RS INVESTMENT TRUST, 497, 2000-11-30

RS INVESTMENT TRUST
497, 2000-11-30

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RS INVESTMENT TRUST
388 Market Street, Suite 200 PROSPECTUS
San Francisco, CA 94111 May 1, 2000
800-766-FUND www.rsim.com as revised November 30, 2000
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This Prospectus describes eleven mutual funds offered by RS Investment
Trust.

GROWTH
RS AGGRESSIVE GROWTH FUND
RS DIVERSIFIED GROWTH FUND
RS EMERGING GROWTH FUND
THE INFORMATION AGE FUND-REGISTERED TRADEMARK-
RS INTERNET AGE FUND-TM-
RS MICROCAP GROWTH FUND
RS MIDCAP OPPORTUNITIES FUND
RS VALUE + GROWTH FUND
VALUE
THE CONTRARIAN FUND-TM-
RS GLOBAL NATURAL RESOURCES FUND
RS PARTNERS FUND

You can call RS Investment Management at (800) 766-FUND to find out more
about the Funds. This Prospectus explains what you should know about the Funds
before you invest. Please read it carefully.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Summary information......................................... 3

RS Aggressive Growth Fund............................... 3
RS Diversified Growth Fund.............................. 5
RS Emerging Growth Fund................................. 7
The Information Age Fund-Registered Trademark-.......... 9
RS Internet Age Fund-TM-................................ 12
RS MicroCap Growth Fund................................. 14
RS MidCap Opportunities Fund............................ 16
RS Value + Growth Fund.................................. 19
The Contrarian Fund-TM-................................. 21
RS Global Natural Resources Fund........................ 24
RS Partners Fund........................................ 27

Fees and expenses........................................... 29

Other investment strategies and risks....................... 31

Management of the Funds..................................... 36

Portfolio managers.......................................... 37

How the Funds' shares are priced............................ 39

How to purchase shares...................................... 40

How to sell shares.......................................... 42

Exchanges................................................... 43

Dividends and distributions................................. 44

Taxes....................................................... 44

Distribution arrangements and Rule 12b-1 fees............... 45

Financial highlights........................................ 46
</TABLE>

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SUMMARY INFORMATION

Objective, Principal Investment Strategies, and Principal Risks.

RS AGGRESSIVE GROWTH FUND
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- INVESTMENT OBJECTIVE. Capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests in companies of any size
that RSIM, L.P. believes offer the potential for significant increases in
value. The Fund generally invests in industry segments that are experiencing
rapid growth and in companies with proprietary advantages.

RSIM, L.P. typically considers a number of factors in evaluating a potential
investment, including, for example, whether the company has a distinct
proprietary element; whether it is gaining market share; whether it is
earning superior margins or experiencing superior profitability or whether
its incremental margins have potential to show improving returns; whether it
participates in an emerging space with a large market opportunity; and
whether it has a strong management team. RSIM, L.P. may consider selling a
security for the Fund if the issuer's growth rate deteriorates or its
performance otherwise disappoints, if the price of the security attains
RSIM, L.P.'s price target or otherwise appears relatively high to RSIM,
L.P., or if there is an unfavorable change in the issuer's management or
corporate plans or if institutional ownership of the security increases
substantially.

The Fund may sell securities short if RSIM, L.P. expects the value of the
securities to decline.

- PRINCIPAL INVESTMENTS. The Fund invests principally in common stocks, but
may also invest any portion of its assets in preferred stocks and warrants.
The Fund will likely invest a portion of its assets in technology and
Internet-related companies.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

- EQUITY SECURITIES. One risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by RSIM, L.P., due to factors that
adversely affect particular companies in the portfolio and/or the U.S.
equities markets in general.

- OVERWEIGHTING Overweighting investments in certain sectors or
industries of the U.S. stock market increases the risk that the Fund
will suffer a loss because of general advances or declines in the
prices of stocks in those sectors or industries.

- TECHNOLOGY AND INTERNET INVESTMENTS. The Fund's investments in
technology and Internet-related companies may be highly volatile.
Changes in their prices may reflect changes in investor evaluation of a
particular product or group of products, or the prospects of a company
to develop and market a particular technology successfully, or of
technology or Internet-related investments generally.

- SMALL COMPANIES. Although the Fund may invest its assets in companies
of any size, it is likely that some portion of the Fund's assets will
be invested in smaller companies. These companies may have limited
product lines, markets, or financial resources, or may depend on a
limited management group. They may be recently organized, without
proven records of success. Their securities may trade infrequently and
in limited volumes. As a result, the prices of these securities may
fluctuate more than prices of securities of larger, more widely traded
companies and the

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Fund may experience difficulty in establishing or closing out positions
in these securities at prevailing market prices. Also, there may be
less publicly available information about small companies or less
market interest in their securities as compared to larger companies,
and it may take longer for the prices of the securities to reflect the
full value of their issuer's earnings potential or assets.

- SHORT SALES AND SHORT POSITIONS. The Fund may sell securities short
and may take short positions on broad securities market indexes, such
as the Standard & Poor's 500 Index. The Fund may sell a security short
and borrow the same security from a broker or other institution to
complete the sale when RSIM, L.P. anticipates that the price of the
security will decline. The Fund may sell futures contracts and related
options on a broad market index if RSIM, L.P. expects a broad market
decline. Short positions may result in a loss if the market price of
the security or index in question increases between the date when the
Fund enters into the short position and the date on which the Fund
closes the short position. The Fund may enter into short sales on
securities with a value of up to 25% of the Fund's total assets.

- PORTFOLIO TURNOVER. Frequent purchases and sales of the Fund's
portfolio securities involve expenses to the Fund, including brokerage
commissions or dealer mark-ups and other transaction costs. They may
also result in realization of taxable capital gains, which may be taxed
to shareholders at ordinary income tax rates. RSIM, L.P. anticipates
that the portfolio turnover rate for the Fund's first full year of
operation will not exceed 200%.

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RS DIVERSIFIED GROWTH FUND
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- INVESTMENT OBJECTIVE. To seek long-term capital growth.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in
small-capitalization growth companies across a broadly diversified mix of
industry sectors and companies. The Fund invests primarily in stocks of
companies with market capitalizations of up to $1.5 billion, but may invest
in securities of larger companies. The Fund may also invest a portion of its
assets in companies whose potential for capital growth has not yet been
recognized by other investors.

In selecting investments for the Fund, RSIM, L.P. may look to see whether
the company has a superior management team; whether the company has
experienced or has the potential for superior earnings per share momentum;
and whether there is a possible catalyst that has the potential to drive
earnings and valuations higher (for example, new management, a new product
launch). RSIM, L.P. may consider selling a security for the Fund if the
stock price declines substantially below the purchase price, if the price of
the security attains RSIM, L.P.'s price target or otherwise appears
relatively high to RSIM, L.P., if the company's business fundamentals turn
negative in RSIM, L.P.'s view, or if RSIM, L.P. believes that another
investment offers a better opportunity.

- PRINCIPAL INVESTMENTS. The Fund invests principally in common and preferred
stocks and warrants. The Fund will likely invest a portion of its assets in
technology and Internet-related companies.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

- SMALL COMPANIES. The Fund invests primarily in small companies, which
tend to be more vulnerable to adverse developments than larger
companies. These companies may have limited product lines, markets, or
financial resources, or may depend on a limited management group. Their
securities may trade infrequently and in limited volumes. They may be
recently organized, without proven records of success. As a result, the
prices of these securities may fluctuate more than the prices of
securities of larger, more widely traded companies and the Fund may
experience difficulty in establishing or closing out positions in these
securities at prevailing market prices. Also, there may be less
publicly available information about small companies or less market
interest in their securities as compared to larger companies, and it
may take longer for the prices of the securities to reflect the full
value of their issuers' earnings potential or assets.

- TECHNOLOGY AND INTERNET INVESTMENTS. The Fund's investments in
technology and Internet-related companies may be highly volatile.
Changes in their prices may reflect 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 and Internet-related investments generally.

- PORTFOLIO TURNOVER. Frequent purchases and sales of the Fund's
portfolio securities involve expense to the Fund, including brokerage
commissions or dealer mark-ups and other transaction costs. They may
also result in realization of taxable capital gains, which may be taxed
to shareholders at ordinary income tax rates.

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PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
three calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1997 29.45
1998 16.28
1999 150.21
</TABLE>

During the periods shown above, the highest quarterly return was 62.94% for the
quarter ended December 31, 1999, and the lowest was -16.25% for the quarter
ended September 30, 1998.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR (8/1/96)
<S> <C> <C>
RS Diversified Growth Fund 150.21% 57.08%
Russell 2000 Growth Index* 43.09% 19.29%
</TABLE>

* The Russell 2000 Growth Index is an unmanaged market capitalization-weighted
index containing those securities in the Russell 2000 Index with higher
price-to-book ratios and higher forecasted growth values. Investment results
assume the reinvestment of dividends paid on the stocks constituting the
index. The Russell 2000 Growth Index has replaced the Russell 2000 Index
(which is composed of 2,000 U.S. companies with an average market
capitalization of $467 million) as the Fund's comparative index in this
Prospectus because RSIM believes the Russell 2000 Growth Index is more
representative of the Fund's likely investment universe. For periods ending
December 31, 1999, the One Year and Since Inception average annual total
returns of the Russell 2000 Index were 21.26% and 15.87%, respectively.

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RS EMERGING GROWTH FUND
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- INVESTMENT OBJECTIVE. Capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in smaller,
rapidly growing emerging companies. The Fund generally invests in industry
segments that are experiencing rapid growth and in companies with proprietary
advantages. RS Investment Management, Inc. ("RSIM, Inc.") typically considers
a number of factors in evaluating potential investments, including, for
example, whether the company has a distinct proprietary element; whether it
is gaining market share; whether it is earning superior margins or
experiencing superior profitability; and whether it has a strong management
team. RSIM, Inc. may consider selling a security for the Fund if the issuer's
growth rate deteriorates or its performance otherwise disappoints, if the
price of the security attains RSIM, Inc.'s price target or otherwise appears
relatively high to RSIM, Inc., or if there is an unfavorable change in the
issuer's management or corporate plans or if institutional ownership of the
security increases substantially.

- PRINCIPAL INVESTMENTS. The Fund invests in a diversified portfolio of equity
securities (principally common stocks) of companies that RSIM, Inc. believes
have the potential for more rapid growth than the overall economy. The Fund
normally invests at least 65% of its assets in such emerging growth
companies. Although the Fund may invest in companies of any size, it is
likely under current market conditions that a substantial amount of its
investments will be in companies with market capitalizations of $1.5 billion
or less. The Fund will likely invest a portion of its assets in technology
and Internet-related companies.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

- EQUITY SECURITIES. One risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by RSIM, Inc., due to factors that
adversely affect particular companies in the portfolio and/or the U.S.
equities market in general.

- OVERWEIGHTING. Overweighting investments in certain sectors or
industries of the U.S. stock market increases risk that the Fund will
suffer a loss because of general advances or declines in the prices of
stocks in those sectors or industries.

- SMALL COMPANIES. The Fund invests in smaller companies, which tend to
be more vulnerable to adverse developments than larger companies. These
companies may have limited product lines, markets, or financial
resources, or may depend on a limited management group. They may be
recently organized, without proven records of success. Their securities
may trade infrequently and in limited volumes. As a result, the prices
of these securities may fluctuate more than prices of securities of
larger, more widely traded companies and the Fund may experience
difficulty in establishing or closing out positions in these securities
at prevailing market prices. Also, there may be less publicly available
information about small companies or less market interest in their
securities as compared to larger companies, and it may take longer for
the prices of the securities to reflect the full value of their
issuers' earnings potential or assets.

- TECHNOLOGY AND INTERNET INVESTMENTS. The Fund's investments in
technology and Internet-related companies may be highly volatile.
Changes in their prices may reflect 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 or Internet-related investments generally.

- PORTFOLIO TURNOVER. Frequent purchases and sales of the Fund's
portfolio securities involve expense to the Fund, including brokerage
commissions or dealer mark-ups and other transaction

7
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costs. They may also result in realization of taxable capital gains,
which may be taxed to shareholders at ordinary income tax rates.

PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
ten calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1990 9.57
1991 58.69
1992 -2.55
1993 7.22
1994 7.96
1995 20.31
1996 21.53
1997 18.54
1998 28.02
1999 182.56
</TABLE>

During the periods shown above, the highest quarterly return was 75.17% for the
quarter ended December 31, 1999, and the lowest was -23.37% for the quarter
ended September 30, 1998.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR PAST FIVE YEARS PAST TEN YEARS
<S> <C> <C> <C>
RS Emerging Growth Fund 182.56% 44.36% 28.52%
Russell 2000 Growth Index* 43.09% 18.99% 13.51%
</TABLE>

The RS Emerging Growth Fund is currently closed to new investors. See "Other
Information About Purchasing Shares."

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THE INFORMATION AGE FUND-REGISTERED TRADEMARK-
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- INVESTMENT OBJECTIVE. Long-term capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund primarily invests in the
information technology industry sector.

