UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05159

RS Investment Trust
(Exact name of registrant as specified in charter)

388 Market Street
San Francisco, CA 94111
(Address of principal executive offices) (Zip code)

Terry R. Otton
c/o RS Investments
388 Market Street
San Francisco, CA 94111
(Name and address of agent for service)

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

        Date of fiscal year end: December 31

Date of reporting period: June 30, 2007

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

Item 1. Report to Shareholders.

Growth Funds

RS Emerging Growth Fund
RS Growth Fund
The Information Age Fund^®
RS MidCap Opportunities Fund
RS Select Growth Fund
RS Smaller Company Growth Fund

6.30.07

Class A, C, K and Y Shares

RS Funds		24-Hour Account Access
Phone:	1.800.766.FUND (3863)	Phone:	1.800.766.FUND (3863), option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

Performance Update
Average Annual Returns as of 06/30/07

	Ticker Symbol	Inception Date	Gross Expenses			Year- to-Date			1 Year			3 Years			5 Years			10 Years			Since Inception
Growth Funds
RS Emerging	RSEGX	11/30/87
Growth Fund, Class A
without sales charge				1.49	%		12.68	%		19.69	%		11.05	%		11.93	%		10.75	%		15.72	%
with maximum sales charge							7.32	%		14.02	%		9.27	%		10.85	%		10.21	%		15.43	%
RS Emerging	RSEKX	01/22/07
Growth Fund, Class K†
without sales charge				1.93	%		—			—			—			—			—			12.89	%
RS Emerging	RSYEX	05/01/07
Growth Fund, Class Y†
without sales charge				1.20	%		—			—			—			—			—			6.91	%
RS Growth Fund, Class A	RSGRX	05/12/92
without sales charge				1.33	%		9.11	%		19.98	%		13.11	%		13.55	%		6.21	%		12.00	%
with maximum sales charge							3.94	%		14.26	%		11.29	%		12.45	%		5.69	%		11.65	%
RS Growth Fund, Class C†	RGWCX	06/29/07
without sales charge				2.08	%		—			—			—			—			—			0.00	%
RS Growth Fund, Class K†	RSGKX	11/27/06
without sales charge				1.78	%		8.98	%		—			—			—			—			9.78	%
RS Growth Fund, Class Y†	RGRYX	05/01/07
without sales charge				1.05	%		—			—			—			—			—			5.38	%
The Information	RSIFX	11/15/95
Age Fund®, Class A
without sales charge				1.61	%		13.73	%		28.79	%		9.06	%		18.97	%		9.40	%		9.95	%
with maximum sales charge							8.34	%		22.66	%		7.31	%		17.82	%		8.87	%		9.49	%
The Information	RINCX	05/02/07
Age Fund®, Class C†
without sales charge				2.34	%		—			—			—			—			—			6.62	%
with sales charge							—			—			—			—			—			5.62	%
The Information	RIFKX	01/19/07
Age Fund®, Class K†
without sales charge				2.04	%		—			—			—			—			—			15.72	%
The Information	RIFYX	05/01/07
Age Fund®, Class Y†
without sales charge				1.31	%		—			—			—			—			—			7.62	%

^† RS Emerging Growth Fund Class K and Y shares (Inception dates are: 01/22/07 and 05/01/07, respectively), RS Growth Fund Class C, K, and Y shares (Inception dates are: 06/29/07, 11/27/06, and 05/01/07, respectively), The Information Age Fund® Class C, K, and Y shares (Inception dates are: 05/02/07, 01/19/07, and 05/01/07, respectively), RS MidCap Opportunities Fund Class C, K, and Y shares (Inception dates are: 05/21/07, 12/04/06, and 05/01/07, respectively), RS Select Growth Fund Class K shares (Inception date: 02/12/07), and RS Smaller Company Growth Fund Class K and Y shares (Inception dates are: 03/02/07 and 05/01/07, respectively) “since inception” returns are not annualized and represent cumulative total returns.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Funds’ total gross annual operating expense ratios as of the most current prospectus are included in the table above. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Funds’ fees and expenses as detailed in the Funds’ most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect expense limitations in effect during the periods shown; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is periodically updated on our Web site: www.RSinvestments.com.

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in high-technology and Internet-related sectors may be highly volatile. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

This report may be used only when preceded or accompanied by a prospectus. You should carefully consider the investment objectives, risks, charges, and expenses of the RS Funds before making an investment decision. The prospectus contains this and other information—please read it carefully before investing or sending money. Except as noted, numbers are unaudited. To obtain a copy, please call 800-766-FUND or visit www.RSinvestments.com

Distributed by: Guardian Investor Services LLC (GIS), 7 Hanover Square, New York, NY 10004. GIS is a member: FINRA, SIPC.

RS Funds		24-Hour Account Access
Phone:	1.800.766.FUND (3863)	Phone:	1.800.766.FUND (3863), option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

Performance Update
Average Annual Returns as of 06/30/07

	Ticker Symbol	Inception Date	Gross Expenses			Year- to-Date			1 Year			3 Years			5 Years			10 Years			Since Inception
Growth Funds
RS MidCap
Opportunities Fund, Class A	RSMOX	07/12/95
without sales charge				1.33	%		14.26	%		19.23	%		13.66	%		15.51	%		10.24	%		12.35	%
with maximum sales charge							8.80	%		13.54	%		11.82	%		14.41	%		9.71	%		11.90	%
RS MidCap
Opportunities Fund, Class C†	RMOCX	05/21/07
without sales charge				2.12	%		—			—			—			—			—			0.19	%
with sales charge							—			—			—			—			—			-0.81	%
RS MidCap
Opportunities Fund, Class K†	RSMKX	12/04/06
without sales charge				1.82	%		14.05	%		—			—			—			—			10.26	%
RS MidCap
Opportunities Fund, Class Y†	RMOYX	05/01/07
without sales charge				1.09	%		—			—			—			—			—			4.86	%
RS Select Growth Fund, Class A	RSDGX	08/01/96
without sales charge				1.62	%		10.69	%		19.03	%		6.37	%		9.24	%		11.62	%		13.54	%
with maximum sales charge							5.45	%		13.37	%		4.66	%		8.18	%		11.08	%		13.03	%
RS Select Growth Fund, Class K†	RSDKX	02/12/07
without sales charge				2.03	%		—			—			—			—			—			7.71	%
RS Smaller Company
Growth Fund, Class A	RSSGX	08/15/96
without sales charge				1.51	%		9.15	%		13.07	%		10.42	%		11.91	%		10.73	%		12.16	%
with maximum sales charge							3.97	%		7.71	%		8.64	%		10.83	%		10.19	%		11.66	%
RS Smaller Company
Growth Fund, Class K†	RSSKX	03/02/07
without sales charge				2.01	%		—			—			—			—			—			9.94	%
RS Smaller Company
Growth Fund, Class Y†	RSMYX	05/01/07
without sales charge				1.28	%		—			—			—			—			—			4.63	%

^† RS Emerging Growth Fund Class K and Y shares (Inception dates are: 01/22/07 and 05/01/07, respectively), RS Growth Fund Class C, K, and Y shares (Inception dates are: 06/29/07, 11/27/06, and 05/01/07, respectively), The Information Age Fund® Class C, K, and Y shares (Inception dates are: 05/02/07, 01/19/07, and 05/01/07, respectively), RS MidCap Opportunities Fund Class C, K, and Y shares (Inception dates are: 05/21/07, 12/04/06, and 05/01/07, respectively), RS Select Growth Fund Class K shares (Inception date: 02/12/07), and RS Smaller Company Growth Fund Class K and Y shares (Inception dates are: 03/02/07 and 05/01/07, respectively) “since inception” returns are not annualized and represent cumulative total returns.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Funds’ total gross annual operating expense ratios as of the most current prospectus are included in the table above. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Funds’ fees and expenses as detailed in the Funds’ most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect expense limitations in effect during the periods shown; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is periodically updated on our Web site: www.RSinvestments.com.

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in high-technology and Internet-related sectors may be highly volatile. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

This report may be used only when preceded or accompanied by a prospectus. You should carefully consider the investment objectives, risks, charges, and expenses of the RS Funds before making an investment decision. The prospectus contains this and other information—please read it carefully before investing or sending money. Except as noted, numbers are unaudited. To obtain a copy, please call 800-766-FUND or visit www.RSinvestments.com

Distributed by: Guardian Investor Services LLC (GIS), 7 Hanover Square, New York, NY 10004. GIS is a member: FINRA, SIPC.

www.RSinvestments.com     1

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2     Call 1.800.766.FUND

Table of Contents

RS Investments Overview
Highlights	4
CEO’s Letter	6
Portfolio Manager Biographies	9
RS Growth Funds
RS Emerging Growth Fund	12
RS Growth Fund	18
The Information Age Fund®	22
RS MidCap Opportunities Fund	26
RS Select Growth Fund	31
RS Smaller Company Growth Fund	35
Understanding Your Fund’s Expenses	40
Financial Information
Schedules of Investments	44
Statements of Assets and Liabilities	58
Statements of Operations	60
Statements of Changes in Net Assets	62
Financial Highlights	66
Notes to Financial Statements	77
Supplemental Information	83

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007. The views expressed in the portfolio manager letters are those of the Fund’s portfolio manager(s) and are subject to change without notice. They do not necessarily represent the views of RS Investments or Guardian Investor Services LLC. The letters contain some forward-looking statements providing current expectations or forecasts of future events; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

www.RSinvestments.com     3

Highlights

RS Funds Received Four-Star Overall Morningstar Rating™¹(including the effects of sales charges, loads, and redemption fees)

Based on risk-adjusted returns, RS Partners Fund and RS Emerging Markets Fund (Class A Shares) received an Overall Morningstar Rating™ of four stars from Morningstar, a proprietary research firm, as of June 30, 2007.

Morningstar Ratings
As of 06/30/07

RS Fund	Overall Morningstar RatingTM
RS Partners Fund (Out of 500 small blend funds)	««««
RS Emerging Markets Fund (Out of 204 diversified emerging markets funds)	««««

Top Decile and Quartile RS Funds²

The following (Class A Shares) RS Funds were ranked in the top decile or quartile of their peer groups by Lipper for the five- and 10-year periods ended June 30, 2007. Rankings are based on total return.

Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year
The Information Age Fund® Number 10 fund out of 237 funds in the science and technology funds category. It also ranked number 35 out of 283 funds for the one-year period, number 115 out of 257 funds for the three-year period, and number 8 fund out of 45 funds for the 10-year period.	ü
RS Partners Fund Number 3 fund out of 442 funds in the small-cap core funds category. It also ranked number 313 out of 732 funds for the one-year period, number 33 out of 564 funds for the the three-year period, and number 9 fund out of 150 funds for the 10-year period.	ü
RS Value Fund Number 7 fund out of 177 funds in the mid-cap value funds category. It also ranked number 69 out of 297 funds for the one-year period, number 15 out of 232 funds for the three-year period, and number 48 out of 53 for the 10-year period.	ü
RS Global Natural Resources Fund Number 14 fund out of 75 funds in the natural resources funds category. It also ranked number 123 out of 132 funds for the one-year period, number 50 out of 94 funds for the three-year period, and number 27 out of 38 funds for the 10-year period.		ü
RS Growth Fund Number 71 fund out of 338 funds in the multi-cap growth funds category. It also ranked number 168 out of 514 funds for the one-year period, number 116 out of 410 funds for the three-year period, and number 75 out of 132 funds for the 10-year period.		ü

4     Call 1.800.766.FUND

Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year (continued)
RS MidCap Opportunities Fund Number 45 fund out of 383 funds in the mid-cap growth funds category. It also ranked number 284 out of 608 funds for the one-year period, number 214 out of 485 funds for the three-year period, and number 38 fund out of 159 funds for the 10-year period.		ü
RS Tax-Exempt Fund Number 34 fund out of 207 funds in the general municipal funds category. It also ranked number 76 out of 236 funds for the one- year period, number 38 out of 221 funds for the three-year period, and number 16 out of 130 for the 10-year period.		ü
10-Year
RS Emerging Markets Fund Number 15 fund out of 81 funds in the emerging markets funds category. It also ranked number 133 out of 239 funds for the one- year period, number 34 out of 189 for the three-year period, and number 51 out of 159 for the five-year period.		ü
RS Select Growth Fund Number 34 fund out of 156 funds in the small-cap growth funds category. It also ranked number 195 out of 565 funds for the one-year period, number 436 out of 458 funds for the three-year period, and number 338 out of 380 funds for the 5-year period.		ü

	The information contained herein was obtained from sources we believe to be reliable and we have attempted to insure accuracy. Investors relying on information contained herein are encouraged to verify this information directly with the rating agency or through independent sources.
1	© 2006 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.
	Please note, some of the Morningstar proprietary calculations, including the Morningstar Rating™, are not customarily calculated based on adjusted historical returns. The evaluation of this investment does not affect the retail mutual fund data published by Morningstar. For each retail mutual fund with at least three-year history, Morningstar calculates a Morningstar Rating™ based on Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a retail mutual fund is derived from a weighted average of the performance figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating metrics. This investment’s independent Morningstar Rating metric is then compared against the retail mutual fund universe breakpoints to determine its hypothetical rating.
	RS Partners Fund was rated against the following numbers of U.S.-domiciled Small Blend funds over the following time periods: 500 funds in the last three years, 393 funds in the last five years, and 148 funds in the last 10 years. With respect to these Small Blend funds, RS Partners Fund received a Morningstar Rating of 4 stars, 5 stars, and 4 stars for the three-, five-, and 10-year periods. RS Emerging Markets Fund was rated against the following numbers of U.S.-domiciled Diversified Emerging Markets funds over the following time periods: 204 funds in the last three years, 179 funds in the last five years, and 91 funds in the last 10 years. With respect to these Diversified Emerging Markets funds, RS Emerging Markets Fund received a Morningstar Rating of 3 stars, 3 stars, and 4 stars for the three-, five-, and 10-year periods.
	Performance quoted represents past performance and does not guarantee future results.
2	© 2006 REUTERS. Lipper rankings are based on total return with dividends reinvested and do not take into account or reflect sales charges. Lipper, a wholly owned subsidiary of Reuters, is a leading global provider of mutual fund information and analysis to fund companies, financial intermediaries, and media organizations. Lipper clients manage more than 95% of U.S. fund assets. The firm, founded in 1973 and headquartered in New York, tracks 125,000 funds worldwide through its offices in major financial capitals in North America, Europe, and Asia. Read the following restrictions: Information on this page has been sourced from Lipper, a Reuters Company (“Lipper Content”). All such information is protected by copyright: © 2006 REUTERS. All rights reserved. Any copying, republication, or redistribution of Lipper Content is expressly prohibited without the prior written consent of Lipper. Lipper and its parent and affiliated companies will not be liable for any errors or delays in the content or for any actions taken in reliance thereon. LIPPER and the LIPPER Corporate Marks are proprietary trademarks of Lipper, a Reuters Company. For additional information on the other Lipper Services, please visit the Lipper Web site at http://www.lipperweb.com.
	Market volatility can affect short-term performance. Favorable ratings do not necessarily indicate positive returns. Please visit www.RSinvestments.com for more information on the RS Funds.

www.RSinvestments.com     5

CEO’s Letter

Terry R. Otton
CEO, RS Investments

June 30, 2007

Dear Fellow Shareholders,

The first six months of the year provided a strong tail-wind for the RS fund family. In fact, each RS equity fund delivered positive returns, and a majority of them outperformed their average Morningstar category peer. The markets were up for the reporting period, and many of our funds were up even more.

Fast forward a few weeks into August and, as I write this letter, the market has taken a decidedly different tone. Subprime loan concerns have rippled through the markets causing investors everywhere to re-evaluate risk.

Our funds were not immune to the market weakness over this more recent period. Overall, our short-term results reflected those of the broader market.

In the face of the market turmoil, our portfolio managers remain steadfast in their focus on the impact this or other potential fallout may have on companies in which they invest. While these developments certainly make their jobs more challenging, the portfolio managers of each Fund believe that the Fund’s holdings continue to be consistent with its objective and strategy, and they will continue to monitor the Fund’s holdings carefully in light of further developments. Overall, our research continues to give us confidence in the fundamental business prospects of the companies in our funds.

We’ve been managing shareholders’ assets for over 21 years and have weathered many market cycles and environments. Our long-term results reflect an adherence to a sound investment process which has been honed by a team of dedicated and passionate investment professionals. As long-term fundamental investors, we believe our experience sets us apart and provides much-needed perspective, particularly in times like these.

In fact, our investment approach has generated meaningful results over the long term. On a relative basis, 73%, 67%, 58% and 69% of RS funds ranked

6     Call 1.800.766.FUND

in the top half of their peer groups for the 1-, 3-, 5-, and 10-year periods, respectively (according to Morningstar)*. The numbers for RS’ actively managed equity funds are even stronger.

Successful investing requires a sound strategy and, at times, the fortitude to stick with it through thick and thin. We believe that, with RS, you’ve hired the right team as your investment partner to help you reach your long-term goals.

Commitment to Excellence

The long-term performance of the RS funds reflects strength across all areas of our business. We have always believed that if we hire and retain the best people and provide a culture that encourages integrity, passion, and excellence, we would be able to endure the ups and downs of the markets and provide long-term investment excellence. Moreover, we continue to work at getting better at everything we do.

Most recently, we have focused on further strengthening our investment teams. In May, we promoted several long-time analysts to co-managers on the RS Emerging Growth and RS Select Growth Funds and adopted a team approach on the RS MidCap Opportunities, RS Growth, and RS Smaller Company Growth Funds. We also welcomed Christopher Clark to the Growth team as an analyst specializing in healthcare, adding not only depth, but additional breadth to our coverage. Overall, members of the RS Growth team have an average of nearly 14 years of experience in investment management.

We continued to invest in our Value team as well. Experienced analysts Martin Engel, Joseph Mainelli and Clinton Yara joined this year and now bring the team to eleven members strong, averaging nearly 14 years of experience. This team is led by five portfolio managers who have an average of 19 years of experience in the industry.

Similarly, the RS Core team has strengthened both in numbers and depth of talent with the addition of two members this year, Adam Weiner and Sudip Lahiri. This ten-person team averages over 11 years of experience, including an average 17 years at the portfolio-manager level.

RS Investments also offers extensive fixed-income research and investment capability through our sub-adviser, Guardian Investor Services LLC. The Fixed Income Team consists of 28 seasoned investment professionals, including portfolio managers, traders, credit analysts, and quantitative risk-management specialists. Together they bring a wealth of experience and insight to the fixed-income strategies offered by RS Investments.

These significant investments in experienced investment professionals are designed to sustain and build upon the unique advantages the RS investment process provides, and for which you hired us. As fundamental investors, we value experience and believe the strength and depth of our investment teams places RS Investments firmly in the top echelon of the industry.

We are well prepared to help you with your financial planning needs. Financial planning for future retirement, children’s education, etc. requires prudent asset allocation and risk management. As discussed above, our diverse suite of products spans the investment spectrum, providing essential elements of long-term, solution-driven financial strategies.

Product Innovation

In July, we introduced RS Equity Dividend Fund. This new offering seeks to capitalize on the strength of companies which we believe have the potential to grow the dividends they pay to shareholders. The portfolio will be managed by 19-year industry veteran Ray Anello and supported by the experienced RS Core team mentioned above.

This new product is intended to complement the large-cap RS Core Equity Fund and RS Small Cap Core Equity Fund. Investors planning for retirement and seeking current income and long-term growth may want to give RS Equity Dividend Fund a close look.

Our Commitment to Investors

We humbly accept the fiduciary trust you have placed in us and are committed to serving your investment

www.RSinvestments.com     7

CEO’s Letter (continued)

needs with the highest integrity and transparency in everything we do.

For the last 21 years, RS has remained focused on cultivating a culture of excellence and delivering results to our shareholders and clients through exceptional service and long-term performance. We believe our culture is a key factor in our ability to attract and retain experienced professionals who work so diligently and passionately on your behalf.

When you have a moment, please visit our Web site at www.RSinvestments.com. You’ll find useful information aimed at keeping you informed about your investments with us, including bios on our people, performance updates, details about the investments our portfolio managers and employees have in your funds, quarterly investment commentary, portfolio holdings and much more.

On behalf of all of us at RS Investments, we thank you for the trust and confidence you’ve placed in us.

Sincerely,

Terry Otton
Chief Executive Officer

*Not all funds have been in existence for every time period, and performance numbers for some funds include periods before RS Investments became the funds’ investment advisor. © 2007 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.

RS Funds (Class A)	Morningstar Category	1-Yr Total Return 06/30/06- 06/30/07 Rank/Count	3-Yr Total Return 06/30/04- 06/30/07 Rank/Count	5-Yr Total Return 06/30/02- 06/30/07 Rank/Count	10-Yr Total Return 06/30/97- 06/30/07 Rank/Count
RS Emerging Growth Fund	Small Growth	185-791	340-645	249-533	53-231
RS Growth Fund	Large Growth	309-1687	129-1426	50-1151	148-471
The Information Age Fund®	Specialty-Technology	33-310	113-283	8-260	7-51
RS Internet Age Fund®	Specialty-Technology	1-310	53-283	6-260	N/A
RS MidCap Opportunities Fund	Mid-Cap Growth	396-983	292-814	82-662	60-269
RS Select Growth Fund	Small Growth	203-791	515-645	394-533	37-231
RS Smaller Company Growth Fund	Small Growth	506-791	383-645	252-533	54-231
RS Value Fund	Mid-Cap Blend	74-473	15-385	8-317	94-132
RS Partners Fund	Small Blend	233-625	36-500	4-393	10-148
RS Investors Fund	Mid-Cap Blend	63-473	N/A	N/A	N/A
RS Global Natural Resources Fund	Specialty-Natural Resources	109-172	50-123	13-91	26-55
RS Core Equity Fund	Large Blend	21-2035	288-1598	633-1237	395-527
RS Small Cap Core Fund	Small Growth	78-791	192-645	157-533	77-231
RS Asset Allocation	Large Blend	1472-2035	1073-1598	710-1237	280-527
RS S&P 500 Index Fund	Large Blend	711-2035	788-1598	543-1237	N/A
RS Large Cap Value Fund	Large Value	613-1346	256-1099	N/A	N/A
RS Emerging Markets Fund	Diversified Emerging Markets	128-258	29-204	45-179	11-91
RS International Growth Fund	Foreign Large Growth	148-222	64-183	91-155	34-60
RS Tax-Exempt Fund	Muni National Long	72-272	32-257	30-244	15-181
RS High Yield Bond Fund	High Yield Bond	212-540	246-463	233-378	N/A
RS Investment Quality Bond Fund	Intermediate-Term Bond	394-1088	396-965	337-796	146-404
RS Low Duration Bond Fund	Short-Term Bond	167-434	174-364	N/A	N/A

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Portfolio Manager Biographies

Our People - A Commitment to Quality

At RS Investments, we believe our people and their processes are what set us apart and differentiate our family of funds. By building on a foundation of quality individuals, with exceptional educational backgrounds, extensive investment experience, and a wide variety of professional experience and knowledge, we have established a most remarkable organization.

Steve J. Bishop (RS)has been co-portfolio manager of The Information Age Fund^® since July 2001, of RS Emerging Growth Fund since January 2007, and of RS Select Growth Fund (previously RS Diversified Growth Fund) since May 2007. Mr. Bishop joined RS Investments in 1996 as a research analyst, primarily covering the technology sector. Prior to joining the firm, he worked as an analyst in the corporate finance department of Dean Witter Reynolds, Inc. for three years. Mr. Bishop holds a B.A. in economics from the University of Notre Dame and an M.B.A. from Harvard Business School.

Jim L. Callinan (RS)
has managed RS Emerging Growth Fund since 1996 and has been a co-portfolio manager of RS Select Growth Fund (previously RS Diversified Growth Fund) since May 2007. Prior to joining the firm in 1996, Mr. Callinan was portfolio manager of the Putnam OTC Emerging Growth Fund for two years and served on the investment team of Putnam’s growth group for nine years. He 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. Mr. Callinan is also a Chartered Financial Analyst.

Melissa Chadwick-Dunn (RS)has been a co-portfolio manager of RS Emerging Growth Fund since January 2007 and of RS Select Growth Fund (previously RS Diversified Growth Fund) since May 2007. Before joining the firm in 2001, she was an equity analyst at Putnam Investments for two years. Prior to that, she spent four years in investment banking, working on corporate finance and mergers-and-acquisition transactions for Lehman Brothers and McDaniels S.A. Ms. Chadwick-Dunn holds a B.A. in economics and an M.A. in international relations from the University of Chicago and an M.B.A. from the Wharton School of Business.

www.RSinvestments.com     9

Portfolio Manager Biographies (continued)

John H. Seabern (RS)has been a co-portfolio manager of RS Growth Fund and of RS MidCap Opportunities Fund since May 2007. Mr. Seabern also served on the management team of RS Diversified Growth Fund (now known as RS Select Growth Fund) from August 1996 until May 2007. Prior to joining the firm in 1993, he was a performance analyst at Duncan-Hearst Capital Management for two years. Mr. Seabern holds a B.S. in finance from the University of Colorado and is a Chartered Financial Analyst.

Allison K. Thacker (RS)has been a co-portfolio manager of The Information Age Fund^® since April 2003, of RS Emerging Growth Fund since January 2007, and of RS Select Growth Fund (previously RS Diversified Growth Fund) since May 2007. Prior to joining RS Investments in 2000 as an analyst covering Internet and consumer discretionary stocks, she worked as a summer associate at Putnam Investments, and, prior to that, she was an analyst in the energy group at Merrill Lynch & Company for two years. Ms. Thacker holds a B.A. in economics from Rice University and an M.B.A. from Harvard Business School.

D. Scott Tracy (RS)has been a co-portfolio manager of RS Emerging Growth Fund and of RS Smaller Company Growth Fund since January 2007 and of RS Select Growth Fund (previously RS Diversified Growth Fund) since May 2007. Prior to joining RS Investments in 2001, he spent three years at Shoreline Investment Management, the in house asset management arm of Hewlett-Packard. He has also served as an equity analyst at Montgomery Securities. Mr. Tracy holds a B.A. in history from Trinity College and an M.B.A. from the University of California at Berkeley. He is also a Chartered Financial Analyst.

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John L. Wallace (RS)has managed RS MidCap Opportunities Fund since its inception and RS Growth Fund since July 2001. Mr. Wallace was also co-portfolio manager of RS Diversified Growth Fund (now known as RS Select Growth Fund) from August 1996 through April 2005. Prior to joining the firm in 1995, he spent nine years at Oppenheimer Management Corporation, where he managed Oppenheimer Main Street Income and Growth Fund for seven years and Oppenheimer Total Return Fund for five years. Mr. Wallace holds a B.A. from the University of Idaho and an M.B.A. from Pace University.

Bill J. Wolfenden III (RS)has managed RS Smaller Company Growth Fund since joining RS Investments in April 2001. Prior to that time, Mr. Wolfenden had been at Dresdner RCM Global Investors since 1994, where he served on the micro-cap and small-cap growth investment management teams. Previously, he spent four years in commercial banking at Westamerica Bank and the Bank of California. Mr. Wolfenden holds a B.A. in economics from Southern Methodist University and an M.B.A. with a dual concentration in finance and accounting from Vanderbilt University.

The Statement of Additional Information provides further information about the portfolio managers, including information regarding their compensation, other accounts they manage, and their ownership interests in the Funds. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our Web site at www.RSinvestments.com.

www.RSinvestments.com     11

RS Emerging Growth Fund

Co-Portfolio Managers
Steve Bishop, Jim Callinan,
Melissa Chadwick-Dunn,
Allison Thacker, and Scott Tracy

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The RS Emerging Growth Fund seeks capital appreciation by investing principally in smaller, rapidly growing emerging companies. The Fund is actively managed, using hands-on, fundamental research that includes extensive travel and visits with company management. The Fund seeks to invest in companies that have experienced strong revenue growth annually, are market-share leaders, and are managed by executives who can leverage a competitive advantage and consistently execute in today’s business environment. The Fund is intended for investors with long-term investment goals.

Investment Process
The RS Emerging Growth Fund seeks capital appreciation by investing in smaller-capitalization growth stocks in an attempt to discover the faster-growing firms in the emerging sectors of the economy. We seek revenue and earnings growth rates that are superior to those of the benchmark Russell 2000^® Growth Index³. As a consequence the Fund’s valuation levels are often higher than the benchmark’s and those of other funds in this classification; and the Fund may experience much higher levels of volatility and be riskier than the benchmark. Because of the volatile financial and operating results of these smaller firms, our investments in emerging companies frequently require us to generate high levels of trading activity. The Fund is appropriate only for investors with a long-term investment horizon and should constitute only a small portion of an overall allocation to growth equities.

Performance
The RS Emerging Growth Fund (Class A Shares) gained 11.58% during the second quarter vs. 6.69% for the Russell 2000^® Growth Index. For the first half of the year, the Fund rose 12.68% compared with 9.33% for the index. Second quarter market performance started out narrowly confined to the energy, producer durables, and materials sectors. Later in the period, strength broadened to include consumer and technology stocks providing a strong tailwind for the Fund’s relative overweighting of these sectors. The acquisition trend, whether due to strategic needs of corporate suitors or the opportunistic actions by private equity investors, helped our performance as well. The economy remained intact in the U.S. and across the globe, despite tighter lending standards to the U.S. consumer mortgage borrower. Strength in commodity prices and lax corporate lending limits have propped certain sectors.

Several market dynamics have caused historical relative valuation ranges to change markedly. For example, capital goods companies reflect valuations unseen in the last 30 years at this point in an economic cycle. Producer durables, basic materials and consumer services have also seen their multiples expand. As the private equity investment trend accelerates, these relatively new but significant players have provided a floor to current valuations, especially for companies with low-growth, but predictable business models. Cyclical earnings growth combined with the value-oriented private equity buyer trolling for cheap stocks has caused historical valuation differences between value and growth stocks to erode markedly. The Fund’s excellent rebound in the second quarter demonstrated how quickly this historical valuation differential can revert to normal premium levels in the stock market.

Portfolio Review

Technology
The technology sector strengthened its relative performance during the second quarter. The Fund remained broadly overweighted in technology vs. the index, reflecting our level of conviction in companies within the sector.

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During the second quarter, technology stocks with recurring revenue models remained strong. A top performer that fit this theme was Systems Xcellence (1.44% of assets as of 06/30/07), a provider of prescription-processing software and services. Recently, the company offered additional services to its core software offering, and this bundle of services has driven strong contract wins. j2 Global Communications (2.06%) and Cbeyond (1.48%), two companies offering subscription communications services to small businesses, also performed well.

In the hardware and semiconductor sector, the Fund benefited from the strong performance of 02 Micro International (1.81%), a maker of analog and mixed-signal semiconductors that help manage power for notebook computers, liquid-crystal display (LCD) monitors, and televisions. We expect the potential resolution of the company’s drawn-out legal battles should yield financial benefit from legal settlements and remove a significant overhang for the stock, enabling investors to focus on the company’s strong fundamentals and relatively cheap valuation.

Digital River (1.35%), however, detracted from performance during the quarter. The company provides electronic software marketing and distribution and won a contract to fulfill online sales for Microsoft Office 2007 and Vista. Consumer adoption, however, has been slower than anticipated by the company which led Digital River to miss consensus estimates for the second quarter. We believe that Digital River’s relationship with Microsoft (0.00%) is very strong and that a new focus on marketing will drive sales in the back half of the year. Additionally, with almost $15 per share in cash on the balance sheet, strong free cash flow generation, and a $200 million buyback in place, we are sticking with our investment. Going forward, we currently plan to remain overweighted in technology and focus on companies exhibiting strong growth, which we expect to drive upside potential to consensus estimates.

The Internet sector continued to show strong performance in the second quarter and significantly boosted performance of the Fund. Merger-and-acquisition activity drove gains as one of our largest positions in this sector, aQuantive (0.00%), sold itself to Microsoft. The high premium paid (+85%) demonstrates how important success in the Internet space has become for Microsoft. While the online advertising sector consolidates, online retail remains fragmented and ripe for opportunities. One of our favorite stocks in this space is GSI Commerce (1.21%), which benefits as store-based retailers launch online stores and outsource such key functions as marketing, warehousing and logistics. Another holding, Netflix (0.00%), was a casualty of the entry of Blockbuster (0.00%), traditionally a store-based retailer, into the online subscription approach that Netflix pioneered. Netflix suffered from large price discounting by Blockbuster. This example, coupled with our investment in GSI Commerce, shows the dynamic opportunity still present in Internet retail as existing retail franchises battle back against Internet startups.

Consumer
Overall, the economy has remained strong, and consumer spending has held relatively steady for discretionary items, driven by strong employment trends and demand for high-end items. However, our consumer strategy presently involves discovering niche markets which we believe will remain unaffected by a mid and low end mortgage market slowdown and a weakening consumer buying power. Sotheby’s (0.63%) auctions of art and collectibles have continued to set records, leading to a rising stock price. A significant amount of wealth has been created worldwide by the rise in commodity prices over the last five years and healthy financial markets have also enriched potential collectors. Many of these beneficiaries are choosing to invest in art, leading to very strong business for Sotheby’s, which added a modest second quarter advance to strong year-to-date performance.

Within the retail sector, we note strength where products and services have a healthy end-market and little competition. Conversely, when competition is high, growth typically falls off significantly. For example, Volcom’s (1.82%) surf and skate apparel has been selling very well to teens who have proven to be resilient spenders, and the stock price has advanced markedly in the second quarter and year to date. In contrast, Coldwater

www.RSinvestments.com     13

RS Emerging Growth Fund (continued)

Creek (0.00%) has suffered from more difficult sales trends in the highly competitive women’s apparel sector. We exited the position earlier this year as the combination of weak sales trends and Coldwater’s rapid store base expansion pressured the retailer.

Health Care
During the second quarter, the health care sector underperformed the market overall. The health care sector offers mixed opportunities as we believe drug stocks and hospitals will continue to struggle under constant regulatory pressure. In contrast, other areas such as medical devices, disease management and health care information technology remain exciting as innovation and cost containment will play key roles in solving the nation’s health care issues.

The Fund’s health care holdings performed roughly inline with the benchmark during the period. As in the first quarter, our underweightings in biotech and pharmaceuticals were modest positives. Also, our decision to maintain a large position in Illumina (1.89%), based on our belief that the company’s strong growth should outweigh potential litigation headwinds, paid off. Illumina was our biggest contributor to performance in the sector. Our worst performer for the quarter was Vital Images (0.79%), a company which provides advanced visualization software for CT and MRI imaging. We reduced our position size during the quarter and have more recently sold the stock due to weak license sales.

We plan to remain market-weighted in health care and continue our focus on companies whose prospects will increase as the nation focuses on health care. Adding to our team’s strength in this arena, we recently hired Chris Clark as a medical device and drug analyst in the Growth Group.

Financials / Producer Durables
The financial services sector contributed to positive performance in the second quarter. Several of our longtime holdings had impressive returns, including Portfolio Recovery Associates (2.21%) and International Securities Exchange (0.00%). We believe Portfolio Recovery’s core business continued to strengthen and saw a significant improvement in the pricing environment for bad consumer debt. Portfolio Recovery’s management launched a capital deployment strategy in the second quarter, designed to leverage this stable but high-margin business model. Another longtime holding and the subject of prior quarterly commentaries, International Securities Exchange, sold at a significant premium to the Deutsche Börse Group (0.00%).

Strong stock selection in the producer durables sector contributed to the Fund’s outperformance vs. the index. We have placed more emphasis in the Fund on producer durables over the past several quarters. We see a multi-year cyclical growth phase for the aerospace industry, in particular, which is the largest single industry in the sector. Aero-space demand, fed by low interest rates and rising load factors, has improved as global airlines replenish their fleets. B/E Aerospace has dominated the retrofit cycle of the existing global fleet’s interior systems and we believe is well positioned for market share gains in the upcoming OEM newbuild cycle.

Outlook
The Fund’s second quarter performance encouraged our belief in what we call “emerging growth” investing. We have maintained our investment focus on emerging companies over the past seven years as we have strong conviction that fast-growing emerging companies offer important diversification benefits and long-term return potential. During this period, the Fund endured, and even thrived at times,

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through the crisis of 9/11; energy price spikes; a massive Internet spending correction; subdued corporate spending on technology; an IPO drought for innovative, venture-backed firms; and investment flows out of the small-cap growth investment category.

We thank you for your confidence in us throughout a challenging investing environment and hope you share our confidence in future prospects for growth.

