RS INVESTMENT TRUST
PRE 14A, 1999-12-15
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                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /

    Check the appropriate box:
    /X/  Preliminary Proxy Statement
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
         240.14a-12
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))

                                        RS INVESTMENT TRUST
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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                              RS INVESTMENT TRUST
                          388 MARKET STREET, SUITE 200
                        SAN FRANCISCO, CALIFORNIA 94111

                                                               December   , 1999

Dear Shareholder:

    You are cordially invited to attend a Meeting of Shareholders of RS Emerging
Growth Fund, a series of shares of RS Investment Trust, to be held on
February 23, 2000 at [ time ], San Francisco Time, at [ place ], San Francisco,
California. At the Meeting, shareholders will be asked to approve certain
changes to the fundamental investment restrictions of the Fund.

    Although the Trustees would like very much to have each shareholder attend
the Meeting, they realize that this is not possible. Whether or not you plan to
be present at the Meeting, your vote is needed. Please complete, sign, and
return the enclosed proxy card(s) promptly. A postage-paid envelope is enclosed
for this purpose.

    We look forward to seeing you at the Meeting or receiving your proxy card(s)
so your shares may be voted at the Meeting.

                                          Sincerely yours,

                                          G. RANDALL HECHT
                                          PRESIDENT

SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
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                              RS INVESTMENT TRUST
                            RS EMERGING GROWTH FUND

                            ------------------------

                       NOTICE OF MEETING OF STOCKHOLDERS

                            ------------------------

    A Meeting of shareholders of RS Emerging Growth Fund will be held at
[place], San Francisco, California, on February 23, 2000 at [time], San
Francisco time, for the following purposes:

    1.  To approve or disapprove certain changes to the fundamental investment
       restrictions of the Fund.

    2.  To consider and act upon such other matters as may properly come before
       the Meeting.

    Shareholders of record as of the close of business on December 15, 1999 are
entitled to notice of and to vote at the Meeting.

                                          By order of the Trustees

                                          SUZANNE DUFRANE
                                          SECRETARY

December   , 1999
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                              RS INVESTMENT TRUST
                          388 MARKET STREET, SUITE 200
                        SAN FRANCISCO, CALIFORNIA 94111

                            ------------------------

                                PROXY STATEMENT

                             ---------------------

    The enclosed proxy is solicited by the Board of Trustees of RS Investment
Trust (the "Trust") for use at the Meeting of shareholders of the RS Emerging
Growth Fund to be held at [ place ], San Francisco, California, at [ time ] (San
Francisco time) on February 23, 2000, and at any adjournment thereof.
Shareholders of record at the close of business on December 15, 1999 (the
"Record Date") are entitled to vote at the Meeting or any adjourned session.
These proxy materials are first being made available to shareholders on or about
December   , 1999.

    Shares represented by duly executed proxies will be voted in accordance with
the specification made. If no specification is made, shares will be voted in
accordance with the recommendation of the Board of Trustees. You may revoke a
proxy at any time before it is exercised by sending or delivering a written
revocation to the Secretary of the Trust (which will be effective when it is
received by the Secretary), by properly executing a later-dated proxy, or by
attending the Meeting, requesting return of your proxy, and voting in person.

    THE TRUST WILL FURNISH TO YOU UPON REQUEST, WITHOUT CHARGE, A COPY OF THE
ANNUAL REPORT FOR THE FUND'S MOST RECENT FISCAL YEAR AND A COPY OF THE FUND'S
SEMI-ANNUAL REPORT FOR ANY SUBSEQUENT SEMI-ANNUAL PERIOD. PLEASE DIRECT ANY SUCH
REQUESTS BY TELEPHONE TO THE TRUST AT 1-800-766-3836 OR BY WRITING TO THE
SECRETARY OF THE TRUST AT 388 MARKET STREET, SUITE 200, SAN FRANCISCO,
CALIFORNIA 94111.

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              I. ADOPTION OF STANDARDIZED INVESTMENT RESTRICTIONS

    As described in the following proposals, the Trustees recommend that
shareholders approve the elimination of and revisions to certain fundamental
investment restrictions currently observed by the Fund. The purpose of these
proposed changes is to increase the Fund's investment flexibility and reduce
administrative and compliance burdens by: (1) eliminating restrictive policies
that various state securities authorities formerly imposed on certain types of
mutual funds, (2) simplifying and modernizing those investment restrictions that
are still required under federal securities laws and (3) bringing the Fund's
investment restrictions more closely in line with the investment restrictions of
the majority of other series of the Trust.

