S. federal income tax straddle rules of Section 1092 of the Code, requiring that losses be deferred and holding periods be tolled on offsetting positions in options and securities deemed to constitute substantially similar or related property. Thus, the straddle rules could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute “qualified dividend income” or qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or to fail to qualify for the 70% dividends-received deduction, as the case may be.

The tax treatment of certain futures contracts entered into by a Fund as well as listed non-equity options written or purchased by a Fund on U.S. exchanges (including options on futures contracts, equity indices and debt securities) will be governed by section 1256 of the Code (“section 1256 contracts”). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (“60/40”), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.

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In addition to the special rules described above in respect of futures and options transactions, a Fund’s transactions in other derivative instruments (e.g., forward contracts and swap agreements), as well as any of its other hedging, short sale or similar transactions, may be subject to one or more special tax rules (e.g., notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to a Fund, defer losses to a Fund, and cause adjustments in the holding periods of a Fund’s securities. These rules could therefore affect the amount, timing, and character of distributions to shareholders. Each Fund will endeavor to make any available elections pertaining to such transactions in a manner believed to be in the best interest of the Fund.

Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the Internal Revenue Service (“IRS”) with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a Fund-level tax.

Certain of a Fund’s investments in derivative instruments and foreign currency-denominated instruments, and any of a Fund’s transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If a Fund’s book income exceeds its taxable income, the distribution (if any) of such excess will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits, (ii) thereafter as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter as gain from the sale or exchange of a capital asset. If a Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment.

If a Fund receives dividends from another mutual fund, an ETF or another company that qualifies as a registered investment company (each, an “investment company”), and the investment company designates such dividends as qualified dividend income, then the Fund is permitted in turn to designate a portion of its distributions as qualified dividend income, provided the Fund meets holding period and other requirements with respect to shares of the investment company.

If a Fund receives dividends from an investment company and the investment company designates such dividends as eligible for the dividends-received deduction, then the Fund is permitted in turn to designate its distributions derived from those dividends as eligible for the dividends-received deduction as well, provided the Fund meets holding period and other requirements with respect to shares of the investment company.

Special tax considerations apply if a Fund invests in investment companies taxed as partnerships. In general, a Fund will not recognize income earned by such an investment company until the close of the investment company’s taxable year. However, a Fund will recognize such income as it is earned by the investment company for purposes of determining whether it is subject to the 4% excise tax. Therefore, if a Fund and such an investment company have different taxable years, the Fund may be compelled to make distributions in excess of the income recognized from such an investment company in order to avoid the imposition of the 4% excise tax. A Fund’s receipt of a non-liquidating cash distribution from an investment company taxed as a partnership generally will result in recognized gain (but not loss) only to the extent that the amount of the distribution exceeds the Fund’s adjusted basis in shares of such investment company before the distribution. If a Fund receives a liquidating cash distribution from an investment company taxable as a partnership, the Fund will recognize capital gain or loss to the extent of the difference between the proceeds received by the Fund and the Fund’s adjusted tax basis in shares of such investment company; however, the Fund will recognize ordinary income, rather than capital gain, to the extent that the Fund’s allocable share of “unrealized receivables” (including any accrued but untaxed market discount, as defined below) exceeds the shareholder’s share of the basis in those unrealized receivables.

Some amounts received by a Fund with respect to its investments in MLPs will likely be treated as a return of capital because of accelerated deductions available with respect to the activities of such MLPs. On the disposition of an investment in such an MLP, the Fund will likely realize taxable income in excess of economic gain with respect to that asset (or if the Fund does not dispose of the MLP, the Fund will likely realize taxable income in excess of cash flow with respect to the MLP in a later period), and the Fund must take such income into account in determining whether the Fund has satisfied its distribution requirements. A Fund may have to borrow or liquidate securities to satisfy its distribution requirements and to meet its redemption requests, even though investment considerations might otherwise make it undesirable for the Fund to sell securities or borrow money at such time.

Under federal income tax law, a portion of the difference between the purchase price of zero-coupon securities in which a Fund has invested and their face value (“original issue discount”) is considered to be income to the Fund each year, even though the Fund will not receive cash interest payments from these securities. This original issue discount (imputed income) will comprise a part of the net investment income of the Fund which must be distributed to shareholders in order to maintain the qualification of the Fund as a regulated investment company and to avoid federal income tax at the level of the Fund. Thus, a Fund could be required at times to liquidate other investments in order to satisfy its distribution requirements. In addition, payment-in-kind securities will give rise to income which is required to be distributed and is taxable even though a Fund holding the security receives no interest payment in cash on the security during the year. Interest paid on debt obligations owned by a Fund that are considered for tax purposes to be payable in the equity of the issuer or a related party will not be deductible to the issuer, possibly affecting the cash flow of the issuer.

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A Fund may also purchase debt instruments with “market discount.” Very generally, market discount is the excess of the stated redemption price of a debt obligation over the purchase price of such obligation (or in the case of an obligation issued with original issue discount, its “revised issue price”). Under the market discount rules, the Fund will be required to treat any gain on the sale, exchange or redemption of, a debt instrument as ordinary income to the extent of the market discount that has not previously been included in income and is treated as having accrued on such debt instrument at or prior to the time of such payment or disposition. Market discount in respect of a debt instrument is generally considered to accrue ratably during the period from the date of acquisition to the maturity date of such debt instrument, unless the holder elects to accrue market discount on the debt instrument under the constant yield method.

Some debt obligations with a fixed maturity date of one year or less from the date of issuance that are acquired by a Fund may be treated as having original issue discount or, in certain cases, “acquisition discount” (very generally, the excess of the stated redemption price over the purchase price). The Fund will be required to include the original issue discount or acquisition discount in income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which original issue discount or acquisition discount accrues, and thus is included in the Fund’s income, will depend upon which of the permitted accrual methods each Fund elects.

A Fund may invest to a significant extent in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income. In limited circumstances, it may also not be clear whether a particular debt obligation has market discount. These and other related issues will be addressed by a Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.

The sale, exchange or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held as capital assets by the shareholder for more than 12 months. Otherwise the gain or loss on the sale, exchange or redemption of Fund shares held by the shareholder will be treated as short-term capital gain or loss. If a shareholder sells shares at a loss within six months of purchase, any loss will be disallowed for federal income tax purposes to the extent of any exempt-interest dividends received on such shares. In addition, any loss (not already disallowed as provided in the preceding sentence) realized upon a taxable disposition of shares held for 6 months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other substantially identical shares of the same Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

A Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable dividends and other distributions paid to non-corporate shareholders who fail to furnish the Fund with a correct taxpayer identification number or other certification, who have underreported dividends or interest income, or who fail to certify to the Fund that they are not subject to such withholding. An individual’s taxpayer identification number generally is his or her social security number. The backup withholding rules may also apply to distributions that are properly designated as exempt-interest dividends. Tax-exempt shareholders are not subject to these back-up withholding rules so long as they furnish the Fund with a proper certification. The back-up withholding tax rate is 28% for amounts paid through 2010. The back-up withholding tax rate will be 31% for amounts paid after December 31, 2010, unless Congress enacts tax legislation providing otherwise.

In general, dividends (other than Capital Gain Dividends and exempt-interest dividends) paid by the Fund to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding. However, for taxable years of the Fund beginning before January 1, 2010, the Fund will not be required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (w) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the dividend is attributable to certain interest on an obligation if the foreign person is the issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign countries that have inadequate information exchange with the United States, or (z) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign person and the foreign person is a controlled foreign corporation) from U.S. source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, to the extent such distributions are properly designated by the Fund, and (ii) with respect to distributions (other than (a) distributions to an individual foreign person who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (b) distributions subject to special rules regarding the disposition of U.S. real property interests as described below) of net short-term capital gains in excess of net long-term capital losses to the extent such distributions are properly designated by the Fund. Short-term gains will not include gain from the sale of MLPs to the extent such gain is characterized as ordinary income under the Code’s recapture provisions. The Funds have not determined whether they will make such designations. Absent legislation extending these exemptions for taxable years beginning on or after January 1, 2010, these special withholding exemptions for interest-related and short-term Capital Gain Dividends will expire and these dividends generally will be subject to withholding as described above. At the time of this filing, it is unclear whether such legislation will be enacted. In order to qualify for this exemption from withholding, a foreign person will need to comply with applicable certification requirements relating to its non-US status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In addition, as indicated above, Capital Gain Dividends will not be subject to withholding of U.S. federal income tax.

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In the case of shares held through an intermediary, the intermediary may withhold even if the Fund makes a designation with respect to a payment. Foreign persons should contact their intermediaries regarding the application of these rules to their accounts.

A beneficial holder of shares who is a foreign person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of the Fund or on Capital Gain Dividends or exempt-interest dividends unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the foreign shareholder’s sale of shares of a Fund or to the Capital Gain Dividend the foreign shareholder received (as described below).

Special rules would apply if a Fund were either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USPRIs, interests in real property located outside the United States, and other assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or former USRPHC.

If a Fund were a USRPHC or would be a USRPHC but for the exceptions referred to above, any distributions by the Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in redemption of its shares) attributable to gains realized by the Fund on the disposition of USRPIs or to distributions received by the Fund from a lower-tier registered investment company or REIT that the Fund is required to treat as USRPI gain in its hands generally would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder’s current and past ownership of a Fund. On and after January 1, 2010, this “look-through” USRPI treatment for distributions by a Fund, if it were either a USRPHC or would be a USRPHC but for the operation of the exceptions referred to above, to foreign shareholders would apply only to those distributions that, in turn, are attributable to distributions received by the Fund from a lower-tier REIT that the Fund is required to treat as USRPI gain in its hands. Pending legislation proposes to extend the “look-through” provisions applicable before January 1, 2010 described above for one additional year, i.e., to distributions made on or after January 1, 2010 but before January 1, 2011. However, as of the date of this Statement of Additional Information, it is unclear whether such legislation will be enacted and, if enacted, what the terms of the extension will be.

In addition, if a Fund were a USRPHC or former USRPHC, it could be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.

The Fund generally does not expect that it will be a USRPHC or would be a USRPHC but for the operation of certain of the special exceptions referred to above.

Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in the Fund.

If a beneficial holder who is a foreign person has a trade or business in the United States, and the dividends are effectively connected with the conduct by the beneficial holder of a trade or business in the United States, the dividend will be subject to U.S. federal net income taxation at regular income tax rates.

If a shareholder realizes a loss on disposition of a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

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The foregoing is a general and abbreviated summary of certain applicable provisions of the Code and related regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative actions. Dividends and distributions also may be subject to local, state and foreign taxes. Shareholders are urged to consult their tax advisors regarding specific questions as to federal, state, local, and foreign taxes. Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advisers to determine the suitability of shares of a Fund as an investment through such plans and the precise effect of an investment on their particular tax situation. The foregoing discussion relates solely to U.S. federal income tax law. Non-U.S. investors should consult their tax advisors concerning the tax consequences of ownership of shares of the Funds. Statements as to the tax status of distributions will be mailed annually.

ADDITIONAL INFORMATION

Transfer Agent and Custodian

Boston Financial Data Services, at P.O. Box 219717, Kansas City, MO 64121, serves as the Funds’ transfer agent and dividend-paying agent (“Transfer Agent”).

State Street Bank and Trust Company, Custody Division, 1776 Heritage Drive, North Quincy, Massachusetts 02171, serves as the Funds’ custodian (the “Custodian”).

The Custodian and subcustodians hold the securities in the Funds’ portfolios and other assets for safekeeping. The Transfer Agent and the Custodian do not participate in making investment decisions for the Funds.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, Three Embarcadero Center, San Francisco, California 94111, is the Trust’s independent registered public accounting firm, providing audit services, tax return review, and other tax consulting services and assistance and consultation in connection with the review of various SEC filings.

Legal Counsel

Ropes & Gray LLP, One International Place, Boston, MA 02110, serves as counsel to the Trust.

Shareholder Liability

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Trust or the Trustees. The Agreement and Declaration of Trust provides for indemnification out of a Fund’s property for all loss and expense of any shareholder held personally liable for the obligations of that Fund. Thus the risk of a shareholder’s incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund would be unable to meet its obligations.

FINANCIAL STATEMENTS

Annual Reports

The audited financial statements, financial highlights, and report of PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Funds, included in the Funds’ Annual Report for the fiscal year ended December 31, 2009, as filed electronically on Form N-CSR on March [    ], 2010 (File No. 811-5159; Accession No. [            ]) are incorporated by reference into this SAI. The Funds’ Annual Report is available by calling the Funds at 1-800-766-FUND (3863) or by visiting the Funds’ Web site at www.rsinvestments.com or on the SEC’s Web site at www.sec.gov.

The audited financial statements, financial highlights, and report of the independent registered public accounting firm for the predecessor funds of RS Small Cap Equity Fund, RS Large Cap Alpha Fund, RS S&P 500

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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, and RS Money Market Fund, included in the Annual Report for the fiscal year ended December 31, 2005, filed electronically on Form N-14 on July 7, 2006 (File No. 333-135630; Accession No. 0001104659-06-045799), are hereby incorporated by reference into this SAI.

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APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

This Appendix describes ratings applied to corporate bonds by Standard & Poor’s (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Investors Service, Inc. (“Fitch”).

Standard & Poor’s Ratings

AAA — An obligation rated AAA has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA — An obligation rated AA differs from the highest-rated obligations only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

A — An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

BBB — An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Obligations rated BB, B, CCC, CC and C are regarded as having significant speculative characteristics. BB indicates the lowest degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions.

BB — An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B — An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligations. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC — An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC — An obligation rated CC is currently highly vulnerable to nonpayment.

C — The C rating may be used to cover a situation where a bankruptcy petition has been filed, or similar action has been taken, but payments on this obligation are being continued.

D — An obligation rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition, or the taking of a similar action if payments on an obligation are jeopardized.

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The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus or minus to show relative standing within the major rating categories.

Moody’s Ratings

Aaa — Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa — Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the Aaa securities.

A — Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa — Bonds which are rated Baa are considered as medium grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba — Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B — Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa — Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca — Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C — Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

Moody’s applies numerical modifiers, 1, 2, and 3, in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

Fitch’s Ratings

AAA — ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA — ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A — ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB — ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

BB: Speculative — ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.

B — ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

CCC — Default is a real possibility.

CC — Default of some kind appears probable.

C — Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:

• the issuer has entered into a grace or cure period following non-payment of a material financial obligation;

• the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or

• Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a coercive debt exchange.

RD — ‘RD’ ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include:

• the selective payment default on a specific class or currency of debt;

• the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

• the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or

• execution of a coercive debt exchange on one or more material financial obligations.

D — ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.

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APPENDIX B

PROXY VOTING POLICIES AND PROCEDURES

These proxy voting policies and procedures are available to all advisory clients of RS upon request, subject to the provision that these policies and procedures are subject to change at any time without notice.

Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, will be available as of August 31 of each year (i) without charge, upon request, by calling 1-800-766-FUND (3863); on RS Investments’ Web site at http://www.RSinvestments.com; and (iii) on the Securities and Exchange Commission’s Web site at http://www.sec.gov.

I. RS Investment Management Co. LLC

PROXY VOTING POLICIES AND PROCEDURES

November 10, 2005

Purpose and General Statement

The purpose of these proxy voting policies and procedures is to set forth the principles, guidelines and procedures by which RS Investment Management Co. LLC (“RS”) votes the securities owned by its advisory clients for which RS exercises voting authority and discretion (the “Proxies”). The advisory clients for which RS votes Proxies are registered investment companies and certain other institutional accounts. These policies and procedures have been designed to ensure that Proxies are voted in the best interests of our clients in accordance with our fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”). These policies and procedures do not apply to any client that has explicitly retained authority and discretion to vote its own proxies or delegated such authority and discretion to a third party; the RS takes no responsibility for the voting of any proxies on behalf of any such client. For those clients that have delegated such authority and discretion to RS, these policies and procedures apply equally to registered investment companies and other institutional accounts.

Policies Relating to Proxy Voting

The guiding principle by which the RS votes on all matters submitted to security holders is to act in a manner consistent with the best interest of its clients, without subrogating the clients’ interests to those of the RS. RS does not permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, the guiding principle set forth above. The policies and procedures set forth herein are designed to ensure that material conflicts of interest on the part of RS or its affiliates do not affect our voting decisions on behalf of our clients. All RS personnel who are involved in the voting of Proxies will be required to adhere to these policies and procedures.

It is the general policy of RS to vote on all matters presented to security holders in any Proxy, and these policies and procedures have been designed with that in mind. However, the RS reserves the right to abstain on any particular vote or otherwise withhold its vote on any matter if in the judgment of RS, the costs associated with voting such Proxy outweigh the benefits to clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of our clients.

Absent any legal or regulatory requirement to the contrary, it is generally the policy of the RS to maintain the confidentiality of the particular votes that it casts on behalf of its clients. Registered investment company clients disclose the votes cast on their behalf by RS in accordance with their legal and regulatory requirements. Any other institutional client of RS can obtain details of how RS has voted the securities in its account by contacting the client’s designated service representative.

