<PAGE>
RS INVESTMENT TRUST
(FORMERLY, ROBERTSON STEPHENS INVESTMENT TRUST)
FUND PROSPECTUS SUPPLEMENT
TO CLASS A PROSPECTUS DATED MARCH 1, 1998,
AS REVISED SEPTEMBER 22, 1998
MANAGEMENT OF THE FUNDS. The information appearing in the "Management of the
Funds" section is replaced in its entirety with the following:
"INVESTMENT ADVISERS
The Trustees of the Trust are responsible for generally overseeing the
conduct of the Trust's business. RS Investment Management, L.P. (formerly known
as Robertson, Stephens & Company Investment Management, L.P.), 555 California
Street, San Francisco, CA 94104, is the investment adviser for each of the Funds
other than the Emerging Growth Fund. RS Investment Management, L.P. ("RSIM,
L.P."), a California partnership, was formed in 1993. RS Investment Management,
Inc. (formerly known as "Robertson Stephens Investment Management, Inc."), 40
Tower Lane, Avon Park South, Avon, Connecticut 06001 is the investment advisor
for the Emerging Growth Fund. RS Investment Management, Inc. ("RSIM, Inc.")
commenced operations in March 1986.
RS Investment Management Co. LLC ("RSIM Co."), a Delaware limited
liability company, is the owner of all of the outstanding beneficial interest in
RSIM, L.P. and RSIM, Inc. RSIM Co. is principally owned by senior managers and
portfolio managers of RS Investment Management.
Subject to such policies as the Trustees may determine, RS Investment
Management furnishes a continuing investment program for the Funds and makes
investment decisions on their behalf pursuant to Investment Advisory Agreements
with each Fund. The Trust pays all expenses not assumed by RS Investment
Management including, among other things, Trustees' fees, auditing, accounting,
legal, custodial, investor servicing, and shareholder reporting expenses, and
payments under the Funds' Distribution Plans.
RS Investment Management places all orders for purchases and sales of the
Funds' investments. In selecting broker-dealers, RS Investment Management may
consider research and brokerage services furnished to it and its affiliates.
Affiliates of RS Investment Management may receive brokerage commissions from
the Funds in accordance with procedures adopted by the Trustees under the
Investment Company Act of 1940 which require periodic review of these
transactions. Subject to seeking the most favorable price and execution
available, RS Investment Management may consider sales of shares of the Funds as
a factor in the selection of broker-dealers.
RS Investment Management may at times bear certain expenses of the Funds.
The Investment Advisory Agreements between the Funds and RS Investment
Management permit RS Investment Management to seek reimbursement for those
expenses.
ADMINISTRATIVE SERVICES. Each of the DIVERSIFIED GROWTH, GROWTH &
INCOME, GLOBAL NATURAL RESOURCES, GLOBAL VALUE, INFORMATION AGE and MICROCAP
GROWTH FUNDS has entered into an agreement with RSIM, L.P. pursuant to which
RSIM, L.P. provides administrative services to the Fund. No fees are payable by
the Funds under the agreement.
SUB-ADVISERS
Elijah Asset Management, LLC ("Elijah Asset Management"), 555 California
St., San Francisco, California 94104, a newly formed Delaware limited liability
company, serves as sub-adviser to The Information Age Fund-TM- and the Value +
Growth Fund in respect to all of the assets of those Funds. Eastbourne
Management, L.L.C. ("Eastbourne"), 555 California St., San Francisco, California
94104, serves as a sub-adviser in respect of a portion of the assets of The
Contrarian Fund-TM-. (Each of Elijah Asset Management and Eastbourne is
sometimes referred to as a "Sub-Adviser".) Subject to such policies as the
Trustees or RSIM, L.P. may determine, each Sub-Adviser manages such of the
Fund's assets as are allocated to it in accordance with the Fund's investment
objective, policies, and limitations. Each Sub-Adviser also makes investment
decisions for the Fund as to those assets and places orders to purchase and sell
securities and other investments for such Fund in respect of those assets.
ELIJAH ASSET MANAGEMENT, LLC. Mr. Ronald E. Elijah owns a majority of
the outstanding voting interest in Elijah Asset Management. Under the
sub-advisory agreement with Elijah Asset Management, RSIM, L.P will pay a fee to
Elijah Asset Management with respect to each of The Information Age Fund-TM- and
the Value + Growth Fund equal to 50% of the fees paid to RSIM, L.P. by each of
those Funds pursuant to the Investment Advisory Agreement.
Pursuant to an agreement with RSIM, L.P., Elijah Asset Management has
agreed to employ Mr. Ronald Elijah as the full-time principal portfolio manager
of The Information Age Fund-TM- and the Value + Growth Fund. Previously, Mr.
Elijah managed these Funds as an employee of RSIM, L.P.