BACKGROUND

    The Investment Company Act of 1940, as amended, (the "1940 Act") requires a
registered investment company like the Trust, and each series of the Trust, to
have "fundamental" investment restrictions governing certain of its investment
practices. Investment companies may also voluntarily designate restrictions
relating to other investment practices as fundamental. "Fundamental" investment
restrictions can be changed only by a shareholder vote. The Fund has adopted
fundamental investment restrictions in the past in response to regulatory,
business, or industry requirements and conditions that no longer prevail. For
example, the National Securities Markets Improvement Act of 1996 eliminated many
restrictions then required under state law by preempting state securities ("Blue
Sky") regulations for many investment companies. The proposed elimination of and
revisions to certain of the fundamental investment restrictions of the Fund are
discussed below. Please refer to Appendix A for a complete description of the
current and proposed fundamental investment restrictions for the Fund. By
eliminating those fundamental investment restrictions that are not required and
revising those fundamental investment restrictions that are required, the
Trustees believe that the Fund's investment adviser, RS Investment Management,
Inc. ("RSIM"), will be better able to manage the Fund's portfolio in a changing
regulatory or investment environment. In addition, the process of monitoring the
Fund's compliance with investment restrictions will be simplified because the
Fund's investment restrictions will be brought more closely in line with those
of the majority of the other series of RS Investment Trust.

PROPOSALS

1. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO INVESTMENTS IN COMMODITIES.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to investments in commodities will be revised. The investment
restriction relating to investments in commodities will be replaced with the
following fundamental restriction:

    The Fund may not:

    Purchase or sell commodities or commodity contracts, except that a 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 Fund's Prospectus or Statement of Additional Information at
    the time.

    DISCUSSION.

    The 1940 Act requires an investment company to provide a recital of the
policy of the investment company as to, among other things, the purchase and
sale of commodities. The revised investment restriction is intended to simplify
and standardize the language of the Fund's policy concerning commodities and to
provide greater flexibility to the Fund in its use of financial instruments.

                                       2
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2. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO INVESTMENTS IN REAL ESTATE.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to investments in real estate will be revised. The investment
restriction relating to investments in real estate will be replaced with the
following fundamental restriction:

    The Fund may not:

    Purchase or sell real estate or interests in real estate, including real
    estate mortgage loans, although it may purchase and sell securities which
    are secured by real estate and securities of companies, including limited
    partnership interests, that invest or deal in real estate and it may
    purchase interests in real estate investment trusts. (For purposes of this
    restriction, investments by the 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.)

DISCUSSION.

    The 1940 Act also requires an investment company to recite its policy as to
the purchase and sale of real estate. The revised investment restriction is
intended to clarify and standardize the language of the Trust's policy
concerning real estate.

3. ELIMINATE THE FUNDAMENTAL RESTRICTION RELATING TO SHORT SALES AND PURCHASING
  SECURITIES ON MARGIN.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to short sales and purchasing securities on margin will be
eliminated.

DISCUSSION.

    The Fund currently has a fundamental investment restriction prohibiting it
from making short sales or purchasing securities on margin. Eliminating this
restriction will enhance investment flexibility and could assist the Fund in
achieving its investment objective. The Fund does not, however, currently intend
to engage in short sales or to purchase securities on margin.

    In a typical short sale, the Fund borrows from a broker a security that it
anticipates will decline in value in order to sell the security to a third
party. The Fund is then obligated to return a security of the same issue and
quantity at some future date, and it realizes a loss to the extent that the
security increases in value or a profit to the extent the security declines in
value (after including any associated costs). If the Fund engages in short
sales, it may have to pay a premium to borrow the securities and must pay to the
lender any dividends or interest it receives on the securities while they are
borrowed. All short sales must be fully collateralized.

    Short sales "against the box" are those where the Fund owns or has the right
to acquire at no added cost a security identical to that sold short. Short sales
"against the box" may protect the Fund against the risk of losses in the value
of its portfolio securities because any unrealized losses with respect to such
securities should be wholly or partially offset by a corresponding gain in the
short position. However, any potential gains in such securities would be wholly
or partially offset by a corresponding loss in the short position.

    Purchases on margins are a type of borrowing, and will be restricted by
applicable law and the Fund's fundamental investment restriction related to
borrowings (see Proposal 8).

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4. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO INVESTMENTS IN ONE ISSUER.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to investments in one issuer will be revised. The investment
restriction relating to investments in one issuer will be replaced with the
following fundamental restriction:

    The Fund may not:

    (i) AS TO 75% OF THE 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, 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.

DISCUSSION.

    The 1940 Act imposes restrictions on an investment company's ability to
concentrate its investments in securities of any issuer. This revised investment
restriction is intended to clarify and standardize the language of the Fund's
policies as to diversification. The restriction will also be combined with the
restriction as to the Fund's concentration of investments in one industry (see
Proposal 5), as is the case for the majority of the other Funds.

5. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO CONCENTRATION OF INVESTMENTS
   IN ONE INDUSTRY.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to concentration of investments in one industry will be revised.
The investment restriction relating to concentration of investments in one
industry will be replaced with the following fundamental restriction:

    The Fund may not:

    (i) As to 75% of the 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, 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.