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Proxy Policy Committee

Certain aspects of the administration of these proxy voting policies and procedures are governed by a Proxy Policy Committee (the “Committee”) currently comprising four members. The members of this Committee are the Chief Executive Officer, the General Counsel, the Chief Compliance Officer, and a Legal Counsel. The Chief Executive Officer serves as Chair of the Committee. The Committee may change its structure or composition from time to time.

A portfolio manager’s recommendation of an override of the Guidelines (as defined below) will be accepted with the approval of any two members of the Committee. The Committee meets to consider Special Votes (as defined below), where a material conflict of interest has been identified, and at such other times as the Chief Executive Officer shall determine. In addition, the Committee generally holds a regular meeting during each calendar quarter, at which the Committee reviews data with respect to votes taken in accordance with these policies and procedures since the previous meeting. The Committee reviews the existing Guidelines at least once each calendar year and in connection with such review may recommend any changes to the Guidelines.

On all matters, the Committee makes its decisions by a vote of a majority of the members of the Committee present at the meeting. At any meeting of the Committee, a majority of the members of the Committee then in office shall constitute a quorum.

Proxy Voting Procedures

RS has retained RiskMetrics Group (“RiskMetrics”) to vote proxies for the accounts of its advisory clients. RiskMetrics prepares analyses of most matters submitted to a shareholder vote and also provides voting services to institutions such as RS. RiskMetrics receives a daily electronic feed of all holdings in the RS’ voting accounts, and trustees and/or custodians for those accounts have been instructed to deliver all proxy materials that they receive directly to RiskMetrics. RiskMetrics monitors the accounts and their holdings to be sure that all Proxies are received and voted. As a result of the firm’s decision to use RiskMetrics, there is generally no physical handling of Proxies by RS personnel.

RS has adopted proxy voting guidelines (the “Guidelines”) that set forth how RS plans to vote on specific matters presented for shareholder vote. The Guidelines are attached as Annex A to these policies and procedures. The indicated vote in the Guidelines is the governing position on any matter specifically addressed by the Guidelines, and for any such matter, absent prior instructions to the contrary from RS, RiskMetrics will automatically vote in accordance with the Guidelines.

RS reserves the right to override the Guidelines when it considers that such an override would be in the best interest of its clients, taking into consideration all relevant facts and circumstances at the time of the vote. See “Procedures for Overriding the Guidelines” below.

In addition, there may be situations involving matters presented for shareholder vote that are not governed by the Guidelines (any such vote being a “Special Vote”). Special Votes will be addressed according to the procedures discussed below at “Procedures Regarding Special Votes”.

In advance of the deadline for any particular vote, RiskMetrics posts information regarding that vote on its secure web site. This information includes the upcoming voting deadline, the vote indicated by the Guidelines, if any, and any analysis or other information that RiskMetrics has prepared with respect to the vote. In the case of Special Votes, RiskMetrics notifies RS of the vote and the relevant deadline. The Compliance Department accesses the Web site on a regular basis to monitor the matters presented for shareholder votes and to track the voting of the Proxies.

Procedures for Overriding the Guidelines

If any portfolio manager or analyst, in the course of his or her regular monitoring of companies whose securities are held in client accounts, is interested in a particular shareholder matter, and desires RS to vote in a manner inconsistent with the Guidelines, he or she shall take action in accordance with the procedures set forth below.

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In the case of a portfolio manager or analyst who believes RS should vote in a manner inconsistent with the Guidelines, he or she must first submit such proposal to the Compliance Department. The Compliance Department is responsible for making a determination as to whether there is a material conflict of interest between RS, on the one hand, and the relevant advisory client, on the other hand, arising out of the provision of certain services or products by RS to the company on whose behalf Proxies are being solicited, personal shareholdings of any RS personnel in the company, or any other relevant material conflict of interest.

If the Compliance Department determines that there is no material conflict of interest, the Compliance Department will present this finding to the Committee for ratification. If the Committee agrees that there is no material conflict of interest, then the Committee will inform the Compliance Department of the decision to override. The Compliance Department will instruct RiskMetrics accordingly prior to the voting deadline. The Compliance Department will retain records of documents material to any such determination, and such records will be made available to the Committee for review during one of its regular meetings.

If, however, the Compliance Department or the Committee determines that there is a material conflict of interest with respect to the relevant shareholder vote, then the Committee will hold a special meeting for consideration of the matter. As part of its deliberations, the Committee will review, as applicable, the following:

• a description of the proposed vote, together with copies of the relevant proxy statement and other solicitation material;

• data regarding client holdings in the relevant issuer;

• information pertinent to the decision by the Compliance Department or the Committee as to the presence of a material conflict of interest, together with all relevant materials;

• the vote indicated by the Guidelines, together with any relevant information provided by RiskMetrics; and

• the rationale for the request for an override of the Guidelines, together with all relevant information, as provided by the Compliance Department, portfolio manager or analyst, as the case may be.

After review, the Committee will arrive at a decision based on the guiding principle of acting in a manner consistent with the best interest of their clients. The Committee may vote to authorize an override of the Guidelines with respect to such a vote notwithstanding the presence of a material conflict of interest only if the Committee determines that such an override would be in the best interests of the clients in question. Whether or not the Committee authorizes an override, the Committee’s deliberations and decisions will be appropriately documented and such records will be maintained by the Compliance Department.

Procedures Regarding Special Votes

If the Chief Compliance Officer is informed by RiskMetrics or otherwise becomes aware of a Special Vote, he will submit the Special Vote to the Committee. The Committee will review any information provided by RiskMetrics or the Compliance Department regarding the Special Vote, and, in its discretion, may also consult with the relevant portfolio manager or analyst. If, after this review, the Committee agrees with RiskMetrics that the vote is not covered by the Guidelines, the Committee will consult the Compliance Department as to whether or not the Special Vote involves a material conflict of interest on the part of RS. As with cases of recommended overrides of the Guidelines, the determination made by the Compliance Department as to the absence of a material conflict of interest will be presented to the Committee for ratification. If the Committee determines that there is no material conflict of interest involved, the Committee will inform the Compliance Department of its decision and the Compliance Department will then instruct RiskMetrics to vote based on the decision of the portfolio manager. The Compliance Department will retain records of documents material to any such determination, which records will be made available to the Committee for review during one of its regular meetings.

If, however, the Compliance Department, or the Committee, upon review of its decision, determines that there is a material conflict of interest with respect to the relevant Special Vote, then the Committee will hold a special meeting for consideration of the matter. As part of its deliberations, the Committee will review, as applicable the following:

• a description of the proposed vote, together with copies of the relevant proxy statement and other solicitation material;

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• data regarding client holdings in the relevant issuer;

• information pertinent to the decision by the Compliance Department or the Committee as to the presence of a material conflict of interest, together with all relevant materials;

• analysis prepared by RiskMetrics with respect to the Special Vote; and

• other relevant information.

After reviewing the relevant information, the Committee will render a decision as to how the Special Vote is to be voted based on the guiding principle of acting in a manner consistent with the best interest of their clients. The Compliance Department will then inform RiskMetrics of this decision and instruct RiskMetrics to vote the Special Vote accordingly. The Committee’s deliberations and decisions will be appropriately documented and such records will be maintained by the Compliance Department.

Undue Influence

If at any time any person is pressured or lobbied either by RS personnel or affiliates or third parties with respect to a particular shareholder vote, he or she should provide information regarding such activity to the Chief Compliance Officer, who will keep a record of this information and forward the information to the Committee. The Committee will consider this information when making its decision to recommend an override of the Guidelines (or, in the case of a Special Vote, in its decision regarding the voting of the relevant Proxy).

Record Keeping

RS, or RiskMetrics, as the RS’ agent, maintains records of all proxies voted in accordance with Section 204-2 of the Advisers Act. As required and permitted by Rule 204-2(c) under the Advisers Act, the following records are maintained:

• a copy of these policies and procedures;

• proxy statements received regarding client securities are maintained by RiskMetrics;

• a record of each vote cast is maintained by RiskMetrics, and such records are accessible to designated an RS personnel at any time;

• a copy of any document created by RS that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and

• each written client request for proxy voting records and RS’ written response to any (written or oral) client request for such records.

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ANNEX A

PROXY VOTING GUIDELINES FOR U.S. COMPANIES

RS Investments

• Default:

• Bundled:

Elect Directors (1000)

1000-1	Always Vote FOR all uncontested director nominees.
1000-2	WITHHOLD votes from ALL nominees if the board lacks an audit, compensation, or nominating committee.
1000-3	WITHHOLD votes from ALL nominees IF the board will consist of more than XX directors after the election.
1000-4	WITHHOLD votes from ALL nominees IF the board will consist of fewer than XX directors after the election.
1000-5	WITHHOLD votes from ALL nominees IF the company has adopted a classified board structure for the election of directors.
1000-6	WITHHOLD votes from ALL nominees IF the company does not have an independent chair or lead director.
1000-7	WITHHOLD votes from ALL nominees IF the board does not include at least one woman director.
1000-8	WITHHOLD votes from ALL nominees IF the board does not include at least one minority director.
1000-9	WITHHOLD votes from ALL nominees IF the board did not act to implement a policy requested by a shareholder proposal that received majority voting support in the prior two years.
1000-10	WITHHOLD votes from ALL nominees if the board adopted or renewed a poison pill without shareholder approval during the current or prior year.
1000-11	WITHHOLD votes from ANY non-independent nominee (excluding the CEO) IF XX% or more of the directors are not independent.
1000-12	WITHHOLD votes from ANY employee nominee who serves on the audit, compensation, or nominating committee.
1000-13	WITHHOLD votes from ANY non-independent nominee who serves on the audit committee IF XX% or more of directors serving on the audit committee are not independent.
1000-14	WITHHOLD votes from ANY non-independent nominee who serves on the compensation committee IF 25% or more of directors serving on the compensation committee are not independent.
1000-15	WITHHOLD votes from ANY non-independent nominee who serves on the nominating committee IF XX% or more of directors serving on the nominating committee are not independent.
1000-16	WITHHOLD votes from ANY nominee who serves on the audit committee IF the fees paid by the company for non-audit services in the prior fiscal year exceed XX% of the aggregate fees paid to the company’s outside auditor.
1000-17	WITHHOLD votes from ANY nominee who is retired from active employment and serves on boards at more than 3 other major companies.

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1000-18	WITHHOLD votes from ANY nominee who is employed full-time and serves on boards at more than 2 other major companies.
1000-19	WITHHOLD votes from ANY nominee who attended less than 75% of the board and committee meetings that they were scheduled to attend during the previous fiscal year.	X
1000-20	WITHHOLD votes from ANY nominee who has served on the board for more than XX years.
1000-21	WITHHOLD votes from ANY nominee who owns no company stock and has served on the board for more than XX years.
1000-22	WITHHOLD votes from ANY nominee who is more than XX years old.
1000-23	WITHHOLD votes from ANY shareholder-nominated nominee.
1000-24	WITHHOLD votes from ANY nominee who is the target of a “vote no” campaign.
1000-25	WITHHOLD votes from ANY nominee if the company does not ask for shareholder approval to ratify its auditors.

Contested Election of Directors (1001)

1001-1	Always vote FOR all management nominees.	X
1001-2	Always vote AGAINST all management nominees.

Ratify Selection of Auditors (1010)

1010-1	Always vote FOR a management proposal to ratify the board’s selection of auditors.
1010-2	Vote AGAINST IF the previous auditor was dismissed because of a disagreement with the company.	X
1010-3	Vote AGAINST IF the non-audit services exceed XX% of fees.
1010-4	Vote AGAINST IF the auditors have served more than XX consecutive years.

Approve Name Change (1020)

1020-1	Always vote FOR a management proposal to change the company name.	X
1020-2	Always vote AGAINST a management proposal to change the company name.

Approve Other Business (1030)

1030-1	Always vote FOR a management proposal to approve other business.	X
1030-2	Always vote AGAINST a management proposal to approve other business.

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Adjourn Meeting (1035)

1035-1	Always vote FOR a management proposal to adjourn the meeting.	X
1035-2	Always vote AGAINST a management proposal to adjourn the meeting.

Approve Technical Amendments (1040)

1040-1	Always vote FOR a management proposal to make technical amendments to the charter and/or bylaws.	X
1040-2	Always vote AGAINST a management proposal to make technical amendments to the charter and/or bylaws.

Approve Financial Statements (1050)

1050-1	Always vote FOR a management proposal to approve financial statements.	X
1050-2	Always vote AGAINST a management proposal to approve financial statements.

Increase Authorized Common Stock (1100)

1100-1	Always vote FOR a management proposal to increase authorized common stock.
1100-2	Always vote AGAINST a management proposal to increase authorized common stock.
1100-3	Vote AGAINST IF the increase is NOT intended to effect a merger, stock split, recapitalization or other reorganization.
1100-4	Vote AGAINST IF the dilution represents more than 10% of current authorized shares.	X

Decrease Authorized Common Stock (1101)

1101-1	Always vote FOR a management proposal to decrease authorized common stock.	X
1101-2	Always vote AGAINST a management proposal to decrease authorized common stock.

Amend Authorized Common Stock (1102)

1102-1	Always vote FOR a management proposal to amend authorized common stock.
1102-2	Always vote AGAINST a management proposal to amend authorized common stock.	X

Approve Common Stock Issuance (1103)

1103-1	Always vote FOR a management proposal to approve the issuance of authorized common stock.
1103-2	Always vote AGAINST a management proposal to approve the issuance of authorized common stock.	X
1103-3	Vote AGAINST IF the dilution represents more than XX% of current outstanding voting power before the stock issuance.
1103-4	Vote AGAINST IF the stock would be issued at a discount to the fair market value.
1103-5	Vote AGAINST IF the issued common stock has superior voting rights.

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Approve Issuance or Exercise of Stock Warrants (1104)

1104-1	Always vote FOR a management proposal to approve the issuance or exercise of stock warrants.
1104-2	Always vote AGAINST a management proposal to approve the issuance or exercise of stock warrants.	X
1104-3	Vote AGAINST IF the warrants, when exercised, would exceed XX% of the outstanding voting power.

Authorize Preferred Stock (1110)

1110-1	Always vote FOR a management proposal to authorize preferred stock.
1110-2	Always vote AGAINST a management proposal to authorize preferred stock.	X
1110-3	Vote AGAINST IF the board has unlimited rights to set the terms and conditions of the shares.

Increase Authorized Preferred Stock (1111)

1111-1	Always vote FOR a management proposal to increase authorized preferred stock.
1111-2	Always vote AGAINST a management proposal to increase authorized preferred stock.	X
1111-3	Vote AGAINST IF the proposed increase creates potential dilution of more than XX%.
1111-4	Vote AGAINST IF the board has unlimited rights to set the terms and conditions of the shares.

Decrease Authorized Preferred Stock (1112)

1112-1	Always vote FOR a management proposal to decrease authorized preferred stock.	X
1112-2	Always vote AGAINST a management proposal to decrease authorized preferred stock.

Cancel Series of Preferred Stock (1113)

1113-1	Always vote FOR a management proposal to cancel a class or series of preferred stock.	X
1113-2	Always vote AGAINST a management proposal to cancel a class or series of preferred stock.

Amend Authorized Preferred Stock (1114)

1114-1	Always vote FOR a management proposal to amend preferred stock.
1114-2	Always vote AGAINST a management proposal to amend preferred stock.	X

Approve Issuance or Conversion of Preferred Stock (1115)

1115-1	Always vote FOR a management proposal to issue or convert preferred stock.
1115-2	Always vote AGAINST a management proposal to issue or convert preferred stock.	X

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1115-3	Vote AGAINST IF the dilution represents more than XX% of the total voting power.
1115-4	Vote AGAINST IF the shares have voting rights superior to those of other shareholders.

Eliminate Preemptive Rights (1120)

1120-1	Always vote FOR a management proposal to eliminate preemptive rights.	X
1120-2	Always vote AGAINST a management proposal to eliminate preemptive rights.

Restore Preemptive Rights (1121)

1121-1	Always vote FOR a management proposal to create or restore preemptive rights.
1121-2	Always vote AGAINST a management proposal to create or restore preemptive rights.	X

Authorize Dual Class Stock (1130)

1130-1	Always vote FOR a management proposal to authorize dual or multiple classes of common stock.
1130-2	Always vote AGAINST a management proposal to authorize dual or multiple classes of common stock.	X
1130-3	Vote AGAINST IF the shares have inferior or superior voting rights.

Eliminate Dual Class Stock (1131)

1131-1	Always vote FOR a management proposal to eliminate authorized dual or multiple classes of common stock.	X
1131-2	Always vote AGAINST a management proposal to eliminate authorized dual or multiple classes of common stock.

Amend Dual Class Stock (1132)

1132-1	Always vote FOR a management proposal to amend authorized dual or multiple classes of common stock.
1132-2	Always vote AGAINST a management proposal to amend authorized dual or multiple classes of common stock.	X

Increase Authorized Dual Class Stock (1133)

1133-1	Always vote FOR a management proposal to increase authorized shares of one or more classes of dual or multiple class common stock.
1133-2	Always vote AGAINST a management proposal to increase authorized shares of one or more classes of dual or multiple class common stock.	X
1133-3	Vote AGAINST IF it will allow the company to issue additional shares with superior voting rights.
1133-4	Vote AGAINST IF the dilution is more than XX% of the outstanding voting power.
1133-5	Vote AGAINST IF the dilution is more than XX% of the class of stock.