- Companies in the information technology industries include companies
that Elijah Asset Management considers to be principally engaged in the
development, production, or distribution of products or services
related to the processing, storage, transmission, or presentation of
information or data. The following examples illustrate the wide range
of products and services provided by these industries:

- Computer hardware and software of any kind, including, for example,
semiconductors, minicomputers, and peripheral equipment.

- Telecommunications products and services.

- Multimedia products and services, including, for example, goods and
services used in the broadcast and media industries.

- Data processing products and services.

- Financial services companies that collect or disseminate market,
economic, and financial information.

- Internet companies and other companies engaged in, or providing
products or services for, e-commerce.

- A particular company will be considered to be principally engaged in
the information technology industries if at the time of investment
Elijah Asset Management determines that at least 50% of the company's
assets, gross income, or net profits are committed to, or derived from,
those industries. A company will also be considered to be principally
engaged in the information technology industries if Elijah Asset
Management 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.

In selecting stocks for the Fund, Elijah Asset Management looks at a
company's valuation relative to its potential long-term growth rate. Elijah
Asset Management may look to see whether a company offers a new or improved
product, service, or business operation; whether it has experienced a
positive change in its financial or business condition; whether the market
for its goods or services has expanded or experienced a positive change; and
whether there is a potential catalyst for positive change in the company's
business or stock price. The Fund may sell a security if Elijah Asset
Management determines that the company has become overvalued due to price
appreciation or has experienced a change in its business fundamentals, if
the company's growth rate slows substantially, or if Elijah Asset Management
believes that another investment offers a better opportunity.

- PRINCIPAL INVESTMENTS. The Fund invests principally in common stocks, but
may also invest any portion of its assets in preferred stocks and warrants.
The Fund normally invests at least 65% of its assets in the information
technology sector.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

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- EQUITY SECURITIES. One risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by Elijah Asset Management, due to
factors that adversely affect particular companies in the portfolio
and/or the U.S. equities market in general.

- CONCENTRATION. Because the Fund's investments are concentrated in the
information technology industries, the value of its shares will be
especially affected by factors peculiar to those industries and may
fluctuate more widely than the value of shares of a portfolio which
invests in a broader range of industries.

- INFORMATION TECHNOLOGY INVESTMENTS. The Fund's investments in
information technology companies may be highly volatile. Changes in
their prices may reflect 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 information
technology investments generally.

- SMALL COMPANIES. The Fund may invest in small companies, which tend to
be more vulnerable to adverse developments than larger companies. Small
companies may have limited product lines, markets, or financial
resources, or may depend on a limited management group. They may be
recently organized, without proven records of success. Their securities
may trade infrequently and in limited volumes. As a result, the prices
of these securities may fluctuate more than the prices of securities of
larger, more widely traded companies and the Fund may experience
difficulty in establishing or closing out positions in these securities
at prevailing market prices. Also, there may be less publicly available
information about small companies or less market interest in their
securities as compared to larger companies, and it may take longer for
the prices of the securities to reflect the full value of their
issuers' earnings potential or assets.

10
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PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
four calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1996 26.72
1997 6.15
1998 52.20
1999 126.22
</TABLE>

During the periods shown above, the highest quarterly return was 59.77% for the
quarter ended December 31, 1999, and the lowest was -21.73% for the quarter
ended December 31, 1997.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR (11/15/95)
<S> <C> <C>
The Information Age
Fund-Registered Trademark- 126.22% 42.43%
Pacific Stock Exchange Technology Index* 116.40% 45.70%
</TABLE>

* The Pacific Stock Exchange Technology Index is an unmanaged, price-weighted
index of the top 100 U.S. technology stocks.

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RS INTERNET AGE FUND-TM-
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- INVESTMENT OBJECTIVE. Long-term capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in companies
that RSIM, L.P. believes are likely to benefit substantially from the
development of the Internet. Such companies may include (i) companies that
provide access, infrastructure, content, products, or services to Internet
companies or Internet users; (ii) companies engaged in e-commerce; and
(iii) other companies in any industry that RSIM, L.P. believes are likely to
benefit substantially as a direct or indirect result of the growth of the
Internet.

The following examples illustrate the wide range of products and services
provided by companies in which the Fund may invest:

- Computer hardware and software of any kind, including, for example,
semiconductors, semiconductor equipment, Internet access devices and
technologies, optical components, and any technology used in the
distribution of data, voice, or interactive content.

- Telecommunications products and services including landline, satellite,
and wireless technologies and any other related technology that may
emerge in the future.

- E-commerce, including the distribution or sale of goods and services to
individuals and businesses over the Internet or other means of
electronic commerce.

- Medical products and services developed or provided through or using
the Internet.

- Multimedia products and services.

- Data processing and interpretation products and services.

- Dissemination of market, economic, and financial information.

The Fund may invest in companies that RSIM, L.P. believes are likely to
benefit indirectly from the development of the Internet. For example, the
Fund might invest in media companies RSIM, L.P. believes will benefit
substantially from advertising by companies providing products or services
to Internet users. As a result, the Fund's investments will not necessarily
be limited to high-technology or similar companies but may include issuers
in a wide range of industries.

The Fund may invest in companies of any size. It is likely, however, that
the Fund will at times invest a substantial portion of its assets in small-
and mid-cap companies, if RSIM, L.P. believes that they offer the best
opportunities for long-term capital appreciation. RSIM, L.P. typically
considers a number of factors in evaluating a potential investment,
including, for example, whether a company participates in an emerging space
with a large market opportunity; whether the company has a distinct
proprietary element; whether it is gaining market share; whether it is
earning superior margins or experiencing superior profitability or whether
its incremental margins have potential to show improving returns; and
whether it has a strong management team. RSIM, L.P. may consider selling a
security for the Fund if the issuer's growth rate deteriorates or its
performance otherwise disappoints, if the price of the security attains
RSIM, L.P.'s price target or otherwise appears relatively high to RSIM,
L.P., or if there is an unfavorable change in the issuer's management or
corporate plans or if institutional ownership of the security increases
substantially. Because many of the markets in which the Fund invests are
characterized by rapid change, frequent new entrants, and price volatility,
RSIM, L.P. will trade the Fund's portfolio actively, potentially resulting
in a high portfolio turnover rate.

The Fund may sell securities short if RSIM, L.P. expects the values of those
securities to decline.

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- PRINCIPAL INVESTMENTS. The Fund invests principally in common stocks, but
may also invest any portion of its assets in preferred stocks and warrants.
The Fund invests primarily (and will normally invest at least 65% of its
assets) in companies that RSIM, L.P. believes are likely to benefit
substantially from the development of the Internet.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

- INTERNET-RELATED INVESTMENTS. Because the Fund's investments are
concentrated in the securities of companies whose success may depend on
the development of the Internet, the value of its shares will be
especially affected by factors peculiar to those companies and may
fluctuate more widely than the value of shares of a portfolio which
invests in a broader range of companies. These factors might include,
for example, intense competition, changes in consumer preferences,
challenges in achieving product compatibility, and government
regulation. Securities of such companies may experience significant
price movements caused by disproportionate investor optimism or
pessimism with little or no basis in fundamental economic conditions.

The Fund's investments in such companies may be highly volatile.
Changes in their prices may reflect 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 high-
technology investments generally.

- SMALLER COMPANIES. The Fund may invest in smaller companies, which
tend to be more vulnerable to adverse developments than larger
companies. Small companies may have limited product lines, markets, or
financial resources, or may depend on a limited management group. They
may be recently organized, with unproven records of success. Their
securities may trade infrequently and in limited volumes. As a result,
the prices of these securities may fluctuate more than the prices of
securities of larger, more widely traded companies and the Fund may
experience difficulty in establishing or closing out positions in these
securities at prevailing market prices. Also, there may be less
publicly available information about small companies or less market
interest in their securities as compared to larger companies, and it
may take longer for the prices of the securities to reflect the full
value of their issuers' earnings potential or assets.

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RS MICROCAP GROWTH FUND
--------------------------------------------------------------------------------

- INVESTMENT OBJECTIVE. Long-term capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in "micro-cap"
companies with market capitalizations of $750 million or less at the time of
investment that, in RSIM, L.P.'s opinion, have potential for long-term
capital appreciation. The Fund may invest the remainder of its assets in
securities of companies of any size. The Fund may also engage in short sales
of securities it expects to decline in price. The Fund will likely invest a
portion of its assets in technology and Internet-related companies.

In selecting investments for the Fund, RSIM, L.P. looks for companies with
sustainable revenue and earnings growth; companies that have a sustainable
competitive advantage, superior financial characteristics, and strong
management; and companies that are underfollowed by Wall Street analysts.
The Fund may sell a stock when RSIM, L.P. no longer believes that a company
provides these advantages or that the stock's price fully reflects what
RSIM, L.P. believes to be the company's value.

- PRINCIPAL INVESTMENTS. The Fund invests primarily in equity securities,
including common and preferred stocks, and warrants and securities
convertible into common or preferred stocks. The Fund under normal
circumstances invests at least 65% of its assets in "micro-cap" companies.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

- MICRO-CAP AND SMALL COMPANIES. The Fund invests primarily in micro-cap
and small companies, which tend to be more vulnerable to adverse
developments than larger companies. These companies may have limited
product lines, markets, or financial resources, or may depend on a
limited management group. They may be recently organized, without
proven records of success. Their securities may trade infrequently and
in limited volumes. As a result, the prices of these securities may be
more volatile than the prices of securities of larger, more widely
traded companies and the Fund may experience difficulty in establishing
or closing out positions in these securities at prevailing market
prices. Also, there may be less publicly available information about
small companies or less market interest in their securities as compared
to larger companies, and it may take longer for the prices of the
securities to reflect the full value of their issuers' earnings
potential or assets.

- SHORT SALES. Short sales may result in a loss if the value of the
security sold short increases between the date when the Fund enters
into the short sale and the date on which the Fund closes the short
sale.

- TECHNOLOGY AND INTERNET INVESTMENTS. The Fund's investments in
technology and Internet-related companies may be highly volatile.
Changes in their prices may reflect 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 and Internet-related investments generally.

14
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PERFORMANCE INFORMATION; BAR CHART

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1997 30.45
1998 -0.63
1999 56.66
</TABLE>

During the periods shown above, the highest quarterly return was 34.90% for the
quarter ended December 31, 1999, and the lowest was -24.58% for the quarter
ended September 30, 1998.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR (8/15/96)
<S> <C> <C>
RS MicroCap Growth Fund 56.66% 26.86%
Russell 2000 Growth Index* 43.09% 18.43%
</TABLE>

15
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RS MIDCAP OPPORTUNITIES FUND
--------------------------------------------------------------------------------

- INVESTMENT OBJECTIVE. Long-term total return.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests in equity and debt
securities of mid-cap companies that offer the potential for capital
appreciation and/or current income. A company will be considered a mid-cap
company if it has at the time of purchase by the Fund 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-Registered Trademark- Index on
the date of the last reconstitution of that index.

In selecting investments for the Fund, RSIM, L.P. may look to see whether the
company has a superior management team; whether the company has experienced
or has the potential for superior earnings per share momentum; and whether
there is a possible catalyst that has the potential to drive earnings and
valuations higher (for example, new management, a new product launch). RSIM,
L.P. may consider selling a security for the Fund if the stock price declines
substantially below the purchase price, if the price of the security attains
RSIM, L.P.'s price target or otherwise appears relatively high to RSIM, L.P.,
if the company's business fundamentals turn negative in RSIM, L.P.'s view, or
if RSIM, L.P. believes that another investment offers a better opportunity.

- PRINCIPAL INVESTMENTS. The Fund normally invests a majority of its assets in
common and preferred stocks, convertible securities, bonds, and notes. The
Fund will normally invest in equity securities that typically pay relatively
low dividends, and in convertible securities and preferred stocks, which
offer current income and the potential for capital appreciation upon
conversion. The Fund under normal circumstances invests at least 65% of its
assets in mid-cap companies. The Fund will likely invest a portion of its
assets in technology and Internet-related companies.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

- DEBT SECURITIES. The Fund's investments in debt securities are
obligations of the issuer to make payments of principal and/or interest
on future dates. As interest rates rise, the value of the Fund's debt
securities is likely to fall. This risk is generally greater for debt
securities with longer maturities. Debt securities also carry the risk
that the issuer or the guarantor of a security will be unable or
unwilling to make timely principal and/or interest payments, or
otherwise to honor its obligations.

- MID-CAP COMPANIES. The Fund invests in mid-cap companies, which tend
to be more vulnerable to adverse developments than larger companies.
Mid-cap companies may have limited product lines, markets, or financial
resources, or may depend on a limited management group. Their
securities may trade infrequently and in limited volumes. As a result,
the prices of these securities may fluctuate more than the prices of
securities of larger, more widely traded companies. Also, there may be
less publicly available information about mid-cap companies or less
market interest in their securities as compared to larger companies,
and it may take longer for the prices of the securities to reflect the
full value of their issuers' earnings potential or assets.