DISCUSSION.

    The 1940 Act imposes restrictions on an investment company's ability to
concentrate its investments in securities of any particular industry or group of
industries. This revised investment restriction is intended to clarify and
standardize the language of the Fund's policies as to diversification. The
restriction will also be combined with the restriction relating to concentration
of investments in one issuer (see Proposal 4) as is the case for the majority of
the other Funds.

6. ELIMINATE THE FUNDAMENTAL RESTRICTION RELATING TO PLEDGING ASSETS.

    If this proposal is approved, the existing fundamental investment
restriction of the Fund relating to pledging assets will be eliminated.

DISCUSSION.

    The Fund currently has a fundamental investment restriction prohibiting it
from pledging its assets. This restriction was formerly derived from certain
states' Blue Sky laws. The Trustees recommend the elimination of this
restriction in order to provide the Fund with greater investment flexibility.
There are currently no regulatory limits on pledging activity.

                                       4
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    Pledging assets does entail certain risks. To the extent that the Fund
pledges its assets, it may have less flexibility in liquidating assets. This may
delay the Fund's ability to meet redemption requests or other obligations.

7. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO MAKING LOANS.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to making loans will be revised. The investment restriction
relating to making loans will be replaced with the following fundamental
restriction:

    The Fund may not:

    Make loans, except by purchase of debt obligations or other financial
    instruments in which the Fund may invest consistent with its investment
    policies, by entering into repurchase agreements, or through the lending of
    its portfolio securities.

DISCUSSION.

    This proposed new restriction would clarify the Fund's policies as to its
making loans, and will permit the Fund to lend securities. The Fund is not
currently permitted to lend securities. It is expected that the Fund will engage
in securities lending transactions if the proposed change is approved.

    When it lends its portfolio securities, the Fund has the potential to
increase its current income while retaining the securities' potential for
capital appreciation. Such loans are at all times secured by cash or equivalent
collateral. The advantage of such loans is that the Fund continues to earn
interest and dividends on the loaned securities while at the same time earning a
return on the invested collateral. Such a loan involves some risk to the Fund if
the other party should default on its obligation. If the other party should
become involved in bankruptcy proceedings, it is possible that the Fund may
encounter a delay in recovery of or even a loss of rights in the collateral.
However, loans of a Fund's securities will only be made to borrowers deemed by
RSIM to be creditworthy.

8. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO BORROWINGS.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to borrowings will be revised. The investment restriction relating
to borrowings will be replaced with the following fundamental restriction:

    The Fund may not:

    Borrow money, except to the extent permitted by applicable law, regulation
or order.

DISCUSSION.

    The Fund is currently allowed to borrow only in an amount not in excess of
5% of the value of the Fund's total assets. The 1940 Act prohibits mutual funds
from borrowing more than one-third of their assets, including the amount
borrowed, and permits borrowing only from banks. Accordingly, the revised policy
on borrowing would provide the Fund with additional authority to borrow.

    The Fund occasionally borrows money to fund substantial shareholder
redemptions or exchange requests or for the clearance of transactions when
available cash is not sufficient for these needs. The proposed change would
afford the Fund increased capacity to satisfy net redemptions of its shares on a
temporary basis without having to resort to sales of portfolio securities at
possibly disadvantageous prices.

    This proposal, if adopted, will also allow the Fund to borrow money to take
advantage of investment opportunities. This type of borrowing involves the
additional risk that interest expense may be greater than the income from or
appreciation of the securities financed and the value of such securities may
decline below the amount borrowed. If the Fund were to follow this practice, any
investment gains made on the

                                       5
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securities in excess of the interest paid on the borrowing would cause the net
asset value of the Fund to rise faster than would otherwise be the case.
Conversely, if the investment performance of the additional securities purchased
failed to cover their cost (including any interest on the money borrowed) to the
Fund, the net asset value would decrease faster than would otherwise be the
case. This effect is known as "leverage." If the Fund borrows money for leverage
and its investments increase or decrease in value, the Fund's net asset value
will normally increase or decrease more than if it had not borrowed money. The
Fund does not have any current intention to borrow money for leverage, but the
proposed revised restriction would permit borrowing for such purposes, to the
extent approved from time to time by the Trustees.

9. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO UNDERWRITING OF SECURITIES.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to underwriting of securities will be revised. The investment
restriction relating to underwriting of securities will be replaced with the
following fundamental restriction:

    The Fund may not:

    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.

DISCUSSION.

    The federal securities laws regulate an investment company's ability to act
as an underwriter of securities issued by others. This investment restriction is
intended to state clearly and simply that the limits set forth in those laws
will apply to the Fund.