EASTBOURNE MANAGEMENT, L.L.C. Mr. Rick Barry, who served as a member of
the portfolio management team for The Contrarian Fund-TM- while previously
employed by RSIM, L.P., owns the majority of the outstanding membership interest
in Eastbourne; certain employees of Eastbourne own the remaining membership
interests. RSIM, L.P. allocates a portion of the Contrarian Fund's assets for
management by Eastbourne in circumstances where RSIM, L.P. believes that
management of those assets by Eastbourne would be in the best interests of the
Fund, such as where RSIM, L.P. believes that an increase in, or change to, the
Fund's short positions might be desirable, or where it believes that long
investments by the Fund might be desirable in sectors or companies where
Eastbourne might offer a successful investment program. RSIM, L.P. pays a fee to
Eastbourne in an amount equal to 40% of the fees received by RSIM, L.P. pursuant
to the Investment Advisory Agreement in respect of assets allocated to
Eastbourne."
PORTFOLIO MANAGER. The information appearing in the "Portfolio Managers"
section regarding Cathy Baker, Roderick R. Berry, Ronald E. Elijah, and The
Contrarian Fund-TM- is deleted and replaced with the following:
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"Roderick R. Berry, formerly an employee of RSIM, L.P. and now a member of
Elijah Asset Management, serves as a co-portfolio manager of The Information Age
Fund-TM-. Prior to joining Elijah Asset Management, Mr. Berry was a member of
the RS Investment Management research team. He has served on the management team
of that Fund since its inception. Prior to joining RS Investment Management, Mr.
Berry worked for USL Capital for six years as both an investment officer and a
financial manager. Prior to joining USL Capital, he was the assistant product
manager for interest-bearing checking at Wells Fargo Bank. From 1987-1989, Mr.
Berry was president and founder of the Bay Area Optical Laboratory, Inc., a
wholesale optical laboratory. He holds a B.A. in economics from Stanford
University and an M.B.A. from the J.L. Kellogg School at Northwestern
University.
Ronald E. Elijah, formerly an employee of RSIM, L.P. and now a managing member
of Elijah Asset Management, LLC, has managed the Value + Growth Fund's portfolio
since that Fund's inception in April 1992. Mr. Elijah is also the portfolio
manager for The Information Age Fund-TM-. From August 1985 to January 1990, Mr.
Elijah was a securities analyst for Robertson, Stephens & Company LLC. From
January 1990 to January 1992, Mr. Elijah was an analyst and portfolio manager
for Water Street Capital, which managed short selling investment funds. He holds
a master's degree in economics from Humboldt State University and an M.B.A. with
an emphasis in finance from Golden Gate University.
The Contrarian Fund-TM- is managed by a team of investment professionals at RS
Investment Management and Eastbourne Management, L.L.C."
NAME CHANGES. The name of each Fund has been changed by substituting for the
words "Robertson Stephens" the letters "RS", except that the name of the
Robertson Stephens Contrarian Fund has been changed to "The Contrarian
Fund-TM-", and the name of the Robertson Stephens Information Age Fund has been
changed to "The Information Age Fund-TM-." The name of Robertson, Stephens &
Company Investment Management, L.P. has been changed by substituting for the
words "Robertson, Stephens & Company" the letters "RS."
EXPENSE SUMMARY: The information appearing in the Expense Summary regarding the
Growth & Income Fund is replaced with the following, reflecting the termination
of a voluntary expense limitation previously in effect:
EXPENSE SUMMARY
The following table summarizes an investor's maximum transaction costs from
investing in Class A shares of each of the Funds and expenses incurred by each
of the Funds based on its most recent fiscal year. The Example shows the
cumulative expenses attributable to a $1,000 investment in the Funds over
specified periods.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee* None
Exchange Fee None
</TABLE>
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* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets):
GROWTH & INCOME FUND
<TABLE>
<S> <C>
Management Fees 1.00%
Rule 12b-1 Expenses 0.25%
Other Expenses 0.47%
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Total Fund Operating
Expenses 1.72%
</TABLE>
EXAMPLE
An investment of $1,000 in the Fund would incur the following expenses,
assuming 5% annual return and redemption at the end of each period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Growth & Income Fund $ 17 $ 54 $ 93 $ 202
</TABLE>
This information is provided to help investors understand the operating expenses
of the Funds. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The
Management Fees paid by the Funds are higher than those paid by most other
mutual funds. Because of Rule 12b-1 fees paid by the Funds, long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales load permitted under applicable broker-dealer sales rules.
DISTRIBUTOR. Provident Distributors, Inc. ("PDI"), with principal offices at
Four Falls Corporate Center, 6th Floor, West Conshohocken, Pennsylvania 19428,
serves as principal underwriter and distributor of shares of the Funds,
replacing Edgewood Services, Inc.
MARCH 1, 1999
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