Sincerely,

Jim Callinan	Steve Bishop
Portfolio Manager	Co-Portfolio Manager

Melissa Chadwick-Dunn
Co-Portfolio Manager

Allison Thacker	Scott Tracy
Co-Portfolio Manager	Co-Portfolio Manager

Investing in smaller companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in technology companies may be highly volatile.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     15

RS Emerging Growth Fund (continued)

Assets Under Management: $634,363,137 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Portfolio Recovery Associates, Inc.	2.21%
j2 Global Communications, Inc.	2.06%
Kyphon, Inc.	1.95%
Synaptics, Inc.	1.91%
Illumina, Inc.	1.89%
Volcom, Inc.	1.82%
O2Micro International, Ltd.	1.81%
Healthways, Inc.	1.74%
DealerTrack Holdings, Inc.	1.61%
HEICO Corp.	1.54%
Total	18.54%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

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Performance UpdateAverage Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date	1 Year	3 Years	5 Years	10 Years	Since Inception
Class A Shares	11/30/87
without sales charge		12.68%	19.69%	11.05%	11.93%	10.75%	15.72%
with maximum sales charge		7.32%	14.02%	9.27%	10.85%	10.21%	15.43%
Class K Shares†	01/22/07
without sales charge		—	—	—	—	—	12.89%
Class Y Shares†	05/01/07
without sales charge		—	—	—	—	—	6.91%
Russell 2000® Growth Index3		9.33%	16.83%	11.76%	13.08%	5.28%	9.67%
						Since Class A shares inception
S&P 500® Index4		6.96%	20.59%	11.67%	10.71%	7.13%	12.57%
						Since Class A shares inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

RS Emerging Growth Fund Class K and Y shares (Inception dates are: 01/22/07 and 05/01/07, respectively), “since inception” returns are not annualized and represent cumulative total returns.

Results of a Hypothetical $10,000 InvestmentIf invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Emerging Growth Fund and in the Russell 2000^® Growth Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%.Hypothetical $10,000 investments made upon the commencement of offering Class K shares (01/22/07) and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $11,289 (Class K) and $10,691 (Class Y). While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.49%, Class K 1.93% and Class Y 1.20%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

www.RSinvestments.com     17

RS Growth Fund

Co-Portfolio Managers
John Seabern
John Wallace

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The RS Growth Fund seeks long-term capital growth by investing principally in growth companies. We seek to identify business sectors poised to benefit from major changes in the marketplace and societal trends. Within these sectors, we conduct bottom-up research, looking for well-managed and larger, more established companies with strong growth rates and reasonable stock valuations.

Investment Process
We seek longer-term capital appreciation through the active management of growth-oriented companies. We typically focus on companies companies with market capitalizations greater than that of the largest company included in the Russell 2000^® Index on the last day of the most recent quarter (currently, approximately $3.3 billion, based on the size of the largest company on June 30, 2007). Both bottom-up fundamental research and quantitative screens drive our investment process. We attempt to identify a catalyst that will drive earnings growth (such as new management, new products, and new markets). Occasionally, a contrary opinion is an important ingredient to success as is the recognition of value, including the recognition of undervaluation and overvaluation.

Performance
Stock market volatility continued during the second quarter, especially in June, as investors’ hope turned to anxiety. A reaccelerating domestic and world economy has again raised the specter of inflation, and a sagging U.S. housing market is once again fueling fears of a subprime mortgage meltdown. Despite the angst, the second quarter was a good quarter for the RS Growth Fund (Class A Shares), which gained 8.05% vs. 6.86% for the Russell 1000 Growth^® Index³. At 2007’s halfway point, the Fund is up 9.11% vs. 8.13% for the index.

Portfolio Review
The consumer discretionary sector was the Fund’s worst contributor to performance for the quarter. During the quarter, we reduced our exposure to the overall consumer sector (consumer discretionary and consumer staples) from 19% to 16% and remain underweighted to the benchmark. It’s important to note that we aren’t making a macro call on consumer spending; in fact our biggest losers in this sector are not correlated to consumer spending patterns.

Monster Worldwide (0.00% of assets as of 06/30/07), which was down 13% during the quarter, provides online employment, recruitment, and career management services via the Internet and newspaper advertising. Its management midquarter assessment of its advertising revenue was quite disappointing to us given how strong the end markets have been. The deceleration in revenue and earnings estimates caught us by surprise, and we sold our position. Yahoo! (0.00%) was another disappointment down 13% during the quarter. Yahoo! is second to Google (1.23%) in providing Internet search, Web content, and advertising through its own Internet portal. Yahoo! is in transition as its display ad and affiliate search revenue slows, offsetting strength in its newer products. Tempered revenue and earnings guidance along with the recent departure of the CEO caused us to lose confidence in Yahoo!’s near-term fundamentals, so we sold the position during the quarter.

Our overweight position in the energy sector helped offset the negative contribution from the consumer discretionary sector. The Fund’s top performer in the sector was Transocean (1.27%), which provides offshore contract drilling services in deepwater and harsh environmental conditions. We own Transocean because we think there is currently a worldwide shortage of high-quality deepwater rigs, and day rates for this class of rigs continue to increase. We think the opportunity for Transocean to add to its fleet is substantial and would provide investors with exceptional returns because its criteria for building a new rig should ensure that the company will receive an 80% payback over the primary term of the contract (usually five years) but will own an asset with a 35-year estimated life.

An energy stock that detracted during the quarter was Pioneer Natural Resources (1.02%). Pioneer is an oil and

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gas exploration and production company which we believe has an opportunity to accelerate its production growth rate while maintaining its finding and development costs below the industry average. We think the company has the potential to “monetize” some of its low-growth assets through the formation of a master limited partnership structure, which will allow the company to essentially raise cheap capital to redeploy in its highest-return opportunities. We continue to own shares of Pioneer.

Financial services dramatically underperformed the broader market averages during the period. The Fund has been slightly overweighted in this sector during the year but the majority of our investments have been in companies that are not exposed to the yield curve or to deteriorating consumer credit trends. One company in the Fund, however, Alliance Data Systems (0.00%), with its limited exposure to consumer credit through its private-label credit card programs turned in strong performance during the quarter. Alliance Data Systems was one of the Fund’s best overall performers. We were originally attracted to Alliance because of what we viewed as their unique capabilities to provide private-label credit programs with a tightly integrated processing platform that allows them to offer higher-margin analytics-based marketing programs. The company’s business model was evolving into one with high organic revenue growth, expanding margins, and significant cash flow generation, which is why Black stone Group (0.00%) made an offer to take the company private.

A financial stock that performed poorly during the quarter was Interactive Brokers Group (1.11%), a global market maker and broker specializing in routing orders and processing trades in securities, futures, and foreign-exchange instruments. The company missed analyst estimates for the most recent quarter and for its first quarter as a public company. Although we are surprised by the miss, we think that the long-term opportunity for Interactive Brokers is significant, so we continue to hold the stock.

Outlook
There is no change to our economic outlook: U.S. gross domestic product growth should remain positive into 2008. Recent Federal Reserve Board commentary has highlighted inflation risk as a key threat to further tightening monetary policy, which has caused equity valuations to remain historically low relative to bond yields. Strong commodity prices, tight credit spreads, and low real interest rates—all are suggestive of accommodative financial conditions and general liquidity, which we think is a key factor to sustaining the current cyclical bull market. We think the Federal Reserve will not hesitate to lower interest rates if the U.S. economy weakens appreciably.

The Fund’s 2008 forecasted earnings-per-share multiple is approximately 17 times, approximately equal to the benchmark. Our forecasted earnings-per-share growth is approximately 23%. At these valuation levels, we believe that the Fund’s risk/reward ratio remains compelling. We know that we are in the latter innings of both the market and economic cycles and will not be afraid to adjust the portfolio if we are wrong on our soft-landing thesis or if earnings momentum decelerates.

We remain focused on our bottom-up process and continue to seek companies that can grow earnings above market trend in a slowing environment. As fellow shareholders, we remain focused and committed to our investment goal: long-term growth of capital. We appreciate your continued confidence and support.

Sincerely,

John Wallace
Co-Portfolio Manager

John Seabern
Co-Portfolio Manager

Investing in mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in technology companies may be highly volatile. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     19

RS Growth Fund (continued)

Assets Under Management: $191,286,077 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Monsanto Co.	1.98%
Clearwire Corp.	1.85%
EMC Corp.	1.80%
Research In Motion Ltd.	1.71%
General Electric Co.	1.70%
SanDisk Corp.	1.66%
Cisco Systems, Inc.	1.60%
Alcoa, Inc.	1.59%
Healthways, Inc.	1.55%
Time Warner Cable, Inc.	1.54%
Total	16.98%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 1000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

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Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date	1 Year	3 Years	5 Years	10 Years	Since Inception
Class A Shares	05/12/92
without sales charge		9.11%	19.98%	13.11%	13.55%	6.21%	12.00%
with maximum sales charge		3.94%	14.26%	11.29%	12.45%	5.69%	11.65%
Class C Shares†	06/29/07
without sales charge		—	—	—	—	—	0.00%
Class K Shares†	11/27/06
without sales charge		8.98%	—	—	—	—	9.78%
Class Y Shares†	05/01/07
without sales charge		—	—	—	—	—	5.38%
Russell 1000® Growth Index3		8.13%	19.04%	8.70%	9.28%	4.39%	8.77%
						Since Class A shares inception
S&P 500® Index4		6.96%	20.59%	11.67%	10.71%	7.13%	10.96%
						Since Class A shares inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

RS Growth Fund Class C, K, and Y shares (Inception dates are: 06/29/07, 11/27/06, and 05/01/07, respectively), “since inception” returns are not annualized and represent cumulative total returns.

Results of a Hypothetical $10,000 InvestmentIf invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Growth Fund and in the Russell 1000^® Growth Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class K shares (11/27/06) and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $10,978 (Class K) and $10,538 (Class Y). While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.33%, Class K 1.78% and Class Y 1.05%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

www.RSinvestments.com     21

The Information Age Fund^®

Co-Portfolio Managers
Steve Bishop
Allison Thacker

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The Information Age Fund^® seeks to achieve long-term capital appreciation by aggressively investing in companies principally within the information technology sector. The Fund is designed for investors who believe that aggressive investment in these companies provides significant opportunity for capital appreciation.

Investment Process
The Information Age Fund^® seeks long-term capital appreciation from growth-oriented technology companies. We will own companies of any size market capitalization in technology but tend to focus on small- to mid-capitalization companies because we believe they tend to have the best growth characteristics. We use fundamental, bottom-up research combined with quantitative screens to drive our investment process. We are looking for significant long-term revenue growth from new emerging technology products or markets.

We will occasionally invest in “out-of-favor” companies that have had what we view as temporary missteps, with the belief that they will return to fast growth over the intermediate to longer term.

Performance
Second-quarter performance was solid, with The Information Age Fund^® (Class A shares) up 12.24% vs. the S&P GSTI^TM Composite Index³, which was up 10.23%. Contrary to the past few years, which saw a significant correction during in the first half of the year, we have had a relatively strong period for the technology sector. Continued merger-and-acquisition (M&A) activity, positive fundamentals in the Internet and software sectors, and leaner inventories and new product cycles in the semiconductor and hardware sectors have created a solid backdrop for tech stocks. The Fund gained 13.73% year-to-date vs. 10.09% for the benchmark.

Portfolio Review
In the hardware and semiconductor sector, we had strong performance from O2 Micro International (6.90% of assets as of 06/30/07), a maker of analog and mixed-signal semiconductors that help manage the power for notebook computers, liquid-crystal display (LCD) monitors, and televisions. The company’s fundamentals were strong during the first quarter and we think they look good for the remainder of the year. The company is also in the later stages of its drawn-out legal battles and we expect it will start to see financial benefit from a legal settlement; it should also begin to see its overall legal costs decline significantly in the second half of 2007 and beyond. This should remove a significant overhang for the stock, and investors will likely focus on the company’s strong fundamentals and relatively cheap valuation.

Another solid performer was Synaptics (3.12%), a maker of capacitance touch-sensing technology (for touchpads on notebook computers or click wheels on MP3 players). The stock rebounded nicely after poor performance during the first quarter after reporting very strong revenues but slightly weak gross margins. Over the longer term, we see buttonless cell phones and smart phones (similar to Apple’s new iPhone) and GPS devices as very large incremental opportunities for Synaptic’s touch-sensing technology which could be a key enabler in the displays of these devices.

Daktronics (1.39%), a maker of large electronic (LED-based) displays for outdoor advertising and sports stadiums, was a poor performer during the second quarter as the company reported lower-than-expected revenues and higher expenses. The revenues are lumpy and difficult to predict on a quarterly basis, and the company is spending heavily on hiring new people and building infrastructure to support future growth. Over the longer term, we believe that Daktronics can easily double its annual revenues and earnings-per-share (EPS) from these levels as the huge trend of electronic signage is still in its early phases—less than 5% of billboards are electronic, and the pipeline of new electronic signage for sports stadiums is huge. Daktronics’ market share

22     Call 1.800.766.FUND

and win rate are more than 50% in both markets. We have added to our position.

Our largest positive contributor during the quarter was aQuantive (0.00%). In May, Microsoft (4.21%) agreed to purchase the company for $6 billion, or an 85% premium to the stock’s closing price. Microsoft is in a war with Google (4.48%) for talent and online advertising technology leadership, and this deal highlights how important success in the Internet space has become for Microsoft. We believe that online advertising and online searching will continue to take share from traditional media forms such as radio, television and newspapers. Investments into Internet companies will continue to be a significant portion of the Fund as we see both exceptional growth and reasonable valuations within the sector.

Omniture (1.20%) was another winner for the Fund during the quarter. The company’s technology solution provides businesses with analysis of their Web sites’ traffic behaviors. Using Omniture’s tools, companies can seek to improve their site experience for users, driving either higher purchases or longer time spent on the site, leading to better advertising opportunities.

Nintendo (2.70%) was also a strong performer for the Fund. Our view that the Wii (Nintendo’s game console) would be a breakout winner this cycle due to its relatively low price and unconventional user interface has proven to be correct. We are only in the second year of the new console cycle, and both the Xbox 360 and the PlayStation 3 will likely cut hardware prices later this year, driving further consumer adoption. We expect the larger hardware installed base will create opportunities for the game software players to sell more games. We expect that THQ (1.86%) will be a beneficiary of both Nintendo’s strong line-up for the Wii and the rise in the hardware units.

Digital River (1.99%) was a poor performer for the Fund during the quarter. Digital River was one of our big winners last year as it won a contract to provide digital software fulfillment for Microsoft Office 2007 and Vista. Digital River is actually still winning incremental business with Microsoft and has rolled out most of the global e-commerce stores that will enable the company to digitally fulfill sales. However, consumer adoption has been slower than the company anticipated. We believe that Digital River’s relationship with Microsoft is very strong and that a new focus on marketing will drive sales in the back half of the year. Additionally, with almost $15 per share in cash on the balance sheet, strong free cash flow generation, and a $200 million buyback in place, we are sticking with the stock.

Outlook
Although we certainly don’t rule out a mid-summer slowdown or a significant pullback in the technology market, we are generally optimistic for the remainder of the year. With 33% revenue growth year over year last quarter, 41% estimated EPS growth expected in 2008, and a price-to-earnings ratio of 30 times 2008 earnings, we believe that the Fund is attractively priced. Thank you for your support.

Sincerely,

Steve Bishop
Co-Portfolio Manager

Allison Thacker
Co-Portfolio Manager

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in high-technology and Internet-related sectors may be highly volatile. Companies in these sectors operate in markets that are characterized by rapid change, evolving industry standards, frequent new service and product announcements, introductions, enhancements and changing customer demands.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     23

The Information Age Fund^® (continued)

Assets Under Management: $79,020,274 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
O2Micro International Ltd.	6.91%
Google, Inc.	4.49%
Microsoft Corp.	4.21%
Marvell Technology Group Ltd.	3.47%
Synaptics, Inc.	3.12%
Research In Motion Ltd.	3.11%
The9 Ltd.	2.97%
PLX Technology, Inc.	2.76%
Marchex, Inc.	2.74%
ValueClick, Inc.	2.73%
Total	36.51%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The S&P GSTI™ Composite Index is a modified capitalization-weighted index based on a universe of technology-related stocks. Index results do not assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses.

24     Call 1.800.766.FUND

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Class A Shares	11/15/95
without sales charge		13.73	%	28.79	%	9.06	%	18.97	%	9.40	%	9.95	%
with maximum sales charge		8.34	%	22.66	%	7.31	%	17.82	%	8.87	%	9.49	%
Class C Shares†	05/02/07
without sales charge		—		—		—		—		—		6.62	%
with sales charge		—		—		—		—		—		5.62	%
Class K Shares†	01/19/07
without sales charge		—		—		—		—		—		15.72	%
Class Y Shares†	05/01/07
without sales charge		—		—		—		—		—		7.62	%
S&P GSTITM Composite Index3		10.09	%	26.20	%	7.29	%	11.19	%	5.33	%	8.42
											Since Class A shares inception
S&P 500® Index4		6.96	%	20.59	%	11.67	%	10.71	%	7.13	%	10.12	%
											Since Class A shares inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

The Information Age Fund® Class C, K, and Y shares (Inception dates are: 05/02/07, 01/19/07, and 05/01/07, respectively), “since inception” returns are not annualized and represent cumulative total returns.

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of The Information Age Fund^® and in the S&P GSTI^TM Technology Composite Index and the S&P 500^® Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class C shares (05/02/07),Class K shares (01/19/07), and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $10,562 (Class C), $11,572 (Class K), and $10,762 (Class Y). While Class C shares and Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.61%, Class C 2.34%, Class K 2.04%, and Class Y 1.31%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

www.RSinvestments.com     25

RS MidCap Opportunities Fund

Co-Portfolio Managers
John Seabern
John Wallace

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The RS MidCap Opportunities Fund seeks to achieve long-term capital growth by investing principally in mid-cap companies. Our flexible, bottom-up approach is based on value recognition and trend analysis. We look for well-managed companies with improving fundamentals that may be positioned for growth. Our formula for long-term success also includes a disciplined approach to managing risk: Losses are minimized quickly, and we constantly look for attractive opportunities.

Investment Process
We seek capital appreciation through the active management of growth-oriented companies (those with market capitalizations between $1.5 billion and up to 120% of the largest stock in the Russell Midcap^® Index⁵). We attempt to identify a catalyst that will drive earnings growth (such as new management, new products, and new markets) through the use of quantitative screens and bottom-up fundamental research. This Fund is designed for investors who aim to capture upside performance of the asset class with less volatility than many growth portfolios.

Performance
Stock market volatility continued in the quarter, especially in June, as investors’ hope turned to anxiety. A reac-celerating domestic and world economy has again raised the specter of inflation, and a sagging U.S. housing market is once again fueling fears of a subprime mortgage meltdown. Despite the angst, the second quarter was another strong period for the RS MidCap Opportunities Fund. The Fund (Class A Shares) outperformed its primary benchmark, the Russell Midcap^® Growth Index³ by 265 basis points, gaining 9.39% in the second quarter. At the half way point of 2007, the Fund is up 14.26% vs. 10.97% for the index.

Portfolio Review
The portfolio benefited positively from its underweight position in consumer discretionary, which was among the worst performing sectors of the index. Positive stock selection in the sector combined with the underweight to generate approximately 200 basis points of relative outperformance. Our big winner was aQuantive (0.00% of assets as of 06/30/07), which was recently acquired by Microsoft (0.00%) for an 85% premium. We were originally attracted to aQuantive’s online advertising technologies and interactive ad agency in April 2007. At that time we believed the company had the potential to gain share in a rapidly growing online advertising market. When aQuantive’s direct competitors— DoubleClick (0.00%), 24/7 Real Media (0.00%) and Digitas (0.00%) were all acquired at premiums to aQuantive, we felt that the market was overlooking the scarcity value of aQuantive’s business segments and our conviction grew in our upside valuation target.

Offsetting our gains in aQuantive was our exposure to teenage specialty retailers Abercrombie & Fitch (0.00%) and Pacific Sunwear of California (0.00%), both of which detracted from second quarter performance. Abercrombie & Fitch operates more than 900 stores in 49 states and Canada, targeting the 15 to 35 year old demographic through several retail concepts. Pacific Sunwear operates more than 1,100 stores in North America, offering casual wear and accessories to men and women ages 12 to 24. We owned these stocks partly on the belief that they were trading at relatively low valuations vs. their historical averages and believed that they had strong merchandising capabilities. Going into the summer, however, we noticed that shopping mall traffic was deteriorating and promotional activity had accelerated, which would put earnings estimates at risk. With no near-term catalysts to reacceler-ate revenues and earnings, we decided to sell both positions and redeploy the capital into ideas with stronger growth potential.

26     Call 1.800.766.FUND

Despite the challenges within the health care sector during 2007, we have consciously increased our exposure in select names over the last several quarters. As of the second quarter, the Fund’s weighting is 19.3% versus 11.5% for the index. While the volatility in this sector during the second quarter has returned mixed results year to date, we remain confident in the individual names that we hold in the portfolio.

One of the Fund’s largest health care holdings, MedImmune (0.00%), was acquired by AstraZeneca (0.00%) during the quarter for a significant premium. MedImmune is a biotech company focused on the therapeutic areas of infectious disease, cancer, and inflammatory disease. We made a timely investment in MedImmune after the company reported fourth quarter results that disappointed the street and the stock suffered big losses. We felt that investors were placing too much emphasis on short-term sales trends of its lead product, Synagis, and were completely ignoring the embedded value of the company’s flu vaccine manufacturing assets, cash, venture investments, and late-stage product pipeline. In fact, shortly after we made our initial investment, the company hired Goldman Sachs (0.00%) to explore strategic alternatives, which resulted in the company being acquired for a 70% gain from our cost basis.

A health care stock that performed poorly during the quarter was Psychiatric Solutions (1.10%), which owns and operates psychiatric inpatient hospitals and manages psychiatric units within general acute care hospitals. Although the company has a balanced business model of de novo and acquired growth, a recent facility expansion wasn’t completed on time, which led to lower-than-expected same-facility revenue growth. Despite the near-term weakness, we continue to own shares of Psychiatric Solutions because of what we view as strong macro trends in the behavioral health industry where capacity expansion is limited, pricing power is strong and demand is non-cyclical. We believe that the company has significant operating leverage to its model as it continues to lower operating costs while increasing revenues with new services and programs and with facility expansions in core markets.

Financial services dramatically underperformed the broader market averages during the period. The Fund has been slightly overweighted to the index in this sector during the year but the majority of our investments have been in companies that are not exposed to the yield curve or to deteriorating consumer credit trends. One company in the Fund, however, Alliance Data Systems (0.00%), with its limited exposure to consumer credit through its private-label credit card programs, turned in what we viewed as strong performance during the quarter. Alliance Data Systems was one of the Fund’s best overall performers. We were originally attracted to Alliance because of what we viewed as their unique capabilities to provide private-label credit programs with a tightly integrated processing platform that allows them to offer higher-margin analytics-based marketing programs. The company’s business model was evolving into one with high organic revenue growth, expanding margins, and significant cash flow generation, which is why Blackstone Group (0.00%) made an offer to take the company private.

E*TRADE Financial (1.00%), however, performed poorly during the quarter. E*TRADE provides online brokerage and banking services to retail, corporate, and institutional customers. E*TRADE stock has recently underper-formed due to their loan exposure in the subprime real estate markets, which we estimate at less than 1% of its total loan portfolio. We are closely monitoring the performance of its higher-quality loans for any signs of deterioration which, if detected, would likely cause us to sell our position.

Outlook
There is no change to our economic outlook: U.S. gross domestic product growth should remain positive into 2008. Recent Federal Reserve Board commentary has highlighted inflation risk as a key threat to further tightening monetary policy, which has caused equity valuations to remain historically low relative to bond yields. Strong commodity prices, tight credit spreads, and low real interest rates—all are suggestive of accommodative financial conditions and general

www.RSinvestments.com     27

RS MidCap Opportunities Fund (continued)

liquidity, which we think is a key factor to sustaining the current cyclical bull market. We think the Federal Reserve will not hesitate to lower interest rates if the U.S. economy weakens appreciably.

The Fund’s 2008 forecasted earnings-per-share multiple is approximately 18 times, slightly higher than the benchmark. Our forecasted earnings-per-share growth is approximately 25%. At these valuation levels, we believe that the Fund’s risk/reward ratio remains compelling. We know that we are in the latter innings of both the market and economic cycles and will not be afraid to adjust the portfolio if we are wrong on our soft-landing thesis or if earnings momentum decelerates.

We remain focused on our bottom-up process and continue to seek companies that can grow earnings above market trend in a slowing environment. As fellow shareholders, we remain focused and committed to our investment goal: long-term growth of capital. We appreciate your continued confidence and support.

Sincerely,
John Wallace	John Seabern
Co-Portfolio Manager	Co-Portfolio Manger

Investing in mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in technology companies may be highly volatile.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

28     Call 1.800.766.FUND

Assets Under Management: $298,020,133 Data as of June 30, 2007

Sector Allocation¹
 

Top Ten Holdings²
 

Company	Percentage of Total Net Assets
Quanex Corp.	1.63	%
AerCap Holdings N.V.	1.61	%
Clearwire Corp.	1.54	%
Foundry Networks, Inc.	1.51	%
Pharmaceutical Product Development, Inc.	1.49	%
Chicago Bridge & Iron Co. N.V.	1.42	%
Apollo Group, Inc.	1.37	%
Cephalon, Inc.	1.36	%
Autodesk, Inc.	1.34	%
ValueClick, Inc.	1.33	%
Total	14.60	%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell Midcap® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

www.RSinvestments.com     29

RS MidCap Opportunities Fund (continued)

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date		Year-to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Class A Shares		07/12/95
without sales charge				14.26%		19.23%		13.66%		15.51%		10.24%		12.35%
with maximum sales charge				8.80%		13.54%		11.82%		14.41%		9.71%		11.90%
Class C Shares†		05/21/07
without sales charge				—		—		—		—		—		0.19%
with sales charge				—		—		—		—		—		-0.81%
Class K Shares†		12/04/06
without sales charge				14.05%		—		—		—		—		10.26%
Class Y Shares†		05/01/07
without sales charge				—		—		—		—		—		4.86%
Russell Midcap®  Growth Index3				10.97%		19.73%		14.48%		15.45%		8.66%		10.18%
											Since Class A shares inception
S&P 500® Index4				6.96%		20.59%		11.67%		10.71%		7.13%		10.42%
											Since Class A shares inception

4	The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.
5	The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. You may not invest in the index, and, unlike the Fund, the index does not incur fees or expenses.
†	RS MidCap Opportunities Fund Class C, K, and Y shares (Inception dates are: 05/21/07, 12/04/06, and 05/01/07, respectively), “since inception” returns are not annualized and represent cumulative total returns.

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS MidCap Opportunities Fund and in the Russell Midcap^® Growth Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class C shares (05/21/07),Class K shares (12/04/06), and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $9,919 (Class C), $11,026 (Class K), and $10,486 (Class Y). While Class C shares and Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.33%, Class C 2.12%, Class K 1.82%, and Class Y 1.09%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

30     Call 1.800.766.FUND

RS Select Growth Fund

Co-Portfolio Managers
Steve Bishop, Jim Callinan,
Melissa Chadwick-Dunn,
Allison Thacker, and Scott Tracy

Investment Style
Fund Philosopy

The RS Select Growth Fund seeks long-term capital appreciation by typically investing in a portfolio of small capitalization growth-oriented companies. The Fund is actively managed and fundamental research drives stock selection. The Fund seeks to invest in companies with sustainable revenue growth, high margins, strong management and a long-term competitive advantage. Companies in which the Fund invests typically demonstrate “anchor points”, which are long-term operating and financial targets.

Investment Process

The RS Select Growth Fund seeks long-term capital appreciation by typically focusing its holdings on a limited number of small capitalization growth-oriented companies with demonstrated strong business models and financial metrics. We seek growth companies with sustainable revenues, high-margins and strong return on equity. Given our criteria, we typically hold 40-60 stocks in the Fund and seek a multi-year ownership horizon for each stock. We strive to minimize risk by monitoring companies’ progress towards anchor points, valuation and position size.

Performance

The RS Select Growth Fund (Class A Shares) gained 8.58% in the second quarter, outpacing the Russell 2000^® Growth Index³, which returned 6.69%. Year-to-date, the Fund outperformed the benchmark with 10.69% vs. 9.33%. The new portfolio management team (effective May 1, 2007) transitioned the Fund during the second quarter, and as the Fund holdings shifted, there were some changes to sector weightings. Most notably, our technology weighting rose as more cyclical sectors fell.

Portfolio Review

As this team is new to the RS Select Growth Fund, it might serve us well to discuss briefly what we are trying to accomplish. Our strategy is to identify those companies that have superior financial characteristics, primarily defined as sustainable revenue growth, high margins, and strong return on equity. These high margins confirm the degree of competitive advantage which we seek to identify. We also must be able to quantitatively evaluate future goals and opportunities, which management states as an objective. These two steps form the basis of our current expectation that the Fund will normally hold 40-60 stocks.

Because the Fund currently holds about 50 equities, individual positions have more impact on the absolute and relative returns in any measurement period. From the time of transition in the first week of May, stock selection provided 10 times the benefit to relative performance than sector weighting (2.55% from stock selection vs. 0.21% from allocation). The Fund also benefited from a few exceptional situations, as the merger-and-acquisitions market is extremely strong. aQuantive (0.00% of assets as of 06/30/07), sold out to Microsoft (0.00%) for an 85% premium price.

aQuantive provides online advertising server software, which is central to the spending of Internet advertising firms. Oakley (0.00%), a sunglass and apparel manufacturer, sold itself to Luxottica (0.00%), a competitor in the eyeglass field. These acquisitions offset poor performance in Scientific Games (2.35%), a lottery platform provider whose decelerating sales and earnings growth caused it to lag more cyclical earnings stocks. Since early May consumer holdings have accounted for more than half of the Fund’s relative performance.

Financial services also contributed positively throughout the second quarter. Portfolio Recovery Associates (2.89%), a consumer bad-debt investor and collector, rose dramatically as the company exceeded Wall Street’s first quarter estimates and announced stock repurchases and special dividends, which “squeezed” the very large short position. Non-bank financials, such as electronic brokers, collection agencies, Internet payment systems, and an investment management acquirer, form the basis of our weighting in the financial services sector. Our newest position here is CyberSource

www.RSinvestments.com     31

RS Select Growth Fund (continued)

(2.27%), which was added late in the quarter and hurt our performance slightly.

Our worst-performing sector during the quarter was transportation. We lost money in Alaska Air Group (0.00%) and Allegiant Travel (2.07%), both regional airlines, which were hard hit by rising energy costs. Allegiant is a recent IPO that provides recurring flights from smaller cities directly to popular seasonal destinations such as Florida and Arizona. Allegiant is a company where we used a price correction to build our position. We believe, however, our stance is underweighted in this sector because we rarely see companies that meet our criteria.

We appreciate your support during this transition. We believe the Fund holds solid growth companies with superior financial characteristics. We believe that a concentrated growth fund is unique in the marketplace and attractive during a time when new venture-backed equity issuance is at a low.

Sincerely,

Jim Callinan	Steve Bishop
Co-Portfolio Manager	Co-Portfolio Manager
Melissa Chadwick-Dunn
Co-Portfolio Manager
Allison Thacker	Scott Tracy
Co-Portfolio Manager	Co-Portfolio Manager

Investing in smaller companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in technology companies may be highly volatile. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

32     Call 1.800.766.FUND

Assets Under Management: $164,771,498 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Healthways, Inc.	3.52	%
O2Micro International Ltd.	3.21	%
Portfolio Recovery Associates, Inc.	2.89	%
Iconix Brand Group, Inc.	2.84	%
Superior Energy Services, Inc.	2.74	%
FTI Consulting, Inc.	2.71	%
Kyphon, Inc.	2.63	%
Informatica Corp.	2.58	%
Digital River, Inc.	2.57	%
Dril-Quip, Inc.	2.56	%
Total	28.25	%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

www.RSinvestments.com     33

RS Select Growth Fund (continued)

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception												Since
	Date	Year-to-Date		1 Year		3 Years		5 Years			10 Years		Inception
Class A Shares	08/01/96
without sales charge		10.69	%	19.03	%	6.37	%	9.24	%		11.62	%	13.54	%
with maximum sales charge		5.45	%	13.37	%	4.66	%	8.18	%		11.08	%	13.03	%
Class K Shares†	02/12/07
without sales charge		—		—		—		—			—		7.71	%
Russell 2000® Growth Index3		9.33	%	16.83	%	11.76	%	13.08	%		5.28	%	6.39	%
S&P 500® Index 4		6.96	%	20.59	%	11.67	%	10.71	%		7.13	%	9.75	%
										Since Class A
										shares inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

RS Select Growth Fund Class K shares (Inception date: 02/12/07), “since inception” returns are not annualized and represent cumulative total returns.

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Select Growth Fund and in the Russell 2000^® Growth Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. A hypothetical $10,000 investment made upon the commencement of offering Class K shares (02/12/07) would have the following value as of June 30, 2007: $10,771. While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.62%, Class K 2.03%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. There is no sales charge for Class K shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

34     Call 1.800.766.FUND

RS Smaller Company Growth Fund

Co-Portfolio Managers
Scott Tracy
Bill Wolfenden

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy

The RS Smaller Company Growth Fund invests principally in smaller growth companies. We seek smaller companies that we believe have the potential for long-term capital appreciation based on superior or niche products or services, operating characteristics, management, or other factors. The Fund may at times invest a substantial portion of its assets in technology companies.

Investment Process

Our objective is long-term capital appreciation. We seek to identify small, rapidly growing companies with sustainable revenue and/or strong earnings growth that we believe have the potential to become leaders in emerging industries. We generate ideas for the portfolio using a hands-on, bottom-up research approach. We look for small, rapidly growing companies companies with market capitalizations up to that of the largest company included in the Russell 2000^® Index on the last day of the most recent quarter (currently, approximately $3.3 billion, based on the size of the largest company on June 30, 2007). Next, we conduct fundamental business analysis, focusing on a company’s earnings, operating and pretax margins, return on equity, balance sheets, accounting, and management. Management interviews are considered a critical part of our decision-making process. We believe that a small company’s success depends largely on its management’s ability to execute a logical business plan and to remain responsive to changing business fundamentals. Only after a stock passes our criteria will we consider it for purchase. We add positions to the portfolio methodically, on a stock-by-stock basis.

Additionally, we develop a trading strategy for a new stock, weighing its valuation, trading pattern, and general market conditions. We monitor individual holdings, using a proprietary valuation model and follow the portfolio positions closely, keeping an ongoing dialogue with company management.

Performance

Small-cap growth stocks enjoyed continued strong performance in the second quarter of 2007, and the RS Smaller Company Growth Fund (Class A Shares) outperformed the Russell 2000^® Growth Index³ in the quarter, returning 7.82% vs. 6.69% for the benchmark. The stock market continued its upward march during the second quarter, fueled in part by surprisingly resilient consumer spending, stabilization in manufacturing, and continued low levels of overall interest rates. We believe robust global mergers-and-acquisition activity and record levels of corporate buybacks have also created strong underpinnings for stock valuations; and so far this year, stocks have been supported by strong corporate earnings.

On a year-to-date basis, the Fund has narrowed the gap with the benchmark and trails slightly, returning 9.15% vs. 9.33% for the Russell 2000^® Growth Index. We are optimistic about the balance of the year and feel that the portfolio is well positioned.

We are pleased to announce that Chris Clark joined the RS Growth team as an analyst covering pharmaceuticals and medical devices. Prior to joining the firm, Mr. Clark was a research associate at TIAA-CREF where he focused on the health care sector. Mr. Clark holds a B.A. in economics from the University of Virginia and is a Chartered Financial Analyst. We are glad to have Mr. Clark as a member of the Growth team and expect him to make an immediate impact in his coverage universe.

The consumer sector was our best-performing sector for the second quarter, and we benefited from good stock selection coupled with a sizable overweighted allocation at 27% vs. 22% for the benchmark. While the portfolio was overweighted in consumer related companies, good stock selection was the primary source of the Fund’s outperformance relative to the index. Our positions significantly outperformed the benchmark at 13.16% vs. 6.93% for the benchmark, winners outpaced losers, and came from a broad range of industries. We enjoyed an impressive showing from Crocs (0.51% of assets as of

www.RSinvestments.com     35

RS Smaller Company Growth Fund (continued)

06/30/07), a leading maker of branded footwear and apparel. Crocs stock was up over 82% in the second quarter period and was our biggest winner in the consumer area. Crocs showed very strong first quarter results and raised its outlook for the balance of 2007. We have reduced our position size after the strong run in the stock, but remain optimistic. Apart from the excitement surrounding its brand initiatives domestically, Crocs has also made broad strides on opening new channels of distribution internationally, where we think the brand may have mass appeal. We think the company’s low relative market share in the massive footwear category also provides potential fuel for further upside.