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Approve Share Repurchase (1140)

1140-1	Always vote FOR a management proposal to approve a stock repurchase program.	X
1140-2	Always vote AGAINST a management proposal to approve a stock repurchase program.

Approve Stock Split (1150)

1150-1	Always vote FOR a management proposal to approve a stock split.	X
1150-2	Always vote AGAINST a management proposal to approve a stock split.

Approve Reverse Stock Split (1151)

1151-1	Always vote FOR a management proposal to approve reverse a stock split.	X
1151-2	Always vote AGAINST a management proposal to approve reverse a stock split.
1151-3	Vote AGAINST IF the company does not intend to proportionally reduce the number of authorized shares.

Approve Merger/Acquisition (1200)

1200-1	Always vote FOR a management proposal to merge with or acquire another company.	X
1200-2	Always vote AGAINST a management proposal to merge with or acquire another company.
1200-3	Vote AGAINST IF the combined entity would be controlled by a person or group.
1200-4	Vote AGAINST IF the change-in-control provision would be triggered.
1200-5	Vote AGAINST IF the current shareholders would be minority owners of the combined company.
1200-6	Vote AGAINST IF the combined entity would reincorporate or change its governance structure.
1200-7	Vote AGAINST IF the company’s board did not obtain a fairness opinion from an investment bank.
1200-8	Vote AGAINST IF the proposal would move the target company’s location outside of the U.S.

Approve Recapitalization (1209)

1209-1	Always vote FOR a management proposal to approve recapitalization.	X
1209-2	Always vote AGAINST a management proposal to approve recapitalization.

Approve Restructuring (1210)

1210-1	Always vote FOR a management proposal to restructure the company.	X
1210-2	Always vote AGAINST a management proposal to restructure the company.

B-10

Approve Bankruptcy Restructuring (1211)

1211-1	Always vote FOR a management proposal on bankruptcy restructurings.	X
1211-2	Always vote AGAINST a management proposal on bankruptcy restructurings.

Approve Liquidation (1212)

1212-1	Always vote FOR a management proposal to approve liquidation.
1212-2	Always vote AGAINST a management proposal to approve liquidation.	X

Approve Reincorporation (1220)

1220-1	Always vote FOR a management proposal to reincorporate in a different state.
1220-2	Always vote AGAINST a management proposal to reincorporate in a different state.
1220-3	Vote AGAINST IF the proposal would reduce shareholder rights.	X
1220-4	Vote AGAINST IF the proposal would move the target company’s location outside of the U.S.

Approve Leveraged Buyout (1230)

1230-1	Always vote FOR a management proposal to approve a leveraged buyout of the company.
1230-2	Always vote AGAINST a management proposal to approve a leveraged buyout of the company.	X
1230-3	Vote AGAINST IF the company’s board did not obtain a fairness opinion from an investment bank.

Approve Spin-Off (1240)

1240-1	Always vote FOR a management proposal to spin-off certain company operations or divisions.	X
1240-2	Always vote AGAINST a management proposal to spin-off certain company operations or divisions.

Approve Sale of Assets (1250)

1250-1	Always vote FOR a management proposal to approve the sale of assets.	X
1250-2	Always vote AGAINST a management proposal to approve the sale of assets.

Eliminate Cumulative Voting (1300)

1300-1	Always vote FOR a management proposal to eliminate cumulative voting.	X
1300-2	Always vote AGAINST a management proposal to eliminate cumulative voting.

B-11

Adopt Cumulative Voting (1301)

1301-1	Always vote FOR a management proposal to adopt cumulative voting.
1301-2	Always vote AGAINST a management proposal to adopt cumulative voting.	X

Adopt Director Liability Provision (1310)

1310-1	Always vote FOR a management proposal to limit the liability of directors.
1310-2	Always vote AGAINST a management proposal to limit the liability of directors.	X

Amend Director Liability Provision (1311)

1311-1	Always vote FOR a management proposal to amend director liability provisions.
1311-2	Always vote AGAINST a management proposal to amend director liability provisions.	X

Adopt Indemnification Provision (1320)

1320-1	Always vote FOR a management proposal to indemnify directors and officers.
1320-2	Always vote AGAINST a management proposal to indemnify directors and officers.	X

Amend Indemnification Provision (1321)

1321-1	Always vote FOR a management proposal to amend provisions concerning the indemnification of directors and officers.
1321-2	Always vote AGAINST a management proposal to amend provisions concerning the indemnification of directors and officers.	X

Approve Board Size (1332)

1332-1	Always vote FOR a management proposal to set the board size.
1332-2	Always vote AGAINST a management proposal to set the board size.
1332-3	Vote AGAINST IF the proposal reduces the board size and the company has cumulative voting.
1332-4	Vote AGAINST IF the proposed maximum board size is greater than 15 directors.	X
1332-5	Vote AGAINST IF the proposed minimum board size is less than XX directors.
1332-6	Vote AGAINST IF the board will consist of more than XX directors.
1332-7	Vote AGAINST IF the board will consist of fewer than XX directors.

No Shareholder Approval to Fill Vacancy (1340)

1340-1	Always vote FOR a management proposal to allow the directors to fill vacancies on the board without shareholder approval.	X
1340-2	Always vote AGAINST a management proposal to allow the directors to fill vacancies on the board without shareholder approval.

B-12

Give Board Authority to Set Board Size (1341)

1341-1	Always vote FOR a management proposal to give the board the authority to set the size of the board as needed without shareholder approval.	X
1341-2	Always vote AGAINST a management proposal to give the board the authority to set the size of the board as needed without shareholder approval.

Removal of Directors (1342)

1342-1	Always vote FOR a management proposal regarding the removal of directors.	X
1342-2	Always vote AGAINST a management proposal regarding the removal of directors.
1342-3	Vote AGAINST IF the proposal limits the removal of directors to cases where there is legal cause.
1342-4	Vote AGAINST IF the proposal would allow for the removal of directors without cause.

Approve Non-Technical Charter Amendments (1350)

1350-1	Always vote FOR a management proposal to approve non-technical amendments to the company’s certificate of incorporation.
1350-2	Always vote AGAINST a management proposal to approve non-technical amendments to the company’s certificate of incorporation.
1350-3	Vote AGAINST IF an amendment would have the effect of reducing shareholders’ rights.	X

Approve Non-Technical Bylaw Amendments (1351)

1351-1	Always vote FOR a management proposal to approve non-technical amendments to the company’s bylaws.
1351-2	Always vote AGAINST a management proposal to approve non-technical amendments to the company’s bylaws.
1351-3	Vote AGAINST IF an amendment would have the effect of reducing shareholders’ rights.	X

Approve Classified Board (1400)

1400-1	Always vote FOR a management proposal to adopt a classified board.	X
1400-2	Always vote AGAINST a management proposal to adopt a classified board.
1400-3	Vote AGAINST IF the company has cumulative voting.
1400-4	Vote AGAINST IF the company has adopted a shareholder rights plan (poison pill).

Amend Classified Board (1401)

1401-1	Always vote FOR a management proposal to amend a classified board.	X
1401-2	Always vote AGAINST a management proposal to amend a classified board.

B-13

Repeal Classified Board (1402)

1402-1	Always vote FOR a management proposal to repeal a classified board.	X
1402-2	Always vote AGAINST a management proposal to repeal a classified board.

Adopt Poison Pill (1410)

1410-1	Always vote FOR a management proposal to ratify or adopt a shareholder rights plan (poison pill).
1410-2	Always vote AGAINST a management proposal to ratify or adopt a shareholder rights plan (poison pill).	X
1410-3	Vote AGAINST IF the poison pill contains a “dead-hand” provision.
1410-4	Vote AGAINST IF the company has a classified board.
1410-5	Vote AGAINST IF the poison pill does not have a “sunset” provision.
1410-6	Vote AGAINST IF the poison pill does not have a TIDE provision. (Three-Year Independent Director Evaluation.)
1410-7	Vote AGAINST IF the poison pill trigger is less than XX%.

Redeem Poison Pill (1411)

1411-1	Always vote FOR a management proposal to redeem a shareholder rights plan (poison pill).
1411-2	Always vote AGAINST a management proposal to redeem a shareholder rights plan (poison pill).	X

Eliminate Special Meeting (1420)

1420-1	Always vote FOR a management proposal to eliminate shareholders’ right to call a special meeting.
1420-2	Always vote AGAINST a management proposal to eliminate shareholders’ right to call a special meeting.	X

Limit Special Meeting (1421)

1421-1	Always vote FOR a management proposal to limit shareholders’ right to call a special meeting.
1421-2	Always vote AGAINST a management proposal to limit shareholders’ right to call a special meeting.	X
1421-3	Vote AGAINST IF the limitation requires more than XX% of the outstanding shares to call a special meeting.

Restore Special Meeting (1422)

1422-1	Always vote FOR a management proposal to restore shareholders’ right to call a special meeting.	X
1422-2	Always vote AGAINST a management proposal to restore shareholders’ right to call a special meeting.

B-14

Eliminate Written Consent (1430)

1430-1	Always vote FOR a management proposal to eliminate shareholders’ right to act by written consent.
1430-2	Always vote AGAINST a management proposal to eliminate shareholders’ right to act by written consent.	X

Limit Written Consent (1431)

1431-1	Always vote FOR a management proposal to limit shareholders’ right to act by written consent.
1431-2	Always vote AGAINST a management proposal to limit shareholders’ right to act by written consent.	X
1431-3	Vote AGAINST IF the limitation requires written consent of more than XX% of the outstanding shares.

Restore Written Consent (1432)

1432-1	Always vote FOR a management proposal to restore shareholders’ right to act by written consent.	X
1432-2	Always vote AGAINST a management proposal to restore shareholders’ right to act by written consent.

Adopt Supermajority Requirement (1440)

1440-1	Always vote FOR a management proposal to establish a supermajority vote provision to approve merger or other business combination.	X
1440-2	Always vote AGAINST a management proposal to establish a supermajority vote provision to approve merger or other business combination.
1440-3	Vote AGAINST IF the required vote is more than XX% of the outstanding shares.

Amend Supermajority Requirement (1443)

1443-1	Always vote FOR a management proposal to amend a supermajority vote provision to approve merger or other business combination.	X
1443-2	Always vote AGAINST a management proposal to amend a supermajority vote provision to approve a merger or other business combination.
1443-3	Vote AGAINST IF the amendment would increase the vote required to approve the transaction.
1443-4	Vote AGAINST IF the amendment increases the vote requirement to more than XX% of the outstanding shares.

Eliminate Supermajority Requirement (1444)

1444-1	Always vote FOR a management proposal to eliminate a supermajority vote provision to approve merger or other business combination.	X
1444-2	Always vote AGAINST a management proposal to eliminate a supermajority vote provision to approve merger or other business combination.

Adopt Supermajority Lock-In (1445)

1445-1	Always vote FOR a management proposal to adopt supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.	X
1445-2	Always vote AGAINST a management proposal to adopt supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.

B-15

1445-3	Vote AGAINST IF the vote requirement is more than XX% of the outstanding shares.
1445-4	Vote AGAINST IF the proposal would result in establishing a complete Lock-In on all of the charter and bylaw provisions.

Amend Supermajority Lock-In (1446)

1446-1	Always vote FOR a management proposal to amend supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.	X
1446-2	Always vote AGAINST a management proposal to amend supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.
1446-3	Vote AGAINST IF the changes would increase the vote requirement above XX% of the outstanding shares.
1446-4	Vote AGAINST IF the changes would result in a complete Lock-In on all of the charter and bylaw provisions.

Eliminate Supermajority Lock-In (1447)

1447-1	Always vote FOR a management proposal to eliminate supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.	X
1447-2	Always vote AGAINST a management proposal to eliminate supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.

Consider Non-Financial Effects of Merger (1450)

1450-1	Always vote FOR a management proposal to expand or clarify the authority of the board of directors to consider factors other than the interests of shareholders in assessing a takeover bid.
1450-2	Always vote AGAINST a management proposal to expand or clarify the authority of the board of directors to consider factors other than the interests of shareholders in assessing a takeover bid.	X

Adopt Fair Price Provision (1460)

1460-1	Always vote FOR a management proposal that establishes a fair price provision.	X
1460-2	Always vote AGAINST a management proposal that establishes a fair price provision.

Amend Fair Price Provision (1461)

1461-1	Always vote FOR a management proposal to amend a fair price provision.	X
1461-2	Always vote AGAINST a management proposal to amend a fair price provision.

Repeal Fair Price Provision (1462)

1462-1	Always vote FOR a management proposal to repeal a fair price provision.	X
1462-2	Always vote AGAINST a management proposal to repeal a fair price provision.

Adopt Anti-Greenmail Provision (1470)

1470-1	Always vote FOR a management proposal to limit the payment of greenmail.	X
1470-2	Always vote AGAINST a management proposal to limit the payment of greenmail.

B-16

Adopt Advance Notice Requirement (1480)

1480-1	Always vote FOR a management proposal to adopt advance notice requirements.	X
1480-2	Always vote AGAINST a management proposal to adopt advance notice requirements.
1480-3	Vote AGAINST IF the provision requires advance notice for director nominations.
1480-4	Vote AGAINST IF the provision requires advance notice of more than XX days.

Opt Out of State Takeover Law (1490)

1490-1	Always vote FOR a management proposal seeking to opt out of a state takeover statutory provision.	X
1490-2	Always vote AGAINST a management proposal seeking to opt out of a state takeover statutory provision.

Opt Into State Takeover Law (1491)

1491-1	Always vote FOR a management proposal seeking to opt into a state takeover statutory provision.	X
1491-2	Always vote AGAINST a management proposal seeking to opt into a state takeover statutory provision.

Adopt Stock Incentive Plan (1500)

1500-1	Always vote FOR a management proposal to adopt a stock incentive plan for employees.
1500-2	Always vote AGAINST a management proposal to adopt a stock incentive plan for employees.
1500-3	Vote AGAINST IF the dilution represented by the proposal, as calculated by RiskMetrics, is more than 10%.	X
1500-4	Vote AGAINST IF potential dilution from all company plans, including this proposal, as calculated by RiskMetrics, is more than 10%.	X
1500-5	Vote AGAINST IF the non-employee directors are eligible to receive awards under the plan.	X
1500-6	Vote AGAINST IF the compensation committee is not fully independent.
1500-7	Vote AGAINST IF the plan allows the plan administrators to reprice or replace underwater options.	X
1500-8	Vote AGAINST IF the plan allows non-qualified options to be priced at less than XX% of the fair market value on the grant date.
1500-9	Vote AGAINST IF the plan has a share replenishment feature (evergreen plan) – that is, it adds a specified number or percentage of outstanding shares for awards each year.	X
1500-10	Vote AGAINST IF the plan allows for multiple awards and does not set a limit on the number of shares that can be granted as award other than options.
1500-11	Vote AGAINST IF the plan permits the award of time-lapsing restricted stock that fully vest in less than XX years.
1500-12	Vote AGAINST IF the company’s equity dilution (overhang), including this proposal, exceeds the 75th percentile of its peer group.	X
1500-13	Vote AGAINST IF the proposed plan allows for the accelerated vesting of awards upon shareholder approval of a merger or similar business transaction.
1500-14	Vote AGAINST IF the proposed plan allows the plan administrator to provide loans to exercise awards.

B-17

1500-15	Vote AGAINST IF the proposed plan allows the plan administrator to accelerate the vesting requirements of outstanding awards.	X
1500-16	Vote AGAINST IF the proposed plan allows the plan administrator to grant reloaded stock options.	X
1500-17	Vote AGAINST IF the company authorized the repricing or replacement of underwater options without shareholder approval within the past three years.
1500-18	Vote AGAINST IF the options granted to the top 5 executives in the last fiscal year exceed 30% of total options granted in that year.	X
1500-19	Vote AGAINST IF the company’s three-year average annual grant rate exceeds the 75th percentile of its peer group.	X
1500-20	Vote AGAINST IF the company does not expense stock options.	X
1500-21	Vote AGAINST IF the company has not granted premium-priced, indexed or performance-vesting options in the past fiscal year, or does not express an intention to do so.
1500-22	Vote AGAINST IF the minimum vesting period for options granted under it is less than XX years.

Amend Stock Incentive Plan (1501)

1501-1	Always vote FOR a management proposal to amend a stock incentive plan for employees.
1501-2	Always vote AGAINST a management proposal to amend a stock incentive plan for employees.
1501-3	Vote AGAINST IF the amendment allows options to be priced at less than 85% fair market value on the grant date.	X
1501-4	Vote AGAINST IF the amendment allows the plan administrator to reprice or replace underwater options.	X
1501-5	Vote AGAINST IF the amendment extends post-retirement exercise period of outstanding options.	X
1501-6	Vote AGAINST IF the amendment enhances existing change-in-control features or adds change-in-control provisions to the plan.	X
1501-7	Vote AGAINST IF the amendment adds time-lapsing restricted stock awards that fully vest in less than XX years.
1501-8	Vote AGAINST IF the amendment increases the per employee limit for awards.	X
1501-9	Vote AGAINST IF the amendment allows for multiple awards and does not set a limit on the number of shares that can be granted as awards other than options.	X
1501-10	Vote AGAINST IF potential dilution from all company plans, including this proposal, as calculated by RiskMetrics, is more than XX%.