10. REVISE THE FUNDAMENTAL RESTRICTION RELATING TO ISSUANCE OF SENIOR
    SECURITIES.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to issuance of senior securities will be revised. The investment
restriction relating to issuance of senior securities will be replaced with the
following fundamental restriction:

    The Fund may not:

    Issue any class of securities which is senior to the Fund's shares of
    beneficial interest, except to the extent the Fund is permitted to borrow
    money or otherwise to the extent contemplated by applicable law.

DISCUSSION.

    The 1940 Act imposes limitations on an investment company's ability to issue
senior securities. This revised investment restriction is intended to simplify
and standardize the language of the Fund's policy concerning senior securities,
and to permit the Fund to take full advantage of all investment flexibility
permitted under applicable law, subject to the Fund's investment restriction
relating to borrowings (see Proposal 8).

11. ELIMINATE THE FUNDAMENTAL RESTRICTION RELATING TO INVESTMENTS MADE FOR THE
    PURPOSE OF EXERCISING CONTROL OR MANAGEMENT.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to investments made for the purpose of exercising control or
management will be eliminated.

                                       6
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DISCUSSION.

    Eliminating this investment restriction would permit the Fund to exercise
its rights as shareholder in the various companies in which it can invest,
consistent with any limitation imposed from time to time by the relevant
adviser's or sub-adviser's internal code of conduct and proxy voting policies.
These rights may include the active opposition or support of such companies'
management. These activities could at times fall within the technical definition
of exercising control under the securities laws.

    Although the Fund does not currently intend to invest in a company for the
purpose of exercising control over the company, the Trustees believe that
approval of this proposal will provide the Fund with the additional capability
to protect the value of its investments through the exercise of influence, in
appropriate circumstances, on the management of the companies in which it
invests. The Fund would be able to communicate its views as a shareholder on
company policies that affect the value of the Fund's investment. Activities in
which the Fund would then be able to engage include seeking changes in a
company's goals, management, or board of directors, seeking the sale of some or
all of a company's assets, or voting to participate in or oppose a takeover
effort with respect to the company.

12. ELIMINATE THE FUNDAMENTAL RESTRICTION RELATING TO THE PURCHASE OF MORE THAN
    10% OF THE SECURITIES OF ANY ONE ISSUER.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to the purchase of more than 10% of the securities of any one
issuer would be eliminated.

DISCUSSION.

    The Fund is classified as "diversified" under the 1940 Act, which means that
the Fund must comply with, among other requirements, the investment restriction
set forth in Proposal 4 above, which limits, as to 75% of the Fund's assets, the
percentage of the Fund's assets invested in a single issuer. As to the remaining
25% of the Fund's assets, the Fund may concentrate its investment in securities
of a single issuer although it currently has no intention to do so. The Trustees
believe that the proposed change eliminates any redundancy in the policy and
will enhance the Fund's ability to make substantial investments in a limited
number of issuers.

    Should the Fund desire to become non-diversified in the future, the Fund
would need to obtain a shareholder vote approving its reclassification from
diversified to non-diversified. Until the Fund obtains such a shareholder vote,
the Fund must continue to comply with the diversification requirements of the
1940 Act.

13. ELIMINATE THE FUNDAMENTAL RESTRICTION RELATING TO INVESTMENTS IN OTHER
    INVESTMENT COMPANIES.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to investments in other investment companies will be eliminated.

DISCUSSION.

    The 1940 Act imposes limitations on an investment company's ability to
purchase and sell securities of other investment companies. If this proposal is
approved, the Fund will be able to invest in other investment companies to the
extent allowed by the 1940 Act and the Fund's investment policies. Investment in
these entities may involve duplication of certain fees and expenses, but the
Trustees believe that this enhanced flexibility could provide attractive
investment opportunities and may assist the Fund in meeting its investment
objective.

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14. ELIMINATE THE FUNDAMENTAL RESTRICTION RELATING TO INVESTMENTS IN BUSINESSES
    LESS THAN THREE YEARS OLD.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to investments in businesses less than three years old will be
eliminated.

DISCUSSION.

    The Fund currently has a fundamental investment restriction related to
investments of more than 5% of its assets in "unseasoned issuers" (i.e.,
companies which have been in operation for less than three years). This
restriction was formerly found in certain states' Blue Sky laws. The Trustees
recommend the elimination of this restriction in order to provide the Fund with
greater flexibility in making investments.

    The Trustees believe that elimination of this investment restriction will
increase RSIM's flexibility in managing the Fund's assets by permitting
investments by the Fund in unseasoned issuers that are otherwise permissible and
appropriate under the investment objective and policies of the Fund. While
securities of these issuers may be subject to greater risk, the Trustees believe
that the increasing prevalence of unseasoned issuers, the investment
opportunities offered by such issuers, and the fact that any such investments
would be subject to the other investment policies of the Fund, warrants the
elimination of the current investment restriction.