Another idea that contributed significantly was long-time favorite NutriSystem (1.80%), which had a stellar second quarter performance, with the stock rising 33% in the period. We have owned the stock since Spring 2006 because we were attracted to the business model of its weight loss management programs. The company has grown revenue and earnings over 100% in the trailing 12 months. Stock performance has been strong, but tempered by periods of volatility. We used a first quarter pullback in the stock to add to our position in March. This conviction served us well as NutriSystem stock moved up sharply during the quarter on favorable operating results.

The most meaningful loser during the quarter was Cache (0.00%) (down 25%), a high-end retailer of women’s casual and formal apparel. We had hoped for a second quarter recovery in the stock after a poor showing in the first quarter; when fundamentals deteriorated, however, we exited the position.

The technology sector continued to perform well and again was a source of positive returns during the second quarter due to good stock picking. Technology related businesses constituted 15% of the portfolio compared to almost 17.5% in the benchmark. Our technology companies produced a return of 14.96% vs. an average return of 7.77% for the benchmark. Cbeyond (1.68%), a provider of telecommunications services for small businesses, led the outperformance with a 31% gain in the second quarter. Long-time core holding J2 Global Communications (2.00%) also contributed significant outperformance with a 26% gain.

These two winners, along with Concur Technologies (1.40%), which was also a solid performer in the quarter, share a common theme across much of our technology holdings. We are increasingly focused on companies in which profit growth comes from reoccurring revenue sources. We sense that many investors are willing to pay a premium multiple for the greater earnings growth dependability of these companies.

Strong returns in financial services added meaningfully to portfolio returns during the quarter. While uncertainty over moves in interest rates and caution around subprime lending dampened returns in the index, we rode strong returns from a diverse number of companies in the financial sector. Our best contributor to Fund performance both in the second quarter and year to date was AmTrust Financial Services (0.87%), a specialty insurance company focused on small businesses. AmTrust was relatively undiscovered (covered by one Wall Street firm) when we started buying the stock, and its stellar financial performance quickly attracted a broader ownership, driving the stock up 78% during the second quarter. We have taken gains in the stock, but retain a position.

Another positive development was the sharp second quarter rally in Portfolio Recovery Associates (1.47%), a company we have owned since 2005 that has contributed to positive returns during the period. After treading water for the entirety of 2006 and the better part of the first quarter, Portfolio Recovery realized some of the value we had hoped for in the investment. After posting solid fundamentals for five straight quarters and seeing its stock mark time, Portfolio Recovery’s management decided that the stock was undervalued and proceeded with a three-pronged capital deployment strategy: a stock buyback of 1 million shares, a special dividend, and, most important, a releveraging of the balance sheet to purchase more charged-off receivables, which is their core competency. Investors were buoyed by these actions, and the stock streaked to a 37% gain for the quarter.

Another winner was our core holding International Securities Exchange (0.00%), which was acquired during the period at a 45% premium by the Deutsche Börse Group (0.00%) in an all cash-offer. The premium exceeded our price targets, so we exited the stock on announcement of the deal.

36     Call 1.800.766.FUND

Producer durables remains an area of focus for the Fund and we were benchmark weighted at roughly 9% during the quarter. Our stock picking here was solid, with our producer durables picks registering a 16.78% gain vs. 11.84% for the benchmark. We were able to deliver significant relative outperformance through several major bets on the aerospace segment. B/E Aerospace (1.33%) continues its impressive run, building on a strong first quarter performance. The company continues to enjoy improved operating leverage in its business and a swelling order backlog, and we believe the backdrop for this sector looks promising through 2012.

The health care sector, at approximately 19% of portfolio assets (about market weighted), was our primary source of underperformance during the quarter. The biggest detractor in health care this period was Five Star Quality Care (0.00%), a nursing-home and assisted-living provider. We believe the current real estate malaise adversely affected the ability of the company to drive new enrollments into Five Star’s facilities due to the need for elderly entrants to sell their homes prior to enrollment. Our original premise was that Five Star would be an attractive company that was largely impervious to economic cycles. With the real estate risk hurting results in the short and intermediate term, we have exited the stock with a significant loss in the period. Cutera (0.00%), an aesthetic laser company and a solid contributor to past returns, also hurt us in the second quarter after a 31% stock price decline. Although we had trimmed our holdings as the stock ran-up during the first quarter, Cutera failed to meet expectations and the stock declined sharply. We closed out the position in April and moved on.

We did have some victories in the health care segment, such as NuVasive (1.25%), which rose 14% during the period. NuVasive has a compelling razor/razorblade model in the spine disorder segment. Spectranetics (1.64%), a long-time core holding, is a medical device provider with a leading laser technology for use in femoral and cardiovascular artery applications. The company’s shares performed solidly in the most recent quarter as investors were heartened by approval from the Food and Drug Administration.

Outlook
Despite recent market volatility, we remain optimistic about the prospects of our current investments and the construction of the portfolio, and we continue to try to improve our investment process. While we are dissatisfied with our in-line performance on a year-to-date basis, we are encouraged by the progress in the second quarter and look forward to the balance of 2007. We are proud of the Fund’s long–term record, and as fellow shareholders we thank you for your continued confidence and support.

Sincerely,

Bill Wolfenden	Scott Tracy
Co-Portfolio Manager	Co-Portfolio Manager

Investing in smaller companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in technology companies may be highly volatile.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     37

RS Smaller Company Growth Fund (continued)

Assets Under Management: $305,286,133 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Scientific Games Corp.	2.13	%
j2 Global Communications, Inc.	2.00	%
HEICO Corp.	1.81	%
NutriSystem, Inc.	1.80	%
Security Capital Assurance Ltd.	1.78	%
Cybersource Corp.	1.71	%
Cbeyond, Inc.	1.68	%
Micrus Endovascular Corp.	1.67	%
The Spectranetics Corp.	1.64	%
Advent Software, Inc.	1.57	%
Total	17.79	%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

38     Call 1.800.766.FUND

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception											Since
	Date	Year-to-Date		1 Year		3 Years		5 Years		10 Years		Inception
Class A Shares	08/15/96
without sales charge		9.15	%	13.07	%	10.42	%	11.91	%	10.73	%	12.16	%
with maximum sales charge		3.97	%	7.71	%	8.64	%	10.83	%	10.19	%	11.66	%
Class K Shares†	03/02/07
without sales charge		—		—		—		—		—		9.94	%
Class Y Shares†	05/01/07
without sales charge		—		—		—		—		—		4.63	%
Russell 2000® Growth Index3		9.33	%	16.83	%	11.76	%	13.08	%	5.28	%	6.10	%
								Since Class A
								shares inception
S&P 500® Index4		6.96	%	20.59	%	11.67	%	10.71	%	7.13	%	9.59	%
								Since Class A
								shares inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

RS Smaller Company Growth Fund Class K and Y shares (Inception dates are: 03/02/07 and 05/01/07, respectively) “since inception” returns are not annualized and represent cumulative total returns.

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Smaller Company Growth Fund and in the Russell 2000^® Growth Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class K shares (03/02/07) and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $10,994 (Class K) and $10,463 (Class Y). While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.51%, Class K 2.01% and Class Y 1.28%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

www.RSinvestments.com     39

Understanding Your Fund’s Expenses (unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including as applicable, sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including investment advisory fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated. The table below shows the Funds’ expenses in two ways:

Expenses based on actual return This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” for your Fund to estimate the expenses you paid on your account during this period. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Expenses based on hypothetical 5% return for comparison purposes This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds with the costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

			Beginning Account Value 01/01/07			Ending Account Value 06/30/07			Expenses Paid During Period* 01/01/07-06/30/07			Expense Ratio During Period* 01/01/07-06/30/07
Based on Actual Return
RS Emerging Growth Fund	Class A			$	1,000.00		$	1,126.80		$	8.11	1.54	%
	Class K	(a)		$	1,000.00		$	1,128.90		$	8.84	1.91	%
	Class Y	(b)		$	1,000.00		$	1,069.10		$	2.15	1.26	%
RS Growth Fund	Class A			$	1,000.00		$	1,091.10		$	7.04	1.36	%
	Class C	(c)		$	1,000.00		$	1,000.00		$	—	—	%
	Class K			$	1,000.00		$	1,089.80		$	8.10	1.78	%
	Class Y	(b)		$	1,000.00		$	1,053.80		$	1.84	1.09	%
The Information Age Fund®	Class A			$	1,000.00		$	1,137.30		$	8.65	1.63	%
	Class C	(d)		$	1,000.00		$	1,066.20		$	3.91	2.34	%
	Class K	(e)		$	1,000.00		$	1,157.20		$	9.41	1.97	%
	Class Y	(b)		$	1,000.00		$	1,076.20		$	2.27	1.33	%
RS MidCap Opportunities Fund	Class A			$	1,000.00		$	1,142.60		$	6.94	1.31	%
	Class C	(f)		$	1,000.00		$	1,001.90		$	2.23	2.03	%
	Class K			$	1,000.00		$	1,140.50		$	9.30	1.75	%
	Class Y	(b)		$	1,000.00		$	1,048.60		$	1.82	1.08	%
RS Select Growth Fund	Class A			$	1,000.00		$	1,106.90		$	8.84	1.69	%
	Class K	(g)		$	1,000.00		$	1,077.10		$	7.79	1.98	%
RS Smaller Company	Class A			$	1,000.00		$	1,091.50		$	7.81	1.51	%
Growth Fund	Class K	(h)		$	1,000.00		$	1,099.40		$	6.53	1.89	%
	Class Y	(b)		$	1,000.00		$	1,046.30		$	2.19	1.30	%

40     Call 1.800.766.FUND

			Beginning Account Value 01/01/07			Ending Account Value 06/30/07			Expenses Paid During Period* 01/01/07-06/30/07			Expense Ratio During Period* 01/01/07-06/30/07
Based on Hypothetical (5% Return Before Expenses)
RS Emerging Growth Fund	Class A			$	1,000.00		$	1,017.17		$	7.69	1.54	%
	Class K	(a)		$	1,000.00		$	1,013.47		$	8.36	1.91	%
	Class Y	(b)		$	1,000.00		$	1,006.14		$	2.08	1.26	%
RS Growth Fund	Class A			$	1,000.00		$	1,018.07		$	6.79	1.36	%
	Class C	(c)		$	1,000.00		$	1,000.00		$	—	—	%
	Class K			$	1,000.00		$	1,015.97		$	8.90	1.78	%
	Class Y	(b)		$	1,000.00		$	1,006.42		$	1.80	1.09	%
The Information Age Fund®	Class A			$	1,000.00		$	1,016.70		$	8.17	1.63	%
	Class C	(d)		$	1,000.00		$	1,004.30		$	3.79	2.34	%
	Class K	(e)		$	1,000.00		$	1,013.47		$	8.79	1.97	%
	Class Y	(b)		$	1,000.00		$	1,006.03		$	2.20	1.33	%
RS MidCap Opportunities Fund	Class A			$	1,000.00		$	1,018.32		$	6.54	1.31	%
	Class C	(f)		$	1,000.00		$	1,003.12		$	2.23	2.03	%
	Class K			$	1,000.00		$	1,016.11		$	8.76	1.75	%
	Class Y	(b)		$	1,000.00		$	1,006.44		$	1.78	1.08	%
RS Select Growth Fund	Class A			$	1,000.00		$	1,016.40		$	8.46	1.69	%
	Class K	(g)		$	1,000.00		$	1,011.40		$	7.55	1.98	%
RS Smaller Company Growth Fund	Class A			$	1,000.00		$	1,017.33		$	7.53	1.51	%
	Class K	(h)		$	1,000.00		$	1,010.22		$	6.25	1.89	%
	Class Y	(b)		$	1,000.00		$	1,006.08		$	2.14	1.30	%

*	Expenses are equal to the Portfolio’s annualized expense ratio multiplied by the average value over the period, multiplied by 181/365 (to reflect one-half year period).
(a)	Commencement of operations was 01/23/07.
(b)	Commencement of operations was 05/02/07.
(c)	Commencement of operations was 06/29/07.
(d)	Commencement of operations was 05/03/07.
(e)	Commencement of operations was 01/20/07.
(f)	Commencement of operations was 05/22/07.
(g)	Commencement of operations was 02/13/07.
(h)	Commencement of operations was 03/03/07.

www.RSinvestments.com     41

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42     Call 1.800.766.FUND

Financial Information

Six-Month Period Ended June 30, 2007

Schedule of Investments – RS Emerging Growth Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 98.7%
Advertising Agencies – 1.1%
ValueClick, Inc.(1)		236,450	$	6,965,817
				6,965,817
Aerospace – 2.4%
HEICO Corp.		231,470		9,740,258
Ladish Co., Inc.(1)		131,342		5,647,706
				15,387,964
Air Transport – 1.5%
Allegiant Travel Co.(1)		303,440		9,327,746
				9,327,746
Biotechnology Research & Production – 1.4%
Integra LifeSciences Holdings(1)		81,150		4,010,433
Keryx Biopharmaceuticals, Inc.(1)		500,500		4,889,885
				8,900,318
Casinos & Gambling – 1.4%
Pinnacle Entertainment, Inc.(1)		204,050		5,744,007
Scientific Games Corp., Class A(1)		91,130		3,184,994
				8,929,001
Communications Technology – 7.0%
Atheros Communications(1)		280,780		8,659,255
Cbeyond, Inc.(1)		243,260		9,367,943
Foundry Networks, Inc.(1)		407,040		6,781,286
j2 Global Communications, Inc.(1)		375,030		13,088,547
NETGEAR, Inc.(1)		186,570		6,763,163
				44,660,194
Computer Services, Software & Systems – 13.3%
Ariba, Inc.(1)		465,970		4,617,763
Concur Technologies, Inc.(1)		72,423		1,654,865
DealerTrack Holdings, Inc.(1)		277,208		10,212,343
Digital River, Inc.(1)		189,770		8,587,092
Equinix, Inc.(1)		92,580		8,468,293
Informatica Corp.(1)		581,290		8,585,653
Nuance Communications, Inc.(1)		574,500		9,611,385
Omniture, Inc.(1)		141,690		3,247,535
Sigma Designs, Inc.(1)		244,160		6,370,134
SPSS, Inc.(1)		148,600		6,559,204
Systems Xcellence, Inc.(1)		317,780		9,142,531
TechTarget(1)		56,740		729,109
The TriZetto Group, Inc.(1)		353,200		6,837,952
				84,623,859
Computer Technology – 2.3%
Limelight Networks, Inc.(1)		126,670		2,505,532
Synaptics, Inc.(1)		338,910		12,129,589
				14,635,121
Consumer Electronics – 2.0%
The9 Ltd., ADR(1),(2)		129,410		5,986,506
THQ, Inc.(1)		219,690		6,704,939
				12,691,445
Cosmetics – 1.2%
Bare Escentuals, Inc.(1)		223,230		7,623,304
				7,623,304
Diversified Financial Services – 0.4%
FBR Capital Markets Corp.(1)		125,150		2,115,035
JMP Group, Inc.(1)		22,730		237,529
				2,352,564

June 30, 2007 (unaudited)	Shares		Value
Drugs & Pharmaceuticals – 0.8%
Medicis Pharmaceutical Corp., Class A		159,850	$	4,881,819
				4,881,819
Education Services – 0.7%
DeVry, Inc.		134,000		4,558,680
				4,558,680
Electronics – 0.7%
Daktronics, Inc.		195,170		4,192,252
				4,192,252
Electronics - Medical Systems – 3.3%
Hologic, Inc.(1)		156,420		8,651,590
Illumina, Inc.(1)		295,910		12,010,987
				20,662,577
Electronics - Semiconductors & Components – 6.6%
FormFactor, Inc.(1)		158,080		6,054,464
Hittite Microwave Corp.(1)		58,260		2,489,450
Netlogic Microsystems, Inc.(1)		277,140		8,824,137
O2Micro International Ltd., ADR(1),(2)		1,036,350		11,477,576
PLX Technology, Inc.(1)		412,380		4,602,161
Silicon Motion Technology Corp., ADR(1),(2)		294,920		7,322,864
Techwell, Inc.(1)		99,856		1,308,114
				42,078,766
Energy - Miscellaneous – 1.4%
Aegean Marine
Petroleum Network, Inc.		255,330		4,856,377
TETRA Technologies, Inc.(1)		147,270		4,153,014
				9,009,391
Financial - Miscellaneous – 3.1%
First Cash Financial Services, Inc.(1)		66,870		1,567,433
Portfolio Recovery Associates, Inc.		233,540		14,017,071
Sotheby’s		87,310		4,018,006
				19,602,510
Financial Data Processing Services & Systems – 2.2%
Cybersource Corp.(1)		593,612		7,158,961
Heartland Payment Systems, Inc.		223,760		6,562,881
				13,721,842
Financial Information Services – 0.7%
FactSet Research Systems, Inc.		65,290		4,462,571
				4,462,571
Health Care Facilities – 2.1%
ICON PLC, ADR(1),(2)		118,825		5,197,406
Psychiatric Solutions, Inc.(1)		134,370		4,872,256
Sunrise Senior Living, Inc.(1)		83,070		3,321,969
				13,391,631
Health Care Management Services – 3.7%
Allscripts Healthcare
Solutions, Inc.(1)		256,500		6,535,620
HMS Holdings Corp.(1)		175,320		3,355,625
Phase Forward, Inc.(1)		503,624		8,475,992
Vital Images, Inc.(1)		185,170		5,029,217
				23,396,454
Health Care Services – 1.7%
Healthways, Inc.(1)		233,420		11,057,105
				11,057,105

The accompanying notes are an integral part of these financial statements.

44     Call 1.800.766.FUND

June 30, 2007 (unaudited)	Shares		Value
Hotel/Motel – 1.1%
Home Inns & Hotels Management, Inc., ADR(1),(2)		217,000	$	6,989,570
				6,989,570
Insurance - Property & Casualty – 1.1%
PROS Holdings, Inc.(1)		161,040		2,109,624
Tower Group, Inc.		146,490		4,673,031
				6,782,655
Investment Management Companies – 1.1%
Affiliated Managers Group, Inc.(1)		53,890		6,938,876
				6,938,876
Leisure Time – 1.1%
Life Time Fitness, Inc.(1)		137,790		7,334,562
				7,334,562
Machinery - Oil/Well Equipment & Services – 2.3%
Core Laboratories N.V.(1)		91,300		9,284,297
Dril-Quip, Inc.(1)		120,810		5,430,409
				14,714,706
Machinery - Specialty – 0.7%
Flow International Corp.(1)		353,390		4,452,714
				4,452,714
Medical & Dental Instruments & Supplies – 6.2%
American Medical
Systems Holdings, Inc.(1)		202,710		3,656,888
Kyphon, Inc.(1)		256,730		12,361,549
Mentor Corp.		27,350		1,112,598
Micrus Endovascular Corp.(1)		166,300		4,090,980
NuVasive, Inc.(1)		250,170		6,757,092
PolyMedica Corp.		156,009		6,372,968
ResMed, Inc.(1)		115,380		4,760,579
				39,112,654
Metals & Minerals - Miscellaneous – 0.9%
A.M. Castle & Co.		168,070		6,035,394
				6,035,394
Misc Business & Consumer Discretionary – 0.6%
51job, Inc., ADR(1),(2)		214,470		4,077,075
				4,077,075
Miscellaneous Materials & Commodities – 0.9%
Ceradyne, Inc.(1)		77,930		5,763,703
				5,763,703
Miscellaneous Producer Durables – 1.1%
BE Aerospace, Inc.(1)		171,410		7,079,233
				7,079,233
Miscellaneous Technology – 0.8%
Vocus, Inc.(1)		199,960		5,020,996
				5,020,996
Pollution Control & Environmental Services – 1.4%
Fuel Tech, Inc.(1)		128,350		4,395,987
Team, Inc.(1)		99,004		4,452,210
				8,848,197
Printing & Copying Services – 1.0%
VistaPrint Ltd.(1)		161,200		6,165,900
				6,165,900

June 30, 2007 (unaudited)	Shares		Value
Production Technology Equipment – 0.6%
Varian Semiconductor Equipment Associates, Inc.(1)		99,075	$	3,968,944
				3,968,944
Restaurants – 0.9%
California Pizza Kitchen, Inc.(1)		256,515		5,509,942
				5,509,942
Retail – 5.8%
bebe stores, inc.		402,920		6,450,749
GSI Commerce, Inc.(1)		336,941		7,651,930
Shutterfly, Inc.(1)		113,710		2,450,450
Tween Brands, Inc.(1)		67,000		2,988,200
Volcom, Inc.(1)		229,807		11,520,225
Zumiez, Inc.(1)		154,470		5,835,877
				36,897,431
Securities Brokerage & Services – 3.0%
Investment Technology Group, Inc.(1)		207,470		8,989,675
optionsXpress Holdings, Inc.		140,030		3,593,170
Penson Worldwide, Inc.(1)		254,679		6,247,276
				18,830,121
Services - Commercial – 2.4%
Perficient, Inc.(1)		407,490		8,435,043
Resources Connection, Inc.(1)		199,500		6,619,410
				15,054,453
Shoes – 1.9%
Crocs, Inc.(1)		54,610		2,349,868
Heelys, Inc.(1)		59,460		1,537,636
Iconix Brand Group, Inc.(1)		370,860		8,240,509
				12,128,013
Utilities - Telecommunications – 0.9%
Time Warner Telecom,
Inc., Class A(1)		295,440		5,938,344
				5,938,344
Wholesalers – 1.9%
Houston Wire & Cable Co.(1)		235,490		6,690,271
LKQ Corp.(1)		216,030		5,327,300
				12,017,571
Total Common Stocks (Cost $501,503,543)				626,773,985

	Shares		Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.1%
RS Core Equity Fund, Class Y(3)		605		25,684
RS Emerging Markets Fund, Class A(3)		14		352
RS Global Natural Resources Fund, Class Y(3)		4,869		178,306
RS Growth Fund, Class Y(3)		305		5,081
RS Investors Fund, Class Y(3)		5,159		66,598
RS MidCap Opportunities Fund, Class Y(3)		2,217		35,900
RS Partners Fund, Class Y(3)		3,079		118,885
RS Smaller Company Growth Fund, Class Y(3)		1,955		45,030
RS Value Fund, Class Y(3)		48		1,484
Total Other Investments (Cost $389,969)				477,320

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     45

Schedule of Investments – RS Emerging Growth Fund (continued)

June 30, 2007 (unaudited)	Shares		Value
Short-Term Investments – 2.0%
Federated Prime Obligations Fund, Class B(4)		12,501,436	$	12,501,436
Total Short-Term Investments (Cost $12,501,436)				12,501,436
Total Investments — 100.8% (Cost $514,394,948)				639,752,741
Other Liabilities, Net – (0.8)%				(5,389,604	)
Total Net Assets – 100.0%			$	634,363,137

(1)	Non income-producing security.
(2)	ADR — American Depositary Receipt.
(3)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(4)	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

46     Call 1.800.766.FUND

Schedule of Investments – RS Growth Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 95.7%
Aerospace – 2.3%
Rockwell Collins, Inc.		27,000	$	1,907,280
The Boeing Co.		25,000		2,404,000
				4,311,280
Agriculture Fishing & Ranching – 3.1%
Bunge Ltd.		25,000		2,112,500
Monsanto Co.		56,000		3,782,240
				5,894,740
Aluminum – 1.6%
Alcoa, Inc.		75,000		3,039,750
				3,039,750
Beverage - Brewers (Wineries) – 1.0%
Constellation Brands, Inc., Class A(1)		75,000		1,821,000
				1,821,000
Biotechnology Research & Production – 1.2%
Millipore Corp.(1)		30,000		2,252,700
				2,252,700
Cable Television Services – 1.5%
Time Warner Cable, Inc., Class A(1)		75,400		2,953,418
				2,953,418
Casinos & Gambling – 1.2%
Harrah’s Entertainment, Inc.		27,000		2,302,020
				2,302,020
Communications Technology – 9.7%
Cisco Systems, Inc.(1)		110,000		3,063,500
Corning, Inc.(1)		105,000		2,682,750
Juniper Networks, Inc.(1)		100,000		2,517,000
L-3 Communications Holdings, Inc.		25,000		2,434,750
NDS Group PLC, ADR(1),(2)		40,000		1,878,000
QUALCOMM, Inc.		64,000		2,776,960
Research In Motion Ltd.(1)		16,300		3,259,837
				18,612,797
Computer Services, Software & Systems – 6.3%
Adobe Systems, Inc.(1)		55,000		2,208,250
BEA Systems, Inc.(1)		195,000		2,669,550
F5 Networks, Inc.(1)		25,000		2,015,000
Microsoft Corp.		90,000		2,652,300
Oracle Corp.(1)		130,000		2,562,300
				12,107,400
Computer Technology – 7.2%
Apple, Inc.(1)		18,000		2,196,720
EMC Corp.(1)		190,000		3,439,000
Hewlett-Packard Co.		45,000		2,007,900
NVIDIA Corp.(1)		70,000		2,891,700
SanDisk Corp.(1)		65,000		3,181,100
				13,716,420
Consumer Electronics – 1.2%
Google, Inc., Class A(1)		4,500		2,355,210
				2,355,210
Diversified Financial Services – 3.9%
American Express Co.		35,000		2,141,300
FBR Capital Markets Corp.(1)		50,000		845,000
Interactive Brokers Group, Inc., Class A(1)		78,300		2,124,279
The Goldman Sachs Group, Inc.		11,000		2,384,250
				7,494,829

June 30, 2007 (unaudited)	Shares		Value
Drugs & Pharmaceuticals – 3.9%
Abbott Laboratories		50,000	$	2,677,500
Amylin Pharmaceuticals, Inc.(1)		70,000		2,881,200
Gilead Sciences, Inc.(1)		50,000		1,938,500
				7,497,200
Electronics – 1.2%
FLIR Systems, Inc.(1)		50,000		2,312,500
				2,312,500
Electronics - Semiconductors & Components – 2.2%
Cree, Inc.(1)		70,000		1,809,500
Intel Corp.		100,000		2,376,000
				4,185,500
Electronics - Technology – 4.0%
PerkinElmer, Inc.		85,000		2,215,100
Rockwell Automation, Inc.		42,000		2,916,480
Trimble Navigation Ltd.(1)		79,000		2,543,800
				7,675,380
Entertainment – 2.2%
DreamWorks Animation SKG, Inc., Class A(1)		68,000		1,961,120
Lions Gate Entertainment Corp.(1)		200,000		2,206,000
				4,167,120
Financial - Miscellaneous – 1.0%
CBOT Holdings, Inc., Class A(1)		9,500		1,962,700
				1,962,700
Health Care Facilities – 1.5%
Pharmaceutical Product Development, Inc.		74,700		2,858,769
				2,858,769
Health Care Services – 3.5%
CVS Caremark Corp.		55,000		2,004,750
Express Scripts, Inc.(1)		34,000		1,700,340
Healthways, Inc.(1)		62,500		2,960,625
				6,665,715
Hotel/Motel – 1.4%
Starwood Hotels & Resorts Worldwide, Inc.		40,000		2,682,800
				2,682,800
Insurance - Multi-Line – 2.4%
Assurant, Inc.		37,000		2,180,040
The Hartford Financial Services Group, Inc.		25,000		2,462,750
				4,642,790
Machinery - Agricultural – 0.8%
Deere & Company		13,000		1,569,620
				1,569,620
Machinery - Oil/Well Equipment & Services – 3.8%
Cameron International Corp.(1)		31,500		2,251,305
Halliburton Co.		75,000		2,587,500
Weatherford International Ltd.(1)		45,000		2,485,800
				7,324,605
Multi-Sector Companies – 2.9%
General Electric Co.		85,000		3,253,800
Honeywell International, Inc.		39,000		2,194,920
				5,448,720
Offshore Drilling – 2.7%
ENSCO International, Inc.		45,000		2,745,450
Transocean, Inc.(1)		23,000		2,437,540
				5,182,990

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     47

Schedule of Investments – RS Growth Fund (continued)

June 30, 2007 (unaudited)	Shares		Value
Oil - Crude Producers – 4.3%
Anadarko Petroleum Corp.		37,000	$	1,923,630
Frontier Oil Corp.		48,000		2,100,960
Pioneer Natural Resources Co.		40,000		1,948,400
Plains Exploration & Production Co.(1)		49,000		2,342,690
				8,315,680
Production Technology Equipment –1.3%
Varian Semiconductor Equipment Associates, Inc.(1)		60,000		2,403,600
				2,403,600
Radio & TV Broadcasters – 2.5%
Grupo Televisa S.A., ADR(2)		80,000		2,208,800
The DIRECTV Group, Inc.(1)		115,000		2,657,650
				4,866,450
Rental & Leasing Services - Consumer – 1.3%
Hertz Global Holdings, Inc.(1)		93,400		2,481,638
				2,481,638
Retail – 3.7%
Children’s Place Retail Stores, Inc.(1)		40,000		2,065,600
Costco Wholesale Corp.		50,000		2,926,000
Kohl’s Corp.(1)		28,000		1,988,840
				6,980,440
Securities Brokerage & Services – 0.9%
IntercontinentalExchange, Inc.(1)		11,500		1,700,275
				1,700,275
Steel – 1.1%
Nucor Corp.		35,000		2,052,750
				2,052,750
Telecommunications Equipment – 1.4%
Nokia Oyj, ADR(2)		96,300		2,706,994
				2,706,994
Tires & Rubber – 1.1%
The Goodyear Tire & Rubber Co.(1)		58,000		2,016,080
				2,016,080
Utilities - Telecommunications – 4.4%
America Movil SAB de C.V., ADR(2)		38,000		2,353,340
AT&T, Inc.		60,000		2,490,000
Clearwire Corp., Class A(1)		145,000		3,542,350
				8,385,690
Total Common Stocks
(Cost $157,051,273)				182,947,570

	Shares		Value
Preferred Stocks – 1.3%
Oil - Integrated International – 1.3%
Petroleo Brasileiro S.A., ADR(2)		20,000		2,425,400
				2,425,400
Total Preferred Stocks
(Cost $2,001,338)				2,425,400

June 30, 2007 (unaudited)	Shares		Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.0%
RS Core Equity Fund, Class Y(3)		89	$	3,770
RS Emerging Growth Fund, Class Y(3)		44		1,764
RS Emerging Markets Fund, Class A(3)		4		105
RS Global Natural Resources Fund, Class Y(3)		728		26,673
RS Investors Fund, Class Y(3)		824		10,632
RS MidCap Opportunities Fund, Class Y(3)		338		5,471
RS Partners Fund, Class Y(3)		446		17,214
RS Smaller Company Growth Fund, Class Y(3)		290		6,686
RS Value Fund, Class Y(3)		13		401
Total Other Investments
(Cost $59,411)				72,716

	Shares		Value
Short-Term Investments – 3.3%
Federated Prime Obligations Fund, Class B(4)		6,364,154		6,364,154
Total Short-Term Investments
(Cost $6,364,154)				6,364,154
Total Investments — 100.3%
(Cost $165,476,176)				191,809,840
Other Liabilities, Net – (0.3)%				(523,763	)
Total Net Assets – 100.0%			$	191,286,077

(1)	Non income-producing security.
(2)	ADR — American Depositary Receipt.
(3)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(4)	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

48     Call 1.800.766.FUND

Schedule of Investments – The Information Age Fund^®

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 98.7%
Advertising Agencies – 5.5%
Marchex, Inc., Class B		132,670	$	2,165,175
ValueClick, Inc.(1)		73,290		2,159,123
				4,324,298
Communications Technology – 12.7%
Atheros Communications(1)		38,570		1,189,499
AudioCodes Ltd.(1)		62,030		348,608
Foundry Networks, Inc.(1)		74,630		1,243,336
j2 Global Communications, Inc.(1)		31,680		1,105,632
Juniper Networks, Inc.(1)		48,830		1,229,051
NETGEAR, Inc.(1)		22,480		814,900
QUALCOMM, Inc.		38,590		1,674,420
Research In Motion Ltd.(1)		12,280		2,455,877
				10,061,323
Computer Services, Software & Systems – 22.4%
Adobe Systems, Inc.(1)		12,980		521,147
Akamai Technologies, Inc.(1)		15,140		736,410
Ariba, Inc.(1)		100,550		996,451
Citrix Systems, Inc.(1)		35,850		1,207,069
Concur Technologies, Inc.(1)		57,010		1,302,678
Digital River, Inc.(1)		34,700		1,570,175
Equinix, Inc.(1)		14,760		1,350,097
F5 Networks, Inc.(1)		11,170		900,302
Informatica Corp.(1)		120,880		1,785,398
Microsoft Corp.		112,820		3,324,805
Nuance Communications, Inc.(1)		72,750		1,217,107
Omniture, Inc.(1)		41,430		949,576
Salesforce.com, Inc.(1)		26,370		1,130,218
Sigma Designs, Inc.(1)		28,220		736,260
				17,727,693
Computer Technology – 6.7%
Apple, Inc.(1)		13,880		1,693,915
Limelight Networks, Inc.(1)		56,770		1,122,911
Synaptics, Inc.(1)		68,970		2,468,436
				5,285,262
Consumer Electronics – 12.7%
DTS, Inc.(1)		25,740		560,360
Google, Inc., Class A(1)		6,770		3,543,283
Netflix, Inc.(1)		37,090		719,175
The9 Ltd., ADR(1),(2)		50,730		2,346,770
THQ, Inc.(1)		48,210		1,471,369
Yahoo! Inc.(1)		50,178		1,361,329
				10,002,286
Consumer Products – 2.7%
Nintendo Co. Ltd., ADR(2)		46,500		2,132,025
				2,132,025
Electronics – 1.4%
Daktronics, Inc.		51,060		1,096,769
				1,096,769
Electronics - Semiconductors & Components – 24.0%
AMIS Holdings, Inc.(1)		111,120		1,391,223
FormFactor, Inc.(1)		48,570		1,860,231
Hittite Microwave Corp.(1)		12,510		534,552
Marvell Technology Group Ltd.(1)		150,720		2,744,611
Netlogic Microsystems, Inc.(1)		52,950		1,685,928
O2Micro International Ltd., ADR(1),(2)		492,670		5,456,320
PLX Technology, Inc.(1)		195,592		2,182,807

June 30, 2007 (unaudited)	Shares		Value
Electronics - Semiconductors & Components (continued)
Silicon Motion Technology Corp., ADR(1),(2)		72,160	$	1,791,733
Spansion, Inc., Class A(1)		95,430		1,059,273
Techwell, Inc.(1)		21,400		280,340
				18,987,018
Electronics - Technology – 1.0%
Super Micro Computer, Inc.(1)		78,840		789,188
				789,188
Health Care Services – 1.2%
WebMD Health Corp., Class A(1)		20,900		983,763
				983,763
Insurance - Property & Casualty – 0.7%
PROS Holdings, Inc.(1)		44,090		577,579
				577,579
Production Technology Equipment – 0.6%
Varian Semiconductor Equipment Associates, Inc.(1)		12,195		488,532
				488,532
Retail – 2.6%
GSI Commerce, Inc.(1)		56,939		1,293,085
Shutterfly, Inc.(1)		34,710		748,000
				2,041,085
Services - Commercial – 1.1%
Ctrip.com International Ltd., ADR(2)		11,520		905,817
				905,817
Utilities - Telecommunications – 3.4%
NII Holdings, Inc.(1)		19,520		1,576,045
Time Warner Telecom, Inc., Class A(1)		53,580		1,076,958
				2,653,003
Total Common Stocks (Cost $61,926,736)				78,055,641

	Shares		Value
Other Investments - For Trustee Deferred Compensation
Plan – 0.1%
RS Core Equity Fund, Class Y(3)		51		2,143
RS Emerging Growth Fund, Class Y(3)		16		654
RS Emerging Markets Fund, Class A(3)		2		43
RS Global Natural Resources Fund, Class Y(3)		409		14,989
RS Growth Fund, Class Y(3)		33		545
RS Investors Fund, Class Y(3)		445		5,744
RS MidCap Opportunities Fund, Class Y(3)		171		2,766
RS Partners Fund, Class Y(3)		289		11,160
RS Smaller Company Growth Fund, Class Y(3)		164		3,773
RS Value Fund, Class Y(3)		5		168
Total Other Investments (Cost $34,831)				41,985

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     49

Schedule of Investments – The Information Age Fund^® (continued)