- CONVERTIBLE SECURITIES. "Convertible" securities include corporate
bonds, debentures, notes, or preferred stocks that can be converted
into (that is, exchanged for) common stock or other equity securities
of the same or a different issuer, and other securities, such as
warrants, that also provide an opportunity for equity participation. As
a result, convertible securities are subject to the risks of investment
generally in debt securities and to the risks of investment in equity
securities, as well.

16
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

- TECHNOLOGY AND INTERNET INVESTMENTS. The Fund's investments in
technology and Internet-related companies may be highly volatile.
Changes in their prices may reflect 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 and Internet-related investments generally.

- PORTFOLIO TURNOVER Frequent purchases and sales of the Fund's
portfolio securities involve expense to the Fund, including brokerage
commissions or dealer mark-ups and other transaction costs. They may
also result in realization of taxable capital gains, which may be taxed
to shareholders at ordinary income tax rates.

17
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
four calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1996 24.16
1997 22.40
1998 11.65
1999 56.12
</TABLE>

During the periods shown above, the highest quarterly return was 33.16% for the
quarter ended December 31, 1999, and the lowest was -13.53% for the quarter
ended September 30, 1998.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR (7/12/95)
<S> <C> <C>
RS MidCap Opportunities Fund 56.12% 27.62%
Russell Midcap Index* 18.23% 18.79%
</TABLE>

* The Russell Midcap Index is an unmanaged market capitalization-weighted index
which measures the performance of the 800 smallest companies in the Russell
1000 Index. Previously, information was presented in the Table regarding the
Russell Midcap Growth Index; RSIM believes that the broader scope of the
Russell Midcap Index offers a more appropriate comparison for the Fund's
performance. Performance of the Russell Midcap Growth Index for the past one
year and since 7/12/95 was 51.29% and 25.38%, respectively. Investment results
assume the reinvestment of dividends paid on the stocks constituting the
index.

18
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RS VALUE + GROWTH FUND
--------------------------------------------------------------------------------

- INVESTMENT OBJECTIVE. Capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in equity
securities of mid- and large-capitalization companies (with market
capitalizations greater than $1.5 billion). In selecting investments for the
Fund, the primary emphasis of Elijah Asset Management, LLC, sub-advisor to
the Fund, is typically on evaluating a company's management, growth
prospects, business operations, revenues, earnings, cash flows, and balance
sheet in relationship to its share price.

Elijah Asset Management seeks to identify stocks that are undervalued
relative to their growth prospects. For example, Elijah Asset Management may
look to see whether a company offers a new or improved product, service, or
business operation; whether it has experienced a positive change in its
financial or business condition; whether the market for its goods or services
has expanded or experienced a positive change; and whether there is a
potential catalyst for positive change in the company's business or stock
price. The Fund may sell a security if Elijah Asset Management determines
that the company has become overvalued due to price appreciation or has
experienced a change in its business fundamentals, if the company's growth
rate slows substantially, or if Elijah Asset Management believes that another
investment offers a better opportunity. The Fund may invest in securities of
larger and smaller companies. The Fund may also sell stocks short that Elijah
Asset Management believes are relatively overvalued. The Fund will likely
invest a portion of its assets in technology and Internet-related companies.

- PRINCIPAL INVESTMENTS. The Fund invests primarily in growth companies with
favorable relationships between price/earnings ratios and growth rates in
sectors offering the potential for above-average returns.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

- TECHNOLOGY AND INTERNET INVESTMENTS. The Fund's investments in
technology and Internet-related companies may be highly volatile.
Changes in their prices may reflect 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 and Internet-related investments generally.

19
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
seven calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1993 21.57
1994 23.11
1995 42.70
1996 14.12
1997 13.81
1998 27.44
1999 28.43
</TABLE>

During the periods shown above, the highest quarterly return was 24.07% for the
quarter ended December 31, 1998, and the lowest was -14.65% for the quarter
ended December 31, 1995.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR PAST FIVE YEARS (5/12/92)
<S> <C> <C> <C>
RS Value + Growth Fund 28.43% 24.85% 23.43%
Russell 1000 Growth Index* 33.16% 32.41% 22.40%
</TABLE>

* The Russell 1000 Growth Index is an unmanaged market capitalization-weighted
index containing those securities in the Russell 1000 Index with higher
price-to-book ratios and higher forecasted growth values. Investment results
assume the reinvestment of dividends paid on the stocks constituting the
index.

20
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

THE CONTRARIAN FUND-TM-
--------------------------------------------------------------------------------

- INVESTMENT OBJECTIVE. Maximum long-term growth.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests worldwide in attractively
priced equity securities of growth and value companies. The Fund invests
primarily in businesses that have not yet been discovered or become popular,
unpopular companies with growth potential due to changed circumstances,
companies that have declined in value and no longer command an investor
following, and previously popular companies temporarily out of favor due to
short-term factors. Although the Fund may invest in companies of any size, it
may at times invest a substantial portion of its assets in smaller companies.
The Fund may at times invest in companies engaged in the production,
development, or sale of natural resources. The Fund is a non-diversified
mutual fund.

In determining whether to buy or sell a security, RSIM, L.P. typically
performs substantial fundamental analysis of the company, to identify
companies offering the potential for long-term growth but which are out of
favor or have been overlooked.

The Fund may also do the following:

- Sell stocks short.

- Take positions in options and futures contracts in anticipation of a
market decline or advance.

- Borrow money to purchase additional portfolio securities.

- PRINCIPAL INVESTMENTS. The Fund invests primarily in equity securities of
domestic, multinational, and foreign companies whose potential values
generally have been overlooked by other investors.

- PRINCIPAL RISKS

- It is possible to lose money on an investment in the Fund.

- CONTRARIAN INVESTING. Because the Fund takes investment positions
contrary to those of most other investors, the Fund may not be able to
realize what RSIM believes to be the unrecognized value in a security
for a substantial period of time, if ever. It is also possible that
RSIM's investment decisions will turn out to have been premature or
incorrect. The Fund will not necessarily realize gains in a falling
market, and it is possible for the Fund to lose money in either a
rising or a falling market.

- EQUITY SECURITIES. One risk of investing in the Fund is the risk that
the value of the equity securities in the portfolio will fall, or will
not appreciate as anticipated by an investment adviser, due to factors
that adversely affect particular companies in the portfolio and/or the
U.S. equities market in general.

- FOREIGN SECURITIES. Investments in foreign securities entail risks not
present in domestic investments including, among others, risks related
to political or economic instability, currency exchange, and taxation.

- EMERGING MARKET SECURITIES. Investments in emerging markets are
subject to the same risks applicable to foreign investments generally
but to a greater extent. For example, the securities markets and legal
systems in emerging markets may provide few, or none, of the advantages
or protections of markets or legal systems available in more developed
countries. Emerging market securities may trade in limited volume and
may be illiquid. Exchanges, if any, on which they trade may not provide
all of the conveniences or protections provided by securities exchanges
in more developed markets.

21
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

- NON-DIVERSIFIED FUND. Because the Fund is "non-diversified," it
generally invests its assets in a more limited number of issuers than a
diversified investment company. As a result, its risk of loss increases
if the market value of a security declines or if an issuer is not able
to meet its obligations.

- FUTURES AND OPTIONS TRANSACTIONS. The Fund may lose money on futures
and options transactions because, among other things, the futures and
options may be illiquid or their prices may not correlate perfectly
with the securities or indices underlying them or with the prices of
any investments which they are intended to hedge, or because an
investment adviser forecasts market or price movements incorrectly. The
Fund also incurs transaction costs when it opens or closes futures or
option positions.

- SMALL COMPANIES. The Fund may invest in smaller companies, which tend
to be more vulnerable to adverse developments than larger companies.
These companies have limited product lines, markets, or financial
resources, or may depend on a limited management group. They may be
recently organized, without proven records of success. Their securities
may trade infrequently and in limited volumes. As a result, the prices
of these securities may fluctuate more than prices of securities of
larger, more widely traded companies and the Fund may experience
difficulty in establishing or closing out positions in these securities
at prevailing market prices. Also, there may be less publicly available
information about small companies or less market interest in their
securities as compared to larger companies, and it may take longer for
the prices of the securities to reflect the full value of their
issuers' earnings potential or assets.

- SHORT SALES AND OTHER SHORT POSITIONS. Short positions may result in a
loss if the value of the security or index in question increases
between the date when the Fund enters into the short position and the
date on which the Fund closes the short position.

- LEVERAGE. Borrowing money to invest in additional securities increases
the Fund's market exposure and risk and may result in losses. The
interest that the Fund must pay on borrowed money will reduce its net
investment income, and may also either offset any potential capital
gains or increase any losses.

- NATURAL RESOURCES INVESTMENTS. Prices of many natural resources are
currently at historically low levels; there can be no assurance as to
when, or whether, prices of those natural resources may recover.

22
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
six calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1994 -5.52
1995 30.86
1996 21.68
1997 -29.51
1998 -32.69
1999 38.31
</TABLE>

During the periods shown above, the highest quarterly return was 21.71% for the
quarter ended June 30, 1999, and the lowest was -30.17% for the quarter ended
September 30, 1998.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR PAST FIVE YEARS (6/30/93)
<S> <C> <C> <C>
The Contrarian Fund-TM- 38.31% 0.88% 1.54%
Morgan Stanley Capital International
All Country World Index* 25.49% 16.76% 14.46%
</TABLE>

* The Morgan Stanley Capital International All Country World Index is an
unmanaged, market capitalization-weighted index composed of companies
representative of the market structure of 47 developed and emerging market
countries.

23
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RS GLOBAL NATURAL RESOURCES FUND
--------------------------------------------------------------------------------

- INVESTMENT OBJECTIVE. Long-term capital appreciation.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in securities of
issuers in the natural resources industries. 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. The Fund may also sell a security short if RSIM,
L.P. expects its market price to decline.

- Companies in the natural resources industries include companies that
RSIM, L.P. 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 include, for example, energy sources, precious
metals, forest products, real estate, nonferrous metals, and other
basic commodities.

- Companies in the natural resources industries may include, for example:

- Companies that participate in the discovery and development of
natural resources from new or conventional sources.

- Companies that own or produce natural resources such as oil, natural
gas, precious metals, and other commodities.

- Companies that engage in the transportation, distribution, or
processing of natural resources.

- Companies that contribute new technologies for the production or
efficient use of natural resources, such as systems for energy
conversion, conservation, and pollution control.

- Companies that provide related services such as mining, drilling,
chemicals, and related parts and equipment.

- A particular company will be considered to be principally engaged in
the natural resources industries if at the time of investment RSIM,
L.P. determines that at least 50% of the company's assets, gross
income, or net profits are committed to, or derived from, those
industries. A company will also be considered to be principally engaged
in the natural resources industries if RSIM, L.P. 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.

In determining whether to buy or sell a security, RSIM, L.P. typically
performs substantial fundamental analysis of the company and its potential
for capital appreciation. RSIM, L.P. generally seeks to identify companies
that produce a rate of return on capital greater than their cost of capital
over a commodity cycle.

- PRINCIPAL INVESTMENTS. The Fund invests primarily in common stocks, but may
also invest in preferred stocks, securities convertible into stocks, and
warrants to purchase stocks. The Fund normally invests at least 65% of its
total assets in securities of companies in the natural resources industries.
The Fund may invest the remaining 35% of its assets in securities of
companies in any industry.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

24
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

- FOREIGN INVESTMENT. Investments in foreign securities entail risks not
present in domestic investments including, among others, risks related
to political or economic instability, currency exchange, and taxation.
Many companies engaged in the natural resources industries have
substantial operations in foreign countries including emerging markets.
Commodity markets and legal protections in those countries may be in
the early stages of development and may provide few of the advantages
or protections available in domestic markets.

- CONCENTRATION. Because the Fund concentrates in the natural resources
industries, the value of the Fund's shares will be especially affected
by factors peculiar to those industries and may fluctuate more widely
than the value of shares of a portfolio which invests in a broader
range of industries. Also, changes in regulatory policies may have a
material effect on the business of companies in those industries.
Prices of many natural resources are currently at historically low
levels; there can be no assurance as to when, or whether, prices of
those natural resources may recover.

- GEOGRAPHIC CONCENTRATION. There is no limit on the amount of the
Fund's assets that may be invested in securities of issuers domiciled
in any one country. To the extent that the Fund invests a substantial
amount of its assets in one country, it will be more susceptible to the
political and economic developments and market fluctuations in that
country than if it invested in a more geographically diversified
portfolio.

25
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
four calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN(%)
CALENDAR YEAR END
<S> <C>
1996 41.21
1997 -17.14
1998 -34.45
1999 22.39
</TABLE>

During the periods shown above, the highest quarterly return was 28.04% for the
quarter ended June 30, 1999, and the lowest was -22.47% for the quarter ended
September 30, 1998.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR (11/15/95)
<S> <C> <C>
RS Global Natural Resources Fund 22.39% (1.24)%
S&P 500 Index* 21.03% 26.66 %
</TABLE>

* 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. It is widely recognized as representative of the stock market in
general. Investment results assume the reinvestment of dividends paid on the
stocks constituting the index.