15. ELIMINATE THE FUNDAMENTAL RESTRICTION RELATING TO INVESTMENTS IN
    UNREGISTERED SECURITIES. REPLACE WITH A NON-FUNDAMENTAL RESTRICTION RELATING
    TO INVESTMENTS IN UNREGISTERED SECURITIES.

    If this proposal is approved, the fundamental investment restriction of the
Fund relating to investments in unregistered securities will be eliminated. It
will be replaced by the following non-fundamental restriction:

    The Fund may not:

    Invest more than 15% of its net assets in securities which are not readily
marketable, including securities restricted as to resale but determined by the
Trustees, or persons designated by the Trustee's to make such determinations, to
be readily marketable.

DISCUSSION.

    The Trustees believe that fundamental restrictions relating to unregistered
securities are unnecessary in light of current regulatory requirements. The
Trustees believe that elimination of this investment restriction will increase
the flexibility of RSIM in managing the Fund's assets by permitting investments
in unregistered securities that are otherwise permissible and appropriate under
the investment objective and policies of the Fund.

    The Trustees believe that the elimination of this investment restriction
will allow the Fund to have greater flexibility to respond quickly to legal,
regulatory, and market developments regarding unregistered securities.

    To the extent that the Fund invests in unregistered securities, the Fund may
encounter difficulty in determining the fair value of such securities for
purposes of computing net asset value. In addition, the Fund could encounter
difficulty satisfying redemption requests within seven days if it could not
readily dispose of its unregistered securities.

TRUSTEE RECOMMENDATION

    THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
FUND VOTE TO APPROVE THE PROPOSED ELIMINATION OF AND REVISIONS TO THE
FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUND.

                                       8
<PAGE>
    The required vote for approval of the proposed elimination of and revisions
to the fundamental investment policies of the Fund is the lesser of (1) 67% of
the shares of the Fund represented at the Meeting and entitled to vote, if more
than 50% of the shares of the Fund are represented at the Meeting, or (2) more
than 50% of the outstanding shares of the Fund. If the shareholders of the Fund
do not approve these proposals, the Trustees of the Trust will consider such
alternate actions as may be in the best interest of the Fund.

                           II. ADDITIONAL INFORMATION

    OWNERSHIP OF SHARES.  As of the Record Date, the number of outstanding
shares of the Fund was           . To the Trust's knowledge, the following
persons owned beneficially more than 5% of the outstanding shares of the Fund at
the Record Date:

                                [TO BE SUPPLIED]

    OWNERSHIP OF SHARES BY TRUSTEES AND OFFICERS.  As of the Record Date, the
following Trustees and Officers owned beneficially the following number of
shares of the Fund, representing the indicated percentage of the outstanding
shares of the Fund:

                                [TO BE SUPPLIED]

    CERTAIN SERVICE PROVIDERS.  RSIM, located at 388 Market Street, Suite 200,
San Francisco, California, 94111 acts as investment advisor and administrator to
the Fund. Provident Distributors, Inc., located at Four Falls Corporate Center,
6th Floor, West Conshohocken, PA, is the Fund's distributor.

    SOLICITATION OF PROXIES.  The costs of solicitation of proxies will be borne
by the Fund. Solicitation of proxies by personal interview, mail, telephone, and
telegraph may be made by officers and Trustees of the Trust (who will receive no
compensation therefor in addition to their regular salaries). In addition, the
firm of D.F. King & Co., Inc. has been retained by RSIM to assist in the
solicitation of proxies at a cost to RSIM which is not expected to exceed
$      .

    The Trust may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions, and to confirm that their instructions have been properly
recorded. The Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be counted at the
Meeting. The Trust is unaware of any such challenge at this time. Shareholders
would be called at the phone number the Trust (or a shareholder's financial
institution) has in its records for their accounts, and would be asked for their
Social Security number or other identifying information. The shareholders would
then be given an opportunity to authorize proxies to vote their shares at the
Meeting in accordance with their instructions. To ensure that the shareholders'
instructions have been recorded correctly, they will also receive a confirmation
of their instructions in the mail. A special toll-free number will be available
in case the information contained in the confirmation is incorrect.

    QUORUM.  The Agreement and Declaration of Trust provides that forty percent
(40%) of the shares entitled to vote on a matter shall constitute a quorum for
the transaction of business on that matter at a meeting. However, approval of
the proposed changes to the fundamental investment restrictions of the Fund will
require the presence of a greater percentage of the Fund's shares at the meeting
in person or by proxy.