Add Shares to Stock Incentive Plan (1502)

1502-1	Always vote FOR a management proposal to add shares to a stock incentive plan for employees.
1502-2	Always vote AGAINST a management proposal to add shares to a stock incentive plan for employees.
1502-3	Vote AGAINST IF the dilution represented by the proposal, as calculated by RiskMetrics, is more than 5%.	X
1502-4	Vote AGAINST IF the potential dilution from all company plans, including this proposal, as calculated by RiskMetrics, is more than 10%.	X
1502-5	Vote AGAINST IF the non-employee directors are eligible to receive awards under the plan.	X
1502-6	Vote AGAINST IF the compensation committee is not fully independent.

B-18

1502-7	Vote AGAINST IF the plan allows the plan administrators to reprice or replace underwater options.	X
1502-8	Vote AGAINST IF the plan allows non-qualified options to be priced at less than 85% of the fair market value on the grant date.	X
1502-9	Vote AGAINST IF the plan has a share replenishment feature (evergreen plan) – that is, it adds a specified number or percentage of outstanding shares for award each year.	X
1502-10	Vote AGAINST IF the plan allows for multiple awards and does not set a limit on the number of shares that can be granted as awards other than options.	X
1502-11	Vote AGAINST IF the plan permits the award of time-lapsing restricted stock that fully vest in less than XX years.
1502-12	Vote AGAINST IF the company’s equity dilution (overhang), including this proposal, exceeds the 75th percentile of its peer group.	X
1502-13	Vote AGAINST IF the proposed plan allows for the accelerated vesting of awards upon shareholder approval of a merger or similar business transaction.
1502-14	Vote AGAINST IF the proposed plan allows the plan administrator to provide loans to exercise awards.
1502-15	Vote AGAINST IF the proposed plan allows the plan administrator to accelerate the vesting requirements of outstanding awards.	X
1502-16	Vote AGAINST IF the proposed plan allows the plan administrator to grant reloaded stock options.	X
1502-17	Vote AGAINST IF the company authorized the repricing or replacement of underwater options without shareholder approval within the past three years.
1502-18	Vote AGAINST IF the options granted to the top 5 executives in the last fiscal year exceed 30% of total options granted in that year.	X
1502-19	Vote AGAINST IF the company’s three-year average annual grant rate exceeds the 75th percentile of its peer group.	X
1502-20	Vote AGAINST IF the company does not expense stock options.
1502-21	Vote AGAINST IF the company has not granted premium-priced, indexed or performance-vesting options in the past fiscal year, or does not express an intention to do so.
1502-22	Vote AGAINST IF the minimum vesting period for options granted under it is less than XX years.

Limit Per-Employee Awards (1503)

1503-1	Always vote FOR a management proposal to limit per-employee annual option awards.
1503-2	Always vote AGAINST a management proposal to limit per-employee annual option awards.
1503-3	Vote AGAINST IF the per-employee limit is more than 50,000 shares per year.	X
1503-4	Vote AGAINST IF the aggregate per-employee limit is more than 1,000,000 shares over the life of the plan.	X

Extend Term of Stock Incentive Plan (1505)

1505-1	Always vote FOR a management proposal to extend the term of a stock incentive plan for employees.
1505-2	Always vote AGAINST a management proposal to extend the term of a stock incentive plan for employees.
1505-3	Vote AGAINST IF the non-employee directors are eligible to receive awards under the plan.	X
1505-4	Vote AGAINST IF the potential dilution from all company plans, as calculated by RiskMetrics, is more than 10%.	X

B-19

1505-5	Vote AGAINST IF the compensation committee is not fully independent.
1505-6	Vote AGAINST IF the plan allows the plan administrators to reprice or replace underwater options.	X
1505-7	Vote AGAINST IF the plan allows non-qualified options to be priced at less than 85% of the fair market value on the grant date.	X
1505-8	Vote AGAINST IF the plan allows for multiple awards and does not set a limit on the number of shares that can be granted as awards other than options.	X
1505-9	Vote AGAINST IF the plan permits the award of time-lapsing restricted stock that fully vest in less than XX years.
1505-10	Vote AGAINST IF the company’s equity dilution (overhang), including this proposal, exceeds the 75th percentile of its peer group.	X
1505-11	Vote AGAINST IF the proposed plan allows for the accelerated vesting of awards upon shareholder approval of a merger or similar business transaction.
1505-12	Vote AGAINST IF the proposed plan allows the plan administrator to provide loans to exercise awards.
1505-13	Vote AGAINST IF the proposed plan allows the plan administrator to accelerate the vesting requirements of outstanding awards.	X
1505-14	Vote AGAINST IF the proposed plan allows the plan administrator to grant reloaded stock options.	X
1505-15	Vote AGAINST IF the company authorized the repricing or replacement of underwater options without shareholder approval within the past three years.
1505-16	Vote AGAINST IF the options granted to the top 5 executives in the last fiscal year exceed XX% of the options granted in the past fiscal year.
1505-17	Vote AGAINST IF the company’s three-year average annual grant rate exceeds the 75th percentile of its peer group.	X
1505-18	Vote AGAINST IF the company does not expense stock options.
1505-19	Vote AGAINST IF the company has not granted premium-priced, indexed or performance-vesting options in the past fiscal year, or does not express an intention to do so.
1505-20	Vote AGAINST IF the minimum vesting period for options granted under it is less than XX years.

Adopt Director Stock Incentive Plan (1510)

1510-1	Always vote FOR a management proposal to adopt a stock incentive plan for non-employee directors.
1510-2	Always vote AGAINST a management proposal to adopt a stock incentive plan for non-employee directors.	X
1510-3	Vote AGAINST IF the plan allows non-qualified options to be priced at less than XX% of the fair market value on grant date.
1510-4	Vote AGAINST IF the dilution represented by the proposal, as calculated by RiskMetrics, is more than XX%.
1510-5	Vote AGAINST IF the potential dilution from all company plans, including this proposal, as calculated by RiskMetrics, is more than XX%.
1510-6	Vote AGAINST IF the proposed plan is an omnibus plan that authorizes 5 or more types of awards or gives the compensation committee discretion to issue a wide range of stock-based awards.
1510-7	Vote AGAINST IF the proposed plan allows for non-formula, discretionary awards.
1510-8	Vote AGAINST IF the plan includes an incentive to receive shares instead of cash.

B-20

1510-9	Vote AGAINST IF the company’s equity dilution (overhang), including this proposal, exceeds the 75th percentile of its peer group.
1510-10	Vote AGAINST IF the company does not expense stock options.
1510-11	Vote AGAINST IF the minimum vesting period for options granted under it is less than XX years.
1510-12	Vote AGAINST IF the plan permits the award of time-lapsing restricted stock that fully vest in less than XX years.
1510-13	Vote AGAINST IF the plan allows the plan administrators to reprice or replace underwater options.

Amend Director Stock Incentive Plan (1511)

1511-1	Always vote FOR a management proposal to amend a stock incentive plan for non-employee directors.
1511-2	Always vote AGAINST a management proposal to amend a stock incentive plan for non-employee directors.	X
1511-3	Vote AGAINST IF the amendment increases the size of the option awards.
1511-4	Vote AGAINST IF the amendment would make the plan an omnibus plan that authorizes 5 or more types of awards or gives the compensation committee discretion to issue a wide range of stock-based awards.
1511-5	Vote AGAINST IF the amendment would permit the granting of non-formula, discretionary awards.
1511-6	Vote AGAINST IF the amendment would provide an incentive to receive shares instead of cash.
1511-7	Vote AGAINST IF the amendment adds time-lapsing restricted stock awards that fully vest in less than XX years.
1511-8	Vote AGAINST IF the potential dilution from all company plans, including this proposal, as calculated by RiskMetrics, is more than XX%.

Add Shares to Director Stock Incentive Plan (1512)

1512-1	Always vote FOR a management proposal to add shares to a stock incentive plan for non-employee directors.
1512-2	Always vote AGAINST a management proposal to add shares to a stock incentive plan for non-employee directors.	X
1512-3	Vote AGAINST IF the plan allows non-qualified options to be priced at less than XX% of fair market value on the grant date.
1512-4	Vote AGAINST IF the dilution represented by the proposal, as calculated by RiskMetrics, is more than XX%.
1512-5	Vote AGAINST IF the potential dilution of all plans, including this proposal, as calculated by RiskMetrics, is more than XX%.
1512-6	Vote AGAINST IF the proposed plan is an omnibus plan that authorizes 5 or more types of awards or gives the compensation committee discretion to issue a wide range of stock-based awards.
1512-7	Vote AGAINST IF the proposed plan allows for non-formula, discretionary awards.
1512-8	Vote AGAINST IF the proposed plan includes an incentive to receive shares instead of cash.
1512-9	Vote AGAINST IF the company’s equity dilution (overhang), including this proposal, exceeds the 75th percentile of its peer group.
1512-10	Vote AGAINST IF the company does not expense stock options.

B-21

1512-11	Vote AGAINST IF the minimum vesting period for options granted under it is less than XX years.
1512-12	Vote AGAINST IF the plan permits the award of time-lapsing restricted stock that fully vest in less than XX years.
1512-13	Vote AGAINST IF the plan allows the plan administrators to reprice or replace underwater options.

Adopt Employee Stock Purchase Plan (1520)

1520-1	Always vote FOR a management proposal to adopt an employee stock purchase plan.
1520-2	Always vote AGAINST a management proposal to adopt an employee stock purchase plan.
1520-3	Vote AGAINST IF the proposed plan allows employees to purchase stock at less than 95% of the stock’s fair market value.	X
1520-4	Vote AGAINST IF the equity dilution represented by the proposed plan, as calculated by RiskMetrics, is more than XX%.
1520-5	Vote AGAINST IF the potential dilution of all plans, including this proposal, as calculated by RiskMetrics, is more than XX%.

Amend Employee Stock Purchase Plan (1521)

1521-1	Always vote FOR a management proposal to amend an employee stock purchase plan.
1521-2	Always vote AGAINST a management proposal to amend an employee stock purchase plan.
1521-3	Vote AGAINST IF the proposal allows employees to purchase stock at prices of less than 95% of the stock’s fair market value.	X

Add Shares to Employee Stock Purchase Plan (1522)

1522-1	Always vote FOR a management proposal to add shares to an employee stock purchase plan.
1522-2	Always vote AGAINST a management proposal to add shares to an employee stock purchase plan.
1522-3	Vote AGAINST IF the proposed plan allows employees to purchase stock at less than 95% of the stock’s fair market value.	X
1522-4	Vote AGAINST IF the equity dilution represented by this proposal is more than XX% of the outstanding common equity.
1522-5	Vote AGAINST IF the potential dilution from all plans, including this proposal, as calculated by RiskMetrics, is more than XX%.

Adopt Stock Award Plan (1530)

1530-1	Always vote FOR a management proposal to adopt a stock award plan.
1530-2	Always vote AGAINST a management proposal to adopt a stock award plan.	X
1530-3	Vote AGAINST IF the plan allows for time-lapsing restricted stock awards that fully vest in less than XX years.
1530-4	Vote AGAINST IF the dilution represented by this proposal, as calculated by RiskMetrics, is more than XX%.

B-22

1530-5	Vote AGAINST IF the potential dilution from all plans, including this proposal, as calculated by RiskMetrics (overhang), is more than XX%.
1530-6	Vote AGAINST IF the equity overhang, including this proposal, exceeds the 75th percentile of the company’s peer group.

Amend Stock Award Plan (1531)

1531-1	Always vote FOR a management proposal to amend a stock award plan.
1531-2	Always vote AGAINST a management proposal to amend a stock award plan.	X
1531-3	Vote AGAINST IF the amendment shortens the vesting requirement or lessens the performance requirements.
1531-4	Vote AGAINST IF the amendment increases the per-employee limit for awards.
1531-5	Vote AGAINST IF the potential dilution from all plans, including this proposal, as calculated by RiskMetrics (overhang), is more than XX%.

Add Shares to Stock Award Plan (1532)

1532-1	Always vote FOR a management proposal to add shares to a stock award plan.
1532-2	Always vote AGAINST a management proposal to add shares to a stock award plan.	X
1532-3	Vote AGAINST IF the plan allows for time-lapsing restricted stock awards that fully vest in less than XX years.
1532-4	Vote AGAINST IF the equity dilution represented by this proposal, as calculated by RiskMetrics, is more than XX%.
1532-5	Vote AGAINST IF the potential dilution from all plans, including this proposal, as calculated by RiskMetrics (overhang), is more than XX%.
1532-6	Vote AGAINST IF the equity overhang, including this proposal, exceeds the 75th percentile of its peer group.

Adopt Director Stock Award Plan (1540)

1540-1	Always vote FOR a management proposal to adopt a stock award plan for non-employee directors.
1540-2	Always vote AGAINST a management proposal to adopt a stock award plan for non-employee directors.	X
1540-3	Vote AGAINST IF the plan allows for time-lapsing restricted stock that fully vest in less than XX years.
1540-4	Vote AGAINST IF the dilution represented by this proposal, as calculated by RiskMetrics, is more than XX%.
1540-5	Vote AGAINST IF the potential dilution from all plans (including this proposal), as calculated by RiskMetrics, is more than XX%.
1540-6	Vote AGAINST IF the proposed plan would permit the granting of non-formula, discretionary awards.
1540-7	Vote AGAINST IF the plan would provide an incentive to receive shares instead of cash.

B-23

Amend Director Stock Award Plan (1541)

1541-1	Always vote FOR a management proposal to amend a stock award plan for non-employee directors.
1541-2	Always vote AGAINST a management proposal to amend a stock award plan for non-employee directors.	X
1541-3	Vote AGAINST IF the amendment increases the award size.
1541-4	Vote AGAINST IF the amendment adds time-lapsing restricted stock that vest in less than XX years.
1541-5	Vote AGAINST IF the amendment would permit the granting of non-formula, discretionary awards.
1541-6	Vote AGAINST IF the proposed amendment would include an incentive to receive shares instead of cash.
1541-7	Vote AGAINST IF the potential dilution from all plans, including this proposal, as calculated by RiskMetrics (overhang), is more than XX%.

Add Shares to Director Stock Award Plan (1542)

1542-1	Always vote FOR a management proposal to add shares to a stock award plan for non-employee directors.
1542-2	Always vote AGAINST a management proposal to add shares to a stock award plan for non-employee directors.	X
1542-3	Vote AGAINST IF the plan allows for time-lapsing restricted stock that fully vest in less than XX years.
1542-4	Vote AGAINST IF the dilution represented by this proposal, as calculated by RiskMetrics, is more than XX%.
1542-5	Vote AGAINST IF the potential dilution from all plans (including this proposal), as calculated by RiskMetrics, is more than XX%.
1542-6	Vote AGAINST IF the proposed plan would permit the granting of non-formula, discretionary awards.
1542-7	Vote AGAINST IF the proposed plan includes an incentive to receive shares instead of cash.

Approve Annual Bonus Plan (1560)

1560-1	Always vote FOR a management proposal to approve an annual bonus plan.	X
1560-2	Always vote AGAINST a management proposal to approve an annual bonus plan.
1560-3	Vote AGAINST IF the maximum per-employee payout is not disclosed.
1560-4	Vote AGAINST IF the maximum per-employee bonus payable is more than XX% of the participant’s base salary.
1560-5	Vote AGAINST IF the maximum per-employee bonus payable is more than $XX.
1560-6	Vote AGAINST IF the performance criteria is not disclosed.

Approve Savings Plan (1561)

1561-1	Always vote FOR a management proposal to adopt a savings plan.	X
1561-2	Always vote AGAINST a management proposal to adopt a savings plan.

B-24

Approve Option/Stock Awards (1562)

1562-1	Always vote FOR a management proposal to grant a one-time option or stock award.
1562-2	Always vote AGAINST a management proposal to grant a one-time option or stock award.	X
1562-3	Vote AGAINST IF the option/stock award is priced less than XX% of the fair market value on the grant date.
1562-4	Vote AGAINST IF the dilution represented by the option/stock award, as calculated by RiskMetrics, is more than XX%.
1562-5	Vote AGAINST IF the award is time-lapsing stock that fully vest in less than XX years.
1562-6	Vote AGAINST IF the option/stock award is unrestricted shares.
1562-7	Vote AGAINST IF potential dilution from all company plans including this proposal, as calculated by RiskMetrics, is more than XX% of the total outstanding common equity.
1562-8	Vote AGAINST IF the company’s equity dilution (overhang), including this proposal, as calculated by RiskMetrics, exceeds the 75th percentile of its peer group.
1562-9	Vote AGAINST IF the company’s three-year average annual grant rate exceeds the 75th percentile of its peer group.
1562-10	Vote AGAINST IF the option is not premium-priced or indexed, or does not vest based on future performance.