26
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RS PARTNERS FUND
--------------------------------------------------------------------------------

- INVESTMENT OBJECTIVE. Long-term growth.

- PRINCIPAL INVESTMENT STRATEGIES. The Fund invests in equity securities
primarily of companies with market capitalizations of up to $1 billion that
RSIM believes are undervalued. In evaluating potential investments for the
Fund, RSIM employs a value methodology, combining Graham & Dodd balance sheet
analysis and cash flow analysis (such as the Holt/Value Search cash-flow
model). The Fund may invest most or all 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 determining whether to buy or sell investments for the Fund, RSIM,
L.P. will:

- Perform fundamental research focusing on business analysis;

- Observe how management allocates capital;

- Strive to understand the unit economics of the business of the
company;

- Key on the cash flow rate of return on capital employed;

- Discern the sources and uses of cash;

- Consider how management is compensated; and

- Ask how the stock market is pricing the entire company.

- PRINCIPAL INVESTMENTS. Although the Fund invests principally in common
stocks, it may also invest in preferred stocks and warrants.

- PRINCIPAL RISKS.

- It is possible to lose money on an investment in the Fund.

27
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

interest in their securities as compared to larger companies, and it
may take longer for the prices of the securities to reflect the full
value of their issuers' earnings potential or assets.

PERFORMANCE INFORMATION; BAR CHART

The following information provides some indication of the risk of investing
in the Fund by showing changes in the Fund's performance from year to year, and
by comparing the Fund's returns with those of a broad measure of market
performance. The bar chart shows changes in the Fund's performance for the last
four calendar years. The table following the bar chart compares the Fund's
performance to a broad-based market index. THE FUND'S PAST PERFORMANCE 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.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ANNUAL RETURN (%)
CALENDAR YEAR END
<S> <C>
1996 43.15
1997 18.08
1998 -27.38
1999 3.73
</TABLE>

During the periods shown above, the highest quarterly return was 18.38% for the
quarter ended March 31, 1996, and the lowest was -23.21% for the quarter ended
September 30, 1998.

TABLE

AVERAGE ANNUAL TOTAL RETURNS (FOR SINCE INCEPTION
PERIODS ENDING DECEMBER 31, 1999) PAST ONE YEAR (7/12/95)
<S> <C> <C>
RS Partners Fund 3.73 % 6.50%
Russell 2000 Value Index* (1.49)% 11.04%
</TABLE>

* The Russell 2000 Value Index is an unmanaged market capitalization-weighted
index composed of those securities in the Russell 2000 Index with lower
price-to-book ratios and lower forecasted growth values. Investment results
assume the reinvestment of dividends paid on the stocks constituting the
index.

28
<PAGE>
--------------------------------------------------------------------------------

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

FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUNDS.

<TABLE>
<S> <C>
SHAREHOLDER FEES (paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None
Redemption Fee* None
Exchange Fee None
</TABLE>

--------------------------
* A $9.00 FEE IS CHARGED FOR REDEMPTIONS MADE BY BANK WIRE.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets):
<S> <C> <C> <C> <C> <C>
AGGRESSIVE DIVERSIFIED EMERGING INFORMATION INTERNET
GROWTH GROWTH GROWTH AGE AGE
----- ----- ----- ----- -----
Management Fees 1.00% 1.00% 1.00% 1.00% 1.25%
Distribution (12b-1) Fees 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses(1)(2) 0.38% 0.64% 0.26% 0.35% 0.32%
----- ----- ----- ----- -----
Total Annual Fund Operating Expenses(1)(2) 1.63% 1.89% 1.51% 1.60% 1.82%

Fee Waiver and/or Expense Limitations(2)(3) -- -- -- 0.01% 0.06%
----- ----- ----- ----- -----
Net Expenses(2)(3) 1.63% 1.89% 1.51% 1.59% 1.76%
</TABLE>

<TABLE>
<CAPTION>
MICROCAP MIDCAP VALUE + GLOBAL NATURAL
GROWTH OPPORTUNITIES GROWTH CONTRARIAN RESOURCES PARTNERS
---------- ------------- -------- ----------- -------------- --------
<S> <C> <C> <C> <C> <C> <C>
Management Fees 1.25% 1.00% 1.00% 1.50% 1.00% 1.25%
Distribution (12b-1) Fees 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses(1)(2) 0.47% 0.37% 0.31% 0.68% 1.17% 0.86%
----- ----- ----- ----- ----- -----
Total Annual Fund Operating
Expenses(1)(2) 1.97% 1.62% 1.56% 2.43% 2.42% 2.36%

Fee Waiver and/or Expense
Limitations(2)(3) 0.05% 0.02% -- 0.02% 0.39% 0.43%
----- ----- ----- ----- ----- -----
Net Expenses(2)(3) 1.92% 1.60% 1.56% 2.41% 2.03% 1.93%
</TABLE>

--------------------------
(1) OTHER EXPENSES FOR THE RS AGGRESSIVE GROWTH FUND AND RS INTERNET AGE
FUND-TM-, WHICH HAVE NOT YET COMPLETED A FULL FISCAL YEAR, ARE BASED ON
ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

(2) OTHER EXPENSES, TOTAL ANNUAL FUND OPERATING EXPENSES, FEE WAIVER AND/OR
EXPENSE LIMITATIONS, AND NET EXPENSES FOR THE DIVERSIFIED GROWTH FUND,
INFORMATION AGE FUND-REGISTERED TRADEMARK-, MIDCAP OPPORTUNITIES FUND, VALUE +
GROWTH FUND, CONTRARIAN FUND-TM-, GLOBAL NATURAL RESOURCES FUND, AND PARTNERS
FUND HAVE BEEN RESTATED TO REFLECT THE EFFECT OF EXPENSE LIMITATION
REIMBURSEMENTS AND ONE-TIME ACCOUNTING ADJUSTMENTS TO THE FUNDS' EXPENSES IN
1999.

(3) THE NET EXPENSES SHOWN ABOVE FOR THE INFORMATION AGE
FUND-REGISTERED TRADEMARK-, INTERNET AGE FUND-TM-, MICROCAP GROWTH FUND, MIDCAP
OPPORTUNITIES FUND, CONTRARIAN FUND-TM-, GLOBAL NATURAL RESOURCES FUND, AND
PARTNERS FUND SHOW THE EFFECT OF EXPENSE LIMITATIONS AND/OR FEE WAIVERS IN
EFFECT THROUGH DECEMBER 31, 2000 ON TOTAL ANNUAL FUND OPERATING EXPENSES.
EXPENSE LIMITATIONS AND/OR FEE WAIVERS ARE IMPOSED PURSUANT TO A WRITTEN
AGREEMENT BETWEEN RSIM AND THE TRUST OR PURSUANT TO A SUB-ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT BETWEEN THE TRUST AND PFPC, INC., AND MAY BE
REIMBURSED BY A FUND IN SUBSEQUENT YEARS.

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.

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EXAMPLE

This Example is intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in a 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 Fund's operating expenses remain the same as the Total Annual Fund Operating
Expenses shown above. Your actual costs may be higher or lower. Based on these
assumptions, your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
RS Aggressive Growth Fund $166 $514 -- --
RS Diversified Growth Fund $192 $594 $1,020 $2,203
RS Emerging Growth Fund $154 $477 $ 823 $1,796
The Information Age $162 $504 $ 869 $1,893
Fund-Registered Trademark-
RS Internet Age Fund-TM- $179 $567 -- --
RS MicroCap Growth Fund $195 $613 $1,056 $2,283
RS MidCap Opportunities Fund $163 $509 $ 878 $1,914
RS Value + Growth Fund $159 $493 $ 849 $1,851
The Contrarian Fund-TM- $245 $755 $1,291 $2,753
RS Global Natural Resources Fund $206 $717 $1,253 $2,715
RS Partners Fund $196 $695 $1,219 $2,652
</TABLE>

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

OTHER INVESTMENT STRATEGIES AND RISKS

In addition to the principal investment strategies described in the Summary
Information section above, the Funds may at times use the strategies and
techniques described below, which involve certain special risks. This Prospectus
does not attempt to disclose all of the various investment techniques and types
of securities that a Fund's Adviser might use in managing the Funds. As in any
mutual fund, investors must rely on the professional investment judgment and
skill of the Adviser.

A Fund may not achieve its objective in all circumstances and you could lose
money by investing. The following provides more detail about the Funds'
principal risks and the circumstances which could adversely affect the value of
a Fund's shares or its total return or yield.

In the remainder of this Prospectus, each of RSIM, L.P., RSIM, Inc., Elijah
Asset Management, LLC, and Eastbourne Management, L.L.C. is referred to
sometimes as an "Adviser" and they are sometimes referred to collectively as the
"Advisers."

The Funds' investment strategies and the portfolio investments of many of
the Funds differ from those of most other mutual funds. Each Adviser seeks
aggressively to identify favorable securities, economic and market sectors, and
investment opportunities that other investors and investment advisers may not
have identified. An 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 less
aggressive mutual funds. In addition, unlike most other mutual funds, some of
the Funds may engage in short sales of securities which involve special risks.
Each of the Funds may hold a portion of its assets in cash or money market
investments.

All percentage limitations on investments will apply at the time of
investment and will not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of the investment.

The Trustees of the Trust may change the investment objective and policies
of any Fund without a vote of the shareholders unless otherwise specifically
stated.

RISKS OF INVESTING IN THE FUNDS
-------------------------------------

INVESTMENTS IN SMALLER COMPANIES. Each of the Funds may invest a substantial
portion of its assets in securities issued by small companies. Such companies
may offer greater opportunities for capital appreciation than larger companies,
but 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 or success.
Also, the Fund may not have had an opportunity to evaluate such newer companies'
performance in adverse or fluctuating market conditions. While the markets in
securities of such companies have grown rapidly in recent years, such securities
may trade less frequently and in smaller volume than more widely held
securities. The values 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,
and it may take a longer period of time for the prices of such securities to
reflect the full value of their issuers' underlying earnings potential or
assets.

Some securities of smaller issuers may be restricted as to resale or may
otherwise be highly illiquid. The ability of a Fund to dispose of such
securities may be greatly limited, and a Fund may have to continue to hold such
securities during periods when an Adviser would otherwise

31
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have sold the security. It is possible that an 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.

FOREIGN SECURITIES. The Funds may invest in securities principally traded
in foreign markets. Because foreign securities are normally denominated and
traded in foreign currencies, the value of a Fund's assets may be affected
favorably or unfavorably by currency exchange rates, exchange control
regulations, foreign withholding 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 foreign
companies are not generally 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 are also generally higher than in the United States. 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.

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
affect the value of a Fund's investments in certain foreign countries. 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. In the case of securities issued by a foreign
governmental entity, the issuer may in certain circumstances be unable or
unwilling to meet its obligations on the securities in accordance with their
terms, and a Fund may have limited recourse available to it in the event of
default. The laws of some foreign countries may limit a Fund's ability to invest
in securities of certain issuers located in those foreign countries. Special tax
considerations apply to foreign securities. A Fund may buy or sell foreign
currencies and options and futures contracts on foreign currencies for hedging
purposes in connection with its foreign investments. Except as otherwise
provided in this Prospectus, there is no limit on the amount of a Fund's assets
that may be invested in foreign securities.

Each of the Funds may invest in securities of issuers in developing
countries. Certain Funds may at times invest a substantial portion of their
assets in such securities. Investments in developing countries are subject to
the same risks applicable to foreign investments generally, although those risks
may be increased due to conditions in such countries. For example, the
securities markets and legal systems in developing countries may only be in a
developmental stage and may provide few, or none, of the advantages or
protections of markets or legal systems available in more developed countries.
Although many of the securities in which the Funds may invest are traded on
securities exchanges, they may trade in limited volume, and the exchanges may
not provide all of the conveniences or protections provided by securities
exchanges in more developed markets. The Funds may also invest a substantial
portion of their assets in securities traded in the over-the-counter markets in
such countries and not on any exchange, which may affect the liquidity of the
investment and expose the Funds to the credit risk of their counterparties in
trading those investments. The prices of securities of issuers in developing
countries are subject to greater volatility than those of issuers in many more
developed countries.

DEBT SECURITIES. Each of the Funds may invest in debt securities from time
to time, if the Fund's Adviser believes investing in such securities might help
achieve the Fund's objective. The MidCap Opportunities and Partners Funds may
invest without limit in debt securities and other fixed-income securities. Each
of the other Funds may invest in debt securities to the extent consistent with
its investment policies, although the Fund's Adviser expects that under normal
circumstances those Funds would not likely invest a substantial portion of their
assets in debt securities.

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

The MIDCAP OPPORTUNITIES FUND, the DIVERSIFIED GROWTH FUND, and THE
CONTRARIAN FUND-TM- may invest in lower-quality, high-yielding debt securities.
Lower-rated debt securities (commonly called "junk bonds") are considered to be
of poor standing and predominantly speculative. Securities in the lowest rating
categories may have extremely poor prospects of attaining any real investment
standing, and some of those securities in which a Fund may invest may be in
default. The rating services' descriptions of securities in the lower rating
categories, including their speculative characteristics, are set forth in the
Statement of Additional Information.

Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. In addition, the
lower ratings of such securities 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. Changes by
recognized rating services in their ratings of any fixed-income security and in
the ability or perceived inability of an issuer to make payments of interest and
principal may also affect the value of these investments. See the Statement of
Additional Information.

Each of the other Funds will invest only in securities rated "investment
grade" or considered by a Fund's Adviser to be of comparable quality. Investment
grade securities are rated Baa or higher by Moody's Investors Service, Inc. or
BBB or higher by Standard & Poor's. Securities rated Baa or BBB lack outstanding
investment characteristics, have speculative characteristics, and are subject to
greater credit and market risks than higher-rated securities. Descriptions of
the securities ratings assigned by Moody's and Standard & Poor's are described
in the Statement of Additional Information.

A Fund will not necessarily dispose of a security when its debt rating is
reduced below its rating at the time of purchase, although the Fund's Adviser
will monitor the investment to determine whether continued investment in the
security will assist in meeting the Fund's investment objective. If a security's
rating is reduced below investment grade, an investment in that security may
entail the risks of lower-rated securities described below.

BORROWING AND LEVERAGE. THE CONTRARIAN FUND-TM- may borrow money to invest
in additional portfolio securities. This practice, known as "leverage,"
increases the Fund's market exposure and its risk. In addition, use of short
sales by the Fund may provide the economic equivalent of the Fund's borrowing
money. When the Fund has borrowed 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 interest the Fund must
pay on borrowed money will reduce the amount of any potential gains or increase
any losses. The extent to which the Fund will borrow money, and the amount it
may borrow, depend on market conditions and interest rates. Successful use of
leverage depends on the Adviser's ability to predict market movements correctly.
The Fund may at times borrow money by means of reverse repurchase agreements.
Reverse repurchase agreements generally involve the sale by the Fund of
securities held by it and an agreement to repurchase the securities at an
agreed-upon price, date, and interest payment. Reverse repurchase agreements
will increase the Fund's overall investment exposure and may result in losses.
The amount of money borrowed by the Fund for leverage may generally not exceed
one-third of the Fund's assets (including the amount borrowed).

SHORT SALES (AGGRESSIVE GROWTH FUND, RS INTERNET AGE FUND-TM-, MICROCAP
GROWTH FUND, VALUE + GROWTH FUND, THE CONTRARIAN FUND-TM-, AND GLOBAL NATURAL
RESOURCES FUND ONLY). When a Fund's Adviser anticipates that the price of a
security will decline, it may sell the security short and borrow the same
security from a broker or other institution to complete the sale. A Fund may
make a profit or incur a loss depending upon whether the market price of the
security decreases or increases between the date of the short sale and the date
on which the Fund must replace the borrowed security. 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, and there can be no assurance that

33
<PAGE>
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--------------------------------------------------------------------------------
a Fund will be able to close out the position at any particular time or at an
acceptable price.

The Contrarian Fund-TM- may enter into short sales on securities with a
value of up to 40% of the Fund's total assets. Use of short sales by a Fund may
have the effect of providing the Fund with investment leverage. For a
description of the effects and the risks of investment leverage, see "Borrowing
and leverage" in this Prospectus. Each of the Funds other than The Contrarian
Fund-TM- may enter into short sales on securities with a value of up to 25% of
the Fund's total assets.

ZERO COUPON BONDS. Any of the Funds may at times invest in so-called
"zero-coupon" bonds and "payment-in-kind" bonds. Zero-coupon bonds are issued at
a significant discount from face value and pay interest only at maturity rather
than at intervals during the life of the security. Payment-in-kind bonds allow
the issuer, at its option, to make current interest payments on the bonds either
in cash or in additional bonds. The values of zero-coupon bonds and payment-in-
kind bonds are subject to greater fluctuation in response to changes in market
interest rates than bonds which pay interest currently, and may involve greater
credit risk than such bonds.

OPTIONS AND FUTURES. A Fund may buy and sell call and put options to hedge
against changes in net asset value or to attempt to realize a greater current
return. In addition, through the purchase and sale of futures contracts and
related options, a Fund may at times seek to hedge against fluctuations in net
asset value and to attempt to increase its investment return.

A Fund's ability to engage in options and futures strategies will depend on
the availability of liquid markets in such instruments. It is impossible to
predict the amount of trading interest that may exist in various types of
options or futures contracts. Therefore, there is no assurance that a Fund will
be able to utilize these instruments effectively for the purposes stated above.
Options and futures transactions involve certain risks which are described below
and in the Statement of Additional Information.

Transactions in options and futures contracts involve brokerage costs and
may require a Fund to segregate assets to cover its outstanding positions. For
more information, see the Statement of Additional Information.

INDEX FUTURES AND OPTIONS. A Fund may buy and sell index futures contracts
("index futures") and options on index futures and on indices (or may purchase
investments whose values are based on the value from time to time of one or more
securities indices) for hedging purposes. An index future is a contract to buy
or sell units of a particular bond or stock index at an agreed price on a
specified future date. Depending on the change in value of the index between the
time when the Fund enters into and terminates an index futures or option
transaction, the Fund realizes a gain or loss. A Fund may also buy and sell
index futures and options to increase its investment return.

RISKS RELATED TO OPTIONS AND FUTURES STRATEGIES. Options and futures
transactions involve costs and may result in losses. Certain risks arise because
of the possibility of imperfect correlations between movements in the prices of
futures and options and movements in the prices of the underlying security or
index or of the securities held by a Fund that are the subject of a hedge. The
successful use by a Fund of the strategies described above further depends on
the ability of its Adviser to forecast market movements correctly. Other risks
arise from a Fund's potential inability to close out futures or options
positions. Although a Fund will enter into an options or futures transactions
only if its Adviser believes that a liquid secondary market exists for such
option or futures contract, there can be no assurance that a Fund will be able
to effect closing transactions at any particular time or at an acceptable price.

Each Fund expects that its options and futures transactions generally will
be conducted on recognized exchanges. A Fund may in certain instances purchase
and sell options in the over-the-counter markets. A Fund's ability to terminate
options in the over-the-counter markets may be more limited than for
exchange-traded options, and such transactions also involve the risk that
securities dealers participating in such

34
<PAGE>
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--------------------------------------------------------------------------------
transactions would be unable to meet their obligations to the Fund. A Fund will,
however, engage in over-the-counter transactions only when appropriate
exchange-traded transactions are unavailable and when, in the opinion of its
Adviser, the pricing mechanism and liquidity of the over-the-counter markets are
satisfactory and the participants are responsible parties likely to meet their
obligations.

A Fund will not purchase futures or options on futures or sell futures if,
as a result, the sum of the initial margin deposits on the Fund's existing
futures positions and premiums paid for outstanding options on futures contracts
would exceed 5% of the Fund's net assets. (For options that are "in-the-money"
at the time of purchase, the amount by which the option is "in-the-money" is
excluded from this calculation.)

NON-DIVERSIFICATION AND SECTOR CONCENTRATION. THE CONTRARIAN FUND-TM- and
the PARTNERS FUND are "non-diversified" investment companies, and may invest
their assets in a more limited number of issuers than may other investment
companies. Under the Internal Revenue Code, an investment company, including a
non-diversified investment company, generally may not invest more than 25% of
its assets in the securities of any one issuer other than U.S. Government
securities and other securities of certain other investment companies and, with
respect to 50% of its total assets, a Fund may not invest more than 5% of its
total assets in the securities of any one issuer (except U.S. Government
securities and securities of certain other investment companies). Thus, each of
those Funds may invest up to 25% of its total assets in the securities of each
of any two issuers. This practice involves an increased risk of loss to a Fund
if the market value of a security should decline or its issuer were otherwise
not to meet its obligations. At times a Fund may invest more than 25% of its
assets in securities of issuers in one or more market sectors such as, for
example, the technology sector. A market sector may be made up of companies in a
number of related industries. A Fund (other than The Information Age
Fund-Registered Trademark-, RS Internet Age Fund-TM-, and Global Natural
Resources Fund, which typically concentrate in specific market sectors) would
only concentrate its investments in a particular market sector if its Adviser
were to believe the investment return available from concentration in that
sector justifies any additional risk associated with concentration in that
sector. When a Fund concentrates its investments in a market 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.

HIGH-TECHNOLOGY AND THE INTERNET. Many of the Funds may invest all or a
substantial portion of their assets in companies in high-technology or
Internet-related sectors. Companies in those sectors 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.
Investments in these sectors may be highly volatile.

SECURITIES LOANS AND REPURCHASE AGREEMENTS. Each of the Funds other than
the Value + Growth Fund may lend portfolio securities to broker-dealers, and
each of 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.

DEFENSIVE STRATEGIES. At times, a Fund's 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, the Adviser may
temporarily use alternative strategies, primarily designed to reduce
fluctuations in the values of the Fund's assets. In implementing these
"defensive" strategies, a Fund may invest in U.S. Government securities, other
high-quality debt

35
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--------------------------------------------------------------------------------
instruments, and other securities its 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.

PORTFOLIO TURNOVER. The length of time a Fund has held a particular
security is not generally a consideration in investment decisions. The
investment policies of a Fund may lead to frequent changes in the Fund's
investments, particularly in periods of volatile market movements. A change in
the securities held by a Fund is known as "portfolio turnover." Portfolio
turnover generally involves some expense to a Fund, including brokerage
commissions or dealer mark-ups and other transaction costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains including short-term capital gains which
are generally taxed to shareholders at ordinary income tax rates. The Portfolio
turnover rates for each of the Funds are set forth under "Financial Highlights."

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISERS
-------------------------------------

RS Investment Management, L.P., 388 Market Street, Suite 200, San Francisco,
CA 94111, is the investment adviser for each of the Funds other than the
Emerging Growth Fund. RSIM, L.P., a California partnership, was formed in 1993.
RS Investment Management, Inc., 40 Tower Lane, Avon Park South, Avon,
Connecticut 06001 is the investment adviser for the Emerging Growth Fund.
RSIM, Inc. commenced operations in March 1986. (RSIM, L.P. and RSIM, Inc. are
sometimes referred to collectively in this Prospectus as "RS Investment
Management.")

Subject to such policies as the Trustees may determine, RS Investment
Management (or a Sub-Adviser to the Fund in question, as the case may be)
furnishes a continuing investment program for the Funds and makes investment
decisions on their behalf. 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.

The Advisers place all orders for purchases and sales of the Funds'
investments. In selecting broker-dealers, an Adviser may consider research and
brokerage services furnished to it and its affiliates. Subject to seeking the
most favorable price and execution available, an Adviser 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 within the succeeding two-year period, subject to any expense
limitations then applicable to the Fund in question.

ADMINISTRATIVE SERVICES. Each of the AGGRESSIVE GROWTH, DIVERSIFIED GROWTH,
THE INFORMATION AGE-REGISTERED TRADEMARK-, RS INTERNET AGE-TM-, MICROCAP GROWTH,
MIDCAP OPPORTUNITIES, AND GLOBAL NATURAL RESOURCES 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, 100 Pine St., Suite 420, San Francisco,
California 94111, a newly formed Delaware limited liability company, serves as
sub-adviser to The Information Age Fund-Registered Trademark- and the Value +
Growth Fund in respect of all of the assets of those Funds. Eastbourne
Management, L.L.C. 1101 Fifth Avenue, Suite 160, San Rafael, California 94901,
serves as a

36
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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. RSIM, L.P. pays a fee to Elijah Asset
Management with respect to each of The Information Age
Fund-Registered Trademark- and the Value + Growth Fund equal to 50% of the fees
paid to RSIM, L.P. by such Fund pursuant to its 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-Registered Trademark- and the Value + Growth Fund.
Previously, Mr. Elijah managed those Funds as an employee of RSIM, L.P.

EASTBOURNE MANAGEMENT, L.L.C. RSIM, L.P. allocates a portion of The
Contrarian Fund's-TM- 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 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 paid to RSIM, L.P. under its
Investment Advisory Agreement with the Fund, in respect of assets allocated to
Eastbourne. Eastbourne may terminate its sub-advisory agreement at any time.

For 1999, the Funds paid, in total, the following advisory fees (as a
percentage of each Fund's average net assets):

<TABLE>
<CAPTION>
ADVISORY CONTRACTUAL
FEES PAID* RATE
---------- -----------
<S> <C> <C>
RS Diversified Growth Fund 1.00% 1.00%
RS Emerging Growth Fund 1.00% 1.00%
The Information Age
Fund-Registered Trademark- 1.00% 1.00%
RS Internet Age Fund-TM-(1) 1.25% 1.25%
RS MicroCap Growth Fund 1.25% 1.25%
RS MidCap Opportunities Fund 0.94% 1.00%
RS Value + Growth Fund 1.00% 1.00%
The Contrarian Fund-TM- 1.50% 1.50%
RS Global Natural Resources Fund 1.00% 1.00%
RS Partners Fund 0.71% 1.25%
</TABLE>

* The fees paid reflect expense limitations in effect during the period for
certain Funds. They do not reflect reimbursements by the Funds during the year
for expenses borne by RSIM in prior periods.