    ADJOURNMENT.  In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to those proposals for a period or
periods of not more than 60 days in the aggregate to permit further solicitation
of proxies with respect to those proposals. In addition, if, in the judgment of
the persons named as proxies, subsequent developments

                                       9
<PAGE>
make it advisable to defer action on one or more proposals, but not all
proposals, the persons named as proxies may propose one or more adjournments of
the Meeting with respect to those proposals for a reasonable time in order to
defer action on such proposals as they deem advisable. Any such adjournments
will require the affirmative vote of a majority of the votes cast on the
question in person or by proxy at the session of the Meeting to be adjourned, as
required by the Trust's Agreement and Declaration of Trust and By-laws. The
persons named as proxies will vote in favor of such adjournment with respect to
a proposal those proxies which they are entitled to vote in favor of the
proposal. They will vote against any such adjournment those proxies which they
have been instructed to vote against such proposal, and they will vote to
abstain any such proxies which they are required to abstain from voting on such
proposal. The costs of any such additional solicitation and of any adjourned
session will be borne by RSIM. Any proposals for which sufficient favorable
votes have been received by the time of the Meeting may be acted upon and
considered final regardless of whether the Meeting is adjourned to permit
additional solicitation with respect to any other proposal.

    TABULATION OF VOTES.  Votes cast by proxy or in person at the Meeting will
be counted by persons appointed by the Trust to act as tellers for the Meeting.
The tellers will count the total number of votes cast "for" approval of each
proposal for purposes of determining whether sufficient affirmative votes have
been cast. The tellers will count shares represented by proxies that withhold
authority to vote or that reflect abstentions or "broker non-votes" (I.E.,
shares held by a broker or nominee as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. Abstentions and broker non-
votes will have the effect of negative votes on the proposals to approve the
changes to the fundamental investment restrictions of the Fund.

    OTHER BUSINESS.  The Board of Trustees knows of no other business to be
brought before the Meeting. However, if any other matters properly come before
the Meeting, it is the Board's intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named as proxies in the enclosed
form(s) of proxy.

    DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS.  The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders, and the Trust does not currently intend to
hold such a meeting in 2000. Shareholder proposals for inclusion in the Trust's
proxy statement for any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.

                                       10
<PAGE>
                                                                      APPENDIX A

                            RS EMERGING GROWTH FUND
                      FUNDAMENTAL INVESTMENT RESTRICTIONS

<TABLE>
<S>                                             <C>
             CURRENT RESTRICTIONS                           PROPOSED RESTRICTIONS

The Fund may not:

(1) Purchase or sell commodities or commodity   Eliminate. Replace with the following
contracts, or interests in oil, gas, or other   fundamental restriction:
mineral leases, or other mineral exploration    PURCHASE OR SELL COMMODITIES OR COMMODITY CON-
or development programs, although it may        TRACTS, EXCEPT THAT A FUND MAY PURCHASE OR
invest in companies that engage in such         SELL FINANCIAL FUTURES CONTRACTS, OPTIONS ON
businesses to the extent otherwise permitted    FINANCIAL FUTURES CONTRACTS, AND FUTURES
by a Fund's investment policies and             CONTRACTS, FORWARD CONTRACTS, AND OPTIONS WITH
restrictions and by applicable law, except as   RESPECT TO FOREIGN CURRENCIES, AND MAY ENTER
required in connection with otherwise           INTO SWAP TRANSACTIONS OR OTHER FINANCIAL
permissible options, futures and commodity      TRANSACTIONS, AND EXCEPT AS REQUIRED IN
activities as described elsewhere in the        CONNECTION WITH OTHERWISE PERMISSIBLE OPTIONS,
[Fund's] Prospectus and this Statement [of      FUTURES, AND COMMODITY ACTIVITIES AS DESCRIBED
Additional Information].                        ELSEWHERE IN THE FUND'S PROSPECTUS OR THE
                                                STATEMENT OF ADDITIONAL INFORMATION AT THE
                                                TIME.

(2) Purchase or sell real estate, although it   Eliminate. Replace with the following
may invest in securities secured by real        fundamental restriction:
estate or real estate interests, or issued by   PURCHASE OR SELL REAL ESTATE OR INTERESTS IN
companies, including real estate investment     REAL ESTATE, INCLUDING REAL ESTATE MORTGAGE
trusts, that invest in real estate or real      LOANS, ALTHOUGH IT MAY PURCHASE AND SELL
estate interests.                               SECURITIES WHICH ARE SECURED BY REAL ESTATE
                                                AND SECURITIES OF COMPANIES, INCLUDING LIMITED
                                                PARTNERSHIP INTERESTS, THAT INVEST OR DEAL IN
                                                REAL ESTATE AND IT MAY PURCHASE INTERESTS IN
                                                REAL ESTATE INVESTMENT TRUSTS. (FOR PURPOSES
                                                OF THIS RESTRICTION, INVESTMENTS BY THE 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.)