Adopt Deferred Compensation Plan (1563)

1563-1	Always vote FOR a management proposal to adopt a deferred compensation plan.
1563-2	Vote AGAINST a management proposal to adopt a deferred compensation plan for non-employee directors.
1563-3	Vote AGAINST a management proposal to adopt a deferred compensation plan for executives.
1563-4	Vote AGAINST IF the dilution is more than 10% of the outstanding common equity.	X

Approve Long-Term Bonus Plan (1564)

1564-1	Always vote FOR a management proposal to approve a long-term bonus plan.
1564-2	Always vote AGAINST a management proposal to approve a long-term bonus plan.
1564-3	Vote AGAINST IF the maximum per-employee payout is not disclosed.	X
1564-4	Vote AGAINST IF the maximum per-employee bonus payable over the performance period is more than 50% of the participant’s base salary.	X
1564-5	Vote AGAINST IF the maximum per-employee bonus payable over the performance period is more than $XX.
1564-6	Vote AGAINST IF the proposal creates dilution of more than 10% of the outstanding common equity.	X
1564-7	Vote AGAINST IF the performance criteria is not disclosed.

B-25

Approve Employment Agreements (1565)

1565-1	Always vote FOR a management proposal to approve an employment agreement or contract.	X
1565-2	Always vote AGAINST a management proposal to approve an employment agreement or contract.

Amend Deferred Compensation Plan (1566)

1566-1	Always vote FOR a management proposal to amend a deferred compensation plan.
1566-2	Always vote AGAINST a management proposal to amend a deferred compensation plan.	X

Exchange Underwater Options (1570)

1570-1	Always vote FOR a management proposal to exchange underwater options (options with a per-share exercise price that exceeds the underlying stock’s current market price).
1570-2	Always vote AGAINST a management proposal to exchange underwater options (options with a per-share exercise price that exceeds the underlying stock’s current market price).	X
1570-3	Vote AGAINST IF directors or any of the 5 highest paid executives are eligible to participate in the repricing exchange program.
1570-4	Vote AGAINST IF the exchange ratio is not linked to the economic value of the underwater options.
1570-5	Vote AGAINST IF the company exchanged underwater options within the last three years.

Amend Annual Bonus Plan (1581)

1581-1	Always vote FOR a management proposal to amend an annual bonus plan.
1581-2	Always vote AGAINST a management proposal to amend an annual bonus plan.	X
1581-3	Vote AGAINST IF the amendment increases the maximum annual per-employee bonus.

Reapprove Option/Bonus Plan for OBRA (1582)

1582-1	Always vote FOR a management proposal to reapprove a stock option plan or bonus plan for purposes of OBRA.
1582-2	Always vote AGAINST a management proposal to reapprove a stock option plan or bonus plan for purposes of OBRA.
1582-3	Vote AGAINST IF the maximum per-employee payout is not disclosed.	X
1582-4	Vote AGAINST IF the performance criteria is not disclosed.
1582-5	Vote AGAINST IF the company repriced or replaced options in the past fiscal year.

Amend Long-Term Bonus Plan (1586)

1586-1	Always vote FOR a management proposal to amend a long-term bonus plan.	X
1586-2	Always vote AGAINST a management proposal to amend a long-term bonus plan.
1586-3	Vote AGAINST IF the plan increases the per-employee maximum bonus.

B-26

SHAREHOLDER PROPOSALS

SP-Shareholder Approval of Auditors (2000)

2000-1	Always vote FOR a shareholder proposal calling for stockholder ratification of auditors.	X
2000-2	Always vote AGAINST a shareholder proposal calling for stockholder ratification of auditors.

SP-Auditors Must Attend Annual Meeting (2001)

2001-1	Always vote FOR a shareholder proposal calling for the auditors to attend the annual meeting.	X
2001-2	Always vote AGAINST a shareholder proposal calling for the auditors to attend the annual meeting.

SP-Limit Consulting by Auditors (2002)

2002-1	Always vote FOR a shareholder proposal calling for limiting consulting by auditors.	X
2002-2	Always vote AGAINST a shareholder proposal calling for limiting consulting by auditors.

SP-Rotate Auditors (2003)

2003-1	Always vote FOR a shareholder proposal calling for the rotation of auditors.	X
2003-2	Always vote AGAINST a shareholder proposal calling for the rotation of auditors.

SP-Restore Preemptive Rights (2010)

2010-1	Always vote FOR a shareholder proposal to restore preemptive rights.	X
2010-2	Always vote AGAINST a shareholder proposal to restore preemptive rights.

SP-Study Sale or Spin-Off (2030)

2030-1	Always vote FOR a shareholder proposal asking the company to study sales, spin-offs or other strategic alternatives.	X
2030-2	Always vote AGAINST a shareholder proposal asking the company to study sales, spin-offs or other strategic alternatives.

SP-Adopt Confidential Voting (2100)

2100-1	Always vote FOR a shareholder proposal asking the board to adopt confidential voting and independent tabulation of the proxy ballots.	X
2100-2	Always vote AGAINST a shareholder proposal asking the board to adopt confidential voting and independent tabulation of the proxy ballots.

SP-Counting Shareholder Votes (2101)

2101-1	Always vote FOR a shareholder proposal asking the company to refrain from counting abstentions and broker non-votes in vote tabulations.	X
2101-2	Always vote AGAINST a shareholder proposal asking the company to refrain from counting abstentions and broker non-votes in vote tabulations.

B-27

SP-No Discretionary Voting (2102)

2102-1	Always vote FOR a shareholder proposal to eliminate the company’s discretion to vote unmarked proxy ballots.	X
2102-2	Always vote AGAINST a shareholder proposal to eliminate the company’s discretion to vote unmarked proxy ballots.

SP-Equal Access to the Proxy (2110)

2110-1	Always vote FOR a shareholder proposal to provide equal access to the proxy materials for shareholders.	X
2110-2	Always vote AGAINST a shareholder proposal to provide equal access to the proxy materials for shareholders.
2110-3	Vote AGAINST IF the ballot will become open to shareholders’ nominees.
2110-4	Vote AGAINST IF the change will allow shareholder statements.

SP-Improve Meeting Reports (2120)

2120-1	Always vote FOR a shareholder proposal to improve annual meeting reports.	X
2120-2	Always vote AGAINST a shareholder proposal to improve annual meeting reports.

SP-Change Annual Meeting Location (2130)

2130-1	Always vote FOR a shareholder proposal to change the annual meeting location.	X
2130-2	Always vote AGAINST a shareholder proposal to change the annual meeting location.

SP-Change Annual Meeting Date (2131)

2131-1	Always vote FOR a shareholder proposal to change the annual meeting date.	X
2131-2	Always vote AGAINST a shareholder proposal to change the annual meeting date.

SP-Board Inclusiveness (2201)

2201-1	Always vote FOR a shareholder proposal asking the board to include more women and minorities as directors.	X
2201-2	Always vote AGAINST a shareholder proposal asking the board to include more women and minorities as directors.

SP-Increase Board Independence (2202)

2202-1	Always vote FOR a shareholder proposal seeking to increase board independence.	X
2202-2	Always vote AGAINST a shareholder proposal seeking to increase board independence.

SP-Director Tenure/Retirement Age (2203)

2203-1	Always vote FOR a shareholder proposal seeking to limit the period of time a director can serve by establishing a retirement or tenure policy.
2203-2	Always vote AGAINST a shareholder proposal seeking to limit the period of time a director can serve by establishing a retirement or tenure policy.	X

B-28

2203-3	Vote AGAINST IF the proposal seeks to establish a tenure policy shorter than XX years.
2203-4	Vote AGAINST IF the proposal seeks to establish a retirement age of more than XX years.

SP-Minimum Stock Ownership by Directors (2204)

2204-1	Always vote FOR a shareholder proposal to require minimum stock ownership by directors.	X
2204-2	Always vote AGAINST a shareholder proposal to require minimum stock ownership by directors.
2204-3	Vote AGAINST IF the minimum level of ownership required is more than XX shares.

SP-Allow Union/Employee Representatives on the Board (2205)

2205-1	Always vote FOR a shareholder proposal that seeks to provide for union or employee representatives on the board of directors.
2205-2	Always vote AGAINST a shareholder proposal that seeks to provide for union or employee representatives on the board of directors.	X

SP-Directors’ Role in Corporate Strategy (2206)

2206-1	Always vote FOR a shareholder proposal seeking to increase disclosure regarding the board’s role in the development and monitoring of the company’s long-term strategic plan.
2206-2	Always vote AGAINST a shareholder proposal seeking to increase disclosure regarding the board’s role in the development and monitoring of the company’s long-term strategic plan.	X

SP-Increase Nominating Committee Independence (2210)

2210-1	Always vote FOR a shareholder proposal to increase the independence of the nominating committee.	X
2210-2	Always vote AGAINST a shareholder proposal to increase the independence of the nominating committee.

SP-Create Nominating Committee (2211)

2211-1	Always vote FOR a shareholder proposal to create a nominating committee of the board.	X
2211-2	Always vote AGAINST a shareholder proposal to create a nominating committee of the board.
2211-3	Vote AGAINST IF the proposal includes no requirements on the number of independent directors required to serve on the committee.

SP-Create Shareholder Committee (2212)

2212-1	Always vote FOR a shareholder proposal urging the creation of a shareholder committee.
2212-2	Always vote AGAINST a shareholder proposal urging the creation of a shareholder committee.
2212-3	Vote AGAINST IF the proposal is a binding bylaw amendment.	X

B-29

SP-Independent Board Chairman (2214)

2214-1	Always vote FOR a shareholder proposal asking that the chairman of the board of directors be chosen from among the ranks of the non-employee directors.
2214-2	Always vote AGAINST a shareholder proposal asking that the chairman of the board of directors be chosen from among the ranks of the non-employee directors.	X

SP-Lead Director (2215)

2215-1	Always vote FOR a shareholder proposal asking that a lead director be chosen from among the ranks of non-employee directors.	X
2215-2	Always vote AGAINST a shareholder proposal asking that a lead director be chosen from among the ranks of the non-employee directors.

SP-Adopt Cumulative Voting (2220)

2220-1	Always vote FOR a shareholder proposal calling for the adoption of cumulative voting.	X
2220-2	Always vote AGAINST a shareholder proposal calling for the adoption of cumulative voting.

SP-Require Nominee Statement in Proxy (2230)

2230-1	Always vote FOR a shareholder proposal to require directors to place a statement of candidacy in the proxy statement.
2230-2	Always vote AGAINST a shareholder proposal to require directors to place a statement of candidacy in the proxy statement.	X

SP-Double Board Nominees (2231)

2231-1	Always vote FOR a shareholder proposal to nominate two director candidates for each open board seat.
2231-2	Always vote AGAINST a shareholder proposal to nominate two director candidates for each open board seat.	X

SP-Director Liability (2240)

2240-1	Always vote FOR a shareholder proposal to make directors liable for acts or omissions that constitute a breach of fiduciary care resulting from a director’s gross negligence and/or reckless or willful neglect.	X
2240-2	Always vote AGAINST a shareholder proposal to make directors liable for acts or omissions that constitute a breach of fiduciary care resulting from a director’s gross negligence and/or reckless or willful neglect.

SP-Repeal Classified Board (2300)

2300-1	Always vote FOR a shareholder proposal to repeal a classified board.	X
2300-2	Always vote AGAINST a shareholder proposal to repeal a classified board.
2300-3	Vote AGAINST IF the company does not have a shareholder rights plan (poison pill).

SP-Redeem or Vote on Poison Pill (2310)

2310-1	Always vote FOR a shareholder proposal asking the board to redeem or to allow shareholders to vote on a poison pill shareholder rights plan.	X
2310-2	Always vote AGAINST a shareholder proposal asking the board to redeem or to allow shareholders to vote on a poison pill shareholder rights plan.

B-30

2310-3	Vote AGAINST IF the proposal seeks only to redeem the current rights plan (and does not ask for a shareholder vote.)
2310-4	Vote AGAINST IF the board has an independent majority.
2310-5	Vote AGAINST IF the proposal is binding rather than merely precatory (advisory).
2310-6	Vote AGAINST IF the pill does not contain a dead-hand provision.
2310-7	Vote AGAINST IF the company elects the entire board annually.

SP-Eliminate Supermajority Provision (2320)

2320-1	Always vote FOR a shareholder proposal that seeks to eliminate supermajority provisions.	X
2320-2	Always vote AGAINST a shareholder proposal that seeks to eliminate supermajority provisions.

SP-Reduce Supermajority Provision (2321)

2321-1	Always vote FOR a shareholder proposal that seeks to reduce supermajority provisions.	X
2321-2	Always vote AGAINST a shareholder proposal that seeks to reduce supermajority provisions.

SP-Repeal Fair Price Provision (2324)

2324-1	Always vote FOR a shareholder proposal that seeks to repeal fair price provisions.
2324-2	Always vote AGAINST a shareholder proposal that seeks to repeal fair price provisions.	X

SP-Restore Right to Call a Special Meeting (2325)

2325-1	Always vote FOR a shareholder proposal to restore shareholders’ right to call a special meeting.	X
2325-2	Always vote AGAINST a shareholder proposal to restore shareholders’ right to call a special meeting.

SP-Restore Right to Act by Written Consent (2326)

2326-1	Always vote FOR a shareholder proposal to restore shareholders’ right to act by written consent.	X
2326-2	Always vote AGAINST a shareholder proposal to restore shareholders’ right to act by written consent.

SP-Prohibit Targeted Share Placement (2330)

2330-1	Always vote FOR a shareholder proposal to limit the board’s discretion to issue targeted share placements or to require shareholder approval before such block placements can be made.	X
2330-2	Always vote AGAINST a shareholder proposal to limit the board’s discretion to issue targeted share placements or to require shareholder approval before such block placements can be made.

B-31

SP-Opt Out of State Takeover Statute (2341)

2341-1	Always vote FOR a shareholder proposal seeking to force the company to opt out of a state takeover statutory provision.	X
2341-2	Always vote AGAINST a shareholder proposal seeking to force the company to opt out of a state takeover statutory provision.

SP-Reincorporation (2342)

2342-1	Always vote FOR a shareholder proposal to reincorporate the company in another state.	X
2342-2	Always vote AGAINST a shareholder proposal to reincorporate the company in another state.
2342-3	Vote AGAINST IF the new state has stronger anti-takeover provisions.

SP-Adopt Anti-Greenmail Provision (2350)

2350-1	Always vote FOR a shareholder proposal to limit greenmail payments.	X
2320-2	Always vote AGAINST a shareholder proposal to limit greenmail payments.

SP-Restrict Executive Compensation (2400)

2400-1	Always vote FOR a shareholder proposal to restrict executive compensation.	X
2400-2	Always vote AGAINST a shareholder proposal to restrict executive compensation.
2400-3	Vote AGAINST IF the proposal limits executive pay without linking compensation to financial performance.

SP-Disclose Executive Compensation (2401)

2401-1	Always vote FOR a shareholder proposal to enhance the disclosure of executive compensation.	X
2401-2	Always vote AGAINST a shareholder proposal to enhance the disclosure of executive compensation.
2401-3	Vote AGAINST IF the proposal extends reporting to all executives paid more than $XX.

SP-Restrict Director Compensation (2402)

2402-1	Always vote FOR a shareholder proposal to restrict director compensation.	X
2402-2	Always vote AGAINST a shareholder proposal to restrict director compensation.

SP-Cap Executive Pay (2403)

2403-1	Always vote FOR a shareholder proposal to cap executive pay.	X
2403-2	Always vote AGAINST a shareholder proposal to cap executive pay.

B-32

SP-Pay Directors in Stock (2405)

2405-1	Always vote FOR a shareholder proposal calling for directors to be paid with company stock.	X
2405-2	Always vote AGAINST a shareholder proposal calling for directors to be paid with company stock.
2405-3	Vote AGAINST IF the resolution would require directors to receive their entire compensation in the form of company stock.

SP-Approve Executive Compensation (2406)

2406-1	Always vote FOR a shareholder proposal calling for shareholder votes on executive pay.	X
2406-2	Always vote AGAINST a shareholder proposal calling for shareholder votes on executive pay.

SP-Restrict Director Pensions (2407)

2407-1	Always vote FOR a shareholder proposal calling for the termination of director retirement plans.	X
2407-2	Always vote AGAINST a shareholder proposal calling for the termination of director retirement plans.

SP-Review/Report on/Link Executive Pay to Social Performance (2408)

2408-1	Always vote FOR a shareholder proposal that asks management to review, report on and/or link executive compensation to non-financial criteria, particularly social criteria.	X
2408-2	Always vote AGAINST a shareholder proposal that asks management to review, report on and/or link executive compensation to non-financial criteria, particularly social criteria.
2408-3	Vote AGAINST IF the resolution goes beyond the request for a review and/or report, and includes actual linkage of pay to social performance.

SP-No Repricing of Underwater Options (2409)

2409-1	Always vote FOR a shareholder proposal seeking shareholder approval to reprice or replace underwater stock options.	X
2409-2	Always vote AGAINST a shareholder proposal seeking shareholder approval to reprice or replace underwater stock options.
2409-3	Vote AGAINST IF the proposal seeking shareholder approval to reprice is binding.