(1) Shares of the RS Internet Age Fund-TM- were first offered for sale on
December 1, 1999. Therefore, the fees paid reflect fees for December 1 through
December 31, 1999.

PORTFOLIO MANAGERS

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-Registered Trademark-. 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.

James L. Callinan is responsible for managing the Emerging Growth Fund's and
the Aggressive Growth Fund's portfolios. Mr. Callinan is also a co-manager of RS
Internet Age Fund-TM-. From 1986 until June 1996, Mr. Callinan was employed by
Putnam Investments, where, beginning in

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June 1994, he served as portfolio manager of the Putnam OTC Emerging Growth
Fund. Mr. Callinan received an A.B. in economics from Harvard College, an M.S.
in accounting from New York University, and an M.B.A. from Harvard Business
School, and is a Charter Financial Analyst.

Ronald E. Elijah, formerly an employee of RSIM, L.P. and now a managing
member of Elijah Asset Management, 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-Registered Trademark-. 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.

David J. Evans is responsible for managing the portfolio of the MicroCap
Growth Fund. Mr. Evans has more than fifteen years of investment research and
management experience, and has been a part of the management team at RS
Investment Management since 1989. Mr. Evans was an analyst and portfolio manager
at CIGNA before joining RS Investment Management. He holds a B.A. from Muskingum
College and an M.B.A. from the Wharton School of the University of Pennsylvania.

Andrew P. Pilara, Jr. has been responsible for managing the Partners Fund
since the Fund's inception in July 1995 and is responsible for managing the
Global Natural Resources Fund. Since August 1993 he has been a member of The
Contrarian Fund-TM- management team. Mr. Pilara has been involved in the
securities business for over 25 years, with experience in portfolio management,
research, trading, and sales. Prior to joining RS Investment Management, he was
president of Pilara Associates, an investment management firm he established in
1974. He holds a B.A. in economics from St. Mary's College. Mr. Pilara served as
a Trustee of the Trust from September 1997 to May 1999.

Rainerio Reyes joined RS Investment Management in February 1994 and serves
as a co-portfolio manager of the MicroCap Growth Fund. Prior to joining RS
Investment Management, he was a manager in Ernst & Young's management consulting
division and served clients in the retail, hotel, financial services, real
estate, and business services industries. During the Aquino Administration,
Mr. Reyes served as Executive Assistant to the Secretary of Transportation and
Communications, Republic of the Philippines. While with the Hilton Hotels
Corporation, Mr. Reyes held various management positions with the food and
beverage and rooms divisions. Mr. Reyes holds a B.S. in hotel and restaurant
administration from Cornell University and an M.B.A. with a major in finance
from the Wharton School of the University of Pennsylvania.

John H. Seabern serves as a co-portfolio manager of the Diversified Growth
Fund. He has served on the management team of that Fund since its inception.
Mr. Seabern is also a research analyst for the MidCap Opportunities Fund. Prior
to joining the MidCap Opportunities Fund, Mr. Seabern was a research analyst for
The Contrarian Fund-TM-. He has been with RS Investment Management since
September 1993. Prior to that time, Mr. Seabern worked at Duncan-Hurst Capital
Management as a performance analyst for two years. He holds a B.S. degree in
finance from the University of Colorado and is a CFA.

John L. Wallace has been responsible for managing the MidCap Opportunities
Fund since its inception in July 1995 and is responsible for managing the
Diversified Growth Fund. Prior to joining RS Investment Management, Mr. Wallace
was Vice President of Oppenheimer Management Corp., where he was portfolio
manager of the Oppenheimer Main Street Income and Growth Fund. He holds a B.A.
from the University of Idaho and an M.B.A. from Pace University.

Catherine Baker is co-manager of RS Internet Age Fund-TM-. Ms. Baker joined
the RS Investment Management research team in March 1997 and is a member of RS
Growth Equities Group. Previously, she was a Principal and Senior Analyst
covering information technology and services companies at Robertson, Stephens &
Co. beginning in the spring of 1995.

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Prior to joining Robertson, Stephens & Co., she served as an analyst at Cowen &
Company. She also has previous brokerage analyst experience at J.P. Morgan
Securities and industry experience at IBM as an analyst in software
acquisitions. Cathy has a B.S.E. in Electrical Engineering from the University
of Michigan and an M.B.A. from Carnegie-Mellon University. She is also a CFA.

The Contrarian Fund-TM- is managed by a team of investment professionals at
RS Investment Management and Eastbourne Management, L.L.C. Mr. Paul Stephens and
Mr. Andrew P. Pilara, Jr. serve as senior members of the RS Investment
Management team for the Fund and Mr. Rick Barry serves as a senior member of the
Eastbourne team for the Fund.

HOW THE FUNDS' SHARES ARE PRICED

CALCULATION OF NET ASSET VALUE
-------------------------------------

Each Fund calculates the net asset value of its shares by dividing the total
value of its assets, less its liabilities, by the number of shares outstanding.
Shares are valued as of 4:30 p.m. eastern time on each day the New York Stock
Exchange is open. The Funds value their portfolio securities for which market
quotations are readily available at market value. Short-term investments that
will mature in 60 days or less are stated at amortized cost, which approximates
market value. The Funds value all other securities and assets at their fair
values as determined in accordance with the guidelines and procedures adopted by
the Trust's Board of Trustees.

The Funds will not price their shares on days when the New York Stock
Exchange is closed. The Funds expect that the days, other than weekend days,
that the New York Stock Exchange will be closed are New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day (observed), Labor Day, Thanksgiving Day, and Christmas Day.

Securities quoted in foreign currencies are translated into U.S. dollars at
the current exchange rates or at such other rates as may be used in accordance
with procedures approved by the Trustees. As a result, fluctuations in the
values of such currencies in relation to the U.S. dollar will affect the net
asset value of a Fund's shares even though there has not been any change in the
values of such securities as quoted in such foreign currencies. All assets and
liabilities of a Fund denominated in foreign currencies are valued in U.S.
dollars based on the exchange rate last quoted by a major bank prior to the time
when the net asset value of a Fund's shares is calculated. Because certain of
the securities in which a Fund may invest may trade on days when such Fund does
not price its shares, the net asset value 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
Exchange. The values of these securities used in determining the net asset value
are computed as of such times. Also because of the amount of time required to
collect and process trading information as to large number of securities issues,
the values of certain securities (such as convertible bonds) are determined
based on market quotations collected earlier in the day at the latest
practicable time prior to the close of the Exchange. Occasionally, events
affecting the value of such securities may occur between such times and the
close of the Exchange which will not be reflected in the computation of net
asset value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair value
following procedures approved by the Trustees.

During any 90-day period, the Trust is committed to pay in cash all requests
to redeem shares by any one shareholder, up to the lesser of $250,000 and 1% of
the value of a Fund's net assets at the beginning of the period. Should
redemptions by any shareholder of a Fund exceed this limitation, the Trust
reserves the right to redeem the excess amount in whole or in part

39
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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.

HOW TO PURCHASE SHARES

Currently, your minimum initial investment is $5,000 ($1,000 for IRA and for
gift/transfer-to-minor accounts), and your subsequent investments must be at
least $100 ($1 for IRA). You may obtain an Application by calling RS Funds at
1-800-766-FUND, or by writing to RS Funds at 388 Market Street, Suite 200, San
Francisco, CA 94111. For more information on RS Funds IRAs, please call to
request an IRA Disclosure Statement.

INITIAL INVESTMENTS
-------------------------------------

You may make your initial investment by mail or by wire transfer as
described below.

BY MAIL: Send a completed Application, together with a check made payable
to the Fund in which you intend to invest (or, if you are investing in more than
one Fund, make your check payable to RS Investment Trust), to the Funds'
Transfer Agent: National Financial Data Services, P.O. Box 219717, Kansas City,
MO 64121-9717.

BY OVERNIGHT MAIL: Send the information described above to: National
Financial Data Services, 330 West 9th Street, First Floor, Kansas City, MO
64105-1514.

BY WIRE:

(1) Telephone National Financial Data Services at 1-800-624-8025. Indicate the
name(s) to be used on the account registration, the mailing address, your
social security or tax ID number, the amount being wired, the name of your
wiring bank, and the name and telephone number of a contact person at the
wiring bank.

(2) Then instruct your bank to wire the specified amount, along with your
account name and number to:

State Street Bank and Trust Company
ABA# 011 000028
Attn.: Custody
DDA# 99047177
225 Franklin Street
Boston, MA 02110
Credit: [Name of Fund]
For further credit:
---------------------------------
(Shareholder's name)
---------------------------------
(Shareholder's account #)

(3) At the same time, you MUST mail a completed and signed Application to:
National Financial Data Services, P.O. Box 219717, Kansas City, MO
64121-9717. Please include your account number on the Application. Failure
to supply a signed Application may result in backup withholding.

You also may purchase and sell shares through certain securities brokers.
Such brokers may charge you a transaction fee for this service; account options
available to clients of securities brokers, including arrangements regarding the
purchase and sale of Fund shares, may differ from those available to persons
investing directly in the Funds. The Funds, an Adviser, or Provident
Distributors, Inc. ("Provident"), the Funds' distributor, may in their
discretion pay such brokers for shareholder, subaccounting, and other services.

SUBSEQUENT INVESTMENTS
-------------------------------------

After your account is open, you may invest by mail, telephone, or wire at
any time. Please include your name and account number on all checks and wires.
Please use separate checks or wires for investments to separate accounts.

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AUTOBUY. The Autobuy option allows shareholders to purchase shares by
moving money directly from their checking account to a Fund. If you have
established the Autobuy option, you may purchase additional shares in an
existing account in any amount that does not exceed the cumulative dollar value
held in the account, by calling the Transfer Agent at 1-800-624-8025 and
instructing the Transfer Agent as to the dollar amount you wish to invest. The
investment will automatically be processed through the Automatic Clearing House
(ACH) system. Shares will be issued at the net asset value per share after the
Fund accepts your order, which will typically be on the date when you provide
proper instructions to the Transfer Agent (assuming you do so prior to the close
of the New York Stock Exchange). There is no fee for this option. If you did not
establish this option at the time you opened your account, send a letter of
instruction, along with a voided check, to the Transfer Agent.

OTHER INFORMATION
ABOUT PURCHASING SHARES
-------------------------------------

The RS Emerging Growth Fund is currently closed to new investors. However,
certain retirement plans and new investors purchasing shares through certain
financial intermediaries may be permitted to purchase shares of the RS Emerging
Growth Fund. Contact RSIM for more information.

All purchases of the Funds' shares are subject to acceptance by a Fund and
are not binding until accepted and shares are issued. Your signed and completed
Application (for initial investments) or account statement stub (for subsequent
investments) and full payment, in the form of either a wire transfer or a check,
must be received and accepted by a Fund before any purchase becomes effective.
Failure to include your specific Fund and account information may delay
processing of purchases. Purchases of Fund shares are made at the net asset
value next determined after the purchase is accepted. See "How the Funds' Shares
are Priced." Please initiate any wire transfer early in the morning to ensure
that the wire is received by a Fund before the close of the New York Stock
Exchange, normally 4:00 p.m. eastern time.

All purchases must be made in U.S. dollars, and checks should be drawn on
banks located in the U.S. Third-party checks will not be accepted as payment for
purchases. 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 the Transfer Agent. Each Fund can redeem shares to reimburse it or
the Transfer Agent for any such loss.

Each Fund reserves the right to reject any purchase, in whole or in part,
and to suspend the offering of its shares for any period of time and to change
or waive the minimum investment amounts specified in this Prospectus.

No share certificates will be issued, except that certificates for shares of
the Emerging Growth Fund will be issued upon written request to the Transfer
Agent.

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HOW TO SELL SHARES

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

REDEMPTIONS BY MAIL
-------------------------------------

You may redeem your shares of a Fund by mailing a written request for
redemption to the Transfer Agent that:

(1) states the number of shares or dollar amount to be redeemed;

(2) identifies your Fund and account number; and

(3) is signed by you and all other owners of the account exactly as their names
appear on the account.

If you request that the proceeds from your redemption be sent to you at an
address other than your address of record, or to another party, you must include
a signature guarantee for each such signature by an eligible signature
guarantor, such as a member firm of a national securities exchange or a
commercial bank or trust company located in the United States. If you are a
resident of a foreign country, another type of certification may be required.
Please contact the Transfer Agent for more details. Corporations, fiduciaries,
and other types of shareholders may be required to supply additional documents
which support their authority to effect a redemption.

REDEMPTIONS BY TELEPHONE AND INTERNET
-------------------------------------

Unless you have indicated you do not wish to establish telephone redemption
privileges (see the Account Application or call the Transfer Agent for details),
you may redeem shares by calling the Transfer Agent at 1-800-624-8025 by the
close of the New York Stock Exchange, normally 4:00 p.m. eastern time, on any
day the New York Stock Exchange is open for business.