June 30, 2007 (unaudited)	Shares		Value
Short-Term Investments – 3.7%
Federated Prime Obligations Fund, Class B(4)		2,933,228	$	2,933,228
Total Short-Term Investments (Cost $2,933,228)				2,933,228
Total Investments – 102.5% (Cost $64,894,795)				81,030,854
Other Liabilities, Net – (2.5)%				(2,010,580	)
Total Net Assets – 100.0%			$	79,020,274

(1)	Non income-producing security.
(2)	ADR — American Depositary Receipt.
(3)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(4)	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

50     Call 1.800.766.FUND

Schedule of Investments – RS MidCap Opportunities Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 99.8%
Advertising Agencies – 1.3%
ValueClick, Inc.(1)	135,000	$	3,977,100
			3,977,100
Aerospace – 1.2%
Spirit AeroSystems Holdings, Inc.,
Class A(1)	100,000		3,605,000
			3,605,000
Banks - Outside New York City – 1.2%
Northern Trust Corp.	55,000		3,533,200
			3,533,200
Beverage - Soft Drinks – 0.6%
Hansen Natural Corp.(1)	41,000		1,762,180
			1,762,180
Biotechnology Research & Production – 4.3%
Celgene Corp.(1)	62,000		3,554,460
Cephalon, Inc.(1)	50,300		4,043,617
Millipore Corp.(1)	35,000		2,628,150
PDL BioPharma, Inc.(1)	105,000		2,446,500
			12,672,727
Building Materials – 2.1%
Simpson Manufacturing Co., Inc.	100,000		3,374,000
Texas Industries, Inc.	38,000		2,979,580
			6,353,580
Casinos & Gambling – 1.0%
Scientific Games Corp., Class A(1)	85,000		2,970,750
			2,970,750
Communications Technology – 7.4%
Atheros Communications(1)	100,000		3,084,000
Brocade Communications
Systems, Inc.(1)	483,800		3,783,316
Foundry Networks, Inc.(1)	270,000		4,498,200
Harris Corp.	64,000		3,491,200
Juniper Networks, Inc.(1)	147,700		3,717,609
L-3 Communications Holdings, Inc.	35,000		3,408,650
			21,982,975
Computer Services, Software & Systems – 5.7%
Autodesk, Inc.(1)	85,000		4,001,800
Citrix Systems, Inc.(1)	100,000		3,367,000
Cognizant Technology Solutions
Corp., Class A(1)	31,000		2,327,790
Electronics for Imaging, Inc.(1)	68,000		1,918,960
F5 Networks, Inc.(1)	32,000		2,579,200
National Instruments Corp.	86,000		2,801,020
			16,995,770
Computer Technology – 2.4%
NVIDIA Corp.(1)	91,200		3,767,472
SanDisk Corp.(1)	69,500		3,401,330
			7,168,802
Construction – 1.4%
Chicago Bridge & Iron Co. N.V.,
ADR(2)	112,000		4,226,880
			4,226,880
Consumer Electronics – 0.5%
SINA Corp.(1)	35,000		1,465,100
			1,465,100
Cosmetics – 0.8%
Avon Products, Inc.	65,300		2,399,775
			2,399,775

June 30, 2007 (unaudited)	Shares		Value
Diversified Financial Services – 3.3%
CB Richard Ellis Group, Inc.,
Class A(1)	65,000	$	2,372,500
Interactive Brokers Group, Inc.,
Class A(1)	115,000		3,119,950
Jones Lang LaSalle, Inc.	20,000		2,270,000
Nasdaq Stock Market, Inc.(1)	67,000		1,990,570
			9,753,020
Drugs & Pharmaceuticals – 1.8%
Allergan, Inc.	48,000		2,766,720
Amylin Pharmaceuticals, Inc.(1)	65,000		2,675,400
			5,442,120
Education Services – 1.4%
Apollo Group, Inc., Class A(1)	70,000		4,090,100
			4,090,100
Electrical Equipment & Components – 1.8%
AMETEK, Inc.	85,000		3,372,800
Genlyte Group, Inc.(1)	26,000		2,042,040
			5,414,840
Electronics – 1.9%
Amphenol Corp., Class A	84,000		2,994,600
FLIR Systems, Inc.(1)	60,000		2,775,000
			5,769,600
Electronics - Medical Systems – 2.2%
Hologic, Inc.(1)	69,000		3,816,390
Intuitive Surgical, Inc.(1)	19,000		2,636,630
			6,453,020
Electronics - Semiconductors & Components – 5.1%
AMIS Holdings, Inc.(1)	207,400		2,596,648
MEMC Electronic Materials, Inc.(1)	55,000		3,361,600
PMC-Sierra, Inc.(1)	335,000		2,589,550
SunPower Corp.(1)	58,000		3,656,900
Tessera Technologies, Inc.(1)	73,000		2,960,150
			15,164,848
Electronics - Technology – 1.3%
Trimble Navigation Ltd.(1)	122,000		3,928,400
			3,928,400
Energy - Miscellaneous – 0.8%
Holly Corp.	32,000		2,374,080
			2,374,080
Entertainment – 1.0%
Lions Gate Entertainment Corp.(1)	275,000		3,033,250
			3,033,250
Financial Information Services – 1.0%
FactSet Research Systems, Inc.	42,000		2,870,700
			2,870,700
Health Care Facilities – 3.3%
Pharmaceutical Product
Development, Inc.	116,000		4,439,320
Psychiatric Solutions, Inc.(1)	90,000		3,263,400
Sunrise Senior Living, Inc.(1)	50,000		1,999,500
			9,702,220
Health Care Management Services – 2.0%
Cerner Corp.(1)	55,100		3,056,397
Pediatrix Medical Group, Inc.(1)	55,000		3,033,250
			6,089,647
Health Care Services – 1.9%
Express Scripts, Inc.(1)	54,400		2,720,544
Stericycle, Inc.(1)	66,000		2,934,360
			5,654,904

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     51

Schedule of Investments – RS MidCap Opportunities Fund (continued)

June 30, 2007 (unaudited)	Shares		Value
Investment Management Companies – 2.1%
Affiliated Managers Group, Inc.(1)	21,000	$	2,703,960
T. Rowe Price Group, Inc.	66,000		3,424,740
			6,128,700
Machinery - Oil/Well Equipment & Services – 3.1%
Cameron International Corp.(1)	33,000		2,358,510
Smith International, Inc.	55,000		3,225,200
Superior Energy Services, Inc.(1)	93,500		3,732,520
			9,316,230
Medical & Dental Instruments & Supplies – 3.0%
Kyphon, Inc.(1)	68,000		3,274,200
Thermo Fisher Scientific, Inc.(1)	60,000		3,103,200
West Pharmaceutical Services, Inc.	55,000		2,593,250
			8,970,650
Medical Services – 0.8%
VCA Antech, Inc.(1)	66,000		2,487,540
			2,487,540
Metal Fabricating – 4.4%
Commercial Metals Co.	65,000		2,195,050
Mueller Water Products, Inc.	182,000		3,104,920
Quanex Corp.	100,000		4,870,000
Valmont Industries, Inc.	40,000		2,910,400
			13,080,370
Metals & Minerals - Miscellaneous – 1.1%
Cameco Corp.	66,000		3,348,840
			3,348,840
Milling - Fruit & Grain Processing – 1.2%
Corn Products International, Inc.	77,100		3,504,195
			3,504,195
Offshore Drilling – 2.4%
ENSCO International, Inc.	65,000		3,965,650
GlobalSantaFe Corp.	44,200		3,193,450
			7,159,100
Oil - Crude Producers – 3.9%
Anadarko Petroleum Corp.	50,000		2,599,500
Frontier Oil Corp.	58,000		2,538,660
Plains Exploration &
Production Co.(1)	70,000		3,346,700
Southwestern Energy Co.(1)	69,000		3,070,500
			11,555,360
Production Technology Equipment – 2.0%
Lam Research Corp.(1)	49,500		2,544,300
Varian Semiconductor Equipment
Associates, Inc.(1)	85,200		3,413,112
			5,957,412
Rental & Leasing Services - Commercial – 1.6%
AerCap Holdings N.V.(1)	150,000		4,800,000
			4,800,000
Retail – 4.0%
Aeropostale, Inc.(1)	50,000		2,084,000
Family Dollar Stores, Inc.	79,600		2,731,872
GameStop Corp., Class A(1)	76,000		2,971,600
MSC Industrial Direct Co., Class A	30,000		1,650,000
The Men’s Wearhouse, Inc.	47,000		2,400,290
			11,837,762
Securities Brokerage & Services – 1.8%
E*TRADE Financial Corp.(1)	135,000		2,982,150
IntercontinentalExchange, Inc.(1)	16,500		2,439,525
			5,421,675

June 30, 2007 (unaudited)	Shares		Value
Services - Commercial – 2.1%
NutriSystem, Inc.(1)	43,500	$	3,038,040
Watson Wyatt Worldwide, Inc.,
Class A	65,000		3,281,200
			6,319,240
Shipping – 0.9%
Kirby Corp.(1)	72,500		2,783,275
			2,783,275
Steel – 1.0%
Allegheny Technologies, Inc.	28,000		2,936,640
			2,936,640
Transportation - Miscellaneous – 1.6%
CH Robinson Worldwide, Inc.	50,000		2,626,000
Expeditors International
Washington, Inc.	53,000		2,188,900
			4,814,900
Utilities - Gas Pipelines – 1.3%
El Paso Corp.	220,000		3,790,600
			3,790,600
Utilities - Telecommunications – 2.8%
Clearwire Corp., Class A(1)	187,600		4,583,068
NeuStar, Inc., Class A(1)	125,000		3,621,250
			8,204,318
Total Common Stocks (Cost $266,291,240)			297,271,395

	Shares	Value
Other Investments - For Trustee Deferred Compensation
Plan – 0.0%
RS Core Equity Fund, Class Y(3)	64	2,709
RS Emerging Growth Fund, Class Y(3)	42	1,704
RS Emerging Markets Fund, Class A(3)	6	160
RS Global Natural Resources Fund,
Class Y(3)	544	19,914
RS Growth Fund, Class Y(3)	105	1,752
RS Investors Fund, Class Y(3)	689	8,893
RS Partners Fund, Class Y(3)	314	12,103
RS Smaller Company Growth Fund,
Class Y(3)	213	4,914
RS Value Fund, Class Y(3)	19	574
Total Other Investments (Cost $44,198)		52,723

	Shares		Value
Short-Term Investments – 1.0%
Federated Prime Obligations Fund,
Class B(4)	2,964,793		2,964,793
Total Short-Term Investments (Cost $2,964,793)			2,964,793
Total Investments – 100.8% (Cost $269,300,231)			300,288,911
Other Liabilities, Net – (0.8)%			(2,268,778	)
Total Net Assets – 100.0%		$	298,020,133

1	Non income-producing security.
2	ADR – American Depositary Receipt.
3	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
4	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

52     Call 1.800.766.FUND

Schedule of Investments – RS Select Growth Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 96.8%
Aerospace – 2.1%
HEICO Corp.		80,610	$	3,392,069
				3,392,069
Air Transport – 2.1%
Allegiant Travel Co.(1)		110,860		3,407,836
				3,407,836
Casinos & Gambling – 4.3%
Pinnacle Entertainment, Inc.(1)		112,270		3,160,401
Scientific Games Corp., Class A(1)		110,560		3,864,072
				7,024,473
Communications Technology – 7.3%
Atheros Communications(1)		97,100		2,994,564
Cbeyond, Inc.(1)		76,890		2,961,034
Foundry Networks, Inc.(1)		131,600		2,192,456
j2 Global Communications, Inc.(1)		112,410		3,923,109
				12,071,163
Computer Services, Software & Systems – 13.9%
DealerTrack Holdings, Inc.(1)		103,480		3,812,203
Digital River, Inc.(1)		93,440		4,228,160
Equinix, Inc.(1)		20,180		1,845,865
Informatica Corp.(1)		288,410		4,259,816
Nuance Communications, Inc.(1)		205,870		3,444,205
Sigma Designs, Inc.(1)		63,770		1,663,759
SPSS, Inc.(1)		40,590		1,791,643
The TriZetto Group, Inc.(1)		96,770		1,873,467
				22,919,118
Computer Technology – 2.3%
Synaptics, Inc.(1)		107,390		3,843,488
				3,843,488
Construction – 1.5%
Chicago Bridge & Iron Co. N.V.,
ADR(2)		67,500		2,547,450
				2,547,450
Consumer Electronics – 1.5%
The9 Ltd., ADR(1),(2)		55,200		2,553,552
				2,553,552
Cosmetics – 1.5%
Bare Escentuals, Inc.(1)		69,970		2,389,476
				2,389,476
Electronics – 1.4%
Daktronics, Inc.		110,350		2,370,318
				2,370,318
Electronics - Medical Systems – 2.1%
Illumina, Inc.(1)		85,370		3,465,168
				3,465,168
Electronics - Semiconductors & Components – 5.6%
FormFactor, Inc.(1)		42,840		1,640,772
Netlogic Microsystems, Inc.(1)		72,390		2,304,898
O2Micro International Ltd., ADR(1),(2)		477,577		5,289,165
				9,234,835
Energy - Miscellaneous – 0.7%
TETRA Technologies, Inc.(1)		38,490		1,085,418
				1,085,418

June 30, 2007 (unaudited)	Shares		Value
Financial - Miscellaneous – 2.9%
Portfolio Recovery Associates, Inc.		79,316	$	4,760,546
				4,760,546
Financial Data Processing Services & Systems – 2.3%
Cybersource Corp.(1)		310,320		3,742,459
				3,742,459
Health Care Management Services – 1.1%
Phase Forward, Inc.(1)		103,410		1,740,390
				1,740,390
Health Care Services – 3.5%
Healthways, Inc.(1)		122,560		5,805,667
				5,805,667
Insurance - Multi-Line – 1.1%
Security Capital Assurance Ltd.		59,150		1,825,961
				1,825,961
Investment Management Companies – 1.3%
Affiliated Managers Group, Inc.(1)		16,460		2,119,390
				2,119,390
Leisure Time – 2.2%
Life Time Fitness, Inc.(1)		69,520		3,700,550
				3,700,550
Machinery - Construction & Handling – 0.7%
The Manitowoc Co., Inc.		15,200		1,221,776
				1,221,776
Machinery - Oil/Well Equipment & Services – 7.0%
Core Laboratories N.V.(1)		26,930		2,738,512
Dril-Quip, Inc.(1)		93,880		4,219,906
Superior Energy Services, Inc.(1)		113,100		4,514,952
				11,473,370
Medical & Dental Instruments & Supplies – 6.2%
American Medical Systems
Holdings, Inc.(1)		140,500		2,534,620
Kyphon, Inc.(1)		90,040		4,335,426
PolyMedica Corp.		43,090		1,760,227
ResMed, Inc.(1)		38,340		1,581,908
				10,212,181
Miscellaneous Materials & Commodities – 1.0%
Ceradyne, Inc.(1)		21,495		1,589,770
				1,589,770
Miscellaneous Producer Durables – 2.1%
BE Aerospace, Inc.(1)		82,330		3,400,229
				3,400,229
Miscellaneous Technology – 1.1%
Vocus, Inc.(1)		70,400		1,767,744
				1,767,744
Offshore Drilling – 1.6%
Atwood Oceanics, Inc.(1)		39,470		2,708,431
				2,708,431
Rental & Leasing Services - Commercial – 1.0%
Genesis Lease Ltd., ADR(2)		62,700		1,717,980
				1,717,980
Restaurants – 1.1%
California Pizza Kitchen, Inc.(1)		83,775		1,799,487
				1,799,487

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     53

Schedule of Investments – RS Select Growth Fund (continued)

June 30, 2007 (unaudited)	Shares		Value
Retail – 2.5%
Volcom, Inc.(1)		48,300	$	2,421,279
Zumiez, Inc.(1)		44,580		1,684,232
				4,105,511
Securities Brokerage & Services – 2.0%
Investment Technology Group, Inc.(1)		76,780		3,326,877
				3,326,877
Services - Commercial – 4.9%
FTI Consulting, Inc.(1)		117,330		4,462,060
Perficient, Inc.(1)		176,440		3,652,308
				8,114,368
Shoes – 2.8%
Iconix Brand Group, Inc.(1)		210,320		4,673,310
				4,673,310
Utilities - Telecommunications – 2.1%
Time Warner Telecom, Inc.,
Class A(1)		170,370		3,424,437
				3,424,437
Total Common Stocks
(Cost $135,865,095)				159,534,798

	Shares		Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.2%
RS Core Equity Fund, Class Y(3)		304		12,923
RS Emerging Growth Fund, Class Y(3)		88		3,551
RS Emerging Markets Fund, Class A(3)		4		97
RS Global Natural Resources Fund,
Class Y(3)		2,435		89,156
RS Growth Fund, Class Y(3)		102		1,703
RS Investors Fund, Class Y(3)		2,494		32,196
RS MidCap Opportunities Fund,
Class Y(3)		1,026		16,605
RS Partners Fund, Class Y(3)		1,699		65,589
RS Smaller Company Growth Fund,
Class Y(3)		982		22,628
RS Value Fund, Class Y(3)		14		441
Total Other Investments
(Cost $199,924)				244,889

	Shares		Value
Short-Term Investments – 4.9%
Federated Prime Obligations Fund,
Class B(4)		6,641,385		6,641,385
SSgA Prime Money Market Fund(4)		1,441,322		1,441,322
Total Short-Term Investments
(Cost $8,082,707)				8,082,707

June 30, 2007 (unaudited)	Principal Amount		Value
Repurchase Agreement – 0.3%
State Street Bank and Trust Co. Repurchase Agreement, 5.13%, dated 6/29/07, maturity value of $532,227 due 7/2/07, collateralized by $540,000 in FHLB, 6.05%, due 2/21/17, with a value of $546,075	$	532,000	$	532,000
Total Repurchase Agreement
(Cost $532,000)				532,000
Total Investments — 102.2%
(Cost $144,679,726)				168,394,394
Other Liabilities, Net – (2.2)%				(3,622,896	)
Total Net Assets – 100.0%			$	164,771,498

(1)	Non income-producing security.
(2)	ADR - American Depository Receipts
(3)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(4)	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

54     Call 1.800.766.FUND

Schedule of Investments – RS Smaller Company Growth Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 94.4%
Advertising Agencies – 1.9%
DG Fastchannel, Inc.(1)		123,196	$	2,510,734
Marchex, Inc., Class B		207,440		3,385,421
				5,896,155
Aerospace – 3.1%
HEICO Corp.		131,300		5,525,104
Ladish Co., Inc.(1)		91,825		3,948,475
				9,473,579
Air Transport – 1.4%
Allegiant Travel Co.(1)		141,580		4,352,169
				4,352,169
Auto Parts - Original Equipment – 0.5%
Amerigon, Inc.(1)		90,850		1,634,392
				1,634,392
Biotechnology Research & Production – 1.3%
American Oriental
Bioengineering, Inc.(1)		140,220		1,247,958
Integra LifeSciences Holdings(1)		57,680		2,850,546
				4,098,504
Casinos & Gambling – 3.4%
Century Casinos, Inc.(1)		425,470		3,824,975
Scientific Games Corp., Class A(1)		185,960		6,499,302
				10,324,277
Commercial Information Services – 0.6%
LoopNet, Inc.(1)		75,680		1,765,614
				1,765,614
Communications Technology – 5.8%
Atheros Communications(1)		86,450		2,666,118
Cbeyond, Inc.(1)		133,134		5,126,990
j2 Global Communications, Inc.(1)		175,330		6,119,017
RADVision Ltd.(1)		173,380		3,646,182
				17,558,307
Computer Services, Software & Systems – 9.0%
Concur Technologies, Inc.(1)		187,310		4,280,034
DealerTrack Holdings, Inc.(1)		84,670		3,119,243
Digital River, Inc.(1)		52,520		2,376,530
Equinix, Inc.(1)		46,635		4,265,704
NaviSite, Inc.(1)		553,759		4,208,568
Nuance Communications, Inc.(1)		176,930		2,960,039
Systems Xcellence, Inc.(1)		98,099		2,822,308
The TriZetto Group, Inc.(1)		172,340		3,336,502
				27,368,928
Construction – 0.9%
Granite Construction, Inc.		44,660		2,866,279
				2,866,279
Consumer Electronics – 2.6%
The9 Ltd., ADR(1),(2)		93,120		4,307,731
THQ, Inc.(1)		120,300		3,671,556
				7,979,287
Diversified Financial Services – 0.3%
FBR Capital Markets Corp.(1)		57,900		978,510
				978,510
Drugs & Pharmaceuticals – 2.5%
K-V Pharmaceutical Co., Class A(1)		172,470		4,698,083
Medicis Pharmaceutical Corp., Class A		91,560		2,796,242
				7,494,325

June 30, 2007 (unaudited)	Shares		Value
Education Services – 1.3%
DeVry, Inc.		120,170	$	4,088,183
				4,088,183
Electronics - Semiconductors & Components – 1.4%
FormFactor, Inc.(1)		50,700		1,941,810
Tessera Technologies, Inc.(1)		54,540		2,211,597
				4,153,407
Financial - Miscellaneous – 1.5%
Portfolio Recovery Associates, Inc.		74,640		4,479,893
				4,479,893
Financial Data Processing Services & Systems – 4.3%
Advent Software, Inc.(1)		146,900		4,781,595
Cybersource Corp.(1)		433,515		5,228,191
Online Resources Corp.(1)		293,350		3,220,983
				13,230,769
Health Care Management Services – 2.1%
HMS Holdings Corp.(1)		99,590		1,906,152
Pediatrix Medical Group, Inc.(1)		55,660		3,069,649
Phase Forward, Inc.(1)		81,290		1,368,111
				6,343,912
Health Care Services – 2.1%
Healthways, Inc.(1)		66,860		3,167,158
NovaMed, Inc.(1)		541,850		3,278,193
				6,445,351
Hotel/Motel – 0.9%
Home Inns & Hotels Management, Inc., ADR(1),(2)		83,170		2,678,906
				2,678,906
Insurance - Multi-Line – 1.8%
Security Capital Assurance Ltd.		175,850		5,428,489
				5,428,489
Insurance - Property & Casualty – 1.2%
Amtrust Financial Services, Inc.		141,850		2,665,361
PROS Holdings, Inc.(1)		75,150		984,465
				3,649,826
Leisure Time – 1.3%
Life Time Fitness, Inc.(1)		72,980		3,884,725
				3,884,725
Machinery - Oil/Well Equipment & Services – 5.2%
Core Laboratories N.V.(1)		42,980		4,370,636
Dril-Quip, Inc.(1)		60,520		2,720,374
Oil States International, Inc.(1)		107,840		4,458,106
Superior Energy Services, Inc.(1)		106,300		4,243,496
				15,792,612
Machinery - Specialty – 1.3%
Flow International Corp.(1)		327,271		4,123,615
				4,123,615
Medical & Dental Instruments & Supplies – 10.5%
American Medical Systems
Holdings, Inc.(1)		190,810		3,442,212
Kyphon, Inc.(1)		51,740		2,491,281
LeMaitre Vascular, Inc.(1)		513,327		3,079,962
Micrus Endovascular Corp. (1)		207,210		5,097,366
NuVasive, Inc.(1)		140,950		3,807,060
PolyMedica Corp.		82,593		3,373,924
ResMed, Inc.(1)		87,320		3,602,823
The Spectranetics Corp.(1)		433,770		4,997,030
Volcano Corp.(1)		101,460		2,050,507
				31,942,165

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     55

Schedule of Investments – RS Smaller Company Growth Fund (continued)

June 30, 2007 (unaudited)	Shares		Value
Metal Fabricating – 0.7%
Dynamic Materials Corp.		54,152	$	2,030,700
				2,030,700
Metals & Minerals - Miscellaneous – 0.9%
A.M. Castle & Co.		78,180		2,807,444
				2,807,444
Miscellaneous Materials & Commodities – 0.9%
Ceradyne, Inc.(1)		36,790		2,720,988
				2,720,988
Miscellaneous Producer Durables – 1.3%
BE Aerospace, Inc.(1)		98,150		4,053,595
				4,053,595
Pollution Control & Environmental Services – 2.0%
SunOpta, Inc.(1)		216,314		2,411,901
Team, Inc.(1)		79,110		3,557,577
				5,969,478
Production Technology Equipment – 0.8%
Varian Semiconductor Equipment
Associates, Inc.(1)		63,345		2,537,601
				2,537,601
Real Estate Investment Trusts – 1.5%
KKR Financial Holdings LLC		178,190		4,438,713
				4,438,713
Retail – 2.4%
Jos. A. Bank Clothiers, Inc.(1)		46,311		1,920,517
Tween Brands, Inc.(1)		60,320		2,690,272
Volcom, Inc.(1)		57,119		2,863,376
				7,474,165
Securities Brokerage & Services – 3.1%
Investment Technology Group, Inc.(1)		95,770		4,149,714
optionsXpress Holdings, Inc.		93,600		2,401,776
Penson Worldwide, Inc.(1)		118,040		2,895,521
				9,447,011
Services - Commercial – 8.0%
Barrett Business Services, Inc.		177,650		4,588,700
FirstService Corp.(1)		79,949		2,879,763
NutriSystem, Inc.(1)		78,730		5,498,503
Perficient, Inc.(1)		188,880		3,909,816
Rollins, Inc.		165,296		3,763,790
Steiner Leisure Ltd.(1)		76,320		3,748,838
				24,389,410
Shoes – 1.8%
Crocs, Inc.(1)		36,060		1,551,662
Iconix Brand Group, Inc.(1)		183,906		4,086,391
				5,638,053
Truckers – 0.9%
Old Dominion Freight Line, Inc.(1)		90,890		2,740,334
				2,740,334
Wholesalers – 1.9%
Houston Wire & Cable Co.(1)		121,760		3,459,202
LKQ Corp.(1)		99,950		2,464,767
				5,923,969
Total Common Stocks (Cost $231,970,527)				288,203,640

June 30, 2007 (unaudited)	Shares		Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.1%
RS Core Equity Fund, Class Y(3)		74	$	3,161
RS Emerging Growth Fund, Class Y(3)		45		1,808
RS Emerging Markets Fund, Class A(3)		6		161
RS Global Natural Resources Fund, Class Y(3)		631		23,119
RS Growth Fund, Class Y(3)		116		1,940
RS Investors Fund, Class Y(3)		793		10,235
RS MidCap Opportunities Fund, Class Y(3)		295		4,774
RS Partners Fund, Class Y(3)		378		14,591
RS Value Fund, Class Y(3)		20		620
Total Other Investments (Cost $52,144)				60,409

	Shares		Value
Short-Term Investments – 2.4%
Federated Prime Obligations Fund, Class B(4)		7,454,941		7,454,941
Total Short-Term Investments (Cost $7,454,941)				7,454,941
Total Investments — 96.9% (Cost $239,477,612)				295,718,990
Other Assets, Net – 3.1%				9,567,143
Total Net Assets – 100.0%			$	305,286,133

(1)	Non income-producing security.
(2)	ADR - American Depository Receipts
(3)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(4)	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

56     Call 1.800.766.FUND

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www.RSinvestments.com     57

Financial Information

Statement of Assets and Liabilities
As of June 30, 2007 (unaudited)

	RS Emerging Growth			RS Growth			The Information Age Fund®
Assets
Investments, at value	$	639,752,741		$	191,809,840		$	81,030,854
Cash and cash equivalents		—			—			—
Receivable for investments sold		8,762,331			5,458,344			1,116,448
Receivable for fund shares subscribed		148,998			113,550			28,562
Dividends/interest receivable		71,421			92,624			19,165
Prepaid expenses		33,963			12,459			3,956
Total Assets		648,769,454			197,486,817			82,198,985
Liabilities
Payable for investments purchased		12,174,742			5,718,889			2,884,246
Payable for fund shares redeemed		337,368			50,800			68,089
Payable to adviser		497,156			125,919			64,079
Deferred trustees’ compensation		477,320			72,716			41,985
Payable to distributor		128,997			38,959			15,999
Accrued expenses/other liabilities		790,734			193,457			104,313
Total Liabilities		14,406,317			6,200,740			3,178,711
Total Net Assets	$	634,363,137		$	191,286,077		$	79,020,274
Net Assets Consist of:
Paid-in capital		1,791,665,415			144,051,309			52,858,207
Accumulated undistributed net investment loss		(4,687,549	)		(235,904	)		(550,712	)
Accumulated net realized gain/(loss) from investments and foreign currency transactions		(1,277,972,522	)		21,137,008			10,576,720
Net unrealized appreciation/(depreciation) on investments and translation of assets and liabilities in foreign currencies		125,357,793			26,333,664			16,136,059
Total Net Assets	$	634,363,137		$	191,286,077		$	79,020,274
Investments, at Cost	$	514,394,948		$	165,476,176		$	64,894,795
Pricing of Shares
Net Assets:
Class A	$	625,238,214		$	189,057,413		$	78,739,592
Class C		—			3,000			51,397
Class K		26,770			89,058			3,248
Class Y		9,098,153			2,136,606			226,037
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		15,559,278			11,360,103			4,359,993
Class C		—			180			2,849
Class K		667			5,358			180
Class Y		226,280			128,280			12,510
Net Asset Value Per Share:
Class A	$	40.18		$	16.64		$	18.06
Class C		—			16.64			18.04
Class K		40.10			16.62			18.04
Class Y		40.21			16.66			18.07
Sales Charge Class A (Load)		4.75	%		4.75	%		4.75	%
Maximum Offering Price Per Class A Share	$	42.18		$	17.47		$	18.96

The accompanying notes are an integral part of these financial statements.

58     Call 1.800.766.FUND

Financial Information

Statement of Assets and Liabilities
As of June 30, 2007 (unaudited)

	RS MidCap Opportunities			RS Select Growth			RS Smaller Company Growth
Assets
Investments, at value	$	300,288,911		$	168,394,394		$	295,718,990
Cash and cash equivalents		—			828			—
Receivable for investments sold		7,002,757			3,805,584			2,324,836
Receivable for fund shares subscribed		386,104			66,949			10,127,127
Dividends/interest receivable		101,131			36,740			52,420
Prepaid expenses		26,780			5,171			10,672
Total Assets		307,805,683			172,309,666			308,234,045
Liabilities
Payable for investments purchased		9,163,512			5,549,692			2,123,715
Payable for fund shares redeemed		87,475			1,236,410			242,832
Payable to adviser		195,845			135,984			239,767
Deferred trustees’ compensation		52,723			244,889			60,409
Payable to distributor		60,377			34,343			60,429
Accrued expenses/other liabilities		225,618			336,850			220,760
Total Liabilities		9,785,550			7,538,168			2,947,912
Total Net Assets	$	298,020,133		$	164,771,498		$	305,286,133
Net Assets Consist of:
Paid-in capital		231,391,593			255,450,988			238,333,616
Accumulated undistributed net investment loss		(969,300	)		(1,385,971	)		(1,466,958	)
Accumulated net realized gain/(loss) from investments and foreign currency transactions		36,609,144			(113,008,187	)		12,178,097
Net unrealized appreciation/(depreciation) on investments and translation of assets and liabilities in foreign currencies		30,988,696			23,714,668			56,241,378
Total Net Assets	$	298,020,133		$	164,771,498		$	305,286,133
Investments, at Cost	$	269,300,231		$	144,679,726		$	239,477,612
Pricing of Shares
Net Assets:
Class A	$	293,795,327		$	164,768,514		$	304,676,267
Class C		13,633			—			—
Class K		70,885			2,984			9,054
Class Y		4,140,288			—			600,812
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		18,152,218			6,167,954			13,231,542
Class C		843			—			—
Class K		4,390			112			394
Class Y		255,734			—			26,087
Net Asset Value Per Share:
Class A	$	16.19		$	26.71		$	23.03
Class C		16.17			—			—
Class K		16.15			26.68			23.00
Class Y		16.19			—			23.03
Sales Charge Class A (Load)		4.75	%		4.75	%		4.75	%
Maximum Offering Price Per Class A Share	$	17.00		$	28.04		$	24.18

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     59

Financial Information (continued)

Statement of Operations
For the Six Month Period Ended June 30, 2007 (unaudited)

	RS Emerging Growth			RS Growth			The Information Age Fund®
Investment Income
Interest	$	339,609		$	51,256		$	77,963
Dividends		484,229			1,000,977			45,329
Withholding taxes on foreign dividends		—			(9,434	)		—
Total Investment Income		823,838			1,042,799			123,292
Expenses
Investment advisory fees		3,147,649			750,103			390,886
Distribution fees		824,791			233,651			97,662
Transfer agent fees		527,822			117,823			66,479
Shareholder reports		189,239			48,519			21,625
Administrative service fees		191,320			53,309			21,356
Custodian fees		49,062			21,265			10,245
Professional fees		54,239			17,684			10,372
Trustees' fees and expenses		71,411			12,909			6,708
Registration fees		12,572			9,183			8,339
Insurance expense		16,271			3,760			1,700
Other expense		10,209			5,393			4,017
Total Expenses		5,094,585			1,273,599			639,389
Less: Fee waiver by adviser		(894	)		(1,025	)		(915	)
Custody credits		(1,353	)		(1,040	)		(156	)
Total Expenses, Net		5,092,338			1,271,534			638,318
Net Investment Loss		(4,268,500	)		(228,735	)		(515,026	)
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions
Net realized gain from investments		96,755,045			17,918,418			9,482,450
Net change in unrealized appreciation/(depreciation) on investments		(14,703,324	)		(1,118,367	)		966,591
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currency		—			—			—
Net Gain on Investments and Foreign Currency Transactions		82,051,721			16,800,051			10,449,041
Net Increase in Net Assets Resulting from Operations	$	77,783,221		$	16,571,316		$	9,934,015

The accompanying notes are an integral part of these financial statements.

60     Call 1.800.766.FUND

Financial Information (continued)

Statement of Operations
For the Six Month Period Ended June 30, 2007 (unaudited)

	RS MidCap Opportunities			RS Select Growth			RS Smaller Company Growth
Investment Income
Interest	$	139,639		$	254,562		$	338,695
Dividends		757,265			160,604			434,513
Withholding taxes on foreign dividends		(2,404	)		(1,454	)		—
Total Investment Income		894,500			413,712			773,208
Expenses
Investment advisory fees		1,184,143			937,299			1,453,435
Distribution fees		346,693			234,312			363,128
Transfer agent fees		120,410			212,048			104,413
Shareholder reports		71,676			54,579			97,668
Administrative service fees		78,306			54,960			82,931
Custodian fees		31,719			25,246			37,473
Professional fees		26,093			19,980			26,634
Trustees' fees and expenses		13,056			32,914			15,609
Registration fees		9,931			12,446			9,572
Insurance expense		4,645			6,434			5,280
Other expense		6,201			5,655			6,124
Total Expenses		1,892,873			1,595,873			2,202,267
Less: Fee waiver by adviser		(72,106	)		(9,732	)		(14,783	)
Custody credits		(1,821	)		(83	)		(48	)
Total Expenses, Net		1,818,946			1,586,058			2,187,436
Net Investment Loss		(924,446	)		(1,172,346	)		(1,414,228	)
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions
Net realized gain from investments		34,160,044			19,300,542			12,038,399
Net change in unrealized appreciation/(depreciation) on investments		4,104,304			329,940			15,043,030
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currency		16			—			—
Net Gain on Investments and Foreign Currency Transactions		38,264,364			19,630,482			27,081,429
Net Increase in Net Assets Resulting from Operations	$	37,339,918		$	18,458,136		$	25,667,201

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     61

Financial Information (continued)

Statement of Changes in Net Assets
Six-month-ended numbers are unaudited

	RS Emerging Growth						RS Growth
	For the Six Months Ended 06/30/07			For the Year Ended 12/31/06			For the Six Months Ended 06/30/07			For the Year Ended 12/31/06
Operations
Net investment income/(loss)	$	(4,268,500	)	$	(10,027,842	)	$	(228,735	)	$	136,787
Net realized gain from investments and foreign currency transactions		96,755,045			135,193,693			17,918,418			22,340,002
Net change in unrealized appreciation/(depreciation) on investments and on translation of assets and liabilities in foreign currency		(14,703,324	)		(49,260,664	)		(1,118,367	)		(2,494,237	)
Net Increase in Net Assets Resulting from Operations		77,783,221			75,905,187			16,571,316			19,982,552
Distributions to Shareholders
Net investment income Class A		—			—			—			(90,578	)
Realized gain on investments Class A		—			—			—			(26,037,421	)
Total Distributions		—			—			—			(26,127,999	)
Capital Share Transactions
Proceeds from sales of shares		33,551,050			82,317,051			7,466,463			16,787,131
Reinvestment of distributions		—			—			—			25,245,843
Cost of shares redeemed		(215,384,596	)		(350,104,305	)		(24,673,396	)		(50,702,818	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(181,833,546	)		(267,787,254	)		(17,206,933	)		(8,669,844	)
Net Increase/(Decrease) in Net Assets		(104,050,325	)		(191,882,067	)		(635,617	)		(14,815,291	)
Net Assets
Beginning of Period		738,413,462			930,295,529			191,921,694			206,736,985
End of Period	$	634,363,137		$	738,413,462		$	191,286,077		$	191,921,694
Undistributed Net Investment Loss Included in Net Assets	$	(4,687,549	)	$	(419,049	)	$	(235,904	)	$	(7,169	)
Other Information:
Shares
Sold		898,211			2,386,888			473,838			1,020,329
Reinvested		—			—			—			1,637,208
Redeemed		(5,821,880	)		(10,231,817	)		(1,567,435	)		(3,112,803	)
Net Increase/(Decrease)		(4,923,669	)		(7,844,929	)		(1,093,597	)		(455,266	)

The accompanying notes are an integral part of these financial statements.