SP-Golden Parachutes (2414)

2414-1	Always vote FOR a shareholder proposal calling for a ban or shareholder vote on future golden parachutes.	X
2414-2	Always vote AGAINST a shareholder proposal calling for a ban or shareholder vote on future golden parachutes.
2414-3	Vote AGAINST IF the highest payout formula of current agreements does not exceed XX times an executive’s salary and bonus.

SP-Award Performance-Based Stock Options (2415)

2415-1	Always vote FOR a shareholder proposal seeking to award performance-based stock options.	X
2415-2	Always vote AGAINST a shareholder proposal seeking to award performance-based stock options.

B-33

SP-Expense Stock Options (2416)

2416-1	Always vote FOR a shareholder proposal establishing a policy of expensing the costs of all future stock options issued by the company in the company’s annual income statement.
2416-2	Always vote AGAINST a shareholder proposal establishing a policy of expensing the costs of all future stock options issued by the company in the company’s annual income statement.	X

SP-Pension Fund Surplus (2417)

2417-1	Always vote FOR a shareholder proposal that requests future executive compensation be determined without regard to any pension fund income.
2417-2	Always vote AGAINST a shareholder proposal that requests future executive compensation be determined without regard to any pension fund income.	X

SP-Create Compensation Committee (2420)

2420-1	Always vote FOR a shareholder proposal to create a compensation committee.	X
2420-2	Always vote AGAINST a shareholder proposal to create a compensation committee.

SP-Hire Independent Compensation Consultant (2421)

2421-1	Always vote FOR a shareholder proposal to require that the compensation committee hire its own independent compensation consultants-separate from the compensation consultants working with corporate management-to assist with executive compensation issues.	X
2421-2	Always vote AGAINST a shareholder proposal to require that the compensation committee hire its own independent compensation consultants-separate from the compensation consultants working with corporate management-to assist with executive compensation issues.

SP-Increase Compensation Committee Independence (2422)

2422-1	Always vote FOR a shareholder proposal to increase the independence of the compensation committee.	X
2422-2	Always vote AGAINST a shareholder proposal to increase the independence of the compensation committee.

SP-Increase Audit Committee Independence (2500)

2500-1	Always vote FOR a shareholder proposal to increase the independence of the audit committee.	X
2500-2	Always vote AGAINST a shareholder proposal to increase the independence of the audit committee.

SP-Increase Key Committee Independence (2501)

2501-1	Always vote FOR a shareholder proposal to increase the independence of key committees.	X
2501-2	Always vote AGAINST a shareholder proposal to increase the independence of key committees.

B-34

1. SOCIAL ISSUE PROPOSALS

SP-Develop/Report on Human Rights Policy (3000)

3000-1	Always vote FOR a shareholder proposal that asks the company to develop or report on human rights policies.
3000-2	Always vote AGAINST a shareholder proposal that asks the company to develop or report on human rights policies.
3000-3	Vote AGAINST IF the company does not operate in countries of concern.	X

SP-Review Operations’ Impact on Local Groups (3005)

3005-1	Always vote FOR a shareholder proposal that asks the company to review its operations’ impact on local groups.
3005-2	Always vote AGAINST a shareholder proposal that asks the company to review its operations’ impact on local groups.	X
3005-3	Vote AGAINST IF the proposal calls for action beyond reporting.

SP-Burma-Limit or End Operations (3030)

3030-1	Always vote FOR a shareholder proposal that asks the company to limit or end operations in Burma.
3030-2	Always vote AGAINST a shareholder proposal that asks the company to limit or end operations in Burma.
3030-3	Vote AGAINST IF the company’s operations are de minimus and do not involve oil or mining.	X
3030-4	Vote AGAINST IF the company does not contract directly with the Burmese government.

SP-Burma-Review Operations (3031)

3031-1	Always vote FOR a shareholder proposal that asks management to review operations in Burma.	X
3031-2	Always vote AGAINST a shareholder proposal that asks management to review operations in Burma.

SP-China-No Use of Forced Labor (3040)

3040-1	Always vote FOR a shareholder proposal that asks management to certify that company operations are free of forced labor.	X
3040-2	Always vote AGAINST a shareholder proposal that asks management to certify that company operations are free of forced labor.

SP-China-Adopt Code of Conduct (3041)

3041-1	Always vote FOR a shareholder proposal that asks management to implement and/or increase activity on each of the principles of the U.S. Business Principles for Human Rights of Workers in China.
3041-2	Always vote AGAINST a shareholder proposal that asks management to implement and/or increase activity on each of the principles of the U.S. Business Principles for Human Rights of Workers in China.
3041-3	Vote AGAINST IF the company has de minimus operations involving China.	X

B-35

SP-Review Military Contracting Criteria (3100)

3100-1	Always vote FOR a shareholder proposal that asks management to develop social, economic and ethical criteria that the company could use to determine the acceptability of military contracts and to govern the execution of the contracts.
3100-2	Always vote AGAINST a shareholder proposal that asks management to develop social, economic and ethical criteria that the company could use to determine the acceptability of military contracts and to govern the execution of the contracts.
3100-3	Vote AGAINST IF the company derives less than 50% of its revenues from military-related operations.	X

SP-Review Economic Conversion (3110)

3110-1	Always vote FOR a shareholder proposal that asks management to create a plan for converting the company’s facilities that are dependent on defense contracts toward production for commercial markets.
3110-2	Always vote AGAINST a shareholder proposal that asks management to create a plan for converting the company’s facilities that are dependent on defense contracts toward production for commercial markets.
3110-3	Vote AGAINST IF the company derives less than 50% of its revenues from defense contracts.	X

SP-Review Space Weapons (3120)

3120-1	Always vote FOR a shareholder proposal that asks management to report on the company’s government contracts for the development of ballistic missile defense technologies and related space systems.
3120-2	Always vote AGAINST a shareholder proposal that asks management to report on the company’s government contracts for the development of ballistic missile defense technologies and related space systems.	X

SP-Review Foreign Military Sales (3130)

3130-1	Always vote FOR a shareholder proposal that asks management to report on the company’s foreign military sales or foreign offset activities.	X
3130-2	Always vote AGAINST a shareholder proposal that asks management to report on the company’s foreign military sales or foreign offset activities.
3130-3	Vote AGAINST IF all of the company’s current weapons programs result in sales to both the U.S. and foreign governments, or to the U.S. government exclusively.

SP-Limit or End Nuclear Weapons Production (3150)

3150-1	Always vote FOR a shareholder proposal that asks management to limit or end nuclear weapons production.
3150-2	Always vote AGAINST a shareholder proposal that asks management to limit or end nuclear weapons production.	X

SP-Review Nuclear Weapons Production (3151)

3151-1	Always vote FOR a shareholder proposal that asks management to review nuclear weapons production.
3151-2	Always vote AGAINST a shareholder proposal that asks management to review nuclear weapons production.	X

B-36

SP-Review Charitable Giving Policy (3210)

3210-1	Always vote FOR a shareholder proposal that asks the company to establish shareholder-designated contribution programs.
3210-2	Always vote AGAINST a shareholder proposal that asks the company to establish shareholder-designated contribution programs.
3210-3	Vote AGAINST IF the company has a well-managed program or the proposal will be unduly burdensome.	X

SP-Limit or End Charitable Giving (3215)

3215-1	Always vote FOR a shareholder proposal that asks the company to limit or end charitable giving.
3215-2	Always vote AGAINST a shareholder proposal that asks the company to limit or end charitable giving.
3215-3	Vote AGAINST IF the company’s giving is not excessive or the proposal would end all giving.	X

SP-Review Political Spending (3220)

3220-1	Always vote FOR a shareholder proposal that asks the company to increase disclosure of political spending and activities.
3220-2	Always vote AGAINST a shareholder proposal that asks the company to increase disclosure of political spending and activities.
3220-3	Vote AGAINST IF the information requested is already easily available or if compliance is costly.	X

SP-Limit or End Political Spending (3221)

3221-1	Always vote FOR a shareholder proposal that asks the company to limit or end political spending.
3221-2	Always vote AGAINST a shareholder proposal that asks the company to limit or end political spending.
3221-3	Vote AGAINST IF the total contributions were less than $50,000 or the proposal would end all spending.	X

SP-Disclose Prior Government Service (3222)

3222-1	Always vote FOR a shareholder proposal requesting disclosure of company executives’ prior government service.
3222-2	Always vote AGAINST a shareholder proposal requesting disclosure of company executives’ prior government service.	X

SP-Affirm Political Nonpartisanship (3224)

3224-1	Always vote FOR a shareholder proposal requesting affirmation of political nonpartisanship.
3224-2	Always vote AGAINST a shareholder proposal requesting affirmation of political nonpartisanship.	X

SP-Review Tobacco Marketing (3300)

3300-1	Always vote FOR a shareholder proposal that asks management to report on or change tobacco product marketing practices.
3300-2	Always vote AGAINST a shareholder proposal that asks management to report on or change tobacco product marketing practices.
3300-3	Vote AGAINST IF no prima facie evidence suggests company targets youth or uses unregulated channels.

B-37

3300-4	Vote AGAINST IF there is no prima facie evidence the company’s marketing practices are illegal.
3300-5	Vote AGAINST IF the proposal calls for action beyond reporting.	X

SP-Sever Links with Tobacco Industry (3307)

3307-1	Always vote FOR a shareholder proposal to sever links with the tobacco industry.
3307-2	Always vote AGAINST a shareholder proposal to sever links with the tobacco industry.	X
3307-3	Vote AGAINST IF the proposal is submitted to a tobacco company.
3307-4	Vote AGAINST IF the company is NOT a health care company.
3307-5	Vote AGAINST IF the company has retail outlets for tobacco products.
3307-6	Vote AGAINST IF the company provides products to the tobacco industry.
3307-7	Vote AGAINST IF the proposal concerns media outlets for tobacco advertising.
3307-8	Vote AGAINST IF the proposal concerns tobacco farmers.

SP-Review or Reduce Tobacco Harm to Health (3308)

3308-1	Always vote FOR a shareholder proposal that asks the company to review or reduce tobacco harm to health.
3308-2	Always vote AGAINST a shareholder proposal that asks the company to review or reduce tobacco harm to health.	X
3308-3	Vote AGAINST IF the proposal concerns adoption of a no-smoking policy.
3308-4	Vote AGAINST IF the proposal concerns research or changes to product ingredients.
3308-5	Vote AGAINST IF the proposal concerns changes to package labeling and health warnings.

SP-Review or Promote Animal Welfare (3320)

3320-1	Always vote FOR a shareholder proposal that asks management to review or promote animal welfare.
3320-2	Always vote AGAINST a shareholder proposal that asks management to review or promote animal welfare.	X
3320-3	Vote AGAINST IF the proposal calls for an end to consumer product safety tests with animals.
3320-4	Vote AGAINST IF the proposal calls for action beyond reporting.

SP-Review Drug Pricing or Distribution (3340)

3340-1	Always vote FOR a shareholder proposal that asks the company to report or take action on pharmaceutical drug pricing or distribution.
3340-2	Always vote AGAINST a shareholder proposal that asks the company to report or take action on pharmaceutical drug pricing or distribution.

B-38

3340-3	Vote AGAINST IF the proposal asks for more than a report.	X
3340-4	Vote AGAINST IF the proposal relates only to domestic pricing.

SP-Oppose Embryo/Fetal Destruction (3350)

3350-1	Always vote FOR a shareholder proposal that asks the company to take action on embryo or fetal destruction.
3350-2	Always vote AGAINST a shareholder proposal that asks the company to take action on embryo or fetal destruction.	X

SP-Review Nuclear Facility/Waste (3400)

3400-1	Always vote FOR a shareholder proposal that asks the company to review or report on nuclear facilities or nuclear waste.
3400-2	Always vote AGAINST a shareholder proposal that asks the company to review or report on nuclear facilities or nuclear waste.
3400-3	Vote AGAINST IF the proposal asks for action beyond reporting.	X
3400-4	Vote AGAINST IF the proposal asks for cessation of nuclear-related activities.

SP-Review Energy Efficiency & Renewables (3410)

3410-1	Always vote FOR a shareholder proposal that asks the company to review its reliance on nuclear and fossil fuels, its development or use of solar and wind power, or its energy efficiency.
3410-2	Always vote AGAINST a shareholder proposal that asks the company to review its reliance on nuclear and fossil fuels, its development or use of solar and wind power, or its energy efficiency.
3410-3	Vote AGAINST IF the proposal asks for more than a report.	X

SP-Endorse Ceres Principles (3420)

3420-1	Always vote FOR a shareholder proposal that asks management to endorse the Ceres principles.
3420-2	Always vote AGAINST a shareholder proposal that asks management to endorse the Ceres principles.
3420-3	Vote AGAINST IF the company has well-established environmental management practices.
3420-4	Vote AGAINST IF the company has an average or better environmental performance record.

SP-Control Generation of Pollutants (3422)

3422-1	Always vote FOR a shareholder proposal that asks the company to control generation of pollutant(s).
3422-2	Always vote AGAINST a shareholder proposal that asks the company to control generation of pollutant(s).
3422-3	Vote AGAINST IF the proposal asks for action beyond reporting.	X
3422-4	Vote AGAINST IF the company reports its emissions and plans to limit their future growth.
3422-5	Vote AGAINST IF the company reports its emissions and plans to reduce them from established levels.

B-39

SP-Report on Environmental Impact or Plans (3423)

3423-1	Always vote FOR a shareholder proposal that asks the company to report on its environmental impact or plans.
3423-2	Always vote AGAINST a shareholder proposal that asks the company to report on its environmental impact or plans.
3423-3	Vote AGAINST IF management has issued a written statement beyond the legal minimum.	X

SP-Report or Take Action on Climate Change (3425)

3425-1	Always vote FOR a shareholder proposal that asks management to report or take action on climate change.
3425-2	Always vote AGAINST a shareholder proposal that asks management to report or take action on climate change.
3425-3	Vote AGAINST IF management has issued a statement acknowledging a global warming threat.
3425-4	Vote AGAINST IF management acknowledges a global warming threat and has issued company policy.
3425-5	Vote AGAINST IF management has issued a statement and committed to targets and timetable.
3425-6	Vote AGAINST IF the company is not a major emitter of greenhouse gases.

SP-Review or Curb Bioengineering (3430)

3430-1	Always vote FOR a shareholder proposal that asks management to report on, label or restrict sales of bioengineered products.
3430-2	Always vote AGAINST a shareholder proposal that asks management to report on, label or restrict sales of bioengineered products.
3430-3	Vote AGAINST IF the proposal asks for action beyond reporting.	X
3430-4	Vote AGAINST IF the proposal calls for a moratorium on sales of bioengineered products.

SP-Preserve/Report on Natural Habitat (3440)

3440-1	Always vote FOR a shareholder proposal that asks the company to preserve natural habitat.
3440-2	Always vote AGAINST a shareholder proposal that asks the company to preserve natural habitat.
3440-3	Vote AGAINST IF the proposal asks for action beyond reporting.	X
3440-4	Vote AGAINST IF the proposal does not address a unique habitat.

SP-Review Developing Country Debt (3500)

3500-1	Always vote FOR a shareholder proposal asking the company to review its developing country debt and lending criteria and to report to shareholders on its findings.
3500-2	Always vote AGAINST a shareholder proposal asking the company to review their developing country debt and lending criteria and to report to shareholders on its findings.
3500-3	Vote AGAINST IF the proposal asks for action beyond reporting.	X

B-40

SP-Review Social Impact of Financial Ventures (3503)

3503-1	Always vote FOR a shareholder proposal that requests a company to assess the environmental, public health, human rights, labor rights or other socioeconomic impacts of its credit decisions.
3503-2	Always vote AGAINST a shareholder proposal that requests a company to assess the environmental, public health, human rights, labor rights or other socioeconomic impacts of its credit decisions.
3503-3	Vote AGAINST IF the proposal asks for action beyond reporting.	X

SP-Review Fair Lending Policy (3520)

3520-1	Always vote FOR a shareholder proposal requesting reports and/or reviews of plans and/or policies on fair lending practices.
3520-2	Always vote AGAINST a shareholder proposal requesting reports and/or reviews of plans and/or policies on fair lending practices.	X
3520-3	Vote AGAINST IF the proposal asks for action beyond reporting.

SP-Review Plant Closings (3600)

3600-1	Always vote FOR a shareholder proposal that asks the company to establish committees to consider issues related to facilities closure and relocation of work.
3600-2	Always vote AGAINST a shareholder proposal that asks the company to establish committees to consider issues related to facilities closure and relocation of work.	X

SP-Report on EEO (3610)

3610-1	Always vote FOR a shareholder proposal that asks management to report on the company’s affirmative action policies and programs, including releasing its EEO-1 forms and providing statistical data on specific positions within the company.
3610-2	Always vote AGAINST a shareholder proposal that asks management to report on the company’s affirmative action policies and programs, including releasing its EEO-1 forms and providing statistical data on specific positions within the company.
3610-3	Vote AGAINST IF the company releases its EEO-1 reports.
3610-4	Vote AGAINST IF the company’s EEO-1 reports and compliance record indicate it is average.	X
3610-5	Vote AGAINST IF the information indicates a well-established affirmative action program.