(3) Make short sales or purchases on margin,    Eliminate.
although it may obtain short-term credit
necessary for the clearance of purchases and
sales of its portfolio securities and except
as required in connection with permissible
options, futures, short selling and leverage
activities as described elsewhere in the
Prospectus and this Statement [of Additional
Information].
</TABLE>

<PAGE>
<TABLE>
<S>                                             <C>
(4) With respect to 75% of its total assets,    Eliminate fundamental restrictions 4 and 5.
invest in the securities of any one issuer      Replace both with the following single
(other than the U.S. Government and its         fundamental restriction:
agencies and instrumentalities), if             (I) AS TO 75% OF THE TOTAL ASSETS, PURCHASE
immediately after and as a result of such       ANY SECURITY (OTHER THAN U.S. GOVERNMENT
investment more than 5% of the total assets of  SECURITIES), IF AS A RESULT MORE THAN 5% OF
the Fund would be invested in such issuer (the  THE FUND'S TOTAL ASSETS (TAKEN AT CURRENT
remaining 25% of its total assets may be        VALUE) WOULD THEN BE INVESTED IN SECURITIES OF
invested without restriction except to the      A SINGLE ISSUER, OR (II) PURCHASE ANY SECURITY
extent other investment restrictions may be     IF AS A RESULT 25% OR MORE OF THE FUND'S TOTAL
applicable).                                    ASSETS (TAKEN AT CURRENT VALUE) WOULD BE
(5) Invest more than 25% of the value of the    INVESTED IN A SINGLE INDUSTRY.
Fund's total assets in the securities of
companies engaged in any one industry (except
securities issued by the U.S. Government its
agencies or instrumentalities).

(6) Mortgage, hypothecate, or pledge any of     Eliminate.
its assets as security for any of its
obligations, except as required for otherwise
permissible borrows (including reverse
repurchase agreements), short sales, financial
options and other hedging activities.

(7) Make loans of the Fund's assets, including  Eliminate. Replace with the following
loans of securities (although it may, subject   fundamental restriction:
to the other restrictions or policies stated    MAKE LOANS, EXCEPT BY PURCHASE OF DEBT OBLIGA-
herein, purchase debt securities or enter into  TIONS OR OTHER FINANCIAL INSTRUMENTS IN WHICH
repurchase agreements with banks or other       THE FUND MAY INVEST CONSISTENT WITH ITS
institutions to the extent a repurchase         INVESTMENT POLICIES, BY ENTERING INTO
agreement is deemed to be a loan).              REPURCHASE AGREEMENTS, OR THROUGH THE LENDING
                                                OF ITS PORTFOLIO SECURITIES.
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>                                             <C>
(8) Borrow money, except from banks for tempo-  Eliminate. Replace with the following
rary or emergency purposes or in connection     fundamental restriction:
with otherwise permissible leverage             BORROW MONEY, EXCEPT TO THE EXTENT PERMITTED
activities, and then only in an amount not in   BY APPLICABLE LAW, REGULATION OR ORDER.
excess 5% of the Fund's total assets (in any
case as determined at the lesser of
acquisition cost or current market value and
excluding collateralized reverse repurchase
agreements).

(9) Underwrite securities of any other          Eliminate. Replace with the following
company, although it may invest in companies    fundamental restriction:
that engage in such businesses if it does so    ACT AS UNDERWRITER OF SECURITIES OF OTHER
in accordance with policies established by the  ISSUERS EXCEPT TO THE EXTENT THAT, IN
Trust's Board of Trustees (the Board's current  CONNECTION WITH THE DISPOSITION OF PORTFOLIO
policy permits a Fund to invest in companies    SECURITIES, IT MAY BE DEEMED TO BE AN
that directly or through subsidiaries execute   UNDERWRITER UNDER CERTAIN FEDERAL SECURITIES
portfolio transactions for a Fund or have       LAWS.
entered into selling agreements with the
Distributor to sell Fund shares, to the extent
permitted by applicable law), and except to
the extent that the Fund may be considered an
underwriter within the meaning of the
Securities Act of 1933, as amended, in the
disposition of restricted securities.

(10) Issue senior securities, as defined in     Eliminate. Replace with the following
the 1940 Act, except that this restriction      fundamental restriction:
shall not be deemed to prohibit the Fund from   ISSUE ANY CLASS OF SECURITIES WHICH IS SENIOR
making any otherwise permissible borrowings,    TO THE FUND'S SHARES OF BENEFICIAL INTEREST,
mortgages or pledges, or entering into          EXCEPT TO THE EXTENT THE FUND IS PERMITTED TO
permissible reverse repurchase agreements, and  BORROW MONEY OR OTHERWISE TO THE EXTENT
options and futures transactions.               CONTEMPLATED BY APPLICABLE LAW.

(11) Purchase the securities of any company     Eliminate.
for the purpose of exercising management or
control.

(12) Purchase more than 10% of the outstanding  Eliminate.
voting securities of any one issuer.

(13) Purchase the securities of any registered  Eliminate.
investment company, except as part of a merger
or similar reorganization transaction.
</TABLE>

                                       3
<PAGE>
<TABLE>
<S>                                             <C>
(14) Invest more than 5% of the value of its    Eliminate.
total assets in securities of any issuer which
has not had a record, together with its
predecessors, of at least three years of
continuous operations.