62     Call 1.800.766.FUND

Financial Information (continued)

Statement of Changes in Net Assets
Six-month-ended numbers are unaudited

	The Information Age Fund®						RS MidCap Opportunities
	For the Six Months Ended 06/30/07			For the Year Ended 12/31/06			For the Six Months Ended 06/30/07			For the Year Ended 12/31/06
Operations
Net investment income/(loss)	$	(515,026	)	$	(1,086,253	)	$	(924,446	)	$	(2,028,497	)
Net realized gain from investments and foreign currency transactions		9,482,450			11,117,485			34,160,044			24,254,194
Net change in unrealized appreciation/(depreciation) on investments and on translation of assets and liabilities in foreign currency		966,591			(3,335,211	)		4,104,320			(993,099	)
Net Increase in Net Assets Resulting from Operations		9,934,015			6,696,021			37,339,918			21,232,598
Distributions to Shareholders
Net investment income Class A		—			—			—			—
Realized gain on investments Class A		—			(8,895,016	)		—			(8,090,784	)
Total Distributions		—			(8,895,016	)		—			(8,090,784	)
Capital Share Transactions
Proceeds from sales of shares		3,707,738			20,727,961			27,840,765			75,223,698
Reinvestment of distributions		—			8,398,297			—			7,755,089
Cost of shares redeemed		(19,106,838	)		(32,427,139	)		(34,969,437	)		(47,082,513	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(15,399,100	)		(3,300,881	)		(7,128,672	)		35,896,274
Net Increase/(Decrease) in Net Assets		(5,465,085	)		(5,499,876	)		30,211,246			49,038,088
Net Assets
Beginning of Period		84,485,359			89,985,235			267,808,887			218,770,799
End of Period	$	79,020,274		$	84,485,359			298,020,133		$	267,808,887
Undistributed Net Investment Loss Included in Net Assets	$	(550,712	)	$	(35,686	)	$	(969,300	)	$	(44,854	)
Other Information:
Shares
Sold		222,801			1,246,542			1,816,165			5,302,889
Reinvested		—			526,870			—			535,202
Redeemed		(1,167,483	)		(1,956,723	)		(2,306,229	)		(3,328,372	)
Net Increase/(Decrease)		(944,682	)		(183,311	)		(490,064	)		2,509,719

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     63

Financial Information (continued)

Statement of Changes in Net Assets (continued)
Six-month-ended numbers are unaudited

	RS Select Growth						RS Smaller Company Growth
	For the Six Months Ended 06/30/07			For the Year Ended 12/31/06			For the Six Months Ended 06/30/07			For the Year Ended 12/31/06
Operations
Net investment loss	$	(1,172,346	)	$	(4,022,445	)	$	(1,414,228	)	$	(2,725,528	)
Net realized gain from investments and foreign currency transactions		19,300,542			41,283,752			12,038,399			14,365,675
Net change in unrealized appreciation/(depreciation) on investments and on translation of assets and liabilities in foreign currency		329,940			(17,037,379	)		15,043,030			(1,201,157	)
Net Increase in Net Assets Resulting from Operations		18,458,136			20,223,928			25,667,201			10,438,990
Distributions to Shareholders
Realized gain on investments Class A		—			—			—			(13,475,777	)
Total Distributions		—			—			—			(13,475,777	)
Capital Share Transactions
Proceeds from sales of shares		8,860,801			44,769,965			37,134,571			147,088,455
Reinvestment of distributions		—			—			—			12,198,688
Cost of shares redeemed		(77,872,887	)		(235,546,899	)		(56,994,882	)		(98,900,031	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(69,012,086	)		(190,776,934	)		(19,860,311	)		60,387,112
Net Increase/(Decrease) in Net Assets		(50,553,950	)		(170,553,006	)		5,806,890			57,350,325
Net Assets
Beginning of Period		215,325,448			385,878,454			299,479,243			242,128,918
End of Period	$	164,771,498		$	215,325,448		$	305,286,133		$	299,479,243
Undistributed Net Investment Loss Included in Net Assets	$	(1,385,971	)	$	(213,625	)	$	(1,466,958	)	$	(52,730	)
Other Information:
Shares
Sold		355,081			1,968,945			1,682,953			6,753,197
Reinvested		—			—			—			578,685
Redeemed		(3,109,896	)		(10,326,591	)		(2,618,294	)		(4,609,934	)
Net Increase/(Decrease)		(2,754,815	)		(8,357,646	)		(935,341	)		2,721,948

The accompanying notes are an integral part of these financial statements.

64     Call 1.800.766.FUND

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www.RSinvestments.com     65

Financial Information (continued)

The financial highlights table is intended to help you understand each Fund’s financial performance for the past six reporting periods (or, if shorter, the period since each Fund’s share class commencement of 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 each Fund (assuming reinvestment of all dividends and distributions).

Financial Highlights
Six-month-ended numbers are unaudited

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Emerging Growth
(Class A)
Six Months Ended 06/30/071	$	35.66	$	(0.28	)	$	4.80		$	4.52		$	—		$	—		$	—
Year Ended 12/31/06		32.58		(0.48	)		3.56			3.08			—			—			—
Year Ended 12/31/05		32.36		(0.50	)		0.72			0.22			—			—			—
Year Ended 12/31/04		28.10		(0.50	)		4.76			4.26			—			—			—
Year Ended 12/31/03		19.15		(0.35	)		9.30			8.95			—			—			—
Year Ended 12/31/02		32.00		(0.34	)		(12.51	)		(12.85	)		—			—			—
RS Emerging Growth
(Class K)
Period From 01/23/072 to 06/30/071	$	35.52	$	(0.14	)	$	4.72		$	4.58		$	—		$	—		$	—
RS Emerging Growth
(Class Y)
Period From 05/02/072 to 06/30/071	$	37.61	$	(0.05	)	$	2.65		$	2.60		$	—		$	—		$	—
RS Growth (Class A)
Six Months Ended 06/30/071	$	15.25	$	(0.02	)	$	1.41		$	1.39		$	—		$	—		$	—
Year Ended 12/31/06		15.85		0.01			1.73			1.74			(0.01	)		(2.33	)		(2.34	)
Year Ended 12/31/05		16.66		(0.03	)		1.92			1.89			—			(2.70	)		(2.70	)
Year Ended 12/31/04		17.32		(0.09	)		2.07			1.98			—			(2.64	)		(2.64	)
Year Ended 12/31/03		12.37		(0.12	)		5.57			5.45			—			(0.50	)		(0.50	)
Year Ended 12/31/02		17.07		(0.15	)		(4.55	)		(4.70	)		—			—			—
RS Growth (Class C)
Period From 06/29/072 to 06/30/071	$	16.64	$	—		$	—		$	—		$	—		$	—		$	—
RS Growth (Class K)
Six Months Ended 06/30/071	$	15.25	$	(0.01	)	$	1.38		$	1.37		$	—		$	—		$	—
Period From 11/27/062 to 12/31/061		17.43		0.01			0.15			0.16			(0.01	)		(2.33	)		(2.34	)
RS Growth (Class Y)
Period From 05/02/072 to 06/30/071	$	15.81	$	0.00	5	$	0.85		$	0.85		$	—		$	—		$	—

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

66     Call 1.800.766.FUND

Financial Information (continued)

Financial Highlights
Six-month-ended numbers are unaudited

	Net Asset Value, End of Period		Total Return4			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets3			Gross Ratio of Expenses to Average Net Assets			Net Ratio of Net Investment Income/ (Loss) to Average Net Assets3			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets			Portfolio Turnover Rate
RS Emerging Growth
(Class A)
Six Months Ended 06/30/071	$	40.18		12.68	%	$	625,238		1.54	%		1.54	%		(1.29	)%		(1.29	)%		56	%
Year Ended 12/31/06		35.66		9.45	%		738,413		1.51	%		1.52	%		(1.21	)%		(1.22	)%		129	%
Year Ended 12/31/05		32.58		0.68	%		930,296		1.54	%		1.54	%		(1.32	)%		(1.32	)%		95	%
Year Ended 12/31/04		32.36		15.16	%		1,399,778		1.59	%		1.61	%		(1.47	)%		(1.49	)%		156	%
Year Ended 12/31/03		28.10		46.74	%		1,613,299		1.49	%		1.61	%		(1.39	)%		(1.51	)%		190	%
Year Ended 12/31/02		19.15		(40.16	)%		1,307,774		1.53	%		1.68	%		(1.35	)%		(1.50	)%		166	%
RS Emerging Growth
(Class K)
Period From 01/23/072 to 06/30/071	$	40.10		12.89	%	$	27		1.91	%		7.95	%		(1.60	)%		(7.64	)%		56	%
RS Emerging Growth
(Class Y)
Period From 05/02/072 to 06/30/071	$	40.21		6.91	%	$	9,098		1.26	%		1.30	%		(0.85	)%		(0.89	)%		56	%
RS Growth (Class A)
Six Months Ended 06/30/071	$	16.64		9.11	%	$	189,057		1.36	%		1.36	%		(0.25	)%		(0.25	)%		115	%
Year Ended 12/31/06		15.25		10.79	%		191,915		1.35	%		1.35	%		0.07	%		0.07	%		180	%
Year Ended 12/31/05		15.85		11.32	%		206,737		1.37	%		1.37	%		(0.19	)%		(0.19	)%		159	%
Year Ended 12/31/04		16.66		11.95	%		217,505		1.49	%		1.69	%		(0.55	)%		(0.75	)%		163	%
Year Ended 12/31/03		17.32		44.24	%		223,726		1.58	%		1.65	%		(0.81	)%		(0.88	)%		262	%
Year Ended 12/31/02		12.37		(27.53	)%		170,431		1.62	%		1.67	%		(0.87	)%		(0.92	)%		346	%
RS Growth (Class C)
Period From 06/29/072 to 06/30/071	$	16.64		—	%	$	3		—	%		—	%		—	%		—	%		115	%
RS Growth (Class K)
Six Months Ended 06/30/071	$	16.62		8.98	%	$	89		1.78	%		5.85	%		(0.69	)%		(4.76	)%		115	%
Period From 11/27/062 to
12/31/061		15.25		0.73	%		7		1.62	%		1.62	%		0.26	%		0.26	%		180	%
RS Growth (Class Y)
Period From 05/02/072 to 06/30/071	$	16.66		5.38	%	$	2,137		1.09	%		1.11	%		0.12	%		0.10	%		115	%

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     67

Financial Information (continued)

Financial Highlights (continued)
Six-month-ended numbers are unaudited

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income		Distributions From Net Realized Capital Gains			Total Distributions
The Information Age Fund®
(Class A)
Six Months Ended 06/30/071	$	15.88	$	(0.12	)	$	2.30		$	2.18		$	—	$	—		$	—
Year Ended 12/31/06		16.35		(0.20	)		1.55			1.35			—		(1.82	)		(1.82	)
Year Ended 12/31/05		16.02		(0.27	)		0.60			0.33			—		—			—
Year Ended 12/31/04		14.93		(0.30	)		1.39			1.09			—		—			—
Year Ended 12/31/03		7.55		(0.14	)		7.52			7.38			—		—			—
Year Ended 12/31/02		14.53		(0.18	)		(6.80	)		(6.98	)		—		—			—
The Information Age Fund®
(Class C)
Period From 05/03/072 to
06/30/071	$	16.92	$	(0.02	)	$	1.14		$	1.12		$	—	$	—		$	—
The Information Age Fund®
(Class K)
Period From 01/20/072 to 06/30/071	$	15.59	$	(0.06	)	$	2.51		$	2.45		$	—	$	—		$	—
The Information Age Fund®
(Class Y)
Period From 05/02/072 to 06/30/071	$	16.79	$	(0.03	)	$	1.31		$	1.28		$	—	$	—		$	—
RS MidCap Opportunities
(Class A)
Six Months Ended 06/30/071	$	14.17	$	(0.05	)	$	2.07		$	2.02		$	—	$	—		$	—
Year Ended 12/31/06		13.34		(0.11	)		1.38			1.27			—		(0.44	)		(0.44	)
Year Ended 12/31/05		12.18		(0.09	)		1.25			1.16			—		—			—
Year Ended 12/31/04		10.84		(0.08	)		1.42			1.34			—		—			—
Year Ended 12/31/03		7.30		(0.06	)		3.60			3.54			—		—			—
Year Ended 12/31/02		9.92		(0.06	)		(2.56	)		(2.62	)		—		—			—
RS MidCap Opportunities
(Class C)
Period From 05/22/072 to 06/30/071	$	16.14	$	(0.02	)	$	0.05		$	0.03		$	—	$	—		$	—
RS MidCap Opportunities
(Class K)
Six Months Ended 06/30/071	$	14.16	$	(1.05	)	$	3.04		$	1.99		$	—	$	—		$	—
Period From 12/04/062 to 12/31/061		15.09		(0.01	)		(0.48	)		(0.49	)		—		(0.44	)		(0.44	)
RS MidCap Opportunities
(Class Y)
Period From 05/02/072 to 06/30/071	$	15.44	$	(0.01	)	$	0.76		$	0.75		$	—	$	—		$	—

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

68     Call 1.800.766.FUND

Financial Information (continued)

Financial Highlights (continued)
Six-month-ended numbers are unaudited

	Net Asset Value, End of Period		Total Return4			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets3			Gross Ratio of Expenses to Average Net Assets			Net Ratio of Net Investment Income/ (Loss) to Average Net Assets3			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets			Portfolio Turnover Rate
The Information Age Fund®
(Class A)
Six Months Ended 06/30/071	$	18.06		13.73	%	$	78,740		1.63	%		1.63	%		(1.32	)%		(1.32	)%		59	%
Year Ended 12/31/06		15.88		8.19	%		84,485		1.62	%		1.63	%		(1.26	)%		(1.27	)%		178	%
Year Ended 12/31/05		16.35		2.06	%		89,985		1.62	%		1.62	%		(1.54	)%		(1.54	)%		141	%
Year Ended 12/31/04		16.02		7.30	%		132,451		1.62	%		1.64	%		(1.47	)%		(1.49	)%		143	%
Year Ended 12/31/03		14.93		97.75	%		241,956		1.57	%		1.67	%		(1.52	)%		(1.62	)%		194	%
Year Ended 12/31/02		7.55		(48.04	)%		50,354		1.74	%		1.80	%		(1.59	)%		(1.65	)%		219	%
The Information Age Fund®
(Class C)
Period From 05/03/072 to 06/30/071	$	18.04		6.62	%	$	51		2.34	%		10.47	%		(1.99	)%		(10.12	)%		59	%
The Information Age Fund®
(Class K)
Period From 01/20/072 to 06/30/071	$	18.04		15.72	%	$	3		1.97	%		57.28	%		(1.64	)%		(56.95	)%		59	%
The Information Age Fund®
(Class Y)
Period From 05/02/072 to 06/30/071	$	18.07		7.62	%	$	226		1.33	%		2.14	%		(0.97	)%		(1.78	)%		59	%
RS MidCap Opportunities
(Class A)
Six Months Ended 06/30/071	$	16.19		14.26	%	$	293,795		1.31	%		1.36	%		(0.66	)%		(0.71	)%		135	%
Year Ended 12/31/06		14.17		9.43	%		267,807		1.30	%		1.36	%		(0.79	)%		(0.85	)%		214	%
Year Ended 12/31/05		13.34		9.52	%		218,771		1.34	%		1.39	%		(0.77	)%		(0.82	)%		207	%
Year Ended 12/31/04		12.18		12.36	%		208,554		1.49	%		1.64	%		(0.88	)%		(1.03	)%		184	%
Year Ended 12/31/03		10.84		48.49	%		141,147		1.53	%		1.63	%		(0.76	)%		(0.86	)%		253	%
Year Ended 12/31/02		7.30		(26.41	)%		88,507		1.53	%		1.67	%		(0.60	)%		(0.74	)%		401	%
RS MidCap Opportunities
(Class C)
Period From 05/22/072 to 06/30/071	$	16.17		0.19	%	$	14		2.03	%		25.17	%		(1.50	)%		(24.64	)%		135	%
RS MidCap Opportunities
(Class K)
Six Months Ended 06/30/071	$	16.15		14.05	%	$	71		1.75	%		8.81	%		(1.07	)%		(8.13	)%		135	%
Period From 12/04/062 to 12/31/061		14.16		(3.32	)%		2		1.50	%		1.53	%		(1.10	)%		(1.13	)%		214	%
RS MidCap Opportunities
(Class Y)
Period From 05/02/072 to 06/30/071	$	16.19		4.86	%	$	4,140		1.08	%		1.30	%		(0.35	)%		(0.57	)%		135	%

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     69

Financial Information (continued)

Financial Highlights (continued)
Six-month-ended numbers are unaudited

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income		Distributions From Net Realized Capital Gains			Total Distributions
RS Select Growth
(Class A)
Six Months Ended 06/30/071	$	24.13	$	(0.20	)	$	2.78		$	2.58		$	—	$	—		$	—
Year Ended 12/31/06		22.33		(0.45	)		2.25			1.80			—		—			—
Year Ended 12/31/05		22.69		(0.47	)		0.11			(0.36	)		—		—			—
Year Ended 12/31/04		22.36		(0.29	)		0.62			0.33			—		—			—
Year Ended 12/31/03		14.16		(0.14	)		8.34			8.20			—		—			—
Year Ended 12/31/02		23.26		(0.19	)		(8.91	)		(9.10	)		—		—			—
RS Select Growth
(Class K)
Period From 02/13/072 to 06/30/071	$	24.77	$	(0.05	)	$	1.96		$	1.91		$	—	$	—		$	—
RS Smaller Company Growth
(Class A)
Six Months Ended 06/30/071	$	21.10	$	(0.11	)	$	2.04		$	1.93		$	—	$	—		$	—
Year Ended 12/31/06		21.11		(0.19	)		1.17			0.98			—		(0.99	)		(0.99	)
Year Ended 12/31/05		22.57		(0.22	)		1.78			1.56			—		(3.02	)		(3.02	)
Year Ended 12/31/04		20.58		(0.28	)		3.39			3.11			—		(1.12	)		(1.12	)
Year Ended 12/31/03		12.79		(0.23	)		8.02			7.79			—		—			—
Year Ended 12/31/02		21.78		(0.20	)		(8.30	)		(8.50	)		—		(0.49	)		(0.49	)
RS Smaller Company Growth
(Class K)
Period From 03/03/072 to 06/30/071	$	20.92	$	(0.04	)	$	2.12		$	2.08		$	—	$	—		$	—
RS Smaller Company Growth
(Class Y)
Period From 05/02/072 to 06/30/071	$	22.01	$	(0.02	)	$	1.04		$	1.02		$	—	$	—		$	—

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

70     Call 1.800.766.FUND

Financial Information (continued)

Financial Highlights (continued)
Six-month-ended numbers are unaudited

	Net Asset Value, End of Period		Total Return4			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets3			Gross Ratio of Expenses to Average Net Assets			Net Ratio of Net Investment Income/ (Loss) to Average Net Assets3			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets			Portfolio Turnover Rate
RS Select Growth
(Class A)
Six Months Ended 06/30/071	$	26.71		10.69	%	$	164,769		1.69	%		1.70	%		(1.25	)%		(1.26	)%		105	%
Year Ended 12/31/06		24.13		8.06	%		215,325		1.64	%		1.65	%		(1.35	)%		(1.36	)%		195	%
Year Ended 12/31/05		22.33		(1.59	)%		385,878		1.63	%		1.64	%		(1.25	)%		(1.26	)%		184	%
Year Ended 12/31/04		22.69		1.48	%		953,811		1.58	%		1.62	%		(1.23	)%		(1.27	)%		230	%
Year Ended 12/31/03		22.36		57.91	%		1,089,598		1.48	%		1.63	%		(0.92	)%		(1.07	)%		305	%
Year Ended 12/31/02		14.16		(39.12	)%		570,814		1.50	%		1.69	%		(1.11	)%		(1.30	)%		223	%
RS Select Growth
(Class K)
Period From 02/13/072 to 06/30/071	$	26.68		7.71	%	$	3		1.98	%		75.30	%		(1.45	)%		(74.76	)%		105	%
RS Smaller Company Growth
(Class A)
Six Months Ended 06/30/071	$	23.03		9.15	%	$	304,676		1.51	%		1.52	%		(0.97	)%		(0.98	)%		68	%
Year Ended 12/31/06		21.10		4.62	%		299,479		1.52	%		1.54	%		(0.94	)%		(0.96	)%		151	%
Year Ended 12/31/05		21.11		6.74	%		242,129		1.55	%		1.56	%		(1.20	)%		(1.21	)%		122	%
Year Ended 12/31/04		22.57		15.38	%		213,767		1.59	%		1.60	%		(1.31	)%		(1.32	)%		163	%
Year Ended 12/31/03		20.58		60.91	%		200,147		1.73	%		1.83	%		(1.57	)%		(1.67	)%		220	%
Year Ended 12/31/02		12.79		(39.07	)%		109,341		1.81	%		1.95	%		(1.52	)%		(1.66	)%		128	%
RS Smaller Company Growth
(Class K)
Period From 03/03/072 to 06/30/071	$	23.00		9.94	%	$	9		1.89	%		2.35	%		(1.42	)%		(1.88	)%		68	%
RS Smaller Company Growth
(Class Y)
Period From 05/02/072 to 06/30/071	$	23.03		4.63	%	$	601		1.30	%		1.56	%		(0.58	)%		(0.84	)%		68	%

Distributions reflect actual per-share amounts distributed for the period.

1	Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.
2	Commencement of operations.
3	Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, custody credits, and offset for securities lending fees, if applicable.
4	Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.
5	Rounds to less than $0.01 per share.

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     71

Notes to Financial Statements (unaudited)

RS Investment Trust (the “Trust”), a Massachusetts business trust organized on May 11, 1987, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. These financial statements relate to six series offered by the Trust: RS Emerging Growth Fund, RS Growth Fund, The Information Age Fund^®, RS MidCap Opportunities Fund, RS Select Growth Fund (formerly known as RS Diversified Growth Fund) and RS Smaller Company Growth Fund, (each a “Fund,” collectively the “Funds”). All of the Funds are registered as diversified funds.

All the Funds offer Class A, C, and K shares. Effective May 1, 2007, RS Emerging Growth Fund, RS Growth Fund, The Information Age Fund^®, RS MidCap Opportunities Fund and RS Smaller Company Growth Fund offer Class Y shares. The classes differ principally in their respective applicable sales charges and expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive voting rights with respect to matters affecting only individual classes.

Note 1 Significant Accounting Policies

The following policies are in conformity with accounting principles generally accepted in the United States of America. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and asked prices. Securities traded on the Nasdaq Stock Market, Inc. (“Nasdaq”) are generally valued at the Nasdaq official closing price, which may not be the last sale price. If the Nasdaq official closing price is not available for a security, that security will generally be valued using the last reported sale price, or, if no sales are reported, at the mean between the closing bid and asked prices. Short-term investments that will mature in 60 days or less are valued at amortized cost, which approximates market value. Repurchase agreements are carried at cost. Foreign securities are valued in the currencies of the markets where they trade and then converted to U.S. dollars using the prevailing exchange rates at the close of the New York Stock Exchange (NYSE). Investments by a Fund in open-end management investment companies that are registered under the 1940 Act are valued based upon the net asset values of such investment companies. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with the guidelines and procedures adopted by the Funds’ Board of Trustees.

Securities whose values have been affected by events occurring before the Funds’ valuation time but after the close of the securities’ principal exchange or market may be fair valued using methods approved by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold or there is a foreign market holiday on a day when the NYSE is open, the values of a Fund’s investments in foreign securities generally will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.

In their normal course of business, some of the Funds may invest a significant portion of their assets in companies concentrated within a number of industries. Accordingly, the performance of these Funds may be subject to a greater risk of market fluctuation than that of a fund invested in a wider spectrum of market or industrial sectors.

b. Federal Income Taxes The Funds intend to continue complying with the requirements of the Internal Revenue Code to qualify as regulated investment companies, and to distribute all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Funds do not expect to be subject to income tax, and no provision for such tax has been made.

From time to time, however, a Fund may choose to pay an excise tax where the cost of making the required distribution exceeds the amount of the tax.

72     Call 1.800.766.FUND

c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.

d. Foreign Currency Translation The accounting records of the Funds are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Funds denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the New York Stock Exchange on each business day. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Funds do not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes accretion/discount, is accrued and recorded daily.

In calculating net asset value per share for each class, investment income, realized and unrealized gains and losses and expenses other than class specific expenses, are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day.

f. Expenses Many expenses of the Trust can be directly attributed to a specific Fund. Expenses that cannot be directly attributed to a specific Fund are apportioned among all the series in the Trust, based on relative net assets.

g. Distributions to Shareholders Dividends from net investment income and net realized capital gains, if any, will be declared and paid at least annually. Dividends to shareholders are recorded on the ex-dividend date.

h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Funds.

i. Temporary Borrowings The Funds, with other funds managed by the same adviser, share in a $75 million committed revolving credit/overdraft protection facility from PNC Bank for temporary purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the market rates at the time of borrowing; all the funds that are parties to the facility share in a commitment fee that is allocated among the funds on the basis of their respective sizes. Each Fund may borrow up to the lesser of one-third of its total assets (including amounts borrowed) or any lower limit specified in the Fund’s Statement of Additional Information or the Prospectus.

Fund	Amount Outstanding at 6/30/07		Average Borrowing*		Average Interest Rate (%)
RS Emerging Growth	$	—	$	11,401		5.75	%
RS Growth		—		17,881		5.76
The Information Age Fund®		—		5,719		5.75
RS MidCap Opportunities		—		18,396		5.76
RS Select Growth		—		—		—
RS Smaller Company Growth		—		—		—

*       For the six months ended June 30, 2007.

j. Custody Credits The Funds have entered into an arrangement with their custodian whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the Funds’ expenses. During the period, under this arrangement, custodian fees were reduced as per the table below. The Funds could have employed the uninvested assets to produce income in the Funds if the Funds had not entered into such an arrangement.

Fund	Custody Credits
RS Emerging Growth		$	1,353
RS Growth			1,040
The Information Age Fund®			156
RS MidCap Opportunities			1,821
RS Select Growth			83
RS Smaller Company Growth			48

www.RSinvestments.com     73

Notes to Financial Statements (unaudited) (continued)

Note 2 Capital Shares

a. Transactions The Funds have authorized an unlimited number of shares of beneficial interest with no par value. Transactions in capital shares for the Funds are shown below.

Note 3 Transactions with Affiliates

a. Advisory Fees and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Funds pay RS Investment Management Co. LLC (“RS Investments”), an investment advisory fee calculated at an annual rate of the average daily net assets of the Funds as disclosed below:

Fund	Investment Advisory Percentage
RS Emerging Growth	0.95%
RS Growth	0.80%
The Information Age Fund®	1.00%
RS MidCap Opportunities	0.85%
RS Select Growth	1.00%
RS Smaller Company Growth	1.00%

RS Investments has agreed that, through December 31, 2009, it will not receive annual investment advisory fees from certain Funds in excess of the rates set forth below.

Fund	Rate
RS MidCap Opportunities	0.80%
RS Select Growth	0.99%
RS Smaller Company Growth	0.99%

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2008 for the following Funds, which provides that RS Investments will waive advisory fees to the extent necessary to prevent certain Funds’ total annual fund operating expenses for Class A shares (excluding expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles, interest, taxes, and extraordinary expenses) from exceeding the following rates:

Fund	Expense Limitation
RS Growth, Class A	1.49	%
RS MidCap Opportunities, Class A	1.49	%

Transactions in Capital Shares
(see Note 2a)

				Emerging Growth Fund
	For the Six Months Ended 06/30/07						For the Year Ended 12/31/06
Class A	Shares			Amount			Shares			Amount
Shares Sold		667,124		$	24,859,082			2,386,888		$	82,317,051
Shares Redeemed		(5,817,740	)		(215,226,545	)		(10,231,817	)		(350,104,305	)
Net Decrease		(5,150,616	)	$	(190,367,463	)		(7,844,929	)	$	(267,787,254	)
Class K
Shares Sold		667		$	24,436			—		$	—
Net Increase		667		$	24,436			—		$	—
Class Y
Shares Sold		230,420		$	8,667,532			—		$	—
Shares Redeemed		(4,140	)		(158,051	)		—			—
Net Increase		226,280		$	8,509,481			—		$	—

74     Call 1.800.766.FUND

Transactions in Capital Shares (continued)

				RS Growth Fund
	For the Six Months Ended 06/30/07						For the Year Ended 12/31/06
Class A	Shares			Amount			Shares			Amount
Shares Sold		332,175		$	5,226,103			1,019,958		$	16,780,626
Shares Reinvested		—			—			1,637,152			25,244,978
Shares Redeemed		(1,559,163	)		(24,539,881	)		(3,112,803	)		(50,702,818	)
Net Decrease		(1,226,988	)	$	(19,313,778	)		(455,693	)	$	(8,677,214	)
Class C
Shares Sold		180		$	3,000			—		$	—
Net Increase		180		$	3,000			—		$	—
Class K
Shares Sold		5,203		$	81,790			371		$	6,505
Shares Reinvested		—			—			56			865
Shares Redeemed		(272	)		(4,315	)		—			—
Net Increase		4,931		$	77,475			427		$	7,370
Class Y
Shares Sold		136,280		$	2,155,570			—		$	—
Shares Redeemed		(8,000	)		(129,200	)		—			—
Net Increase		128,280		$	2,026,370			—		$	—

				The Information Age Fund®
	For the Six Months Ended 06/30/07						For the Year Ended 12/31/06
Class A	Shares			Amount			Shares			Amount
Shares Sold		207,261		$	3,445,150			1,246,542		$	20,727,961
Shares Reinvested		—			—			526,870			8,398,297
Shares Redeemed		(1,167,482	)		(19,106,818	)		(1,956,723	)		(32,427,139	)
Net Decrease		(960,221	)	$	(15,661,668	)		(183,311	)	$	(3,300,881	)
Class C
Shares Sold		2,849		$	49,493			—		$	—
Net Increase		2,849		$	49,493			—		$	—
Class K
Shares Sold		181		$	3,031			—		$	—
Shares Redeemed		(1	)		(20	)		—			—
Net Increase		180		$	3,011			—		$	—
Class Y
Shares Sold		12,510		$	210,064			—		$	—
Net Increase		12,510		$	210,064			—		$	—

www.RSinvestments.com     75

Notes to Financial Statements (unaudited) (continued)

Transactions in Capital Shares (continued)

				RS MidCap Opportunities Fund
	For the Six Months Ended 06/30/07						For the Year Ended 12/31/06
Class A	Shares			Amount			Shares			Amount
Shares Sold		1,555,310		$	23,812,283			5,302,764		$	75,221,848
Shares Reinvested		—			—			535,198			7,755,034
Shares Redeemed		(2,306,212	)		(34,969,158	)		(3,328,372	)		(47,082,513	)
Net Increase/(Decrease)		(750,902	)	$	(11,156,875	)		2,509,590		$	35,894,369
Class C
Shares Sold		843		$	13,640			—		$	—
Net Increase		843		$	13,640			—		$	—
Class K
Shares Sold		4,278		$	65,538			125		$	1,850
Shares Reinvested		—			—			4			55
Shares Redeemed		(17	)		(279	)		—			—
Net Increase		4,261		$	65,259			129		$	1,905
Class Y
Shares Sold		255,734		$	3,949,304			—		$	—
Net Increase		255,734		$	3,949,304			—		$	—

				RS Select Growth Fund
	For the Six Months Ended 06/30/07						For the Year Ended 12/31/06
Class A	Shares			Amount			Shares			Amount
Shares Sold		354,969		$	8,857,963			1,968,945		$	44,769,965
Shares Redeemed		(3,109,896	)		(77,872,887	)		(10,326,591	)		(235,546,899	)
Net Decrease		(2,754,927	)	$	(69,014,924	)		(8,357,646	)	$	(190,776,934	)
Class K
Shares Sold		112		$	2,838			—		$	—
Net Increase		112		$	2,838			—		$	—

				RS Smaller Company Growth Fund
	For the Six Months Ended 06/30/07						For the Year Ended 12/31/06
Class A	Shares			Amount			Shares			Amount
Shares Sold		1,652,003		$	36,452,605			6,753,197		$	147,088,455
Shares Reinvested		—			—			578,685			12,198,688
Shares Redeemed		(2,613,825	)		(56,894,873	)		(4,609,934	)		(98,900,031	)
Net Increase/(Decrease)		(961,822	)	$	(20,442,268	)		2,721,948		$	60,387,112
Class K
Shares Sold		394		$	8,756			—		$	—
Net Increase		394		$	8,756			—		$	—
Class Y
Shares Sold		30,556		$	673,210			—		$	—
Shares Redeemed		(4,469	)		(100,009	)		—			—
Net Increase		26,087		$	573,201			—		$	—

76     Call 1.800.766.FUND

RS Investments has agreed through April 30, 2008 to reduce the advisory fee of each of the other classes so that, at all times through April 30, 2008, each class will pay advisory fees at the same rate as Class A.

In addition, for the six-month period ended June 30, 2007, RS Investments voluntarily waived certain class specific expenses in the amounts shown below:

Fund	Amount Waived
RS Emerging Growth, Class K	$	366
RS Emerging Growth, Class Y		528
RS Growth, Class K		979
RS Growth, Class Y		46
The Information Age Fund®, Class C		286
The Information Age Fund®, Class K		339
The Information Age Fund®, Class Y		290
RS MidCap Opportunities, Class C		287
RS MidCap Opportunities, Class K		1,027
RS MidCap Opportunities, Class Y		1,136
RS Select Growth, Class K		359
RS Smaller Company Growth, Class K		5
RS Smaller Company Growth, Class Y		244

RS Investments does not intend to recoup any waived expenses or waived advisory fees from the prior year under expense limitations then in effect for a Fund.

Park Avenue Securities LLC (“PAS”), a wholly-owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of the Guardian Investor Services LLC (“GIS”), which holds a majority interest in RS Investments, distributes the Funds’ shares as a retail broker-dealer. For the six months ended June 30, 2007, PAS received $875,363 from GIS as compensation for its services.

The Funds have entered into an Underwriting Agreement with GIS pursuant to which GIS serves as the principal underwriter for shares of the Funds.

For the six months ended June 30, 2007, aggregate front-end sales charges for the sale of Class A shares paid to GIS were as follows:

Fund	Commissions
RS Emerging Growth	$	701
RS Growth		1,201
The Information Age Fund®		556
RS MidCap Opportunities		3,173
RS Select Growth		636
RS Smaller Company Growth		3,534

b. Compensation of Trustees and Officers Trustees and officers of the Funds who are interested persons of RS Investments, as defined in the 1940 Act, receive no compensation from the Funds for acting as such. Trustees of the Funds who are not interested persons of RS Investments (“disinterested Trustees”) receive compensation and reimbursement of expenses.