SP-Drop Sexual Orientation from EEO Policy (3614)

3614-1	Always vote FOR a shareholder proposal that asks management to drop sexual orientation from EEO policy.
3614-2	Always vote AGAINST a shareholder proposal that asks management to drop sexual orientation from EEO policy.	X

SP-Adopt Sexual Orientation Anti-Bias Policy (3615)

3615-1	Always vote FOR a shareholder proposal that asks management to adopt a sexual orientation non-discrimination policy.
3615-2	Always vote AGAINST a shareholder proposal that asks management to adopt a sexual orientation non-discrimination policy.	X

B-41

SP-Review Mexican Work Force Conditions (3621)

3621-1	Always vote FOR a shareholder proposal that asks management to report on or review Mexican operations.
3621-2	Always vote AGAINST a shareholder proposal that asks management to report on or review Mexican operations.	X

SP-Adopt Standards for Mexican Operation (3622)

3622-1	Always vote FOR a shareholder proposal that asks management to adopt standards for Mexican operations.
3622-2	Always vote AGAINST a shareholder proposal that asks management to adopt standards for Mexican operations.	X

SP-Review or Implement MacBride Principles (3630)

3630-1	Always vote FOR a shareholder proposal that asks management to review or implement the MacBride principles.
3630-2	Always vote AGAINST a shareholder proposal that asks management to review or implement the MacBride principles.
3630-3	Vote AGAINST IF no fair employment problems exist.	X

SP-Urge MacBride on Contractor/Franchisee (3632)

3632-1	Always vote FOR a shareholder proposal that asks the company to encourage its contractors and franchisees to implement the MacBride principles.
3632-2	Always vote AGAINST a shareholder proposal that asks the company to encourage its contractors and franchisees to implement the MacBride principles.
3632-3	Vote AGAINST IF no fair employment problems exist at contractor/franchisee.	X

SP-Review Global Labor Practices (3680)

3680-1	Always vote FOR a shareholder proposal that asks management to report on or review its global labor practices or those of their contractors.
3680-2	Always vote AGAINST a shareholder proposal that asks management to report on or review its global labor practices or those of their contractors.
3680-3	Vote AGAINST IF the company already reports publicly using a recognized standard.
3680-4	Vote AGAINST IF the resolution asks for more than a report.	X

SP-Monitor/Adopt ILO Conventions (3681)

3681-1	Always vote FOR a shareholder proposal that asks management to adopt, implement or enforce a global workplace code of conduct based on the International Labor Organization’s (ILO) core labor conventions.
3681-2	Always vote AGAINST a shareholder proposal that asks management to adopt, implement or enforce a global workplace code of conduct based on the International Labor Organization’s (ILO) core labor conventions.
3681-3	Vote AGAINST IF the proposal asks the company to use third-party monitors.
3681-4	Vote AGAINST IF the company has a reasonable code and monitoring system.	X

B-42

SP-Report on Sustainability (3700)

3700-1	Always vote FOR a shareholder proposal requesting reports on sustainability.
3700-2	Always vote AGAINST a shareholder proposal requesting reports on sustainability.
3700-3	Always vote AGAINST IF the company has already issued a report in GRI format.	X

As revised November 15, 2005

II. Guardian Investor Services LLC

Introduction

In its capacity as investment sub-adviser to RS S&P 500 Index Fund and certain other Funds which may from time to time hold equity securities, GIS has a fiduciary duty to the shareholders of the Funds to evaluate each company in which the Funds invest, in order to satisfy itself that the company meets certain management, financial and corporate governance standards. GIS believes that each investment should reflect a sound economic decision that benefits the shareholders of the Funds; thus, as a guiding principle, in voting proxies GIS seeks to maximize the shareholders’ economic interests. Accordingly, these policies and procedures are designed to ensure that GIS votes proxies in the best interests of shareholders of the Funds, regardless of any relationship between GIS, or any affiliate of GIS, with the company soliciting the proxy. With limited exceptions, GIS intends to vote all proxies solicited by issuers.

Proxy Voting Service

GIS has retained the services of RiskMetrics Group (“RiskMetrics”), an independent proxy voting service, to act as its agent in voting proxies. RiskMetrics performs independent research on the management, financial condition and corporate governance policies of numerous companies, and makes voting recommendations. RiskMetrics votes proxies on GIS’s behalf at shareholder meetings and is responsible for retaining copies of each proxy statement and maintaining records of how each proposal was voted.

In making its voting determinations, RiskMetrics has developed policies that involve an analysis of various factors relevant to the issuer and/or the proxy matter presented. After conducting its own evaluation of RiskMetrics’s factors and policies, GIS has instructed RiskMetrics to make a voting determination based upon the RiskMetrics factors and policies. The policies and the factors RiskMetrics considers in its voting determinations are further detailed in the guidelines. GIS has instructed RiskMetrics to vote “for,” “against,” or on a “case-by-case” basis, along with RiskMetrics’s recommendations. In cases where RiskMetrics may not vote a proxy, a proposal may be referred to GIS for consideration.

Conflicts of Interest

Sometimes a conflict of interest may arise in connection with the proxy voting process. For example, GIS may have a material conflict of interest due to a significant business relationship with the company or a business relationship with a third party that has a material interest in the outcome of the vote, or a GIS employee may have a personal conflict of interest due to a personal or familial relationship with someone at the company soliciting the proxy. Central to these proxy voting policies is GIS’s philosophy that proxies should be voted only in the best interests of the shareholders of the Funds. Accordingly, these proxy voting policies are applied uniformly to avoid material conflicts of interest.

Guardian has taken certain measures to prevent economic or political incentives on the part of fund management or other Guardian business units to influence the outcome of a vote. GIS has created an information barrier between fund management and those other business units that may have inside or other information about a company, to prevent fund management from obtaining information that could have the potential to influence proxy voting decisions.

B-43

If an occasion arises in which RiskMetrics is unable to vote a proxy due to its own conflict of interest, RiskMetrics will ask GIS to provide specific voting instructions. In such situations, GIS shall vote the proxy in accordance with these policies and procedures. In all other cases, RiskMetrics votes proxies on behalf of GIS and the Funds applying uniform policies.

If RiskMetrics is unable to vote a proxy due to a conflict and has referred it to GIS for voting instructions, and there is a potential material conflict of interest between the issuer and Guardian or a Guardian affiliate or employee, the proxy proposal will be referred to GIS’s Oversight Committee. The Oversight Committee will provide voting instructions on the proposal after consulting with the fund manager and taking into account all factors it deems relevant. If the Oversight Committee believes a material conflict exists that cannot be resolved by the committee, it will refer the proposal to the Board of Trustees for guidance.

III. Baillie Gifford Overseas Limited

General Statement and Approach

Baillie Gifford Overseas Limited (“BGO”) recognizes that it has a fiduciary duty to act solely in the best interests of its clients. In that regard BGO and its affiliates (collectively, “Baillie Gifford”) have adopted Global Corporate Governance Principles and Guidelines (the “Guidelines”), which include proxy voting policies and procedures that are designed, among other things, to ensure that proxies for the securities owned by clients for which BGO exercises voting authority and discretion are voted in the best interests of those clients in accordance with BGO’s fiduciary duties, Rule 206(4)-6 under the Investment Advisers Act of 1940 and other applicable law.

The Guidelines include principles (the “Principles”) that articulate corporate governance standards relating to the basic rights and equitable treatment of shareholders, the role of stakeholders (as established by law), disclosure and transparency on all material matters, and the responsibilities and accountability of the board of directors. The Principles are based upon the widely supported principles developed by the Organisation for Economic Cooperation and Development, which BGO believes are appropriate for most markets BGO recognizes, however, that given the differences in national corporate and market regulation, one set of standards is unlikely to be appropriate for all of the markets in which it invests. Therefore, the Guidelines include as appendices detailed corporate governance standards for the United Kingdom and Japan and may include overseas corporate governance codes, where these are available and appropriate. In order to provide an indication of how the Principles should be interpreted in practice, the Guidelines include some “best practice” guidelines as to voting on specific issues (e.g., generally opposing new appointments that combine the role of chairman and chief executive, considering opposing the re-election of non-executive directors who are not independent if they are members of the audit or remuneration committees or if less than three or a minority of the board’s non-executive directors is independent).

BGO recognizes, however, that companies within particular markets operate under significantly differing conditions and for this reason it does not apply any of the principles, practices or standards included in the Guidelines rigidly. Rather, it applies them with care, giving due consideration to the specific circumstances of individual companies. In this way it takes a pragmatic and flexible approach to corporate governance, consistent with its overriding aim of looking after the long term financial interests of its clients.

BGO looks to have confidence in the quality and integrity of management. Consequently, its investment process involves keeping closely in touch with company management, learning how it plans to take the company’s business forward and seeking to understand its goals and attitude towards shareholders. BGO believes that such dialogue is important in selecting successful investments for its clients. Nevertheless, where the formal aspects of a company’s corporate governance fall short of the Guidelines and this is not fully supported by its circumstances, BGO encourages improvements in face to face meetings and, where appropriate, votes against management recommendations at general meetings. In general, BGO focuses on the issues it feels are most significant and where it can be most effective, including the alignment of management’s interests with those of shareholders, the effective operation of the board and its committees and the protection of shareholder rights.

B-44

Proxy Voting Administration

Baillie Gifford’s Corporate Governance Team develops and administers the Guidelines. The Corporate Governance Team sits alongside the investment teams and is supported by personnel dedicated to the voting of proxies. The Corporate Governance Manager reports to the Chief of Investment Staff. In evaluating each proxy, the Corporate Governance Team follows the Guidelines. It also considers third party analysis, Baillie Gifford’s own research and discussions with company management. If a proxy involves a non-routine matter, the Corporate Governance Team will consult with the appropriate investment team regarding the proposed vote.

Conflicts of Interest

BGO recognizes the importance of managing potential conflicts of interest that may exist when voting a proxy solicited by a company with whom Baillie Gifford has a material business or personal relationship. The Corporate Governance Manager is responsible for monitoring possible material conflicts of interest with respect to proxy voting. Application of the Guidelines to vote proxies will in most instances adequately address any possible conflicts of interest. However, as noted above, BGO does not rigidly apply the Guidelines and proxies may relate to matters not specifically addressed in the Guidelines. For proxy votes that involve a potential conflict of interest, that are inconsistent with (or not covered by) the Guidelines but that are consistent with management’s recommendation, the Management Committee, which comprises five senior Baillie Gifford partners, will review the voting rationale, consider whether business relationships between Baillie Gifford and the company have influenced the proposed inconsistent vote and decide the course of action to be taken in the best interests of its clients.

If BGO invests on behalf of its advisory clients in pooled vehicles advised by Baillie Gifford (in-house pooled funds), it will provide such clients with the opportunity to direct how their units in these funds should be voted on non-routine matters.

Overseas Voting — Share Blocking

For clients that have delegated voting authority and discretion to BGO, BGO endeavors to vote all of their shares in all markets. However, it is difficult to vote in some overseas markets because of costly trading restrictions. For example, in the French and Italian markets, BGO’s clients’ shares are “blocked,” which means that BGO is unable to direct selling should it so desire, from the time that it votes until the close of the company meeting. This is clearly a risk to clients, particularly if BGO might consider selling the shares. BGO will therefore only vote in these markets where it views the benefits of voting clients’ shares, such as with respect to a merger or acquisition, as exceeding the risks involved.

B-45

PART C. OTHER INFORMATION

Item 28. Exhibits.

a(i).	Amended and Restated Agreement and Declaration of Trust of RS Investment Trust (the “Trust” or “Registrant”).(C)
a(ii).	Amendment to Amended and Restated Agreement and Declaration of Trust of Registrant.(C)
a(iii).	Amendment to Amended and Restated Agreement and Declaration of Trust of Registrant.(O)
b.	By-Laws of Registrant as amended through November 7, 2007.(O)
c(i).	Specimen Share Certificate.(A)
c(ii).	Portions of Amended and Restated Agreement and Declaration of Trust Relating to Shareholders’ Rights.(E)
c(iii).	Portions of By-Laws Relating to Shareholders’ Rights.(C)
d(i)(a).	Amended and Restated Investment Advisory Agreement between RS Investment Management Co. LLC and Registrant.(I)
d(i)(b).	Amended Schedule 1 to Investment Advisory Agreement. (Q)
d(ii)(a)(i).	Sub-Advisory, Sub-Administration and Accounting Services Agreement between RS Investment Management Co. LLC and Guardian Investor Services LLC.(H)
d(ii)(a)(ii).	Amendment to Sub-Advisory, Sub-Administration and Accounting Services Agreement.(M)
d(ii)(a)(iii).	Amended and Restated Annex A to Sub-Advisory, Sub-Administration and Accounting Services Agreement. (Q)
d(ii)(b).	Sub-Advisory, Sub-Administration and Accounting Services Agreement between RS Investment Management Co. LLC and Guardian Baillie Gifford Limited.(I)
d(ii)(c).	Sub-Sub-Investment Advisory Agreement between Guardian Baillie Gifford Limited and Baillie Gifford Overseas Limited.(I)
e(i).	Distribution Agreement with Guardian Investor Services LLC.(H)
e(ii).	Amended and Restated Annex A to Distribution Agreement. (filed herewith)
f.	Inapplicable.
g(i).	Master Custodian Agreement between Registrant, RS Variable Products Trust, and State Street Bank and Trust Company.(J)
g(ii).	Amendment to Master Custodian Agreement. (L)

g(iii).	Amendment to Master Custodian Agreement. (Q)
h(i).	Transfer Agency and Services Agreement between Boston Financial Data Services and Registrant.(N)
h(ii)(a).	Administration Agreement between Registrant, RS Variable Products Trust, and State Street Bank and Trust Company.(K)
h(ii)(b).	Amendment to Administration Agreement. (Q)
i.	Opinion and Consent of Ropes & Gray LLP. (previously filed)
j.	Consent of PricewaterhouseCoopers LLP.*
k.	Inapplicable.
l.	Letter of Understanding Relating to Initial Capital.(A, B)
m(i).	Restated Plan pursuant to Rule 12b-1.(D)
m(ii).	Amended and Restated Distribution Plan pursuant to Rule 12b-1.(G)
n.	18f-3 Plan.(G)
o.	Reserved
p(i).	Code of Ethics of RS Investment Management Co. LLC, the Trust and RS Variable Products Trust.(O)
p(ii)(a).	Code of Ethics of Guardian Investor Services LLC. (L)
p(ii)(b).	Code of Ethics for Principal Executive and Senior Financial Officers of the Guardian-Sponsored Mutual Funds of Guardian Investor Services LLC.(G)
p(iii).	Code of Ethics of Guardian Baillie Gifford Limited and Baillie Gifford Overseas Limited.(M)
q(i).	Powers of Attorney for the following Trustee of RS Investment Trust: Judson Bergman.(F)
q(ii).	Powers of Attorney for the following Trustee of RS Investment Trust: Anne M. Goggin, Esq.(G)
q(iii)	Power of Attorney for the Treasurer and Principal Financial and Accounting Officer of RS Investment Trust: James E. Klescewski.(G)
q(iv).	Power of Attorney for the following Trustee of RS Investment Trust: Kenneth R. Fitzsimmons.(K)
q(v).	Powers of Attorney for the following Trustees of RS Investment Trust: Christopher C. Melvin, Gloria S. Nelund, and John P. Rohal.(L)
q(vi).	Power of Attorney for the following Trustee of RS Investment Trust: Dennis J. Manning. (P)

Incorporated by a reference to like-numbered exhibits:

(A) Previously filed as part of the Trust’s Registration Statement filed August 12, 1987.

(B) Previously filed as part of the Post-Effective Amendment No. 19 to the Trust’s Registration Statement on July 5, 1994.

(C) Previously filed as part of the Post-Effective Amendment No. 34 to the Trust’s Registration Statement on March 4, 1999.

(D) Previously filed as part of the Post-Effective Amendment No. 40 to the Trust’s Registration Statement on January 9, 2001.

(E) Previously filed as part of the Post-Effective Amendment No. 50 to the Trust’s Registration Statement on September 30, 2005.

(F) Previously filed as part of the Post-Effective Amendment No. 52 to the Trust’s Registration Statement on July 3, 2006.

(G) Previously filed as part of the Post-Effective Amendment No. 56 to the Trust’s Registration Statement on September 28, 2006.

(H) Previously filed as part of the Post-Effective Amendment No. 59 to the Trust’s Registration Statement on November 1, 2006.

(I) Previously filed as part of the Post-Effective Amendment No. 64 to the Trust’s Registration Statement on March 2, 2007.

(J) Previously filed as part of the Post-Effective Amendment No. 68 to the Trust’s Registration Statement on May 9, 2007.

(K) Previously filed as part of the Post-Effective Amendment No. 69 to the Trust’s Registration Statement on July 23, 2007.

(L) Previously filed as part of the Post-Effective Amendment No. 70 to the Trust’s Registration Statement on February 29, 2008.