If an account has more than one owner, the Transfer Agent may rely on the
instructions of any one owner. Each Fund employs reasonable procedures in an
effort to confirm the authenticity of telephone instructions. If procedures
established by the Trust are not followed, the Funds and the Transfer Agent may
be responsible for any losses because of unauthorized or fraudulent
instructions. By not declining telephone redemption privileges, you authorize
the Transfer Agent to act upon any telephone instructions it believes to be
genuine (1) to redeem shares from your account and (2) to mail or wire the
redemption proceeds. If you recently opened an account by wire, you cannot
redeem shares by telephone until the Transfer Agent has received your completed
Application.

Telephone redemption is not available for shares held in IRAs. Each Fund may
change, modify, or terminate its telephone redemption services at any time upon
30 days' notice.

You may in the future be able to initiate many transactions electronically.
Neither the Funds nor the Transfer Agent will be responsible for any losses
resulting from unauthorized transactions if they follow reasonable security
procedures designed to verify the identity of the investor. The Transfer Agent
may request personalized security codes or other information. For transactions
conducted through the Internet, RSIM recommends the use of an Internet browser
with 128-bit encryption. If you do not want the ability to sell and exchange by
Internet, call RSIM for instructions.

WIRE TRANSFER OF REDEMPTIONS
-------------------------------------

If your financial institution receives Federal Reserve wires, you may
instruct that your redemption proceeds be forwarded to you by a wire transfer.
Please indicate your financial institution's complete wiring instructions. The
Funds will forward proceeds from telephone redemptions only to the bank account
or brokerage account that you have authorized in writing. A $9.00 wire fee will
be paid either by redeeming

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--------------------------------------------------------------------------------
shares from your account, or upon a full redemption, deducting the fee from the
proceeds.

AUTOSELL: The Autosell option allows shareholders to redeem shares from
their RS Fund accounts and to have the proceeds sent directly to their checking
account. If you have established the Autosell option, you may redeem shares by
calling the Transfer Agent at 1-800-624-8025 and instructing it as to the dollar
amount or number of shares you wish to redeem. The proceeds will automatically
be sent to your bank through the Automatic Clearing House (ACH) system. There is
no fee for this option. If you did not establish this option at the time you
opened your account, send a letter of instruction along with a voided check to
the Transfer Agent.

GENERAL REDEMPTION POLICIES
-------------------------------------

The redemption price per share is the net asset value per share next
determined after the Transfer Agent receives the request for redemption in
proper form, and each Fund will make payment for redeemed shares within seven
days thereafter. Under unusual circumstances, a Fund may suspend repurchases, or
postpone payment of redemption proceeds for more than seven days, as permitted
by federal securities law. If you purchase shares of a Fund by check (including
certified check) and redeem them shortly thereafter, the Fund will delay payment
of the redemption proceeds for up to fifteen days after the Fund's receipt of
the check or until the check has cleared, whichever occurs first. If you
purchase shares of a Fund through the Autobuy option and redeem them shortly
thereafter, the Fund will delay payment of the redemption proceeds for up to
fifteen days after your purchase of shares through the Autobuy option is
accepted.

You may experience delays in exercising telephone redemptions during periods
of abnormal market activity. Accordingly, during periods of volatile economic
and market conditions, you may wish to consider transmitting redemption orders
to the Transfer Agent by an overnight courier service.

EXCHANGES

Shares of one Fund may be exchanged for shares of another Fund. Exchanges of
shares will be made at their relative net asset values. Shares may be exchanged
only if the amount being exchanged satisfies the minimum investment required and
the shareholder is a resident of a state where shares of the Fund in question
are qualified for sale and qualifies to purchase shares of that Fund. (You may
not exchange shares of a Fund for shares of the Emerging Growth Fund unless you
are currently a shareholder of the Emerging Growth Fund.) However, you may not
exchange your investment more than four times in any twelve-month period
(including the initial exchange of your investment from that Fund during the
period, and subsequent exchanges of that investment from other Funds or RS money
market funds during the same twelve-month period).

Investors should note that an exchange will result in a taxable event and
will generally result in a taxable gain or loss. Exchange privileges may be
terminated, modified, or suspended by a Fund upon 60 days' prior notice to
shareholders.

Unless you have indicated that you do not wish to establish telephone
exchange privileges (see the Account Application or call the Funds for details),
you may make exchanges by telephone.

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DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes substantially all of its net investment income and net
capital gains to shareholders at least annually (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 the
shareholder requests cash payment on at least 10 days' prior written notice to
the Transfer Agent.

TAXES

QUALIFICATION AS A REGULATED INVESTMENT COMPANY. Each Fund intends to
qualify as a "regulated investment company" under Subchapter M of the Internal
Revenue Code and to meet all other requirements that are necessary for it to be
relieved of federal taxes on income and gains it distributes to shareholders. A
Fund will distribute substantially all of its net investment income and net
capital gain income on a current basis.

TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
distributions of investment income are taxable as ordinary income. Taxes on
distributions of capital gains are determined by how long the Fund owned the
investments that generated them, rather than how long shareholders have held
Fund shares. Distributions are taxable to shareholders even if they are paid
from income or gains earned by the Fund before an investment in a Fund (and thus
were included in the price paid for the Fund shares). Distributions of gains
from investments that the Fund owned for more than one year will be taxable as
capital gains. Distributions of gains from investments that the Fund owned for
one year or less will be taxable as ordinary income. 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 tax status of distributions paid to you by each of the Funds for
the preceding year.

TAXES WHEN YOU SELL OR EXCHANGE YOUR SHARES. Any gain resulting from the
sale or exchange of your shares in the Funds will also generally be subject to
federal income or capital gains tax, depending on your holding period. A Fund's
investments in certain debt obligations may cause the Fund to recognize taxable
income in excess of the cash generated by such obligations. Thus, a Fund could
be required at times to liquidate other investments in order to satisfy its
distribution requirements.

A Fund's investments in foreign securities may be subject to foreign
withholding taxes. In that case, the Fund's yield on those securities would be
decreased. 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. Shareholders in
a Fund that invests more than 50% of its assets in foreign securities may be
entitled to claim a credit or deduction with respect to foreign taxes.

CONSULT YOUR TAX ADVISOR ABOUT OTHER POSSIBLE TAX CONSEQUENCES. This is a
summary of certain federal tax consequences of investing in a Fund. You should
consult your tax advisor for more information on your own tax situation,
including possible foreign, state, and local taxes.

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DISTRIBUTION ARRANGEMENTS AND RULE 12b-1 FEES

Provident Distributors, Inc. is the principal underwriter of the Funds'
shares. To compensate Provident for the services it provides and for the
expenses it bears in connection with the distribution of a Fund's shares, each
Fund makes payments to Provident under a Distribution Plan adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, each of the
Funds pays Provident compensation, accrued daily and paid monthly, at the annual
rate of 0.25% of the Fund's average daily net assets. Provident may pay brokers
a commission expressed as a percentage of the purchase price of shares of the
Funds.

RS Investment Management or its affiliates provide certain services to
Provident in respect of the promotion of the shares of the Funds. In return for
those services, Provident pays to RS Investment Management or those affiliates a
portion of the payments received by Provident under the Distribution Plan. The
Plan is a compensation plan.

RS Investment Management and its affiliates or Provident, at their own
expense and out of their own assets, may also provide other compensation to
financial institutions 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 institutions
in connection with conferences, sales, or training programs for their employees,
seminars for the public, advertising or sales campaigns, or other financial
institution-sponsored special events. In some instances, this compensation may
be made available only to certain financial institutions 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
such may be prohibited by the laws or rules of any state or any self-regulatory
agency, such as the National Association of Securities Dealers, Inc.

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 on-going
basis. As a result, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

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

FINANCIAL HIGHLIGHTS

DIVERSIFIED GROWTH FUND

The financial highlights table is intended to help you understand the financial
performance of the Fund since the Fund commenced operations. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with each Fund's financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
Diversified Growth Fund
-----------------------------------------------------------------------------------------------------------------
PERIOD
YEAR YEAR YEAR 8/1/96
ENDED ENDED ENDED THROUGH
12/31/99 12/31/98 12/31/97 12/31/96(1)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $15.89 $14.04 $12.42 $10.00
Net investment income/(loss) -- (0.19) (0.17) (0.05)
Net realized and unrealized gain/(loss) 22.58 2.43 3.72 2.47
-----------------------------------------------------------------------------------------------------------------
Total operations 22.58 2.24 3.55 2.42
Distributions from net investment income -- -- -- --
Distribution from net realized capital gain (5.48) (0.39) (1.93) --
-----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $32.99 $15.89 $14.04 $12.42
Total Return 150.21% 16.28% 29.45% 24.20%
Net assets, end of period (thousands) $304,746 $69,031 $80,278 $59,588
Net ratio of expenses to average net assets 1.84% 1.89% 1.94% 2.28%*
Gross ratio of expenses to average net assets 1.89% 1.95% 2.14% 2.44%
Net ratio of net investment income/(loss) to average net
assets (1.40)% (1.29)% (1.20)% (1.05)%*
Gross ratio of net investment income/(loss) to average net
assets (1.44)% (1.35)% (1.40)% (1.21)%
Portfolio turnover rate 473% 403% 370% 69%
-----------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE DIVERSIFIED GROWTH FUND COMMENCED OPERATIONS ON AUGUST 1, 1996.

46
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--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

EMERGING GROWTH FUND

The financial highlights table is intended to help you understand the financial
performance of the Fund for the past five fiscal years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Fund's financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
Emerging Growth Fund
-----------------------------------------------------------------------------------------------------------------
NINE
YEAR YEAR YEAR YEAR MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95 3/31/95
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $22.95 $18.71 $20.07 $19.21 $18.36 $18.37
Net investment
income/(loss) 0.14 (0.20) (0.14) (0.17) (0.15) (0.17)
Net realized and unrealized
gain/(loss) 40.89 5.32 3.80 4.23 2.58 2.26
-----------------------------------------------------------------------------------------------------------------
Total operations 41.03 5.12 3.66 4.06 2.43 2.09
Distributions from net
investment income -- -- -- -- -- --
Distribution from net
realized capital gain (3.31) (0.88) (5.02) (3.20) (1.58) (2.10)
-----------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $60.67 $22.95 $18.71 $20.07 $19.21 $18.36
Total Return 182.56% 28.02% 18.54% 21.53% 13.50% 12.01%
Net assets, end of period
(thousands) $3,579,620 $403,330 $248,730 $210,404 $167,728 $182,275
Net ratio of expenses to
average net assets 1.51% 1.47% 1.50% 1.60% 1.64%* 1.56%
Gross ratio of expenses to
average net assets 1.51% 1.47% 1.50% 1.60% 1.64% 1.56%
Net ratio of net investment
income/(loss) to average
net assets (1.19)% (1.03)% (0.68)% (0.83)% (0.99)%* (0.96)%
Gross ratio of net
investment income/(loss)
to average net assets (1.19)% (1.03)% (0.68)% (0.83)% (0.99)% (0.96)%
Portfolio turnover rate 177% 291% 462% 270% 147% 280%
-----------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

THE EMERGING GROWTH FUND IS CURRENTLY CLOSED TO NEW INVESTORS.

47
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

THE INFORMATION AGE FUND-REGISTERED TRADEMARK-

The financial highlights table is intended to help you understand the financial
performance of the Fund since the Fund commenced operations. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Fund's financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
The Information Age Fund-Registered Trademark-
--------------------------------------------------------------------------------------------------------------------
PERIOD
YEAR YEAR YEAR YEAR 11/15/95
ENDED ENDED ENDED ENDED THROUGH
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95(1)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $17.96 $11.80 $11.51 $9.30 $10.00
Net investment income/(loss) -- (0.20) (0.22) (0.20) (0.01)
Net realized and unrealized gain/(loss) 21.72 6.36 0.95 2.68 (0.69)
--------------------------------------------------------------------------------------------------------------------
Total operations 21.72 6.16 0.73 2.48 (0.70)
Distributions from net investment income -- -- -- -- --
Distribution from net realized capital gain (3.89) -- (0.44) (0.27) --
--------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $35.79 $17.96 $11.80 $11.51 $9.30
Total Return 126.22% 52.20% 6.15% 26.72% (7.00)%
Net assets, end of period (thousands) $354,636 $159,604 $118,832 $106,264 $32,826
Net ratio of expenses to average net assets 1.68% 1.74% 1.82% 2.03% 2.13%*
Gross ratio of expenses to average net assets 1.69% 1.74% 1.82% 2.03% 2.13%
Net ratio of net investment income/(loss) to average
net assets (1.54)% (1.55)% (1.71)% (1.85)% (0.89)%*
Gross ratio of net investment income/(loss) to average
net assets (1.55)% (1.55)% (1.71)% (1.85)% (0.89)%
Portfolio turnover rate 182% 224% 369% 452% 89%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE INFORMATION AGE FUND-REGISTERED TRADEMARK- COMMENCED OPERATIONS ON
NOVEMBER 15, 1995.