Under a Deferred Compensation Plan (the “Plan”), a disinterested Trustee may elect to defer receipt of all, or a portion, of his/her annual compensation. The amount of a Fund’s deferred compensation obligation to a Trustee is determined by adjusting the amount of the deferred compensation to reflect the investment return of one or more RS Funds designated for the purpose by the Trustee. A Fund may cover its deferred compensation obligation to a Trustee by investing in one or more of such designated Funds. Each Fund’s liability for deferred compensation to a Trustee is adjusted periodically to reflect the investment performance of the Funds designated by the Trustee. Deferred amounts remain in a Fund until distributed in accordance with the Plan. Trustees’ fees in the accompanying financial statements include the current fees, either paid in cash or deferred, and the net increase or decrease in the value of the deferred amounts.

www.RSinvestments.com     77

Notes to Financial Statements (unaudited) (continued)

c. Distribution Fees The Funds have entered into an agreement with GIS for distribution services with respect to their shares, except for Class Y Shares, and have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, whose continuance is reviewed annually by the Funds’ Board of Trustees. Under the Plan, GIS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of each Fund as follows:

Fund	Average Annual Rate	Amount Paid for six months ended June 30, 2007
RS Emerging Growth Fund
Class A	0.25%	$	824,752
Class K	0.65%		39
RS Growth Fund
Class A	0.25%		233,495
Class C	1.00%		—
Class K	0.65%		156
The Information Age Fund®
Class A	0.25%		97,623
Class C	1.00%		35
Class K	0.65%		4
RS MidCap Opportunities Fund
Class A	0.25%		346,586
Class C	1.00%		12
Class K	0.65%		95
RS Select Growth Fund
Class A	0.25%		234,309
Class K	0.65%		3
RS Smaller Company Growth Fund
Class A	0.25%		363,121
Class K	0.65%		7

RS Investments may perform certain services and incur certain expenses in respect of the promotion of the Funds’ shares and the servicing of shareholder accounts and may be compensated by GIS for those services. In addition to payments under the Distribution Plan, the Funds reimburse GIS for payments GIS makes to financial intermediaries that provide certain administrative and account maintenance shareholder services. The amount of the reimbursement is calculated in a manner approved by the Trustees and is reviewed by the Trustees periodically.

Note 4 Federal Income Taxes

a. Distributions to Shareholders The tax character of distributions paid during the year ended December 31, 2006 was as follows:

Fund	Ordinary Income Total		Long-Term Capital Gain Total
RS Emerging Growth	$	—	$	—
RS Growth		6,618,942		19,509,057
The Information Age Fund®		—		8,895,016
RS MidCap Opportunities		—		8,090,839
RS Select Growth		—		—
RS Smaller Company Growth		184,776		13,291,001

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Funds, timing differences, and differing characterizations of distributions made by the Funds. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.

Capital Loss Carryovers (see Note 4a)			Expiring
Fund	2009		2010		Total
RS Emerging Growth	$	648,644,163	$	722,212,997	$	1,370,857,160
RS Growth		—		—		—
The Information Age Fund®		—		—		—
RS MidCap Opportunities		—		—		—
RS Select Growth		—		130,808,932		130,808,932
RS Smaller Company Growth		—		—		—

78     Call 1.800.766.FUND

See the chart below for the tax basis of distributable earnings as of December 31, 2006, which is the most recently completed tax year.

Fund	Undistributed Ordinary Income		Undistributed Long-Term Gains
RS Emerging Growth	$	—	$	—
RS Growth		4,464,174		886,029
The Information Age Fund®		531,958		1,456,921
RS MidCap Opportunities		4,835,850		724,058
RS Select Growth		—		—
RS Smaller Company Growth		1,505,471		126,306

During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Funds if not distributed and, therefore, are normally distributed to shareholders annually.

See the chart on the previous page for capital loss carryovers available to the Funds at December 31, 2006, which is the most recently completed tax year.

During the year ended December 31, 2006, the Funds utilized capital loss carryovers as follows:

Fund	Amount
RS Emerging Growth	$	132,110,409
RS Growth		—
The Information Age Fund®		—
RS MidCap Opportunities		10,245,770
RS Select Growth		39,177,620
RS Smaller Company Growth		—

Under current income tax law, net capital and currency losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the year ended December 31, 2006, the Funds elected to defer net capital and currency losses as follows:

Fund	Amount
RS Emerging Growth	$	—
RS Growth		36
The Information Age Fund®		—
RS MidCap Opportunities		7
RS Select Growth		—
RS Smaller Company Growth		—

b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2007, for each Fund is listed in the chart below. The net unrealized appreciation on investments, which consists of gross unrealized appreciation and depreciation, is also disclosed in the chart below.

Note 5 Investments

a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) for the six-months ended June 30, 2007, were as follows:

Fund	Cost of Investments Purchased		Proceeds from Investments Sold
RS Emerging Growth	$	379,598,562	$	561,919,252
RS Growth		215,385,098		237,819,280
The Information Age Fund®		45,189,422		59,489,783
RS Midcap Opportunities		366,887,644		369,062,240
RS Select Growth		188,630,051		258,873,718
RS Smaller Company Growth		190,268,216		208,019,270

Tax Cost of Investments(see Note 4b)
Fund	Cost of Investments		Net Unrealized Appreciation/(Depreciation) on Investments		Gross Unrealized Appreciation		Gross Unrealized Depreciation
RS Emerging Growth	$	516,565,039	$	123,187,702	$	138,375,104	$	(15,187,402	)
RS Growth		166,887,892		24,921,948		27,321,690		(2,399,742	)
The Information Age Fund®		65,922,753		15,108,101		16,894,458		(1,786,357	)
RS MidCap Opportunities		270,835,982		29,452,929		34,551,337		(5,098,408	)
RS Select Growth		144,936,609		23,457,785		25,964,251		(2,506,466	)
RS Smaller Company Growth		240,495,670		55,223,320		61,122,182		(5,898,862	)

www.RSinvestments.com     79

Notes to Financial Statements (unaudited) (continued)

b. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with those of U.S. origin. These risks include, but are not limited to, revaluation of currencies; adverse political, social, and economic developments; and less reliable information about issuers. Moreover, securities of many foreign companies and markets may be less liquid and their prices more volatile than those of U.S. companies and markets.

c. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the applicable Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the applicable Fund maintains the right to sell the collateral and may claim any resulting loss against the seller. At June 30, 2007, all repurchase agreements held by the Funds had been entered into on June 29, 2007.

Note 6 Fund Merger

It is expected that on or about August 27, 2007, The Information Age Fund^® will acquire the assets and liabilities of RS Internet Age Fund^® through a tax-free merger pursuant to a plan of reorganization approved by the Board of Trustees. Shareholders of RS Internet Age Fund^® will receive shares of The Information Age Fund^® in the transaction. Shareholders of RS Internet Age Fund^® approved the merger at a meeting held on August 6, 2007.

Note 7 Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect the risk of loss to be remote.

Note 8 Legal Matters

On October 6, 2004, RS Investment Management, L.P. (“RSIM L.P.”), the investment adviser to the RS Family of Funds prior to GIS’s acquisition of a majority of the outstanding interests in RS Investments, entered into settlement agreements with the Securities and Exchange Commission (the “SEC”) and the Office of the New York State Attorney General (the “NYAG”). The settlement agreements relate to certain investors’ frequent trading of shares of RS Emerging Growth Fund during 2000 through 2003. In its settlement with the SEC, RSIM L.P. consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and-desist proceedings against it.

Under the terms of the settlement agreements, RS Investments has paid disgorgement of $11.5 million and a civil money penalty of $13.5 million for a total payment of $25 million, all of which will be distributed to certain current and former shareholders of certain Funds in a manner to be determined by an independent consultant. The settlement agreement with the NYAG also requires RS Investments to reduce its management fee for certain Funds in the aggregate amount of approximately $5 million over a period of five years. In addition, RS Investments has made a number of undertakings to the SEC and the NYAG relating to compliance, ethics, and legal oversight and mutual fund governance and disclosure.

G. Randall Hecht, the former co-president of the Trust and the former chairman of the Board of Trustees of the Trust, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Hecht agreed, among other things, to pay a civil money penalty, to not serve as a Trustee of the Trust for a period of five years, and to limit his duties with RS Investments (of which he was chairman) for 12 months.

80     Call 1.800.766.FUND

Steven M. Cohen, the former treasurer of the Trust and the former chief financial officer of RS Investments, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Cohen agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or registered investment company for nine months and from serving as an officer or a director of any investment company or investment adviser for an additional two years. In addition, in accordance with the settlements, Mr. Cohen resigned as an officer and employee of RS Investments.

RSIM L.P. and Messrs. Hecht and Cohen neither admit nor deny the findings set forth in the SEC Order, and RSIM L.P. neither admits nor denies the findings in its settlement agreement with the NYAG. A copy of the SEC Order is available on the SEC’s Web site at www.sec.gov, and a copy of the settlement agreement with the NYAG is available on the NYAG’s Web site at www.oag.state.ny.us.

RSIM L.P. and not any of the RS funds will bear all the costs of complying with the settlements, including payments of disgorgement and civil penalties (except those paid by Messrs. Hecht and Cohen individually), and the associated legal fees relating to these regulatory proceedings.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses, or may otherwise adversely affect the Funds.

After the announcement of those settlements, three related civil lawsuits commenced. These lawsuits were consolidated into one proceeding in the U.S. District Court for the District of Maryland on April 19, 2005 (In re Mutual Funds Investment Litigation, Case No. 04-MD-15863-JFM). The district court appointed a lead plaintiff, and a consolidated complaint was filed. The consolidated complaint, brought on behalf of a purported class of investors in RS funds between October 6, 1999, and October 5, 2004, seeks compensatory damages and other related relief. The complaint names RS Investments, RS Investment Management, Inc., RSIM L.P., the Trust, and certain current or former Trustees, subadvisers, employees, and officers of the Trust or RSIM L.P. as defendants. It generally tracks the factual allegations made in the SEC and NYAG settlements, including the allegations that fund prospectuses were false and misleading, and alleges a variety of theories for recovery, including, among others, that defendants violated Sections 34(b), 36(a), 36(b), and 48(a) of the 1940 Act and breached fiduciary duties to investors. The consolidated lawsuit further alleges that defendants violated, or caused to be violated, Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

On May 27, 2005, the defendants moved to dismiss the consolidated action. On November 3, 2005, the Court issued a ruling dismissing all claims against the Trust. As for the claims against the other RS defendants, the Court dismissed the claims arising under: sections 34(b) and 36(a) of the Investment Company Act of 1940; sections 11, 12(a)(2), and 15 of the Securities Act of 1933; and state law. The Court allowed plaintiffs to proceed against some of the RS defendants with their claims arising under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and sections 36(b) and 48(a) of the Investment Company Act of 1940.Although initially the Court deferred any ruling on the claims against the named independent trustees, on July 24, 2006, the Court dismissed all remaining claims against the former and current independent trustees of the Trust. The litigation is currently in the discovery phase.

Additional lawsuits arising out of the same circumstances and presenting similar or different or additional allegations may be filed against the Funds, RS Investments, or their affiliates in the future. RS Investments does not believe that the pending consolidated action will materially affect its ability to continue to provide to the Funds the services it has agreed to provide. It is not possible at this time to predict whether the litigation will have any material adverse effect on any of the Funds.

www.RSinvestments.com     81

Notes to Financial Statements (unaudited) (continued)

Note 9 New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for any related interest and penalties. FIN 48 is effective within the first required financial statement reporting period (semiannual reporting) for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The Trust has concluded that the adoption of FIN 48 did not result in any material impact to the Funds’ financial statements, as applied to open tax years ended December 31, 2004 through December 31, 2006.

In September 2006, FASB issued FASB Statement No. 157, “Fair Value Measurement” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements.

82     Call 1.800.766.FUND

Supplemental Information (unaudited)

Approval of the Funds’ Investment Advisory Agreement
The Board of Trustees of the Trust, including all of the Trustees who are not interested persons of the Trust or of RS Investments, met in person on April 30, May 1, and May 24, 2006, to consider approval of a new investment advisory agreement (the “New Advisory Agreement”) between the Funds and RS Investment Management Co. LLC (“RSIM Co.”), the ultimate parent of RS Investment Management, L.P., the Funds’ then-current investment adviser (“RSIM L.P.”). The then-existing investment advisory agreement between the Funds and RSIM, L.P. (the “Then-Existing Advisory Agreement”), was to terminate automatically as a result of its “assignment” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) upon the consummation of the transaction between RSIM Co. and Guardian Investor Services LLC (“GIS”). (For ease of reference, each of RSIM L.P. and RSIM Co. is referred to as “RS Investments” herein unless the context otherwise requires.) In determining to approve the New Advisory Agreement between the RS Funds and RS Investments, the Trustees considered that they had approved the continuation of the Then-Existing Advisory Agreement, the terms of which were substantially similar to the New Advisory Agreement, for a one-year period commencing April 1, 2006, at their meeting on February 28 and March 1, 2006. In all of their deliberations, the disinterested Trustees were advised by independent counsel for the disinterested Trustees.

The Trustees met with representatives of RS Investments and of GIS, who discussed with the Trustees the capabilities of both firms, and what they saw as the complementary capabilities of the two firms in the areas of investment management and distribution/promotion of mutual fund shares. Those representatives also discussed with the Trustees their expectations as to the management and operations of RS Investments after the transaction and the continuing roles of the current portfolio management teams in the management of each of the Funds.

The Trustees considered that it was not anticipated that there would be any change in the personnel who are engaged in the portfolio management of any Fund as a result of the transaction, and that there would be no increase in the advisory fees or the total expenses for current shareholders of any of the existing Funds as a result of the transaction. The Trustees considered the proposed changes in the governance of RSIM Co., but noted that it was not expected that the new Board of Directors would have any substantial role in the day-today portfolio management of the Funds. The Trustees also considered that the combination of the two advisory firms could benefit shareholders of the Funds because RS Investments would, as a result, likely have a larger and more diverse investment management staff to support the Funds’ portfolio management teams. The Trustees also recognized the potential benefits to RS Investments of an additional owner of the firm with greater financial resources than currently were available from its then-current owners. In addition, they recognized that it was possible the Funds over time could experience reduced expenses both because the combined firms may be in a position to purchase services from third parties for their clients at improved rates and because enhanced distribution capabilities resulting from the combination may result in increases in the size of the Funds and possible reduced expenses through economies of scale.

The Trustees discussed with management and certain portfolio management professionals of RS Investments the expected effect of the transaction on the firm, including the extent to which the transaction is supported by portfolio management personnel. The Trustees considered the likely effect on RS Investments of potential alternative transactions and of maintaining the then-current ownership. The Trustees believed that the transaction offered the best prospects for continued stability of RS Investments in the face of current and expected transitional and generational changes at the firm.

The Trustees also took into consideration the various other arrangements between RSIM Co. and GIS in respect to the transaction, including RSIM Co.’s additional responsibilities relating to the GIS mutual funds, and concluded that it was unlikely that RSIM Co.’s performance of those responsibilities would limit substantially its ability to perform its obligations to the Funds under the New Advisory Agreement.

www.RSinvestments.com     83

Supplemental Information (unaudited) (continued)

On the basis of these factors, the Trustees concluded that it would be in the best interests of each of the Funds to be advised by RSIM Co., employing the Funds’ then-current portfolio management teams, and voted unanimously, including the unanimous vote of the Trustees who are not interested persons of the Funds or of RS Investments or GIS, to approve the New Advisory Agreement in respect to each of the Funds and to recommend to shareholders of each Fund that they approve the Agreement, as well.

Portfolio Holdings and Proxy Voting Procedures
The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q is available on the Securities and Exchange Commission’s Web site at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 1-800-766-FUND [3863].

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, and information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2007, are available (i) without charge, upon request, by calling toll-free 1-800-766-FUND [3863]; (ii) on RS Investments’ Web site at http://www.RSinvestments.com; and (iii) on the Securities and Exchange Commission’s Web site at http://www.sec.gov.

84     Call 1.800.766.FUND

RS Funds		24-Hour Account Access
Phone:	1-800-766-FUND (3863)	Phone:	1-800-766-FUND (3863), Option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

RS Funds

	Fund Name (Date of Inception)	Ticker Symbol (Class A)	Portfolio Manager(s)
	RS Emerging Growth Fund (11/30/87)	RSEGX	Steve Bishop, Jim Callinan, Melissa Chadwick-Dunn, Allison Thacker, Scott Tracy
	RS Growth Fund (05/12/92)	RSGRX	John Seabern, John Wallace
	The Information Age Fund® (11/15/95)	RSIFX	Steve Bishop, Allison Thacker
	RS MidCap Opportunities Fund (07/12/95)	RSMOX	John Seabern, John Wallace
	RS Select Growth Fund (08/01/96)	RSDGX	Steve Bishop, Jim Callinan, Melissa Chadwick-Dunn, Allison Thacker, Scott Tracy
	RS Smaller Company Growth Fund (08/15/96)	RSSGX	Scott Tracy, Bill Wolfenden
	RS Value Fund (06/30/93)	RSVAX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
	RS Partners Fund (07/12/95)	RSPFX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
	RS Investors Fund (11/15/05)	RSINX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
	RS Global Natural Resources Fund (11/15/95)	RSNRX	MacKenzie Davis, Andy Pilara, Ken Settles
	RS Large Cap Value Fund (02/03/03)*	RLCVX	Thomas Cole, Thomas Digenan, Scott Hazen, John Leonard
	RS Core Equity Fund (06/01/72)*	GPAFX	Mani Govil
	RS Small Cap Core Equity Fund (05/01/97)*	GPSCX	Matthew Ziehl
	RS Equity Dividend Fund (07/31/07)	REDAX	Raymond Anello
	RS S&P 500 Index Fund (08/07/00)*	GUSPX	Jonathan Jankus, Stewart Johnson
	RS Asset Allocation Fund (02/16/93)*	GUAAX	Jonathan Jankus, Stewart Johnson
	RS International Growth Fund (02/16/93)*	GUBGX	R. Robin Menzies
	RS Emerging Markets Fund (05/01/97)*	GBEMX	Edward Hocknell
	RS Investment Quality Bond Fund (02/16/93)*	GUIQX	Howard Chin, Robert Crimmins
	RS Low Duration Bond Fund (07/30/03)*	RLDAX	Howard Chin, Robert Crimmins
	RS High Yield Bond Fund (09/01/98)*	GUHYX	Ho Wang
	RS Tax-Exempt Fund (02/16/93)*	GUTEX	Alexander Grant, Jr.
	RS Money Market Fund (11/03/82)*	GCMXX	Alexander Grant, Jr.

*The date of inception is that of the predecessor Fund.

Refer to the prospectus for more information, including management fees and expenses associated with an ongoing investment as well as the special risks associated with investing in small and midsized companies; overweighting investments in certain sectors or industries; investing in the technology sector; investing in a more limited number of issuers and sectors; investing internationally; investing in debt securities; and investing in companies in natural resources industries. Please read it carefully before investing.

Important Notice Regarding Delivery of Shareholder Documents

To reduce expenses, we mail only one copy of a Fund’s prospectus and each annual and semiannual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call us at 1-800-766-3863; or if your shares are held through a financial institution, please contact it directly. We will begin sending you individual copies 30 days after receiving your request.

(The information on this page is not part of the Semiannual report.)

388 Market Street San Francisco CA 94111   www.RSinvestments.com  Call 800-766-FUND

EB-015097 (06/07) SR731_G

Growth Fund
RS Internet Age Fund^®

6.30.07

Class A and K Shares

RS Funds		24-Hour Account Access
Phone:	1.800.766.FUND (3863)	Phone:	1.800.766.FUND (3863), option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds @rsinvestments.com		Web site

Performance Update
Average Annual Returns as of 06/30/07

	Ticker Symbol	Inception Date	Year- to-Date	1 Year	3 Years	5 Years	Since Inception
Growth Fund
RS Internet Age Fund®, Class A	RIAFX	12/01/99
without sales charge			20.25%	34.46%	11.86%	21.44%	-0.59%
with maximum sales charge			14.49%	28.15%	10.06%	20.26%	-1.23%
RS Internet Age Fund®, Class K†	N/A	03/07/07
without sales charge			—%	—%	—%	—%	19.82%

† RS Internet Age Fund^® Class K shares “since inception” return is not annualized and represents cumulative total return. (Inception date: 03/07/07.)

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.67% and Class K 2.06%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. There is no sales charge for Class K shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in high-technology and Internet-related sectors may be highly volatile. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

This report may be used only when preceded or accompanied by a prospectus. You should carefully consider the investment objectives, risks, charges, and expenses of the RS Funds before making an investment decision. The prospectus contains this and other information—please read it carefully before investing or sending money. Except as noted, numbers are unaudited. To obtain a copy, please call 800-766-FUND or visit www.RSinvestments.com

Distributed by: Guardian Investor Services LLC (GIS), 7 Hanover Square, New York, NY 10004. GIS is a member: FINRA, SIPC.

Table of Contents

RS Investments Overview
Highlights	2
CEO’s Letter	4
Portfolio Manager Biographies	7
RS Growth Funds
RS Internet Age Fund®	8
Understanding Your Fund’s Expenses	13
Financial Information
Schedule of Investments	15
Statement of Assets and Liabilities	17
Statement of Operations	18
Statement of Changes in Net Assets	19
Financial Highlights	20
Notes to Financial Statements	22
Supplemental Information	29

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007. The views expressed in the portfolio manager letters are those of the Fund’s portfolio manager(s) and are subject to change without notice. They do not necessarily represent the views of RS Investments or Guardian Investor Services LLC. The letters contain some forward-looking statements providing current expectations or forecasts of future events; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

www.RSinvestments.com     1

Highlights

RS Funds Received Four-Star Overall Morningstar Rating™¹
(including the effects of sales charges, loads, and redemption fees)

Based on risk-adjusted returns, RS Partners Fund and RS Emerging Markets Fund (Class A Shares) received an Overall Morningstar Rating™ of four stars from Morningstar, a proprietary research firm, as of June 30, 2007.

Morningstar Ratings
As of 06/30/07

RS Fund	Overall Morningstar RatingTM
RS Partners Fund (Out of 500 small blend funds)	««««
RS Emerging Markets Fund (Out of 204 diversified emerging markets funds)	««««

Top Decile and Quartile RS Funds²

The following (Class A Shares) RS Funds were ranked in the top decile or quartile of their peer groups by Lipper for the five- and 10-year periods ended June 30, 2007. Rankings are based on total return.

Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year
The Information Age Fund® Number 10 fund out of 237 funds in the science and technology funds category. It also ranked number 35 out of 283 funds for the one-year period, number 115 out of 257 funds for the three-year period, and number 8 fund out of 45 funds for the 10-year period.	ü
RS Partners Fund Number 3 fund out of 442 funds in the small-cap core funds category. It also ranked number 313 out of 732 funds for the one-year period, number 33 out of 564 funds for the the three-year period, and number 9 fund out of 150 funds for the 10-year period.	ü
RS Value Fund Number 7 fund out of 177 funds in the mid-cap value funds category. It also ranked number 69 out of 297 funds for the one-year period, number 15 out of 232 funds for the three-year period, and number 48 out of 53 for the 10-year period.	ü
RS Global Natural Resources Fund Number 14 fund out of 75 funds in the natural resources funds category. It also ranked number 123 out of 132 funds for the one-year period, number 50 out of 94 funds for the three-year period, and number 27 out of 38 funds for the 10-year period.		ü
RS Growth Fund Number 71 fund out of 338 funds in the multi-cap growth funds category. It also ranked number 168 out of 514 funds for the one-year period, number 116 out of 410 funds for the three-year period, and number 75 out of 132 funds for the 10-year period.		ü

2     Call 1.800.766.FUND

Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year (continued)
RS MidCap Opportunities Fund Number 45 fund out of 383 funds in the mid-cap growth funds category. It also ranked number 284 out of 608 funds for the one-year period, number 214 out of 485 funds for the three-year period, and number 38 fund out of 159 funds for the 10-year period.		ü
RS Tax-Exempt Fund Number 34 fund out of 207 funds in the general municipal funds category. It also ranked number 76 out of 236 funds for the one-year period, number 38 out of 221 Funds for the three-year period, and number 16 out of 130 for the 10-year period.		ü
10-Year
RS Emerging Markets Fund Number 15 fund out of 81 funds in the emerging markets funds category. It also ranked number 133 out of 239 funds for the one-year period, number 34 out of 189 for the three-year period, and number 51 out of 159 for the five-year period.		ü
RS Select Growth Fund Number 34 fund out of 156 funds in the small-cap growth funds category. It also ranked number 195 out of 565 funds for the one-year period, number 436 out of 458 funds for the three-year period, and number 338 out of 380 funds for the 5-year period.		ü

The information contained herein was obtained from sources we believe to be reliable and we have attempted to insure accuracy. Investors relying on information contained herein are encouraged to verify this information directly with the rating agency or through independent sources.

1	© 2006 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.
	Please note, some of the Morningstar proprietary calculations, including the Morningstar Rating™, are not customarily calculated based on adjusted historical returns. The evaluation of this investment does not affect the retail mutual fund data published by Morningstar. For each retail mutual fund with at least three-year history, Morningstar calculates a Morningstar Rating™ based on Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a retail mutual fund is derived from a weighted average of the performance figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating metrics. This investment’s independent Morningstar Rating metric is then compared against the retail mutual fund universe breakpoints to determine its hypothetical rating.
	RS Partners Fund was rated against the following numbers of U.S.-domiciled Small Blend funds over the following time periods: 500 funds in the last three years, 393 funds in the last five years, and 148 funds in the last 10 years. With respect to these Small Blend funds, RS Partners Fund received a Morningstar Rating of 4 stars, 5 stars, and 4 stars for the three-, five-, and 10-year periods. RS Emerging Markets Fund was rated against the following numbers of U.S.-domiciled Diversified Emerging Markets funds over the following time periods: 204 funds in the last three years, 179 funds in the last five years, and 91 funds in the last 10 years. With respect to these Diversified Emerging Markets funds, RS Emerging Markets Fund received a Morningstar Rating of 3 stars, 3 stars, and 4 stars for the three-, five-, and 10-year periods.
	Performance quoted represents past performance and does not guarantee future results.
2	© 2006 REUTERS. Lipper rankings are based on total return with dividends reinvested and do not take into account or reflect sales charges. Lipper, a wholly owned subsidiary of Reuters, is a leading global provider of mutual fund information and analysis to fund companies, financial intermediaries, and media organizations. Lipper clients manage more than 95% of U.S. fund assets. The firm, founded in 1973 and headquartered in New York, tracks 125,000 funds worldwide through its offices in major financial capitals in North America, Europe, and Asia. Read the following restrictions: Information on this page has been sourced from Lipper, a Reuters Company (“Lipper Content”). All such information is protected by copyright: © 2006 REUTERS. All rights reserved. Any copying, republication, or redistribution of Lipper Content is expressly prohibited without the prior written consent of Lipper. Lipper and its parent and affiliated companies will not be liable for any errors or delays in the content or for any actions taken in reliance thereon. LIPPER and the LIPPER Corporate Marks are proprietary trademarks of Lipper, a Reuters Company. For additional information on the other Lipper Services, please visit the Lipper Web site at http://www.lipperweb.com.
	Market volatility can affect short-term performance. Favorable ratings do not necessarily indicate positive returns. Please visit www.RSinvestments.com for more information on the RS Funds.

www.RSinvestments.com     3

CEO’s Letter

Terry R. Otton
CEO, RS Investments

June 30, 2007

Dear Fellow Shareholders,

The first six months of the year provided a strong tail-wind for the RS fund family. In fact, each RS equity fund delivered positive returns, and a majority of them outperformed their average Morningstar category peer. The markets were up for the reporting period, and many of our funds were up even more.

Fast forward a few weeks into August and, as I write this letter, the market has taken a decidedly different tone. Subprime loan concerns have rippled through the markets causing investors everywhere to re-evaluate risk.

Our funds were not immune to the market weakness over this more recent period. Overall, our short-term results reflected those of the broader market.

In the face of the market turmoil, our portfolio managers remain steadfast in their focus on the impact this or other potential fallout may have on companies in which they invest. While these developments certainly make their jobs more challenging, the portfolio managers of each Fund believe that the Fund’s holdings continue to be consistent with its objective and strategy, and they will continue to monitor the Fund’s holdings carefully in light of further developments. Overall, our research continues to give us confidence in the fundamental business prospects of the companies in our funds.

We’ve been managing shareholders’ assets for over 21 years and have weathered many market cycles and environments. Our long-term results reflect an adherence to a sound investment process which has been honed by a team of dedicated and passionate investment professionals. As long-term fundamental investors, we believe our experience sets us apart and provides much-needed perspective, particularly in times like these.

In fact, our investment approach has generated meaningful results over the long term. On a relative basis, 73%, 67%, 58% and 69% of RS funds ranked

4     Call 1.800.766.FUND

in the top half of their peer groups for the 1-, 3-, 5-, and 10-year periods, respectively (according to Morningstar)*. The numbers for RS’ actively managed equity funds are even stronger.

Successful investing requires a sound strategy and, at times, the fortitude to stick with it through thick and thin. We believe that, with RS, you’ve hired the right team as your investment partner to help you reach your long-term goals.

Commitment to Excellence

The long-term performance of the RS funds reflects strength across all areas of our business. We have always believed that if we hire and retain the best people and provide a culture that encourages integrity, passion, and excellence, we would be able to endure the ups and downs of the markets and provide long-term investment excellence. Moreover, we continue to work at getting better at everything we do.

Most recently, we have focused on further strengthening our investment teams. In May, we promoted several long-time analysts to co-managers on the RS Emerging Growth and RS Select Growth Funds and adopted a team approach on the RS MidCap Opportunities, RS Growth, and RS Smaller Company Growth Funds. We also welcomed Christopher Clark to the Growth team as an analyst specializing in healthcare, adding not only depth, but additional breadth to our coverage. Overall, members of the RS Growth team have an average of nearly 14 years of experience in investment management.

We continued to invest in our Value team as well. Experienced analysts Martin Engel, Joseph Mainelli and Clinton Yara joined this year and now bring the team to eleven members strong, averaging nearly 14 years of experience. This team is led by five portfolio managers who have an average of 19 years of experience in the industry.

Similarly, the RS Core team has strengthened both in numbers and depth of talent with the addition of two members this year, Adam Weiner and Sudip Lahiri. This ten-person team averages over 11 years of experience, including an average 17 years at the portfolio-manager level.

RS Investments also offers extensive fixed-income research and investment capability through our sub-adviser, Guardian Investor Services LLC. The Fixed Income Team consists of 28 seasoned investment professionals, including portfolio managers, traders, credit analysts, and quantitative risk-management specialists. Together they bring a wealth of experience and insight to the fixed-income strategies offered by RS Investments.

These significant investments in experienced investment professionals are designed to sustain and build upon the unique advantages the RS investment process provides, and for which you hired us. As fundamental investors, we value experience and believe the strength and depth of our investment teams places RS Investments firmly in the top echelon of the industry.

We are well prepared to help you with your financial planning needs. Financial planning for future retirement, children’s education, etc. requires prudent asset allocation and risk management. As discussed above, our diverse suite of products spans the investment spectrum, providing essential elements of long-term, solution-driven financial strategies.

Product Innovation

In July, we introduced RS Equity Dividend Fund. This new offering seeks to capitalize on the strength of companies which we believe have the potential to grow the dividends they pay to shareholders. The portfolio will be managed by 19-year industry veteran Ray Anello and supported by the experienced RS Core team mentioned above.

This new product is intended to complement the large-cap RS Core Equity Fund and RS Small Cap Core Equity Fund. Investors planning for retirement and seeking current income and long-term growth may want to give RS Equity Dividend Fund a close look.

Our Commitment to Investors

We humbly accept the fiduciary trust you have placed in us and are committed to serving your investment

www.RSinvestments.com     5

CEO’s Letter (continued)

needs with the highest integrity and transparency in everything we do.

For the last 21 years, RS has remained focused on cultivating a culture of excellence and delivering results to our shareholders and clients through exceptional service and long-term performance. We believe our culture is a key factor in our ability to attract and retain experienced professionals who work so diligently and passionately on your behalf.

When you have a moment, please visit our Web site at www.RSinvestments.com. You’ll find useful information aimed at keeping you informed about your investments with us, including bios on our people, performance updates, details about the investments our portfolio managers and employees have in your funds, quarterly investment commentary, portfolio holdings and much more.

On behalf of all of us at RS Investments, we thank you for the trust and confidence you’ve placed in us.

Sincerely,

Terry Otton
Chief Executive Officer

*Not all funds have been in existence for every time period, and performance numbers for some funds include periods before RS Investments became the funds’ investment advisor. © 2007 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.

RS Funds (Class A)	Morningstar Category	1-Yr Total Return 06/30/06- 06/30/07 Rank/Count	3-Yr Total Return 06/30/04- 06/30/07 Rank/Count	5-Yr Total Return 06/30/02 06/30/07 Rank/Count	10-Yr Total Return 06/30/97 06/30/07 Rank/Count
RS Emerging Growth Fund	Small Growth	185-791	340-645	249-533	53-231
RS Growth Fund	Large Growth	309-1687	129-1426	50-1151	148-471
The Information Age Fund®	Specialty-Technology	33-310	113-283	8-260	7-51
RS Internet Age Fund®	Specialty-Technology	1-310	53-283	6-260	N/A
RS MidCap Opportunities Fund	Mid-Cap Growth	396-983	292-814	82-662	60-269
RS Select Growth Fund	Small Growth	203-791	515-645	394-533	37-231
RS Smaller Company Growth Fund	Small Growth	506-791	383-645	252-533	54-231
RS Value Fund	Mid-Cap Blend	74-473	15-385	8-317	94-132
RS Partners Fund	Small Blend	233-625	36-500	4-393	10-148
RS Investors Fund	Mid-Cap Blend	63-473	N/A	N/A	N/A
RS Global Natural Resources Fund	Specialty-Natural Resources	109-172	50-123	13-91	26-55
RS Core Equity Fund	Large Blend	21-2035	288-1598	633-1237	395-527
RS Small Cap Core Fund	Small Growth	78-791	192-645	157-533	77-231
RS Asset Allocation	Large Blend	1472-2035	1073-1598	710-1237	280-527
RS S&P 500 Index Fund	Large Blend	711-2035	788-1598	543-1237	N/A
RS Large Cap Value Fund	Large Value	613-1346	256-1099	N/A	N/A
RS Emerging Markets Fund	Diversified Emerging Markets	128-258	29-204	45-179	11-91
RS International Growth Fund	Foreign Large Growth	148-222	64-183	91-155	34-60
RS Tax-Exempt Fund	Muni National Long	72-272	32-257	30-244	15-181
RS High Yield Bond Fund	High Yield Bond	212-540	246-463	233-378	N/A
RS Investment Quality Bond Fund	Intermediate-Term Bond	394-1088	396-965	337-796	146-404
RS Low Duration Bond Fund	Short-Term Bond	167-434	174-364	N/A	N/A

6     Call 1.800.766.FUND

Portfolio Manager Biographies

Our People

At RS Investments we believe that our people and their processes are what set us apart and differentiate our family of Funds. By building on a foundation of high-quality individuals with extensive investment experience, exceptional educational backgrounds, and a wide variety of professional experience and knowledge, we have established a most remarkable organization.

Steve J. Bishop (RS)
has been co-portfolio manager of The Information Age Fund^® since July 2001, of RS Emerging Growth Fund since January 2007, and of RS Select Growth Fund (previously RS Diversified Growth Fund) since May 2007. Mr. Bishop joined RS Investments in 1996 as a research analyst, primarily covering the technology sector. Prior to joining the firm, he worked as an analyst in the corporate finance department of Dean Witter Reynolds, Inc. for three years. Mr. Bishop holds a B.A. in economics from the University of Notre Dame and an M.B.A. from Harvard Business School.

Allison K. Thacker (RS)
has been a co-portfolio manager of The Information Age Fund^® since April 2003, of RS Emerging Growth Fund since January 2007, and of RS Select Growth Fund (previously RS Diversified Growth Fund) since May 2007. Prior to joining RS Investments in 2000 as an analyst covering Internet and consumer discretionary stocks, she worked as a summer associate at Putnam Investments, and, prior to that, she was an analyst in the energy group at Merrill Lynch & Company for two years. Ms. Thacker holds a B.A. in economics from Rice University and an M.B.A. from Harvard Business School.

The Statement of Additional Information provides further information about the portfolio managers, including information regarding their compensation, other accounts they manage, and their ownership interests in the Funds. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our Web site at www.RSinvestments.com.

www.RSinvestments.com     7

RS Internet Age Fund^®

Co-Portfolio Managers

Steve Bishop

Allison Thacker

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
RS Internet Age Fund^® seeks long-term capital appreciation by identifying high-quality companies and business models in emerging and rapid-growth sectors, whose prospects are likely to benefit from the development of the Internet. Investment criteria include increasing market share, high margin potential, a proprietary advantage, and a management team able to leverage that advantage. We conduct fundamental research, including extensive travel and frequent visits with company management teams. We seek to adapt quickly to industry developments. The Fund is intended for investors with long-term investment horizons.

