Fund Facts (Class A)

Investment Style: Mid-Cap Value Ticker Symbol: RSVAX Cusip Number: 74972H309 Date of Inception: 6/30/93

Minimum Investment: $2,500; $1,000 for IRA Minimum Subsequent Investment: $100 Sales Load: See pages 113-120 of the Prospectus Redemption Fee: None

Management

		Andy Pilara   Co-portfolio manager of the RS Value Fund, RS Partners Fund, RS Investors Fund, and RS Global Natural Resources Fund   •   Tenure with RS Investments (RS): September 1993   •   Tenure as Portfolio Manager: 1999   •   Prior Experience: President of Pilara Associates, a private investment firm       specializing in value investing, for 19 years   •   Education: B.A. from St. Mary's College of California
		MacKenzie Davis   Co-portfolio manager of the RS Value Fund, RS Partners Fund, RS Investors Fund, and RS Global Natural Resources Fund   •   Tenure with RS: March 2004   •   Tenure as Co-Portfolio Manager: October 2006   •   Prior Experience: High-yield analyst at Fidelity Management & Research Company       for four years; vice president at Fidelity Capital Markets for four years; analyst       at Goldman Sachs & Company for two years   •   Education: A.B. from Brown University and is a Chartered Financial Analyst
		David Kelley   Co-portfolio manager of RS Value Fund, RS Partners Fund, and RS Investors Fund   •   Tenure with RS: November 2002   •   Tenure as Co-Portfolio Manager: January 2004   •   Prior Experience: Small-cap analyst at Pequot Capital Management from 2001       to 2002; analyst with Crestwood Capital, an ING affiliated hedge fund group for       three years; associate with Goldman Sachs & Company in the mergers and       acquisitions department for three years   •   Education: B.A. from Yale University and M.B.A. from Harvard Business School
		Joe Wolf   Co-portfolio manager of RS Value Fund, RS Partners Fund, and RS Investors Fund   •   Tenure with RS: December 2001   •   Tenure as Co-Portfolio Manager: January 2004   •   Prior Experience: Founder, director, and vice president of corporate development       for zUniversity, an affinity marketing company focused on university students and       alumni for two years; senior financial analyst at Goldman Sachs & Company for four       years in both the equities division and strategic consulting group   •   Education: B.A. from Vanderbilt University and M.B.A. from Harvard Business School

Investment Objective
Long-term capital appreciation.

Investment Strategy
The Fund invests principally in equity securities that RS Investments 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 $54.6 billion, based on the size of the largest company on March 31, 2008). In evaluating investments for the Fund, RS Investments employs a return on capital analysis, combining balance sheet and cash flow analysis. 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.

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.

Investment Process
In evaluating investments for the Fund, RS Investments employs a value methodology, combining balance sheet and cash flow analysis. We typically perform fundamental analysis to identify companies that it believes are undervalued—including, for example, companies that have not yet been discovered or have not yet become popular, unpopular companies with potential for increases in value due to structural changes or due to changed circumstances, or previously popular companies that are out of favor due to short-term factors.

We may perform a number of analyses in evaluating a potential investment, including, for example:
  •   performing fundamental research focusing on business analysis;
  •   observing how management allocates capital;
  •   striving to understand the unit economics of the business of the company;
  •   studying the cash flow rate of return on capital employed;
  •   discerning the sources and uses of cash;
  •   considering how management is compensated;
  •   asking how the stock market is pricing the entire company.

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

Risk Factors
As with all mutual funds, the value of an investment in the Fund could decline, so you could lose money. Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments.

Fund Metrics (Class A)

As of 5/1/08 Management Fees: 0.85% Distribution (12b-1) Fees: 0.25% Other Expenses: 0.23%1 Total Annual Fund Operating Expenses: 1.33%2		As of 6/30/08 Number of Positions: 41 Average Market Cap: $9.8 billion Median Market Cap: $5.7 billion Weighted Avg Market Cap: $7.0 billion 2008 P/E: 18.5x 3-Year Sales Growth: 9.1% Fund Assets: $2.4 billion Beta: 0.983 R2: 0.833
1"Other Expenses" include expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles ("Acquired Funds") of 0.01% or less of the Fund's average daily net assets for the fiscal year ended December 31, 2007. 2 RS Investments has contractually agreed through April 30, 2009 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 Acquired Funds, 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. 3 Risk characteristics are relative to the Russell Midcap® Value Index as of 6/30/08, and for the three-year period.

Performance Update (Class A)
Average Annual Total Returns For Periods ended 9/30/08

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. As of the most current prospectus, the Fund's total gross annual operating expense ratio for the Class A shares is 1.33%. Class A performance quoted "with maximum sales charge" reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Any sales charges are in addition to the Fund's fees and expenses as detailed in the Fund's most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 800-766-3863 and is frequently updated on our Web site: www.RSinvestments.com.

* 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. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

Top Ten Holdings
as of 6/30/08

Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.

Sector Allocation
as of 6/30/08

The Fund's holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.

Quarterly Fund Commentaries   (as of 9/30/08)

  Third Quarter 2008
  Second Quarter 2008
  First Quarter 2008
  Fourth Quarter 2007
  Third Quarter 2007
  Second Quarter 2007
  First Quarter 2007