48
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

RS INTERNET AGE FUND-TM-

The financial highlights table is intended to help you understand the financial
performance of the Fund since the Fund commenced operations. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Fund's financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
RS Internet Age Fund-TM-
--------------------------------------------------------------------------------------------------------------------
PERIOD
12/1/99
THROUGH
12/31/99(1)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.00
Net investment income/(loss) --
Net realized and unrealized gain/(loss) $2.18
--------------------------------------------------------------------------------------------------------------------
Total operations $2.18
Distributions from net investment income --
Distribution from net realized capital gain --
--------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.18
Total Return 21.80%
Net assets, end of period (thousands) $103,585
Net ratio of expenses to average net assets 1.76%*
Gross ratio of expenses to average net assets 1.82%
Net ratio of net investment income/(loss) to average
net assets (1.34)%*
Gross ratio of net investment income/(loss) to average
net assets (1.40)%
Portfolio turnover rate 2%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) RS INTERNET AGE FUND-TM- COMMENCED OPERATIONS ON DECEMBER 1, 1999.

49
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

MICROCAP GROWTH FUND

<TABLE>
<CAPTION>
MicroCap Growth Fund
-------------------------------------------------------------------------------------------------------------------
PERIOD
YEAR YEAR YEAR 8/15/96
ENDED ENDED ENDED THROUGH
12/31/99 12/31/98 12/31/97 12/31/96(1)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $14.26 $14.35 $11.00 $10.00
Net investment income/(loss) -- (0.21) (0.19) (0.08)
Net realized and unrealized gain/(loss) 8.08 0.12 3.54 1.08
-------------------------------------------------------------------------------------------------------------------
Total operations 8.08 (0.09) 3.35 1.00
Distributions from net investment income -- -- -- --
Distribution from net realized capital gain -- -- -- --
-------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $22.34 $14.26 $14.35 $11.00
Total Return 56.66% (0.63)% 30.45% 10.00%
Net assets, end of period (thousands) $103,312 $94,723 $104,858 $9,464
Net ratio of expenses to average net assets 1.92% 1.91% 1.95% 3.08%*
Gross ratio of expenses to average net assets 1.97% 2.01% 2.60% 6.40%
Net ratio of net investment income/(loss) to average net
assets (1.67)% (1.46)% (1.35)% (2.13)%*
Gross ratio of net investment income/(loss) to average net
assets (1.72)% (1.56)% (2.00)% (5.45)%
Portfolio turnover rate 90% 108% 170% 22%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE MICROCAP GROWTH FUND COMMENCED OPERATIONS ON AUGUST 15, 1996.

50
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

MIDCAP OPPORTUNITIES FUND

The financial highlights table is intended to help you understand the financial
performance of the Fund since the Fund commenced operations. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Fund's financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
MidCap Opportunities Fund
---------------------------------------------------------------------------------------------------------------------------------
PERIOD
YEAR YEAR YEAR YEAR 7/12/95
ENDED ENDED ENDED ENDED THROUGH
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95(1)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $14.04 $13.52 $13.62 $11.24 $10.00
Net Investment income/(loss) 0.04 0.14 0.07 0.02 --
Net realized and unrealized
gain/(loss) 6.95 1.34 2.90 2.70 1.24
---------------------------------------------------------------------------------------------------------------------------------
Total operations 6.99 1.48 2.97 2.72 1.24
Distributions:
Distributions from net investment
income (0.05) (0.19) (0.04) (0.02) --
Distribution from net realized
capital gain (5.06) (0.77) (3.03) (0.32) --
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $15.92 $14.04 $13.52 $13.62 $11.24
Total Return 56.12% 11.65% 22.40% 24.16% 12.40%
Net assets, end of period
(thousands) $226,529 $183,910 $298,669 $309,775 $136,902
Net ratio of expenses to average
net assets 1.59% 1.30% 1.30% 1.71% 1.94%*
Gross ratio of expenses to
average net assets 1.67% 1.64% 1.72% 1.76% 1.94%
Net ratio of net investment
income/(loss) to average net
assets 0.31% 1.00% 0.45% 0.18% (0.01)%*
Gross ratio of net investment
income/(loss) to average net
assets 0.23% 0.65% 0.03% 0.13% (0.01)%
Portfolio turnover rate 408% 212% 236% 212% 97%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE MIDCAP OPPORTUNITIES FUND COMMENCED OPERATIONS ON JULY 12, 1995.

51
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

VALUE + GROWTH FUND

The financial highlights table is intended to help you understand the financial
performance of the Fund for the past five fiscal years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with each Fund's financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
Value + Growth Fund
--------------------------------------------------------------------------------------------------------------------------
NINE
YEAR YEAR YEAR YEAR MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95 3/31/95
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $25.92 $23.18 $24.16 $22.66 $18.25 $13.56
Net investment income/(loss) -- (0.25) (0.26) (0.24) (0.16) (0.18)
Net realized and unrealized
gain/(loss) 7.16 6.33 3.71 3.47 4.57 5.07
--------------------------------------------------------------------------------------------------------------------------
Total operations 7.16 6.08 3.45 3.23 4.41 4.89
Distributions from net investment
income -- -- -- -- -- --
Distribution from net realized
capital gain (2.65) (3.34) (4.43) (1.73) -- (0.20)
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $30.43 $25.92 $23.18 $24.16 $22.66 $18.25
Total Return 28.43% 27.44% 13.81% 14.12% 24.16% 36.27%
Net assets, end of period
(thousands) $673,900 $677,505 $752,994 $643,157 $1,140,151 $428,903
Net ratio of expenses to average net
assets 1.59% 1.46% 1.44% 1.51% 1.45%* 1.68%
Gross ratio of expenses to average
net assets 1.59% 1.46% 1.44% 1.51% 1.45% 1.68%
Net ratio of net investment income/
(loss) to average net assets (1.20)% (0.96)% (0.96)% (1.06)% (1.04)%* (1.09)%
Gross ratio of net investment
income/ (loss) to average net
assets (1.20)% (0.96)% (0.96)% (1.06)% (1.04)% (1.09)%
Portfolio turnover rate 80% 190% 228% 221% 104% 232%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

52
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

THE CONTRARIAN FUND-TM-

The financial highlights table is intended to help you understand the financial
performance of the Fund for the past five fiscal years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with each Fund's financial statements, is included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
The Contrarian Fund-TM-
-----------------------------------------------------------------------------------------------------------------
NINE
YEAR YEAR YEAR YEAR MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95 3/31/95
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $7.23 $11.61 $16.57 $13.78 $10.70 $12.34
Net investment income/(loss) 0.20 (0.08) 0.00 0.00 (0.01) (0.04)
Net realized and unrealized
gain/(loss) 2.57 (3.72) (4.88) 2.99 3.09 (1.35)
-----------------------------------------------------------------------------------------------------------------
Total operations 2.77 (3.80) (4.88) 2.99 3.08 (1.39)
Distributions from net
investment income -- -- -- -- -- --
Distribution from net
realized capital gain -- (0.58) (0.08) (0.20) -- (0.25)
-----------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $10.00 $7.23 $11.61 $16.57 $13.78 $10.70
Total Return 38.31% (32.69)% (29.51)% 21.68% 28.79% (11.23)%
Net assets, end of period
(thousands) $115,911 $124,666 $398,242 $1,063,438 $507,477 $397,646
Net ratio of expenses to
average net assets 2.17% 2.83% 2.48% 2.46% 2.54%* 2.46%
Gross ratio of expenses to
average net assets 2.43% 2.83% 2.48% 2.46% 2.54% 2.58%
Net ratio of net investment
income/(loss) to average
net assets (1.17)% (0.80)% 0.01% (0.02)% (0.20)%* (0.27)%
Gross ratio of net
investment income/(loss) to
average net assets (1.43)% (0.80)% 0.01% (0.02)% (0.20)% (0.39)%
Portfolio turnover rate 86% 39% 36% 44% 29% 79%
-----------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

53
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

GLOBAL NATURAL RESOURCES FUND

<TABLE>
<CAPTION>
Global Natural Resources Fund
---------------------------------------------------------------------------------------------------------------------------------
PERIOD
YEAR YEAR YEAR YEAR 11/15/95
ENDED ENDED ENDED ENDED THROUGH
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95(1)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $7.46 $11.67 $14.29 $10.12 $10.00
Net investment
income/(loss) (0.01) (0.07) (0.05) (0.06) 0.02
Net realized and
unrealized gain/(loss) 1.68 (3.95) (2.39) 4.24 0.10
---------------------------------------------------------------------------------------------------------------------------------
Total operations 1.67 (4.02) (2.44) 4.18 0.12
Distributions from net
investment income -- -- -- (0.01) --
Distribution from net
realized capital gain -- (0.19) (0.18) -- --
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $9.13 $7.46 $11.67 $14.29 $10.12
Total Return 22.39% (34.45)% (17.14)% 41.21% 1.20%
Net assets, end of period
(thousands) $22,818 $23,476 $78,371 $120,521 $792
Net ratio of expenses to
average net assets 2.09% 1.95% 1.81% 1.94% 2.60%*
Gross ratio of expenses to
average net assets 2.42% 2.21% 1.82% 2.16% 14.25%
Net ratio of net
investment income/(loss)
to average net assets (1.72)% (0.69)% (0.38)% (0.45)% 1.84%*
Gross ratio of net
investment income/(loss)
to average net assets (2.05)% (0.96)% (0.38)% (0.67)% (9.81)%
Portfolio turnover rate 140% 63% 97% 82% 0%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE GLOBAL NATURAL RESOURCES FUND COMMENCED OPERATIONS ON NOVEMBER 15, 1995.

54
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (continued)

PARTNERS FUND

<TABLE>
<CAPTION>
Partners Fund
-------------------------------------------------------------------------------------------------------------------------
PERIOD
YEAR YEAR YEAR YEAR 7/12/95
ENDED ENDED ENDED ENDED THROUGH
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95(1)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.53 $16.49 $14.60 $10.39 $10.00
Net investment income/(loss) (0.04) (0.04) 0.13 0.13 0.06
Net realized and unrealized gain/(loss) 0.47 (4.31) 2.52 4.36 0.33
-------------------------------------------------------------------------------------------------------------------------
Total operations 0.43 (4.35) 2.65 4.49 0.39
Distribution from net investment income -- (0.38) (0.12) (0.06) --
Distribution from net realized capital gain -- (0.23) (0.64) (0.22) --
-------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $11.96 $11.53 $16.49 $14.60 $10.39
Total Return 3.73% (27.38)% 18.08% 43.15% 3.90%
Net assets, end of period (thousands) $22,374 $47,936 $194,133 $127,268 $7,480
Net ratio of expenses to average net assets 2.13% 1.88% 1.78% 1.93% 2.41%*
Gross ratio of expenses to average net assets 2.79% 2.07% 1.78% 2.15% 5.12%
Net ratio of net investment income/(loss) to average net
assets (1.24)% (0.26)% 0.82% 0.95% 1.34%*
Gross ratio of net investment income/(loss) to average
net assets (1.90)% (0.46)% 0.82% 0.73% (1.37)%
Portfolio turnover rate 84% 73% 78% 101% 71%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

Per share data has been determined by using the average number of shares
outstanding throughout the period.

* ANNUALIZED.

(1) THE PARTNERS FUND COMMENCED OPERATIONS ON JULY 12, 1995.

55
<PAGE>
This Page Intentionally Left Blank

56
<PAGE>
The Trust's Statement of Additional Information ("SAI") dated May 1, 2000
and annual and semi-annual reports to shareholders contain additional
information about the Funds. The SAI and the financial statements included in
the Trust's most recent annual report to shareholders are incorporated by
reference into this prospectus, which means that they are part of this
prospectus for legal purposes. The Trust's annual report discusses the market
conditions and investment strategies that significantly affected each Fund's
performance during its last fiscal year. You may obtain free copies of these
materials, request other information about the Funds, or make shareholder
inquiries by writing to the Trust at the address below or by telephoning
1-800-766-FUND.

The Trust, RS Investment Management, and Provident Distributors, Inc. have
adopted codes of ethics which, under certain circumstances, permit personnel
subject to those codes to invest in securities that may be purchased or held by
the Funds. The codes of ethics of the Trust, RS Investment Management, and
Provident are filed as an exhibit to the Trust's registration statement. You may
review and copy information about the Trust, including the SAI and the codes of
ethics, at the Securities and Exchange Commissions Public Reference Room in
Washington, D.C. You may call the Commission at 1-202-942-8090 for information
about the operation of the public reference room. The Commission maintains a Web
site at http://www.sec.gov, which contains reports and other information about
the Funds. You may also obtain copies of these materials, including the codes of
ethics, upon payment of a duplicating fee, by electronic request at the
following e-mail address: [email protected], or by writing the Public Reference
Section of the Commission, Washington, D.C. 20549-6009. You may need to refer to
the Trust's file number under the Investment Company Act, which is 811-05159.

ADDRESS CORRESPONDENCE TO:
RS Investment Management
388 Market Street, Suite 200
San Francisco, CA 94111
www.rsim.com

Shareholder Services
1-800-766-FUND

[LOGO]

RS INVESTMENT TRUST

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

PROSPECTUS
----------------

MAY 1, 2000
(AS REVISED NOVEMBER 30, 2000)

1-800-766-FUND
www.rsim.com

507509
Investment Company Act File No. 811-05159