Investment Process
RS Internet Age Fund^® seeks long-term capital appreciation from companies that we believe are likely to benefit from the development of the Internet. The Fund will own companies of any size market capitalization and will own companies in or outside the United States, particularly if we believe they are leaders in their market segments. We have historically invested a significant portion of the Fund in small- to mid-capitalization companies because we think they often have the best growth characteristics. We use fundamental, bottom-up research combined with quantitative screens to drive our investments process. We are looking for significant long-term revenue growth and may invest in companies outside of the technology sector if they are primary beneficiaries of the Internet. We will occasionally invest in down-and-out companies that have had temporary missteps, with the belief that they will return to fast growth over the intermediate to longer term.

Performance
RS Internet Age Fund^® (Class A Shares) had a solid second quarter performance, rising 14.22% compared with 10.00% for the benchmark TheStreet.com Internet Sector (DOT^SM) Index³. Contrary to the past few years when there was a significant correction during in the first half of the year, continued merger-and-acquisition (M&A) activity, positive fundamentals in the Internet and software sectors, and leaner inventories and new product cycles in the semiconductor and hardware sector has created a solid backdrop for tech stocks. For the year-to-date ended June 30, 2007, the Fund gained 20.25% vs. 10.01% for the benchmark.

Portfolio Review
The Internet sector continued to show strong performance in the second quarter. M&A activity is high, and one of our largest positions, aQuantive (0.00% of assets as of 06/30/07), was acquired by Microsoft (0.00%) in May. This was the largest acquisition Microsoft has made, and the high premium paid (+85%) demonstrates how important its success in the Internet space has become for Microsoft. Most of the deals in 2007 have been large Internet companies buying smaller companies for technology that helps them better monetize Web traffic.

The Fund also owns Omniture (1.15%), whose technology is in high demand, with revenue growth of more than 75% annually. Omniture’s technology allows companies to assess the performance of their Web site and online advertising campaigns and to make improvements that drive up spending on the Web site. We expect companies to eventually shift toward acquisitions that help them reaccelerate top-line growth, but currently most companies still see an easy win with investments that simply improve the performance of their current business.

The9 Limited (4.73%) has been a strong performer this year. The company operates the most popular multi-player online game in China: World of Warcraft. Investors are anticipating that a major new content release this summer will reaccelerate revenues and earnings for The9 Limited. Given its success in operating World of Warcraft, the company has become the licensor of choice for game developers who want to launch their games in China but do not have a physical

8     Call 1.800.766.FUND

presence in that market. This has meant that the company’s pipeline of games has risen significantly, which we think is important for the company given that eventually World of Warcraft will begin to slow.

One of our worst performers for the quarter was Netflix (1.84%). As the company has added several million online subscribers to its DVD rental service, it has hurt Blockbuster’s (0.00%) physical store rental business. Blockbuster started an online DVD rental service to compete with Netflix and historically had a fairly similarly priced service with weak technology and selection. This year Blockbuster added an offering that combined in-store and by-mail delivery. This service is priced very competitively with Netflix and is actually causing Blockbuster to lose significant amounts of money. It is also hurting Netflix’s ability to add new subscribers, however. Given that Blockbuster has a large debt burden, we do not believe that it can maintain its current pricing strategy for long, although, Netflix’s stock will likely remain weak until Blockbuster raises prices on its service.

In the hardware and semiconductor sector, we had strong performance from O2 Micro International (6.81%), a maker of analog and mixed-signal semiconductors that help manage the power for notebook computers, liquid-crystal display (LCD) monitors, and, televisions. The company’s fundamentals were strong in the first quarter and look good for the remainder of the year. The company is also in the later stages of its drawn-out legal battles and we believe it will start seeing financial benefit from a legal settlement; we expect that it should also begin to see its overall legal costs decline significantly in the second half of 2007 and beyond. This should remove a significant overhang for the stock, and we expect that investors will likely focus on the company’s strong fundamentals and relatively cheap valuation.

Another solid performer was Synaptics (3.14%), a maker of capacitance touch-sensing technology (for touch-pads on notebook computers or click wheels on MP3 players). The stock rebounded nicely after poor performance during the first quarter after reporting very strong revenues but slightly weak gross margins. Over the longer term, we see buttonless cell phones and smart phones (similar to Apple’s (0.00%) new iPhone) and GPS devices as very large incremental opportunities as we think Synaptics’ touch-sensing technology would be a key enabler in the displays of these devices.

As in the first quarter, Rackable Systems (0.00%), a maker of server and storage products for corporate or Internet data centers, detracted from returns. We had reduced our exposure in March, and as the company continued to see pricing pressure from their larger competitors leading to weak margins and poor revenue growth, we exited entirely at the beginning of the second quarter.

Outlook
In the most recent quarter, the Fund had approximately 34% year-over-year revenue growth and is trading at a price-to-earnings-growth ratio of less than one time. This has historically been a reasonable valuation level, and we feel bullish about our holdings’ ability to grow revenues and earnings. Assuming the economy remains solid for the remainder of the year, we believe tech spending should be steady, leading to solid earnings growth. We continue to own significant weightings in Internet media and online advertising names as well as Internet-infrastructure stocks. We believe that our emerging growth style of technology investing has us positioned to outperform in this environment. Thank you for your support.

Sincerely,

Steve Bishop	Allison Thacker
Co-Portfolio Manager	Co-Portfolio Manager

www.RSinvestments.com     9

RS Internet Age Fund^® (continued)

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in high-technology and Internet-related sectors may be highly volatile. Companies in these sectors operate in markets that are characterized by rapid change, evolving industry standards, frequent new service and product announcements, introductions, enhancements and changing customer demands.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

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Assets Under Management: $64,176,826 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
O2Micro International Ltd.	6.81%
Google, Inc.	5.08%
The9 Ltd.	4.73%
GSI Commerce, Inc.	4.57%
Marchex, Inc.	4.53%
Submarino SA	3.77%
Yahoo! Inc.	3.23%
Synaptics, Inc.	3.14%
Digital River, Inc.	3.11%
Nintendo Co. Ltd.	3.06%
Total	42.03%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	TheStreet.com Internet Sector (DOTSM) Index is an unmanaged, equal dollar-weighted index composed of leading companies involved in Internet commerce, service, and software. Index results do not assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index and, unlike the Fund, the index does not incur fees or expenses.

www.RSinvestments.com    11

RS Internet Age Fund^®

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date		Year-to-Date		1 Year		3 Years			5 Years			Since Inception
Class A Shares		12/01/99
without sales charge				20.25%		34.46%		11.86%			21.44%			-0.59%
with maximum sales charge				14.49%		28.15%		10.06%			20.26%			-1.23%
Class K Shares†		03/07/07		—		—		—			—			19.82%
without sales charge
TheStreet.com Internet Sector
(DOTSM) Index3				10.01%		31.12%		15.36%			23.15%			-14.91%
												Since Class A
												shares inception
S&P GSTITM Composite Index4				10.09%		26.20%		7.29	%		11.19%			-6.63%
												Since Class A
												shares inception
S&P 500® Index5				6.96%		20.59%		11.67%			10.71%			2.62%
												Since Class A
												shares inception

4	The S&P GSTI™ Composite Index is a modified capitalization-weighted index based on a universe of technology-related stocks. Index results do not assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses.
5	The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.
†	RS Internet Age Fund® Class K shares “since inception” return is not annualized and represents cumulative total return. (Inception date: 03/07/07.)

Results of a Hypothetical $10,000 Investment
If invested on 12/01/99

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Internet Age Fund^® and in the TheStreet.com Internet Sector (DOT^SM) Index, the S&P GSTI^TM Composite Index, and the S&P 500^® Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. A hypothetical $10,000 investment made upon the commencement of offering Class K shares (03/07/07) would have the following values as of June 30, 2007: $11,982. While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.67% and Class K 2.06%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. There is no sales charge for Class K shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

12    Call 1.800.766.FUND

Understanding Your Fund’s Expenses (unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including as applicable, sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including investment advisory fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual fund.

The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated. The table below shows the Funds’ expenses in two ways:

Expenses based on actual return This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” for your Fund to estimate the expenses you paid on your account during this period. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Expenses based on hypothetical 5% return for comparison purposes This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

		Beginning Account Value 01/01/07		Ending Account Value 06/30/07		Expenses Paid During Period* 01/01/07-06/30/07		Expense Ratio During Period* 01/01/07-06/30/07
Based on Actual Return
RS Internet Age Fund®	Class A	$	1,000.00	$	1,202.50	$	9.22		1.69	%
	Class K**		1,000.00		1,198.20		5.85		1.69	%
Based on Hypothetical Return (5% return before expenses)
RS Internet Age Fund®	Class A	$	1,000.00	$	1,016.42	$	8.44		1.69	%
	Class K**		1,000.00		1,010.43		5.35		1.69	%

*	Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
**	Commencement of operations was March 8, 2007.

www.RSinvestments.com    13

Financial Information

Six-Month Period Ended June 30, 2007

Schedule of Investments – RS Internet Age Fund^®

June 30, 2007 (unaudited)	Shares		Value
Common Stocks — 92.4%
Advertising Agencies — 7.2%
Marchex, Inc., Class B		177,970	$	2,904,470
ValueClick, Inc.(1)		58,640		1,727,534
				4,632,004
Communications Technology — 4.1%
AudioCodes Ltd.(1)		46,040		258,745
Cbeyond, Inc.(1)		25,640		987,396
Juniper Networks, Inc.(1)		30,020		755,603
NETGEAR, Inc.(1)		17,010		616,613
				2,618,357
Computer Services, Software & Systems — 21.0%
Adobe Systems, Inc.(1)		10,850		435,628
Akamai Technologies, Inc.(1)		11,830		575,411
Ariba, Inc.(1)		82,540		817,971
Citrix Systems, Inc.(1)		27,970		941,750
Concur Technologies, Inc.(1)		41,530		948,961
Digital River, Inc.(1)		44,100		1,995,525
Equinix, Inc.(1)		11,910		1,089,408
Informatica Corp.(1)		91,220		1,347,319
Nuance Communications, Inc.(1)		41,540		694,964
Omniture, Inc.(1)		32,320		740,774
Salesforce.com, Inc.(1)		20,930		897,060
Sigma Designs, Inc.(1)		21,720		566,675
Submarino SA, GDR 144A(2),(3)		29,040		2,419,999
				13,471,445
Computer Technology — 4.6%
Limelight Networks, Inc.(1)		46,380		917,396
Synaptics, Inc.(1)		56,360		2,017,125
				2,934,521
Consumer Electronics — 17.5%
DTS, Inc.(1)		20,400		444,108
Google, Inc., Class A(1)		6,230		3,260,657
Netflix, Inc.(1)		60,810		1,179,106
The9 Ltd., ADR(1),(4)		65,630		3,036,044
THQ, Inc.(1)		40,730		1,243,080
Yahoo! Inc.(1)		76,340		2,071,104
				11,234,099
Consumer Products — 3.1%
Nintendo Co. Ltd., ADR(4)		42,880		1,966,048
				1,966,048
Electronics — 1.4%
Daktronics, Inc.		41,920		900,442
				900,442
Electronics - Semiconductors & Components — 15.7%
AMIS Holdings, Inc.(1)		84,980		1,063,950
FormFactor, Inc.(1)		26,930		1,031,419
Hittite Microwave Corp.(1)		10,010		427,727
Netlogic Microsystems, Inc.(1)		43,470		1,384,085
O2Micro International Ltd., ADR(1),(4)		394,680		4,371,081
PLX Technology, Inc.(1)		143,210		1,598,224
Techwell, Inc.(1)		17,500		229,250
				10,105,736
Electronics - Technology — 1.0%
Super Micro Computer, Inc.(1)		64,450		645,144
				645,144

June 30, 2007 (unaudited)	Shares		Value
Health Care Services — 1.2%
WebMD Health Corp., Class A(1)	15,830	$	745,118
			745,118
Insurance - Property & Casualty — 0.7%
PROS Holdings, Inc.(1)	35,930		470,683
			470,683
Printing & Copying Services — 2.2%
VistaPrint Ltd.(1)	37,760		1,444,320
			1,444,320
Production Technology Equipment — 0.6%
Varian Semiconductor Equipment Associates, Inc.(1)	9,645		386,379
			386,379
Retail — 7.0%
Blue Nile, Inc.(1)	15,370		928,348
GSI Commerce, Inc.(1)	129,080		2,931,407
Shutterfly, Inc.(1)	28,370		611,373
			4,471,128
Services - Commercial — 1.6%
Ctrip.com International Ltd., ADR(4)	12,970		1,019,831
			1,019,831
Utilities - Telecommunications — 3.5%
NII Holdings, Inc.(1)	15,950		1,287,803
Time Warner Telecom, Inc., Class A(1)	49,040		985,704
			2,273,507
Total Common Stocks (Cost $44,193,411)			59,318,762

	Shares	Value
Other Investments - For Trustee
Deferred Compensation Plan — 0.1%
RS Core Equity Fund, Class Y(5)	33	1,404
RS Emerging Growth Fund, Class Y(5)	12	467
RS Emerging Markets Fund, Class A(5)	1	34
RS Global Natural Resources Fund, Class Y(5)	271	9,911
RS Growth Fund, Class Y(5)	27	452
RS Investors Fund, Class Y(5)	304	3,919
RS MidCap Opportunities Fund, Class Y(5)	115	1,858
RS Partners Fund, Class Y(5)	187	7,204
RS Smaller Company Growth Fund, Class Y(5)	108	2,491
RS Value Fund, Class Y(5)	4	131
Total Other Investments (Cost $23,178)		27,871

	Shares	Value
Short-Term Investments — 9.0%
Federated Prime Obligations Fund, Class B(6)	2,586,370	2,586,370
SSgA Prime Money Market Fund(6)	3,209,232	3,209,232
Total Short-Term Investments (Cost $5,795,602)		5,795,602

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     15

Schedule of Investments – RS Internet Age Fund^® (continued)

June 30, 2007 (unaudited)	Principal Amount		Value
Repurchase Agreement — 1.0%
State Street Bank and Trust Co.
Repurchase Agreement, 5.13%,
dated 6/29/07, maturity value of
$630,269, due 7/2/07, collateralized
by $640,000 in FHLB, 6.05%,
due 2/21/17, with a value of
$647,200	$	630,000	$	630,000
Total Repurchase Agreement (Cost $630,000)				630,000
Total Investments — 102.5% (Cost $50,642,191)				65,772,235
Other Liabilities, Net – (2.5)%				(1,595,409	)
Total Net Assets – 100.0%			$	64,176,826

(1)	Non income-producing security.
(2)	Securities that may be resold in transactions, exempt from registration under Rule 144A of the Securities Act of 1933, normally to certain qualified buyers. The aggregate market value as a percentage of net assets of the securities as of June 30, 2007 was 3.8%. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.
(3)	GDR — Global Depositary Receipt.
(4)	ADR — American Depositary Receipt.
(5)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(6)	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

16     Call 1.800.766.FUND

Financial Information – RS Internet Age Fund^®

Statement of Assets and Liabilities
As of June 30, 2007 (unaudited)

Assets
Investments, at value	$	65,772,235
Cash and cash equivalents		854
Receivable for investments sold		539,308
Receivable for fund shares subscribed		46,623
Dividends/interest receivable		28,866
Prepaid expenses		2,135
Total Assets		66,390,021
Liabilities
Payable for investments purchased		2,013,528
Payable to adviser		52,518
Deferred trustees’ compensation		27,871
Payable to distributor		13,130
Payable for fund shares redeemed		1,256
Accrued expenses/other liabilities		104,892
Total Liabilities		2,213,195
Total Net Assets	$	64,176,826
Net Assets Consist of:
Paid-in capital		158,693,754
Accumulated undistributed net investment loss		(181,160	)
Accumulated net realized loss from investments and securities sold short		(109,465,812	)
Net unrealized appreciation on investments		15,130,044
Total Net Assets	$	64,176,826
Investments, at Cost	$	50,642,191
Pricing of Shares
Net Assets:
Class A	$	64,175,777
Class K		1,049
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		6,711,690
Class K		110
Net Asset Value Per Share:
Class A	$	9.56
Class K	$	9.55
Sales Charge Class A (Load)		4.75	%
Maximum Offering Price Per Class A Share	$	10.04

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     17

Financial Information – RS Internet Age Fund^® (continued)

Statement of Operations
For the Six Month Period Ended June 30, 2007 (unaudited)

Investment Income
Interest	$	93,033
Dividends		268,620
Withholding taxes on foreign dividends		(2,377	)
Total Investment Income		359,276
Expenses
Investment advisory fees		306,171
Distribution fees		76,543
Transfer agent fees		65,908
Shareholder reports		16,351
Registration fees		12,041
Administrative service fees		11,447
Custodian fees		10,603
Professional fees		7,432
Trustees’ fees and expenses		4,680
Insurance expense		1,553
Other expense		4,418
Total Expenses		517,147
Less: Fee waiver by adviser		(42	)
Custody credits		(170	)
Total Expenses, Net		516,935
Net Investment Loss		(157,659	)
Realized Gain and Change in Unrealized
Appreciation on Investments and Securities Sold Short
Net realized gain from investments		11,029,383
Net realized gain from securities sold short		339
Net change in unrealized appreciation on investments		367,585
Net change in unrealized appreciation on securities sold short		130,840
Net Gain on Investments and Securities Sold Short		11,528,147
Net Increase in Net Assets Resulting from Operations	$	11,370,488

The accompanying notes are an integral part of these financial statements.

18     Call 1.800.766.FUND

Statement of Changes in Net Assets
Six-month ended numbers are unaudited

	For the Six Months Ended 6/30/07			For the Year Ended 12/31/06
Operations
Net investment loss	$	(157,659	)	$	(1,020,953	)
Net realized gain on investments and securities sold short		11,029,722			7,367,890
Net change in unrealized appreciation/(depreciation)		498,425			(5,967,277	)
Net Increase in Net Assets Resulting from Operations		11,370,488			379,660
Distribution to Shareholders
Investment income
Class A		—			—
Class K		—			—
Realized gain on investments
Class A		—			—
Class K		—			—
Total Distributions		—			—
Capital Share Transactions
Proceeds from sales of shares		925,911			12,665,295
Cost of shares redeemed		(13,299,704	)		(33,070,545	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(12,373,793	)		(20,405,250	)
Net Decrease in Net Assets		(1,003,305	)		(20,025,590	)
Net Assets
Beginning of Period		65,180,131			85,205,721
End of Period	$	64,176,826		$	65,180,131
Accumulated Undistributed Net Investment Loss Included in
Net Assets	$	(181,160	)	$	(23,501	)
Other Information:
Shares
Sold		108,579			1,625,760
Redeemed		(1,598,425	)		(4,407,584	)
Net Decrease		(1,489,846	)		(2,781,824	)

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     19

Financial Information – RS Internet Age Fund^® (continued)

The financial highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods (or, if shorter, the period since the Fund’s share class commencement of 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).

Financial Highlights
Six-month-ended numbers are unaudited

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income		Distributions From Net Realized Capital Gains		Total Distributions
RS Internet Age Fund®
(Class A)
Six Months Ended 6/30/071	$	7.95	$	(0.02	)	$	1.63		$	1.61		$	—	$	—	$	—
Year Ended 12/31/06		7.76		(0.12	)		0.31			0.19			—		—		—
Year Ended 12/31/05		7.19		(0.12	)		0.69			0.57			—		—		—
Year Ended 12/31/04		6.58		(0.13	)		0.74			0.61			—		—		—
Year Ended 12/31/03		3.27		(0.07	)		3.38			3.31			—		—		—
Year Ended 12/31/02		5.76		(0.08	)		(2.41	)		(2.49	)		—		—		—
RS Internet Age Fund® (Class K)
Period from 3/08/072 to 6/30/071	$	7.97	$	(0.02	)	$	1.60		$	1.58		$	—	$	—	$	—

The accompanying notes are an integral part of these financial statements.

20     Call 1.800.766.FUND

Financial Information – RS Internet Age Fund^® (continued)

Financial Highlights
Six-month-ended numbers are unaudited

	Net Asset Value, End of Period		Total Return4			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets3			Gross Ratio of Expenses to Average Net Assets			Net Ratio of Net Investment Income/ (Loss) to Average Net Assets3			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets			Portfolio Turnover Rate
RS Internet Age Fund®
(Class A)
Six Months Ended 6/30/071	$	9.56		20.25	%	$	64,176		1.69	%		1.69	%		(0.51	)%		(0.51	)%		46	%
Year Ended 12/31/06		7.95		2.45	%		65,180		1.68	%		1.68	%		(1.39	)%		(1.39	)%		111	%
Year Ended 12/31/05		7.76		7.93	%		85,206		1.69	%		1.69	%		(1.60	)%		(1.60	)%		129	%
Year Ended 12/31/04		7.19		9.27	%		106,367		1.70	%		1.72	%		(1.67	)%		(1.69	)%		139	%
Year Ended 12/31/03		6.58		101.22	%		125,968		1.82	%		1.95	%		(1.77	)%		(1.90	)%		208	%
Year Ended 12/31/02		3.27		(43.23	)%		35,059		2.08	%		2.31	%		(1.96	)%		(2.19	)%		203	%
RS Internet Age Fund® (Class K)
Period from 3/08/072 to 6/30/071	$	9.55		19.82	%	$	1		1.69	%		26.42	%		(1.27	)%		(26.00	)%		46	%

1	Ratios have been annualized, except for total return and portfolio turnover.
2	Commencement of operations.
3	Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, custody credits, and offsets for securities lending fees, if applicable.
4	Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     21

Notes to Financial Statements (unaudited)

RS Investment Trust (the “Trust”), a Massachusetts business trust organized on May 11, 1987, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. These financial statements relate to one series offered by the Trust: RS Internet Age Fund^® (the “Fund”). The Fund is registered as a diversified fund.

The Fund offers two classes of shares, Classes A and K. The classes differ principally in their respective applicable sales charges and expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive voting rights with respect to matters affecting only individual classes.

Note 1 Significant Accounting Policies

The following policies are in conformity with accounting principles generally accepted in the United States of America. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and asked prices. Securities traded on the Nasdaq Stock Market, Inc. (“Nasdaq”) are generally valued at the Nasdaq official closing price, which may not be the last sale price. If the Nasdaq official closing price is not available for a security, that security will generally be valued using the last reported sale price, or, if no sales are reported, at the mean between the closing bid and asked prices. Short-term investments that will mature in 60 days or less are valued at amortized cost, which approximates market value. Foreign securities are valued in the currencies of the markets where they trade and then converted to U.S. dollars using the prevailing exchange rates at the close of the New York Stock Exchange (NYSE). Investments by the Fund in open-end management investment companies that are registered under the 1940 Act are valued based upon the net asset values of such investment companies. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with the guidelines and procedures adopted by the Fund’s Board of Trustees.

Securities whose values have been affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued using methods approved by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold or there is a foreign market holiday on a day when the NYSE is open, the values of the Fund’s investments in foreign securities generally will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.

In their normal course of business, the Fund may invest a significant portion of their assets in companies concentrated within a number of industries. Accordingly, the performance of the Fund may be subject to a greater risk of market fluctuation than that of a fund invested in a wider spectrum of market or industrial sectors.

b. Federal Income Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company, and to distribute all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.

From time to time, however, the Fund may choose to pay an excise tax where the cost of making the required distribution exceeds the amount of the tax.

c. Securities Transactions Securities transactions are accounted for on the date securities are purchased, sold, or sold short (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.

22     Call 1.800.766.FUND

d. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes accretion/discount, is accrued and recorded daily.

In calculating net asset value per share for each class, investment income, realized and unrealized gains and losses and expenses other than class specific expenses, are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day.

e. Expenses Many expenses of the Trust can be directly attributed to a specific Fund. Expenses that cannot be directly attributed to a specific Fund are apportioned among all the series in the Trust, based on relative net assets.

f. Distributions to Shareholders Dividends from net investment income and net realized capital gains, if any, will be declared and paid at least annually. Dividends to shareholders are recorded on the ex-dividend date.

g. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.

h. Temporary Borrowings The Fund, with other funds managed by the same adviser, shares in a $75 million committed revolving credit/overdraft protection facility from PNC Bank for temporary purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the market rates at the time of borrowing; all the funds that are parties to the facility share in a commitment fee that is allocated among the funds on the basis of their respective sizes. Each Fund may borrow up to the lesser of one-third of its total assets (including amounts borrowed) or any lower limit specified in the Fund’s Statement of Additional Information or the Prospectus.

Fund	Amount Outstanding at 6/30/07			Average Borrowing*		Average Interest Rate (%)
RS Internet Age Fund®		$	—	$	32,742		5.75	%

*   For the six months ended June 30, 2007.

i. Custody Credits The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund’s expenses. During the period, under this arrangement, custodian fees were reduced in the amount of $170. The Fund could have employed the uninvested assets to produce income in the Fund if the Fund had not entered into such an arrangement.

Note 2 Capital Shares

a. Transactions The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Transactions in capital shares for the Fund are shown below.

Transactions in Capital Shares
(see Note 2a)

						RS Internet Age Fund®
	For the Six Months Ended 06/30/07						For the Year Ended 12/31/06
Class A	Shares			Amount			Shares			Amount
Shares Sold		108,467		$	924,926			1,625,760		$	12,665,295
Shares Redeemed		(1,598,423	)		(13,299,684	)		(4,407,584	)		(33,070,545	)
Net Decrease		(1,489,956	)	$	(12,374,758	)		(2,781,824	)	$	(20,405,250	)
Class K
Shares Sold		112		$	985			—		$	—
Shares Redeemed		(2	)		(20	)		—			—
Net Increase		110		$	965			—		$	—

www.RSinvestments.com     23

Notes to Financial Statements (unaudited) (continued)

Note 3 Transactions with Affiliates

a. Advisory Fees and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays RS Investment Management Co. LLC (“RS Investments”), an investment advisory fee calculated at an annual rate of 1.00% of the average daily net assets of the Fund.

For the six-month period ended June 30, 2007, RS Investments voluntarily waived certain Class K specific expenses in the amount of $42.

Park Avenue Securities LLC (“PAS”), a wholly-owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of Guardian Investor Services LLC (“GIS”), which holds a majority interest in RS Investments, distributes the Fund’s shares as a retail broker-dealer. For the six months ended June 30, 2007, PAS received $875,363 from GIS as compensation for its services.

The Fund has entered into an Underwriting Agreement with GIS pursuant to which GIS serves as the principal underwriter for shares of the Fund.

For the six months ended June 30, 2007, aggregate front-end sales charges for the sale of Class A shares paid to GIS were $398.

b. Compensation of Trustees and Officers Trustees and officers of the Fund who are interested persons of RS Investments, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Fund who are not interested persons of RS Investments (“disinterested Trustees”) receive compensation and reimbursement of expenses.

Under a Deferred Compensation Plan (the “Plan”) adopted May 6, 2002, a disinterested Trustee may elect to defer receipt of all, or a portion, of his/her annual compensation. The amount of the Fund’s deferred compensation obligation to a Trustee is determined by adjusting the amount of the deferred compensation to reflect the investment return of one or more RS Funds designated for the purpose by the Trustee. The Fund may cover its deferred compensation obligation to a Trustee by investing in one or more of such designated Funds. The Fund’s liability for deferred compensation to a Trustee is adjusted periodically to reflect the investment performance of the Fund designated by the Trustee. Deferred amounts remain in the Fund until distributed in accordance with the Plan. Trustees’ fees in the accompanying financial statements include the current fees, either paid in cash or deferred, and the net increase or decrease in the value of the deferred amounts.

c. Distribution Fees The Fund has entered into an agreement with GIS for distribution services with respect to their shares and have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, whose continuance is reviewed annually by the Fund’s Board of Trustees. Under the Plan, GIS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% and 0.65% of the Fund’s Class A and Class K average daily net assets, respectively. RS Investments may perform certain services and incur certain expenses in respect of the promotion of the Fund’s shares and the servicing of shareholder accounts and may be compensated by GIS for those services. In addition to payments under the Distribution Plan, the Fund reimburses GIS for payments GIS makes to financial intermediaries that provide certain administrative and account maintenance shareholder services. The amount of the reimbursement is calculated in a manner approved by the Trustees and is reviewed by the Trustees periodically.

24     Call 1.800.766.FUND

Note 4 Federal Income Taxes

a. Distributions to Shareholders Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period. There were no income or capital gain distributions for the year ended December 31, 2006.

During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Funds if not distributed and, therefore, are normally distributed to shareholders annually. For the year ended December 31, 2006, there was no undistributed ordinary income or undistributed long-term gains.

See the chart below for capital loss carryovers available to the Fund at December 31, 2006, which is the most recently completed tax year.

During the year ended December 31, 2006, the Fund utilized capital loss carryovers of $6,793,425.

Under current income tax law, net capital and currency losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the year ended December 31, 2006, there were no post-October losses.

b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2007 was $50,760,745. Accordingly, gross unrealized appreciation was $15,525,157 and gross unrealized depreciation was $(513,667). The net unrealized appreciation on investments, which consists of gross unrealized appreciation and depreciation, was $15,011,490.

Note 5 Investments

a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) for the six-month period ended June 30, 2007, were $26,068,458 and $41,066,149, respectively.

b. Short Sales Short sales are transactions in which the Fund sells a security it does not own, in anticipation of a decline in the market value of that security. To complete such a transaction, the Fund must borrow the security to deliver to the buyer upon the short sale; the Fund then is obligated to replace the security borrowed by purchasing it in the open market at some later date. The Fund will incur a loss if the market price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will typically realize a gain if the security declines in value between those dates. All short sales must be collateralized as required by law or agreement with the Fund’s broker. The Fund maintains collateral in a segregated account consisting of cash, equities, and/or U.S. government securities sufficient to collateralize the obligation on the short positions. The Fund records the proceeds received as an asset and the obligation to buy back the securities as a liability. The liability side of the transactions is marked to market on a daily basis according to the market price of the securities sold and the asset side according to the value of the proceeds.

Capital Loss Carryovers
(see Note 4a)	Expiring
Fund	2009		2010		Total
RS Internet Age Fund®	$	103,042,909	$	17,305,520	$	120,348,429

www.RSinvestments.com     25

Notes to Financial Statements (unaudited) (continued)

The Fund lists short sales among its principal investment strategies in the Funds’ prospectus, which it may enter into up to a value of 25% of the Fund’s total assets. For the six-month period ended June 30, 2007, the cost of investments purchased to cover short sales and the proceeds from investments sold short in the Fund were $583,578 and $583,917, respectively.

During the six-month period ended June 30, 2007, there was no dividend expense on short sales.

Note 6 Fund Merger

It is expected that on or about August 27, 2007, The Information Age Fund^® will acquire the assets and liabilities of RS Internet Age Fund^® through a tax-free merger pursuant to a plan of reorganization approved by the Board of Trustees. Shareholders of RS Internet Age Fund^® will receive shares of The Information Age Fund^® in the transaction. Shareholders of RS Internet Age Fund^® approved the merger at a meeting held on August 6, 2007.

Note 7 Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with their vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.

Note 8 Legal Matters

On October 6, 2004, RS Investment Management, L.P. (“RSIM L.P.”), the investment adviser to the RS Family of Funds prior to GIS’s acquisition of a majority of the outstanding interests in RS Investments, entered into settlement agreements with the Securities and Exchange Commission (the “SEC”) and the Office of the New York State Attorney General (the “NYAG”). The settlement agreements relate to certain investors’ frequent trading of shares of RS Emerging Growth Fund during 2000 through 2003. In its settlement with the SEC, RSIM L.P. consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and-desist proceedings against it.

Under the terms of the settlement agreements, RS Investments has paid disgorgement of $11.5 million and a civil money penalty of $13.5 million for a total payment of $25 million, all of which will be distributed to certain current and former shareholders of certain Funds in a manner to be determined by an independent consultant. The settlement agreement with the NYAG also requires RS Investments to reduce its management fee for certain Funds in the aggregate amount of approximately $5 million over a period of five years. In addition, RS Investments has made a number of undertakings to the SEC and the NYAG relating to compliance, ethics, and legal oversight and mutual fund governance and disclosure.

G. Randall Hecht, the former co-president of the Trust and the former chairman of the Board of Trustees of the Trust, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Hecht agreed, among other things, to pay a civil money penalty, to not serve as a Trustee of the Trust for a period of five years, and to limit his duties with RS Investments (of which he was chairman) for 12 months.

Steven M. Cohen, the former treasurer of the Trust and the former chief financial officer of RS Investments, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Cohen agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or registered investment company for nine months and from serving as an officer or a director of any investment company or investment adviser for an additional two years. In addition, in accordance with the settlements, Mr. Cohen resigned as an officer and employee of RS Investments.

26     Call 1.800.766.FUND

RSIM L.P. and Messrs. Hecht and Cohen neither admit nor deny the findings set forth in the SEC Order, and RSIM L.P. neither admits nor denies the findings in its settlement agreement with the NYAG. A copy of the SEC Order is available on the SEC’s Web site at www.sec.gov, and a copy of the settlement agreement with the NYAG is available on the NYAG’s Web site at www.oag.state.ny.us.

RSIM L.P. and not any of the RS funds will bear all the costs of complying with the settlements, including payments of disgorgement and civil penalties (except those paid by Messrs. Hecht and Cohen individually), and the associated legal fees relating to these regulatory proceedings.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses, or may otherwise adversely affect the Funds.

After the announcement of those settlements, three related civil lawsuits commenced. These lawsuits were consolidated into one proceeding in the U.S. District Court for the District of Maryland on April 19, 2005 (In re Mutual Funds Investment Litigation, Case No. 04-MD-15863-JFM). The district court appointed a lead plaintiff, and a consolidated complaint was filed. The consolidated complaint, brought on behalf of a purported class of investors in RS funds between October 6, 1999, and October 5, 2004, seeks compensatory damages and other related relief. The complaint names RS Investments, RS Investment Management, Inc., RSIM L.P., the Trust, and certain current or former Trustees, subadvisers, employees, and officers of the Trust or RSIM L.P. as defendants. It generally tracks the factual allegations made in the SEC and NYAG settlements, including the allegations that fund prospectuses were false and misleading, and alleges a variety of theories for recovery, including, among others, that defendants violated Sections 34(b), 36(a), 36(b), and 48(a) of the 1940 Act and breached fiduciary duties to investors. The consolidated lawsuit further alleges that defendants violated, or caused to be violated, Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

On May 27, 2005, the defendants moved to dismiss the consolidated action. On November 3, 2005, the Court issued a ruling dismissing all claims against the Trust. As for the claims against the other RS defendants, the Court dismissed the claims arising under: sections 34(b) and 36(a) of the Investment Company Act of 1940; sections 11, 12(a)(2), and 15 of the Securities Act of 1933; and state law. The Court allowed plaintiffs to proceed against some of the RS defendants with their claims arising under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and sections 36(b) and 48(a) of the Investment Company Act of 1940. Although initially the Court deferred any ruling on the claims against the named independent trustees, on July 24, 2006, the Court dismissed all remaining claims against the former and current independent trustees of the Trust. The litigation is currently in the discovery phase.

Additional lawsuits arising out of the same circumstances and presenting similar or different or additional allegations may be filed against the Funds, RS Investments, or their affiliates in the future. RS Investments does not believe that the pending consolidated action will materially affect its ability to continue to provide to the Funds the services it has agreed to provide. It is not possible at this time to predict whether the litigation will have any material adverse effect on any of the Funds.

www.RSinvestments.com     27

Notes to Financial Statements (unaudited) (continued)

Note 9 New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for any related interest and penalties. FIN 48 is effective within the first required financial statement reporting period (semiannual reporting) for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The Trust has concluded that the adoption of FIN 48 did not result in any material impact to the Fund’s financial statements, as applied to open tax years ended December 31, 2004 through December 31, 2006.

In September 2006, FASB issued FASB Statement No. 157, “Fair Value Measurement” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements.

28     Call 1.800.766.FUND

Supplemental Information (unaudited)

Approval of the Funds’ Investment Advisory Agreement
The Board of Trustees of the Trust, including all of the Trustees who are not interested persons of the Trust or of RS Investments, met in person on April 30, May 1, and May 24, 2006, to consider approval of a new investment advisory agreement (the “New Advisory Agreement”) between the Funds and RS Investment Management Co. LLC (“RSIM Co.”), the ultimate parent of RS Investment Management, L.P., the Funds’ then-current investment adviser (“RSIM L.P.”). The then-existing investment advisory agreement between the Funds and RSIM, L.P. (the “Then-Existing Advisory Agreement”), was to terminate automatically as a result of its “assignment” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) upon the consummation of the transaction between RSIM Co. and Guardian Investor Services LLC (“GIS”). (For ease of reference, each of RSIM L.P. and RSIM Co. is referred to as “RS Investments” herein unless the context otherwise requires.) In determining to approve the New Advisory Agreement between the RS Funds and RS Investments, the Trustees considered that they had approved the continuation of the Then-Existing Advisory Agreement, the terms of which were substantially similar to the New Advisory Agreement, for a one-year period commencing April 1, 2006, at their meeting on February 28 and March 1, 2006. In all of their deliberations, the disinterested Trustees were advised by independent counsel for the disinterested Trustees.