(M) Previously filed as part of the Post-Effective Amendment No. 71 to the Trust’s Registration Statement on May 1, 2008.

(N) Previously filed as part of the Post-Effective Amendment No. 72 to the Trust’s Registration Statement on September 16, 2008.

(O) Previously filed as part of the Post-Effective Amendment No. 73 to the Trust’s Registration Statement on February 27, 2009.

(P) Previously filed as part of the Post-Effective Amendment No. 76 to the Trust’s Registration Statement on October 2, 2009.

(Q) Previously filed as part of the Post-Effective Amendment No. 78 to the Trust’s Registration Statement on December 23, 2009.

* To be filed by amendment.

Item 29. Persons Controlled By or Under Common Control With Registrant.

RS Investment Management Co. LLC (“RS Investments”) is the investment adviser for each of the series of the Registrant. Guardian Investor Services LLC (“GIS”) owns a majority of the outstanding interests in RS Investments. GIS is a subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”), a New York mutual insurance company. The following list sets forth the persons directly controlled by Guardian Life as of December 31, 2009. Those entities that are indented under another entity are subsidiaries of that entity and, therefore, indirect subsidiaries of Guardian Life.

Name	State of Incorporation or Organization	Percentage of Voting Securities Owned
The Guardian Insurance & Annuity Company, Inc.	Delaware	100%
Guardian Baillie Gifford Limited	Scotland	51%
Park Avenue Securities LLC	Delaware	100%
Guardian Investor Services LLC	Delaware	100%
Berkshire Life Insurance Company of America	Massachusetts	100%

Guardian Trust Company, FSB	Federal Savings Bank	100%
Park Avenue Life Insurance Company	Delaware	100%
Family Service Life Insurance Company	Texas	100%
Sentinel American Life Insurance Company	Texas	100%
Managed Dental Care	California	100%
First Commonwealth, Inc.	Delaware	100%
First Commonwealth Limited Health Services Corporation	Illinois	100%
First Commonwealth Limited Health Services Corporation	Wisconsin	100%
First Commonwealth of Illinois, Inc.	Illinois	100%
First Commonwealth of Missouri, Inc.	Missouri	100%
First Commonwealth Limited Health Service Corporation of Michigan	Michigan	100%
First Commonwealth Insurance Company	Illinois	100%
Managed DentalGuard, Inc.	New Jersey	100%
Managed DentalGuard, Inc.	Texas	100%
Innovative Underwriters, Inc.	New Jersey	100%
Hanover Acquisition LLC	Delaware	100%
American Financial Systems, Inc.	Massachusetts	100%
Segurosevicla.com, Inc.	Delaware	100%
SdeV.com, Inc.	Delaware	100%
eMoney Advisor Holdings, LLC	Delaware	65%
eMoney Advisor, LLC	Delaware	65%
RS Tax-Exempt Fund	Massachusetts	[    ]%
RS International Growth Fund	Massachusetts	[    ]%
RS Investment Quality Bond Fund	Massachusetts	[    ]%
RS Small Cap Equity Fund	Massachusetts	[    ]%
RS Emerging Markets Fund	Massachusetts	[    ]%
RS High Yield Bond Fund	Massachusetts	[    ]%
RS Small Cap Growth Equity VIP Series	Massachusetts	[    ]%
RS S&P 500 Index VIP Series	Massachusetts	[    ]%
RS High Yield Bond VIP Series	Massachusetts	[    ]%
RS S&P 500 Index Fund	Massachusetts	[    ]%
RS Large Cap Alpha Fund	Massachusetts	[    ]%
RS Partners VIP Series	Massachusetts	[    ]%
RS Low Duration Bond Fund	Massachusetts	[    ]%
RS Low Duration Bond VIP Series	Massachusetts	[    ]%
RS Value VIP Series	Massachusetts	[    ]%
RS Global Natural Resources VIP Series	Massachusetts	[    ]%

Item 30. Indemnification.

Under the terms of Registrant’s By-Laws, Article VI, Registrant is required, subject to certain exceptions and limitations, to indemnify and insure its trustees, officers, employees, agents and other persons who may be indemnified by Registrant under the Investment Company Act of 1940 (the “1940 Act”).

The Registrant, at its expense, provides liability insurance for the benefit of its Trustees and officers.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the Trust’s By-laws, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 31. Business and Other Connections of Investment Adviser.

RS Investment Management Co. LLC

Information about the managing directors of RS Investments is set forth in Parts A and B herein.

Guardian Investor Services LLC

GIS serves as investment sub-adviser 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 Money Market Fund, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund. GIS is responsible for the day-to-day management of the nine Funds, which includes buying and selling securities, choosing brokers and negotiating commissions. GIS is also the manager of Gabelli Capital Asset Fund. GIS is a Delaware limited liability company and is a subsidiary of Guardian Life. GIS is located at 7 Hanover Square, New York, New York 10004. GIS is the underwriter and 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”) through certain of its separate accounts. These separate accounts are all unit investment trusts registered under the Investment Company Act of 1940, as amended.

GIS owns a majority of the ownership interest in RS Investments.

A list of GIS’ officers and directors is set forth below, indicating the business, profession, vocation or employment of a substantial nature in which each person has been engaged during the past two fiscal years for his or her own account or in the capacity of director, officer, partner, or trustee, aside from any affiliation with the Registrant. Except where otherwise noted, the principal business address of each company is 7 Hanover Square, New York, New York 10004.

Name	Position(s) with GIS	Other Substantial Business, Profession, Vocation or Employment
Robert E. Broatch	Manager	Executive Vice President, Chief Financial, Risk & Operational Excellence Officer, The Guardian Life Insurance Company of America. Director, The Guardian Insurance & Annuity Company, Inc.
Armand M. de Palo	Manager	Executive Vice President and Corporate Actuary, The Guardian Life Insurance Company of America. Director, The Guardian Insurance & Annuity Company, Inc.
Gary B. Lenderink	Manager	Executive Vice President & Chief Transformation Officer, The Guardian Life Insurance Company of America. Director, The Guardian Insurance & Annuity Company, Inc.

Richard A. Cumiskey	Senior Vice President and Chief Compliance Officer	Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America; Senior Vice President and Chief Compliance Officer, The Guardian Insurance and Annuity Company, Inc.
John H. Walter	Senior Vice President and Controller, Equity Financial Management & Control	Vice President & Controller, The Guardian Insurance & Annuity Company, Inc.; Vice President and Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America; Second Vice President, Financial Reporting 9/05 to 4/06; Assistant Vice President, Equity Financial Management and Control, The Guardian Life Insurance Company of America, prior thereto.
Richard T. Potter, Jr.	Senior Vice President and Counsel	Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance and Annuity Company, Inc.
Thomas G. Sorell	Executive Vice President and Chief Investment Officer	Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America. Executive Vice President and Chief Investment Officer, The Guardian Insurance and Annuity Company, Inc. Director, Guardian Baillie Gifford, Ltd.
Donald P. Sullivan	Executive Vice President, Broker-Dealer, Equity Administration	Senior Vice President, Agency Distribution & PAS, The Guardian Life Insurance Company of America.
Peggy L. Coppola	Senior Vice President, Equity Business Development	Vice President, The Guardian Life Insurance Company of America.
Joseph A. Caruso	Manager, Executive Vice President and Corporate Secretary	Executive Vice President and Corporate Secretary, The Guardian Life Insurance Company of America. Director, Executive Vice President and Secretary, The Guardian Insurance and Annuity Company, Inc.; Director, Guardian Baillie Gifford Ltd.
Margaret W. Skinner	Manager, President	Executive Vice President, Individual Products Distribution, The Guardian Life Insurance Company of America; Senior Vice President, Life and Health Distribution. Executive Vice President of Product Distribution, Guardian Insurance & Annuity Company, Inc.

Guardian Baillie Gifford Limited

Guardian Baillie Gifford Limited (“GBG”) serves as the investment sub-adviser for RS International Growth Fund and RS Emerging Markets Fund. GBG is an investment management company based in Edinburgh, Scotland. Baillie Gifford Overseas Limited (“BG Overseas”) is responsible for the day-to-day investment management of the two Funds. Guardian Life owns 51% of GBG, and the remaining 49% is owned by BG Overseas. GBG is regulated by the Financial Services Authority, an independent regulator of investment advisory firms. GBG is located at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland. A list of GBG’s executive officers and directors is set forth below, indicating the business, profession, vocation or employment of a substantial nature in which each person has been engaged during the past two fiscal years for his or her own account or in the capacity of director, officer, partner, or trustee, aside from any affiliation with the Registrant.

Name	Position with GBG	Other Substantial Business Affiliations
Edward H. Hocknell	Director	Partner: Baillie Gifford & Co.* Director: Baillie Gifford Overseas Limited.*
Rowan Robin Menzies	Director	Partner: Baillie Gifford & Co.* Director: Baillie Gifford Overseas Limited.*
Dennis J. Manning	Director	Trustee, RS Investment Trust.*** Trustee, RS Variable Products Trust.*** President & Chief Executive Officer, The Guardian Life Insurance Company of America; Director, The Guardian Insurance & Annuity Company, Inc.** Chairman, RS Investments.***
Thomas G. Sorell	Director	Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 2003. Executive Vice President and Chief Investment Officer, The Guardian Insurance and Annuity Company, Inc.**
Joseph A. Caruso	Director	Director, Executive Vice President and Corporate Secretary, The Guardian Life Insurance Company of America. Director, Senior Vice President and Corporate Secretary, 2005-2006; Senior Vice President and Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance and Annuity Company, Inc.

* Principal business address is 1 Greenside Row, Edinburgh, EH1 3AN, Scotland.

** Principal business address is 7 Hanover Square, New York, New York 10004.

*** Principal business address is 388 Market Street, San Francisco, California 94111.

Baillie Gifford Overseas Limited

BG Overseas serves as the sub-sub-adviser for RS International Growth Fund and RS Emerging Markets Fund. 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. 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 U.K. BG Overseas and Baillie Gifford & Co. are located at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland.

A list of BG Overseas’ directors is set forth below, indicating the business, profession, vocation or employment of a substantial nature in which each person has been engaged during the past two fiscal years for his or her own account or in the capacity of director, officer, partner, or trustee, aside from any affiliation with the Registrant. Except where otherwise noted, the principal business address of each individual in his capacity as director of BG Overseas is 1 Greenside Row, Edinburgh, EH1 3AN, Scotland.

Name	Position with BG Overseas	Other Substantial Business Affiliations
Alexander J . Callander	Director	Partner & Chief Executive Officer: Baillie Gifford & Co Director & Chairman: Baillie Gifford & Co Limited Director & Chairman: Baillie Gifford Savings Management Limited Director & Chairman: Baillie Gifford Life Limited Chairman/Director: Mitsubishi UFJ Baillie Gifford Asset Management Limited Manager &Chairman: Baillie Gifford International LLC
W. Angus B. McLeod	Director	Partner: Baillie Gifford & Co Director: Mitsubishi UFJ Asset Management Limited
R. Rowan Menzies	Director	Partner: Baillie Gifford & Co Director/Chief Executive: Guardian Baillie Gifford Limited Trustee, Chairman of the Board & President: Baillie Gifford Funds
Edward H. Hocknell	Director	Partner: Baillie Gifford & Co Director : Guardian Baillie Gifford Limited Vice President: Baillie Gifford Funds
Peter N. D. Cooke	Director	Partner: Baillie Gifford & Co Manager: Baillie Gifford International LLC Vice President: Baillie Gifford Funds
Andrew J. Telfer	Chairman & Chief Executive Officer	Partner: Baillie Gifford & Co Director: Mitsubishi UFJ Baillie Gifford Asset Management Limited Manager: Baillie Gifford International LLC Vice President: Baillie Gifford Funds

T. Scott Nisbet	Director	Partner: Baillie Gifford & Co
Nigel E. Morecroft	Director	Partner: Baillie Gifford & Co
Peter C. Hadden	Director	Director: Baillie Gifford & Co Vice President: Baillie Gifford Funds

For information as to any other business, vocation or employment of a substantial nature in which RS Investments, GIS, GBG, or BG Overseas or each of their officers and directors are or have been engaged for his, her, or its own account or in the capacity of director, officer, employee, partner or trustee, within the last two fiscal years, reference is made to the Form ADV filed by each of them under the Investment Advisers Act of 1940, as amended, which are available on the Internet at www.sec.gov.

Item 32. Principal Underwriter.

GIS is the principal underwriter with respect to each series of the Registrant. The following is the relevant information for GIS.

(a) GIS is the principal underwriter and distributor of the twenty-two series funds comprising RS Investment Trust, namely: RS Select Growth Fund, RS Small Cap Growth Fund, RS Growth Fund, RS Technology Fund, RS Mid Cap Growth Fund, RS Global Natural Resources Fund, RS Investors Fund, RS Partners Fund, RS Value Fund, RS Large Cap Alpha Fund, RS Small Cap Equity 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 Money Market Fund, RS High Yield Municipal Bond Fund, RS Floating Rate Fund, and RS Strategic Income Fund. In addition, GIS is the distributor of variable annuities and variable life insurance policies issued by GIAC through certain of its separate accounts. These separate accounts are registered as unit investment trusts under the 1940 Act and buy and sell shares of RS Variable Products Trust on behalf of GIAC’s variable contractowners.

(b) The principal business address of the officers and managers of GIS listed below is 7 Hanover Square, New York, New York 10004.

Name	Position(s) with Underwriter	Position(s) with Registrant
Robert E. Broatch	Manager	None
Armand M. de Palo	Manager	None
Gary B. Lenderink	Manager	None
Thomas G. Sorell	Executive Vice President and Chief Investment Officer	None
Richard T. Potter, Jr.	Senior Vice President and Counsel	None
Donald P. Sullivan, Jr.	Executive Vice President	None
Peggy L. Coppola	Senior Vice President	None
Joseph A. Caruso	Manager, Executive Vice President and Corporate Secretary	None
John H. Walter	Vice President and Controller, Senior Vice President, Equity Financial Management & Control	None
Margaret W. Skinner	Manager, President	None
Richard A. Cumisky, Jr.	Senior Vice President and Chief Compliance Officer	None

(c) Not Applicable.

Item 33. Location of Accounts and Records.

Most of the Registrant’s accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the custodian and the transfer agent for the Registrant, State Street Bank and Trust Company, 1776 Heritage Drive, North Quincy, Massachusetts 02171. The Registrant’s corporate records are maintained by the Registrant at its offices, 388 Market Street, San Francisco, CA 94111.

Item 34. Management Services.

Not applicable.

Item 35. Undertakings.

The Registrant has made the following undertakings which are still applicable:

(a) Registrant has undertaken to comply with Section 16(a) of the Investment Company Act of 1940, as amended, which requires the prompt convening of a meeting of shareholders to elect trustees to fill existing vacancies in the Registrant’s Board of Trustees in the event that less than a majority of the trustees have been elected to such position by shareholders. Registrant has also undertaken to promptly call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee or Trustees when requested in writing to do so by the record holders of not less than 10 percent of the Registrant’s outstanding shares and to assist its shareholders in communicating with other shareholders in accordance with the requirements of Section 16(c) of the Investment Company Act of 1940, as amended.

(b) Registrant has undertaken to furnish each person to whom a prospectus is delivered with a copy of the Registrant’s latest annual report to shareholders when available, upon request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940 (the “1940 Act”), the Registrant, RS Investment Trust, has duly caused this Post-Effective Amendment No. 79 under the Securities Act and Post-Effective Amendment No. 81 under the 1940 Act to be signed on its behalf by the undersigned, thereto duly authorized, in the City and County of San Francisco and State of California, on the 1st day of March, 2010.

RS Investment Trust
By:	/S/ TERRY R. OTTON
	Terry R. Otton
	Title:	President and Principal Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 79 to the Registration Statement on Form N-1A of RS Investment Trust has been signed below by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ TERRY R. OTTON Terry R. Otton	Trustee, President and Principal Executive Officer	March 1, 2010
JAMES E. KLESCEWSKI* James E. Klescewski	Treasurer and Principal Financial and Accounting Officer	March 1, 2010
JUDSON BERGMAN* Judson Bergman	Trustee	March 1, 2010
KENNETH R. FITZSIMMONS JR.* Kenneth R. Fitzsimmons, Jr.	Trustee	March 1, 2010
ANNE M. GOGGIN* Anne M. Goggin	Trustee	March 1, 2010
DENNIS J. MANNING* Dennis J. Manning	Trustee	March 1, 2010
CHRISTOPHER C. MELVIN* Christopher C. Melvin	Trustee	March 1, 2010
GLORIA S. NELUND* Gloria S. Nelund	Trustee	March 1, 2010
JOHN P. ROHAL* John P. Rohal	Trustee	March 1, 2010

* By:	/S/ BENJAMIN L. DOUGLAS
	Benjamin L. Douglas Attorney-in-Fact pursuant to the powers of attorney previously filed or filed herewith

EXHIBIT INDEX

RS INVESTMENT TRUST

EXHIBIT NO.	TITLE OF EXHIBIT
e(ii).	Amended and Restated Annex A to Distribution Agreement.