(15) Invest more than 10% of the value of its   Eliminate. Replace with the following
total assets in securities that are not         non-fundamental restriction:
readily marketable or that would require        INVEST MORE THAN 15% OF ITS NET ASSETS IN
registration under the Securities Act of 1933,  SECURITIES WHICH ARE NOT READILY MARKETABLE,
as amended, upon disposition (as a matter of    INCLUDING SECURITIES RESTRICTED AS TO RESALE
operating policy, the Fund interprets this      BUT DETERMINED BY THE TRUSTEES, OR PERSONS
restriction as including venture capital        DESIGNATED BY THE TRUSTEE'S TO MAKE SUCH
investments such as venture capital partner-    DETERMINATIONS, TO BE READILY MARKETABLE.
ships whose securities are not registered
under the Securities Act of 1933 and
unregistered securities of companies which are
not yet publicly held; furthermore, and as an
additional matter of operating policy, the
Board of Trustees has adopted a further
restriction that no more than 5% of the Fund's
total assets may be held in such restricted
securities).
</TABLE>

                                       4
<PAGE>

[LOGO]
[RS INVESTMENT
    MANAGEMENT]

RS INVESTMENT MANAGEMENT
388 MARKET STREET, SUITE 200
SAN FRANCISCO, CA 94111

Please sign your name exactly as it appears on this card. If you are a joint
owner, each owner should sign. When signing as executor, administrator,
attorney, trustee, or guardian, or as custodian for a minor, please give your
full title as such. If you are signing for a corporation, please sign the full
corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.

YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903 OR
THROUGH THE INTERNET AT www.proxyvote.com

                             RS EMERGING GROWTH FUND
                    PROXY SOLICITED BY THE BOARD OF TRUSTEES

                        PROXY FOR MEETING OF SHAREHOLDERS
                                February 23, 2000

   The undersigned hereby appoints G. Randall Hecht, Suzanne DuFrane, and
Steve Cohen, and each of them separately, proxies, with power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Meeting of shareholders of RS Emerging Growth Fund, on February
23, 2000 at [time], San Francisco time, and at any adjournments thereof, all
of the shares of RS Emerging Growth Fund which the undersigned would be
entitled to vote if personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED FOR PROPOSALS 1 THROUGH 15.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF TRUSTEES RECOMMENDS A VOTE
FOR EACH PROPOSAL.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

                                   RSEMER     KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
                                             DETACH AND RETURN THIS PORTION ONLY

              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

RS EMERGING GROWTH FUND

To vote FOR all 15 proposals, mark this box       [ ]
and sign and date below.

(No additional vote is necessary.)

<TABLE>
<CAPTION>
VOTE ON PROPOSALS                                                                         FOR     AGAINST     ABSTAIN

<S>                                                                                       <C>       <C>          <C>
1.  Revise the fundamental restriction relating to investments in commodities.            [ ]       [ ]          [ ]

2.  Revise the fundamental restriction relating to investments in real estate.            [ ]       [ ]          [ ]

3.  Eliminate the fundamental restriction relating to short sales and purchasing
    securities on margin.                                                                 [ ]       [ ]          [ ]

4.  Revise the fundamental restriction relating to investments in one issuer.             [ ]       [ ]          [ ]

5.  Revise the fundamental restriction relating to investments in one industry.           [ ]       [ ]          [ ]

6.  Eliminate the fundamental restriction relating to pledging assets.                    [ ]       [ ]          [ ]

7.  Revise the fundamental restriction relating to making loans.                          [ ]       [ ]          [ ]

8.  Revise the fundamental restriction relating to borrowings.                            [ ]       [ ]          [ ]

9.  Revise the fundamental restriction relating to underwriting of securities.            [ ]       [ ]          [ ]

10. Revise the fundamental restriction relating to issuance of senior
    securities.                                                                           [ ]       [ ]          [ ]

11. Eliminate the fundamental restriction relating to investments made for the
    purpose of exercising control or management.                                          [ ]       [ ]          [ ]

12. Eliminate the fundamental restriction relating to the purchase of more than
    10% of the securities of any one issuer.                                              [ ]       [ ]          [ ]

13. Eliminate the fundamental restriction relating to investments in other
    investment companies.                                                                 [ ]       [ ]          [ ]

14. Eliminate the fundamental restriction relating to investments in businesses
    less than three years old.                                                            [ ]       [ ]          [ ]

15. Eliminate the fundamental restriction relating to investments in
    unregistered securities.                                                              [ ]       [ ]          [ ]
</TABLE>


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Signature [PLEASE SIGN WITHIN BOX]         Date

- ---------------------------------------    --------------
Signature (Joint Owners)                   Date


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