The Trustees met with representatives of RS Investments and of GIS, who discussed with the Trustees the capabilities of both firms, and what they saw as the complementary capabilities of the two firms in the areas of investment management and distribution/promotion of mutual fund shares. Those representatives also discussed with the Trustees their expectations as to the management and operations of RS Investments after the transaction and the continuing roles of the current portfolio management teams in the management of each of the Funds.

The Trustees considered that it was not anticipated that there would be any change in the personnel who are engaged in the portfolio management of any Fund as a result of the transaction, and that there would be no increase in the advisory fees or the total expenses for current shareholders of any of the existing Funds as a result of the transaction. The Trustees considered the proposed changes in the governance of RSIM Co., but noted that it was not expected that the new Board of Directors would have any substantial role in the day-to-day portfolio management of the Funds. The Trustees also considered that the combination of the two advisory firms could benefit shareholders of the Funds because RS Investments would, as a result, likely have a larger and more diverse investment management staff to support the Funds’ portfolio management teams. The Trustees also recognized the potential benefits to RS Investments of an additional owner of the firm with greater financial resources than currently were available from its then-current owners. In addition, they recognized that it was possible the Funds over time could experience reduced expenses both because the combined firms may be in a position to purchase services from third parties for their clients at improved rates and because enhanced distribution capabilities resulting from the combination may result in increases in the size of the Funds and possible reduced expenses through economies of scale.

The Trustees discussed with management and certain portfolio management professionals of RS Investments the expected effect of the transaction on the firm, including the extent to which the transaction is supported by portfolio management personnel. The Trustees considered the likely effect on RS Investments of potential alternative transactions and of maintaining the then-current ownership. The Trustees believed that the transaction offered the best prospects for continued stability of RS Investments in the face of current and expected transitional and generational changes at the firm.

The Trustees also took into consideration the various other arrangements between RSIM Co. and GIS in respect to the transaction, including RSIM Co.’s additional responsibilities relating to the GIS mutual funds, and concluded that it was unlikely that RSIM Co.’s performance of those responsibilities would limit substantially its ability to perform its obligations to the Funds under the New Advisory Agreement.

www.RSinvestments.com     29

Supplemental Information (unaudited) (continued)

On the basis of these factors, the Trustees concluded that it would be in the best interests of each of the Funds to be advised by RSIM Co., employing the Funds’ then-current portfolio management teams, and voted unanimously, including the unanimous vote of the Trustees who are not interested persons of the Funds or of RS Investments or GIS, to approve the New Advisory Agreement in respect to each of the Funds and to recommend to shareholders of each Fund that they approve the Agreement, as well.

Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s Web site at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 1-800-766-FUND [3863].

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2007, are available (i) without charge, upon request, by calling toll-free 1-800-766-FUND [3863]; (ii) on RS Investments’ Web site at http://www.RSinvestments.com; and (iii) on the Securities and Exchange Commission’s Web site at http://www.sec.gov.

30     Call 1.800.766.FUND

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32     Call 1.800.766.FUND

RS Funds
Phone:	1-800-766-FUND (3863)
Web:	www.RSinvestments.com
E-mail:	funds@rsinvestments.com

24-Hour Account Access
Phone:	1-800-766-FUND (3863), Option 3
Web:	Enter My Account on RS Investments’
	Web site

RS Funds

Fund Name (Date of Inception)	Ticker Symbol (Class A)	Portfolio Manager(s)
RS Emerging Growth Fund (11/30/87)	RSEGX	Steve Bishop, Jim Callinan, Melissa Chadwick-Dunn, Allison Thacker, Scott Tracy
RS Growth Fund (05/12/92)	RSGRX	John Seabern, John Wallace
The Information Age Fund® (11/15/95)	RSIFX	Steve Bishop, Allison Thacker
RS MidCap Opportunities Fund (07/12/95)	RSMOX	John Seabern, John Wallace
RS Select Growth Fund (08/01/96)	RSDGX	Steve Bishop, Jim Callinan, Melissa Chadwick-Dunn, Allison Thacker, Scott Tracy
RS Smaller Company Growth Fund (08/15/96)	RSSGX	Scott Tracy, Bill Wolfenden
RS Value Fund (06/30/93)	RSVAX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
RS Partners Fund (07/12/95)	RSPFX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
RS Investors Fund (11/15/05)	RSINX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
RS Global Natural Resources Fund (11/15/95)	RSNRX	MacKenzie Davis, Andy Pilara, Ken Settles
RS Large Cap Value Fund (02/03/03)*	RLCVX	Thomas Cole, Thomas Digenan, Scott Hazen, John Leonard
RS Core Equity Fund (06/01/72)*	GPAFX	Mani Govil
RS Small Cap Core Equity Fund (05/01/97)*	GPSCX	Matthew Ziehl
RS Equity Dividend Fund (07/31/07)	REDAX	Raymond Anello
RS S&P 500 Index Fund (08/07/00)*	GUSPX	Jonathan Jankus, Stewart Johnson
RS Asset Allocation Fund (02/16/93)*	GUAAX	Jonathan Jankus, Stewart Johnson
RS International Growth Fund (02/16/93)*	GUBGX	R. Robin Menzies
RS Emerging Markets Fund (05/01/97)*	GBEMX	Edward Hocknell
RS Investment Quality Bond Fund (02/16/93)*	GUIQX	Howard Chin, Robert Crimmins
RS Low Duration Bond Fund (07/30/03)*	RLDAX	Howard Chin, Robert Crimmins
RS High Yield Bond Fund (09/01/98)*	GUHYX	Ho Wang
RS Tax-Exempt Fund (02/16/93)*	GUTEX	Alexander Grant, Jr.
RS Money Market Fund (11/03/82)*	GCMXX	Alexander Grant, Jr.

*	The date of inception is that of the predecessor Fund.
Refer to the prospectus for more information, including management fees and expenses associated with an ongoing investment as well as the special risks associated with investing in small and midsized companies; overweighting investments in certain sectors or industries; investing in the technology sector; investing in a more limited number of issuers and sectors; investing internationally; investing in debt securities; and investing in companies in natural resources industries. Please read it carefully before investing.
Important Notice Regarding Delivery of Shareholder Documents
To reduce expenses, we mail only one copy of a Fund’s prospectus and each annual and semiannual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call us at 1-800-766-3863; or if your shares are held through a financial institution, please contact it directly. We will begin sending you individual copies 30 days after receiving your request.
(The information on this page is not part of the Semiannual report.)

388 Market Street San Francisco CA 94111 www.RSinvestments.com Call 800-766-FUND

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SR731_IA

Value Funds

RS Value Fund
RS Partners Fund
RS Investors Fund
RS Global Natural Resources Fund
RS Large Cap Value Fund

6.30.07

Class A, B, C, K and Y Shares

RS Funds		24-Hour Account Access
Phone:	1.800.766.FUND (3863)	Phone:	1.800.766.FUND (3863), option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

Performance Update
Average Annual Returns as of 06/30/07

	Ticker Symbol	Inception Date	Gross Expenses		Year- to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Value Funds
RS Value Fund, Class A	RSVAX	06/30/93
without sales charge			1.34	%	12.54	%	25.79	%	21.63	%	24.15	%	8.29	%	9.48	%
with maximum sales charge					7.19	%	19.84	%	19.68	%	22.96	%	7.76	%	9.10	%
RS Value Fund, Class C†	RVACX	05/01/07
without sales charge			2.10	%	—		—		—		—		—		2.32	%
with sales charge					—		—		—		—		—		1.32	%
RS Value Fund, Class K†	RSVKX	12/04/06
without sales charge			1.80	%	12.32	%	—		—		—		—		12.25	%
RS Value Fund, Class Y†	RSVYX	05/01/07
without sales charge			1.07	%	—		—		—		—		—		2.45	%
RS Partners Fund1, Class A	RSPFX	07/12/95
without sales charge			1.50	%	10.16	%	16.69	%	18.48	%	23.12	%	14.29	%	16.38	%
with maximum sales charge					4.92	%	11.14	%	16.57	%	21.93	%	13.73	%	15.91	%
RS Partners Fund, Class K†	RSPKX	10/13/06
without sales charge			1.95	%	9.84	%	—		—		—		—		15.01	%
RS Partners Fund, Class Y†	RSPYX	05/01/07
without sales charge			1.22	%	—		—		—		—		—		2.09	%
RS Investors Fund, Class A	RSINX	11/15/05
without sales charge			1.59	%	9.79	%	26.86	%	—		—		—		20.18	%
with maximum sales charge					4.54	%	20.83	%	—		—		—		16.61	%
RS Investors Fund, Class K†	RSIKX	01/03/07
without sales charge			2.05	%	—		—		—		—		—		9.99	%
RS Investors Fund, Class Y†	RSIYX	05/01/07
without sales charge			1.32	%	—		—		—		—		—		2.79	%

†

RS Value Fund Class C, K, and Y shares (Inception dates are: 05/01/07, 12/04/06, 05/01/07, respectively), RS Partners Fund Class K and Y shares (Inception dates are: 10/13/06 and 05/01/07, respectively), RS Investors Fund Class K and Y shares (Inception dates are: 01/03/07 and 05/01/07, respectively), and RS Global Natural Resources Fund Class C, K, and Y shares (Inception dates are: 05/01/07, 12/04/06, and 05/01/07, respectively) “since inception” returns are not annualized and represent cumulative total returns.

1

RS Partners Fund is currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. See “Other Information About Purchasing Shares” on page 121 of the prospectus for class A, B, C and K shares (page 54 of the prospectus for class Y shares).

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Funds’ total gross annual operating expense ratios as of the most current prospectus are included in the table above. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures for certain Funds reflect expense limitations in effect during the periods shown; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is periodically updated on our Web site: www.RSinvestments.com.

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in high-technology and Internet-related sectors may be highly volatile. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

This report may be used only when preceded or accompanied by a prospectus. You should carefully consider the investment objectives, risks, charges, and expenses of the RS Funds before making an investment decision. The prospectus contains this and other information—please read it carefully before investing or sending money. Except as noted, numbers are unaudited. To obtain a copy, please call 800-766-FUND or visit www.RSinvestments.com

Distributed by: Guardian Investor Services LLC (GIS), 7 Hanover Square, New York, NY 10004. GIS is a member: FINRA, SIPC.

RS Funds		24-Hour Account Access
Phone:	1.800.766.FUND (3863)	Phone:	1.800.766.FUND (3863), option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

Performance Update
Average Annual Returns as of 06/30/07

	Ticker Symbol	Inception Date	Gross Expenses		Year- to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Value Funds
RS Global Natural
Resources Fund, Class A	RSNRX	11/15/95
without sales charge			1.51	%	18.71	%	16.10	%	31.93	%	27.67	%	13.60	%	14.66	%
with maximum sales charge					13.06	%	10.58	%	29.81	%	26.44	%	13.05	%	14.18	%
RS Global Natural
Resources Fund, Class C†	RGNCX	05/01/07
without sales charge			2.27	%	—		—		—		—		—		3.63	%
with sales charge					—		—		—		—		—		2.63	%
RS Global Natural
Resources Fund, Class K†	RSNKX	12/04/06
without sales charge			1.97	%	18.39	%	—		—		—		—		12.75	%
RS Global Natural
Resources Fund, Class Y†	RSNYX	05/01/07
without sales charge			1.23	%	—		—		—		—		—		3.86	%
RS Large Cap	RLCVX	02/03/03
Value Fund, Class A
without sales charge			1.40	%	6.56	%	20.71	%	14.78	%	—		—		17.66	%
with maximum sales charge					1.53	%	15.00	%	12.94	%	—		—		16.37	%
RS Large Cap	RLVBX	02/03/03
Value Fund, Class B
without sales charge			2.16	%	6.10	%	19.74	%	13.93	%	—		—		16.79	%
with sales charge					3.10	%	16.74	%	13.41	%	—		—		16.65	%
RS Large Cap	RLCCX	02/03/03
Value Fund, Class C
without sales charge			2.16	%	6.10	%	19.74	%	13.93	%	—		—		16.79	%
with sales charge					5.10	%	18.74	%	13.93	%	—		—		16.79	%
RS Large Cap	RLCKX	02/03/03
Value Fund, Class K
without sales charge			1.69	%	6.35	%	20.29	%	14.44	%	—		—		17.33	%

† RS Value Fund Class C, K, and Y shares (Inception dates are: 05/01/07, 12/04/06, 05/01/07, respectively), RS Partners Fund Class K and Y shares (Inception dates are: 10/13/06 and 05/01/07, respectively), RS Investors Fund Class K and Y shares (Inception dates are: 01/03/07 and 05/01/07, respectively), and RS Global Natural Resources Fund Class C, K, and Y shares (Inception dates are: 05/01/07, 12/04/06, and 05/01/07, respectively) “since inception” returns are not annualized and represent cumulative total returns.

Performance quoted represents past performance and does not guarantee future results. Performance shown for RS Large Cap Value Fund includes performance of its predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Funds’ total gross annual operating expense ratios as of the most current prospectus are included in the table above. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Funds’ fees and expenses as detailed in the Funds’ most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures for certain Funds reflect expense limitations in effect during the periods shown; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is periodically updated on our Web site: www.RSinvestments.com.

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in high-technology and Internet-related sectors may be highly volatile. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

This report may be used only when preceded or accompanied by a prospectus. You should carefully consider the investment objectives, risks, charges, and expenses of the RS Funds before making an investment decision. The prospectus contains this and other information—please read it carefully before investing or sending money. Except as noted, numbers are unaudited. To obtain a copy, please call 800-766-FUND or visit www.RSinvestments.com

Distributed by: Guardian Investor Services LLC (GIS), 7 Hanover Square, New York, NY 10004. GIS is a member: FINRA, SIPC.

www.RSinvestments.com     1

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2     Call 1.800.766.FUND

Table of Contents

RS Investments Overview
Highlights	4
CEO’s Letter	6
Portfolio Manager Biographies	9
RS Value Funds
RS Value Fund	13
RS Partners Fund†	21
RS Investors Fund	28
RS Global Natural Resources Fund	35
RS Large Cap Value Fund††	42
Understanding Your Fund’s Expenses	47
Financial Information
Schedules of Investments	50
Statements of Assets and Liabilities	60
Statements of Operations	62
Statements of Changes in Net Assets	64
Financial Highlights	66
Notes to Financial Statements	72
Supplemental Information	84

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007. The views expressed in the portfolio manager letters are those of the Fund’s portfolio manager(s) and are subject to change without notice. They do not necessarily represent the views of RS Investments, Guardian Investor Services LLC, or UBS Global Asset Management (Americas) Inc. The letters contain some forward-looking statements providing current expectations or forecasts of future events; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

†

RS Partners Fund is currently offered (by purchase or exchange) only to investors purchasing shares through certain financial intermediaries. See “Other Information About Purchasing Shares” on page 121 of the prospectus for class A, B, C and K shares (page 54 of the prospectus for class Y shares).

††

RS Investment Trust (the “Trust”), a Massachusetts business trust, was organized on May 11, 1987. The Trust currently offers twenty-four series. One series (the “Fund”) covered in this report was formerly a series (a “Predecessor Fund”) of The Park Avenue Portfolio (“the Portfolio”). Effective October 9, 2006, pursuant to an Agreement and Plan of Reorganization (“Agreement and Plan”) dated August 15, 2006, the Predecessor Fund was reorganized into its corresponding Fund in exchange for shares of the RS Fund and the assumption by the RS Fund of all of the identified liabilities of the respective series of the Portfolio. The Guardian UBS Large Cap Value Fund was reorganized into the RS Large Cap Value Fund. The Fund is a diversified fund.

www.RSinvestments.com     3

Highlights

RS Funds Received Four-Star Overall Morningstar Rating™¹(including the effects of sales charges, loads, and redemption fees)

Based on risk-adjusted returns, RS Partners Fund and RS Emerging Markets Fund (Class A Shares) received an Overall Morningstar Rating™ of four stars from Morningstar, a proprietary research firm, as of June 30, 2007.

Morningstar Ratings
As of 06/30/07

RS Fund	Overall Morningstar RatingTM
RS Partners Fund (Out of 500 small blend funds)	««««
RS Emerging Markets Fund (Out of 204 diversified emerging markets funds)	««««

Top Decile and Quartile RS Funds²

The following (Class A Shares) RS Funds were ranked in the top decile or quartile of their peer groups by Lipper for the five- and 10-year periods ended June 30, 2007. Rankings are based on total return.

Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year
The Information Age Fund® Number 10 fund out of 237 funds in the science and technology funds category. It also ranked number 35 out of 283 funds for the one-year period, number 115 out of 257 funds for the three-year period, and number 8 fund out of 45 funds for the 10-year period.	ü
RS Partners Fund Number 3 fund out of 442 funds in the small-cap core funds category. It also ranked number 313 out of 732 funds for the one-year period, number 33 out of 564 funds for the the three-year period, and number 9 fund out of 150 funds for the 10-year period.	ü
RS Value Fund Number 7 fund out of 177 funds in the mid-cap value funds category. It also ranked number 69 out of 297 funds for the one-year period, number 15 out of 232 funds for the three- year period, and number 48 out of 53 for the 10-year period.	ü
RS Global Natural Resources Fund Number 14 fund out of 75 funds in the natural resources funds category. It also ranked number 123 out of 132 funds for the one-year period, number 50 out of 94 funds for the three-year period, and number 27 out of 38 funds for the 10-year period.		ü
RS Growth Fund Number 71 fund out of 338 funds in the multi-cap growth funds category. It also ranked number 168 out of 514 funds for the one-year period, number 116 out of 410 funds for the three-year period, and number 75 out of 132 funds for the 10-year period.		ü

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Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year (continued)
RS MidCap Opportunities Fund Number 45 fund out of 383 funds in the mid-cap growth funds category. It also ranked number 284 out of 608 funds for the one-year period, number 214 out of 485 funds for the three-year period, and number 38 fund out of 159 funds for the 10-year period.		ü
RS Tax-Exempt Fund Number 34 fund out of 207 funds in the general municipal funds category. It also ranked number 76 out of 236 funds for the one- year period, number 38 out of 221 funds for the three-year period, and number 16 out of 130 for the 10-year period.		ü
10-Year
RS Emerging Markets Fund Number 15 fund out of 81 funds in the emerging markets funds category. It also ranked number 133 out of 239 funds for the one- year period, number 34 out of 189 for the three-year period, and number 51 out of 159 for the five-year period.		ü
RS Select Growth Fund Number 34 fund out of 156 funds in the small-cap growth funds category. It also ranked number 195 out of 565 funds for the one-year period, number 436 out of 458 funds for the three-year period, and number 338 out of 380 funds for the 5-year period.		ü

	The information contained herein was obtained from sources we believe to be reliable and we have attempted to insure accuracy. Investors relying on information contained herein are encouraged to verify this information directly with the rating agency or through independent sources.
1	© 2006 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.
	Please note, some of the Morningstar proprietary calculations, including the Morningstar Rating™, are not customarily calculated based on adjusted historical returns. The evaluation of this investment does not affect the retail mutual fund data published by Morningstar. For each retail mutual fund with at least three-year history, Morningstar calculates a Morningstar Rating™ based on Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a retail mutual fund is derived from a weighted average of the performance figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating metrics. This investment’s independent Morningstar Rating metric is then compared against the retail mutual fund universe breakpoints to determine its hypothetical rating.
	RS Partners Fund was rated against the following numbers of U.S.-domiciled Small Blend funds over the following time periods: 500 funds in the last three years, 393 funds in the last five years, and 148 funds in the last 10 years. With respect to these Small Blend funds, RS Partners Fund received a Morningstar Rating of 4 stars, 5 stars, and 4 stars for the three-, five-, and 10-year periods. RS Emerging Markets Fund was rated against the following numbers of U.S.-domiciled Diversified Emerging Markets funds over the following time periods: 204 funds in the last three years, 179 funds in the last five years, and 91 funds in the last 10 years. With respect to these Diversified Emerging Markets funds, RS Emerging Markets Fund received a Morningstar Rating of 3 stars, 3 stars, and 4 stars for the three-, five-, and 10-year periods. Performance quoted represents past performance and does not guarantee future results.
2	© 2006 REUTERS. Lipper rankings are based on total return with dividends reinvested and do not take into account or reflect sales charges. Lipper, a wholly owned subsidiary of Reuters, is a leading global provider of mutual fund information and analysis to fund companies, financial intermediaries, and media organizations. Lipper clients manage more than 95% of U.S. fund assets. The firm, founded in 1973 and headquartered in New York, tracks 125,000 funds worldwide through its offices in major financial capitals in North America, Europe, and Asia. Read the following restrictions: Information on this page has been sourced from Lipper, a Reuters Company (“Lipper Content”). All such information is protected by copyright: © 2006 REUTERS. All rights reserved. Any copying, republication, or redistribution of Lipper Content is expressly prohibited without the prior written consent of Lipper. Lipper and its parent and affiliated companies will not be liable for any errors or delays in the content or for any actions taken in reliance thereon. LIPPER and the LIPPER Corporate Marks are proprietary trademarks of Lipper, a Reuters Company. For additional information on the other Lipper Services, please visit the Lipper Web site at http://www.lipperweb.com. Market volatility can affect short-term performance. Favorable ratings do not necessarily indicate positive returns. Please visit www.RSinvestments.com for more information on the RS Funds.

www.RSinvestments.com     5

CEO’s Letter

Terry R. Otton
CEO, RS Investments

June 30, 2007

Dear Fellow Shareholders,

The first six months of the year provided a strong tail-wind for the RS fund family. In fact, each RS equity fund delivered positive returns, and a majority of them outperformed their average Morningstar category peer. The markets were up for the reporting period, and many of our funds were up even more.

Fast forward a few weeks into August and, as I write this letter, the market has taken a decidedly different tone. Subprime loan concerns have rippled through the markets causing investors everywhere to re-evaluate risk.

Our funds were not immune to the market weakness over this more recent period. Overall, our short-term results reflected those of the broader market.

In the face of the market turmoil, our portfolio managers remain steadfast in their focus on the impact this or other potential fallout may have on companies in which they invest. While these developments certainly make their jobs more challenging, the portfolio managers of each Fund believe that the Fund’s holdings continue to be consistent with its objective and strategy, and they will continue to monitor the Fund’s holdings carefully in light of further developments. Overall, our research continues to give us confidence in the fundamental business prospects of the companies in our funds.

We’ve been managing shareholders’ assets for over 21 years and have weathered many market cycles and environments. Our long-term results reflect an adherence to a sound investment process which has been honed by a team of dedicated and passionate investment professionals. As long-term fundamental investors, we believe our experience sets us apart and provides much-needed perspective, particularly in times like these.

In fact, our investment approach has generated meaningful results over the long term. On a relative basis, 73%, 67%, 58% and 69% of RS funds ranked

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in the top half of their peer groups for the 1-, 3-, 5-, and 10-year periods, respectively (according to Morningstar)*. The numbers for RS’ actively managed equity funds are even stronger.

Successful investing requires a sound strategy and, at times, the fortitude to stick with it through thick and thin. We believe that, with RS, you’ve hired the right team as your investment partner to help you reach your long-term goals.

Commitment to Excellence

The long-term performance of the RS funds reflects strength across all areas of our business. We have always believed that if we hire and retain the best people and provide a culture that encourages integrity, passion, and excellence, we would be able to endure the ups and downs of the markets and provide long-term investment excellence. Moreover, we continue to work at getting better at everything we do.

Most recently, we have focused on further strengthening our investment teams. In May, we promoted several long-time analysts to co-managers on the RS Emerging Growth and RS Select Growth Funds and adopted a team approach on the RS MidCap Opportunities, RS Growth, and RS Smaller Company Growth Funds. We also welcomed Christopher Clark to the Growth team as an analyst specializing in healthcare, adding not only depth, but additional breadth to our coverage. Overall, members of the RS Growth team have an average of nearly 14 years of experience in investment management.

We continued to invest in our Value team as well. Experienced analysts Martin Engel, Joseph Mainelli and Clinton Yara joined this year and now bring the team to eleven members strong, averaging nearly 14 years of experience. This team is led by five portfolio managers who have an average of 19 years of experience in the industry.

Similarly, the RS Core team has strengthened both in numbers and depth of talent with the addition of two members this year, Adam Weiner and Sudip Lahiri. This ten-person team averages over 11 years of experience, including an average 17 years at the portfolio-manager level.

RS Investments also offers extensive fixed-income research and investment capability through our sub-adviser, Guardian Investor Services LLC. The Fixed Income Team consists of 28 seasoned investment professionals, including portfolio managers, traders, credit analysts, and quantitative risk-management specialists. Together they bring a wealth of experience and insight to the fixed-income strategies offered by RS Investments.

These significant investments in experienced investment professionals are designed to sustain and build upon the unique advantages the RS investment process provides, and for which you hired us. As fundamental investors, we value experience and believe the strength and depth of our investment teams places RS Investments firmly in the top echelon of the industry.

We are well prepared to help you with your financial planning needs. Financial planning for future retirement, children’s education, etc. requires prudent asset allocation and risk management. As discussed above, our diverse suite of products spans the investment spectrum, providing essential elements of long-term, solution-driven financial strategies.

Product Innovation

In July, we introduced RS Equity Dividend Fund. This new offering seeks to capitalize on the strength of companies which we believe have the potential to grow the dividends they pay to shareholders. The portfolio will be managed by 19-year industry veteran Ray Anello and supported by the experienced RS Core team mentioned above.

This new product is intended to complement the large-cap RS Core Equity Fund and RS Small Cap Core Equity Fund. Investors planning for retirement and seeking current income and long-term growth may want to give RS Equity Dividend Fund a close look.

Our Commitment to Investors

We humbly accept the fiduciary trust you have placed in us and are committed to serving your investment

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CEO’s Letter (continued)

needs with the highest integrity and transparency in everything we do.

For the last 21 years, RS has remained focused on cultivating a culture of excellence and delivering results to our shareholders and clients through exceptional service and long-term performance. We believe our culture is a key factor in our ability to attract and retain experienced professionals who work so diligently and passionately on your behalf.

When you have a moment, please visit our Web site at www.RSinvestments.com. You’ll find useful information aimed at keeping you informed about your investments with us, including bios on our people, performance updates, details about the investments our portfolio managers and employees have in your funds, quarterly investment commentary, portfolio holdings and much more.

On behalf of all of us at RS Investments, we thank you for the trust and confidence you’ve placed in us.

Sincerely,

Terry Otton
Chief Executive Officer

* Not all funds have been in existence for every time period, and performance numbers for some funds include periods before RS Investments became the funds’ investment advisor. © 2007 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.

RS Funds (Class A)	Morningstar Category	1-Yr Total Return 06/30/06- 06/30/07 Rank/Count	3-Yr Total Return 06/30/04- 06/30/07 Rank/Count	5-Yr Total Return 06/30/02- 06/30/07 Rank/Count	10-Yr Total Return 06/30/97- 06/30/07 Rank/Count
RS Emerging Growth Fund	Small Growth	185-791	340-645	249-533	53-231
RS Growth Fund	Large Growth	309-1687	129-1426	50-1151	148-471
The Information Age Fund®	Specialty-Technology	33-310	113-283	8-260	7-51
RS Internet Age Fund®	Specialty-Technology	1-310	53-283	6-260	N/A
RS MidCap Opportunities Fund	Mid-Cap Growth	396-983	292-814	82-662	60-269
RS Select Growth Fund	Small Growth	203-791	515-645	394-533	37-231
RS Smaller Company Growth Fund	Small Growth	506-791	383-645	252-533	54-231
RS Value Fund	Mid-Cap Blend	74-473	15-385	8-317	94-132
RS Partners Fund	Small Blend	233-625	36-500	4-393	10-148
RS Investors Fund	Mid-Cap Blend	63-473	N/A	N/A	N/A
RS Global Natural Resources Fund	Specialty-Natural Resources	109-172	50-123	13-91	26-55
RS Core Equity Fund	Large Blend	21-2035	288-1598	633-1237	395-527
RS Small Cap Core Fund	Small Growth	78-791	192-645	157-533	77-231
RS Asset Allocation	Large Blend	1472-2035	1073-1598	710-1237	280-527
RS S&P 500 Index Fund	Large Blend	711-2035	788-1598	543-1237	N/A
RS Large Cap Value Fund	Large Value	613-1346	256-1099	N/A	N/A
RS Emerging Markets Fund	Diversified Emerging Markets	128-258	29-204	45-179	11-91
RS International Growth Fund	Foreign Large Growth	148-222	64-183	91-155	34-60
RS Tax-Exempt Fund	Muni National Long	72-272	32-257	30-244	15-181
RS High Yield Bond Fund	High Yield Bond	212-540	246-463	233-378	N/A
RS Investment Quality Bond Fund	Intermediate-Term Bond	394-1088	396-965	337-796	146-404
RS Low Duration Bond Fund	Short-Term Bond	167-434	174-364	N/A	N/A

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Portfolio Manager Biographies

Our People - A Commitment to Quality

At RS Investments, we believe our people and their processes are what set us apart and differentiate our family of funds. By building on a foundation of quality individuals, with exceptional educational backgrounds, extensive investment experience, and a wide variety of professional experience and knowledge, we have established a most remarkable organization.

RS Investments (RS) is the investment adviser for RS Funds. UBS Global Asset Management (Americas) Inc. (UBS) serves as investment subadviser for RS Large Cap Value Fund.

MacKenzie Davis (RS)

has been a co-portfolio manager of the RS Global Natural Resources Fund since January 2005 and co-portfolio manager of RS Investors Fund, RS Partners Fund, and RS Value Fund since October 2006. Prior to joining RS Investments in March 2004 as an analyst in the RS Value Group, Mr. Davis spent four years as a high yield analyst at Fidelity Management & Research Company. Previously, he was a vice president at Fidelity Capital Markets. He was also an analyst at Goldman Sachs & Company. Mr. Davis holds an A.B. from Brown University in mathematical economics and modern American history. He is a Chartered Financial Analyst.

David Kelley (RS)

has been a co-portfolio manager of the RS Partners Fund and the RS Value Fund since January 2004 and of the RS Investors Fund since its inception. Prior to joining RS Investments in 2002 as an analyst in the RS Value Group, Mr. Kelley was a small-cap analyst at Pequot Capital Management from 2001 to 2002. Previously, he had served as an analyst for three years with Crestwood Capital, an ING-affiliated hedge fund group, and spent three years at Goldman Sachs & Company in the mergers and acquisitions department. Mr. Kelley earned a B.A. in history from Yale University and an M.B.A. from Harvard Business School.

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Portfolio Manager Biographies (continued)

Andrew Pilara (RS)

has managed the RS Partners Fund, the RS Global Natural Resources Fund, and the RS Investors Fund since their inceptions. Mr. Pilara has been responsible for the management of the RS Value Fund since January 2001 and has been a member of that Fund’s management team since 1999. Prior to joining the firm in 1993, he was president of Pilara Associates, an investment management firm he established in 1974. He has been involved in the securities business for over thirty years, with experience in portfolio management, research, trading, and sales. Mr. Pilara holds a B.A. in economics from Saint Mary’s College.

Kenneth L. Settles Jr. (RS)

has been a co-portfolio manager of RS Global Natural Resources Fund since May 2007. Prior to joining the firm in September 2006, Mr. Settles was a senior energy analyst at Neuberger Berman, LLC for seven years where he also co-managed the Neuberger Berman Premier Energy Portfolio. Previously, Mr. Settles spent three years at Salomon Smith Barney, Inc., where he was a financial analyst. Mr. Settles holds a B.A. in economics from Williams College and is a Chartered Financial Analyst.

Joe Wolf (RS)

has been a co-portfolio manager of the RS Partners Fund and the RS Value Fund since January 2004 and of the RS Investors Fund since its inception. Prior to joining RS Investments in 2001 as an analyst in the RS Value Group, Mr. Wolf was the founder, director, and vice president of corporate development for zUniversity, an affinity marketing company focused on university students and alumni. Previously, he had worked as a senior financial analyst at Goldman Sachs & Company for four years in both the equities division and the strategic consulting group. Mr. Wolf holds a B.A. in medicine and psychology from Vanderbilt University and an M.B.A. from Harvard Business School.

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Thomas M. Cole (UBS)

has been a member of the investment management team of RS Large Cap Value Fund since its inception.* Mr. Cole is the director of research for the Fund’s investment team, responsible for overseeing the analyst team that provides the investment research on the large-cap markets that is used in making the security selections for the Fund’s portfolio. Mr. Cole is head of research - North American equities and a managing director of UBS Global AM, where he has been an investment professional since 1995. He received a B.B.A. and an M.B.A. from the University of Wisconsin. Mr. Cole is also a Chartered Financial Analyst.

Thomas Digenan (UBS)

has been a member of the investment management team of RS Large Cap Value Fund since its inception.* Mr. Digenan, together with Mr. Hazen, is the primary strategist for the investment team, responsible for providing cross-industry and risk management assessments for portfolio construction for the Fund. Mr. Digenan has been a North American equity strategist at UBS Global AM since 2001 and is an executive director of UBS Global AM. Prior to joining UBS Global AM in 1993, he was a senior manager in the tax department at KPMG Peat Marwick. Mr. Digenan earned a B.S. at Marquette University and an M.S.T. from DePaul University. He is also a Chartered Financial Analyst.

Scott Hazen (UBS)

has been a member of the investment management team of RS Large Cap Value Fund since 2004.* Mr. Hazen, together with Mr. Digenan, is the primary strategist for the investment team, responsible for providing cross-industry and risk management assessments for portfolio construction for the Fund. Mr. Hazen has been a North American equity strategist at UBS Global AM since 2004 and is an executive director of UBS Global AM. From 1992 to 2004, Mr. Hazen was a client service and relationship management professional with UBS Global AM. Mr. Hazen earned a B.B.A. from the University of Notre Dame and an M.B.A. from the University of Chicago. Mr. Hazen is also a Chartered Financial Analyst.

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Portfolio Manager Biographies (continued)

John Leonard (UBS)

has been a member of the investment management team of RS Large Cap Value Fund since its inception.* Mr. Leonard serves as the head of the Fund’s investment team and is responsible for overseeing the other members of the team, leading the portfolio construction process and reviewing the overall composition of the Fund’s portfolio to ensure compliance with its stated investment objective and strategies. Mr. Leonard is the head of North American equities and the deputy global head of equities at UBS Global AM. Mr. Leonard is also a managing director of UBS Global AM and has been an investment professional with UBS Global AM since 1991. Prior to joining UBS Global AM in 1991, Mr. Leonard worked as an investment manager at a real estate management company. He holds an A.B. from Dartmouth College and an M.B.A. from the University of Chicago. Mr. Leonard is a Chartered Financial Analyst.

* Includes service as a portfolio manager or co-portfolio manager, as applicable, of the Fund’s Predecessor Fund for periods prior to October 9, 2006, the commencement of operations of the Fund.

The Statement of Additional Information provides further information about the portfolio managers, including information regarding their compensation, other accounts they manage, and their ownership interests in the Funds. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our Web site at www.RSinvestments.com.

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RS Value Fund

Co-Portfolio Managers

Andrew Pilara
MacKenzie Davis
David Kelley
Joe Wolf

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The RS Value Fund seeks to achieve long-term capital appreciation and invests principally in small and mid-cap companies as defined in our most current prospectus. The Fund invests using a value methodology combining balance sheet and cash flow analysis.

Investment Process
Cash flow return analysis drives our investment process. We invest in companies that manage capital, not earnings, and we look for businesses that we believe have sustainable, long-term returns in excess of their cost of capital. We seek managers who are thoughtful capital allocators within a strong corporate culture. We invest when our calculated warranted value substantially exceeds the current market price.

We intend to use these letters as a means not simply to review quarterly or annual performance, but to help our shareholders better understand our process and philosophy. We strive to employ a highly consistent, repeatable process when evaluating every investment opportunity, with the singular goal of generating superior long-term investment results. With that in mind, we thought it instructive to review a key rule of thumb that we employ, the “15% rule.”

In The Intelligent Investor, Benjamin Graham tells readers to:

Have the courage of your knowledge and experience. If you have formed a conclusion from the facts and if you know your judgment is sound, act on it — even though others may hesitate or differ. (You are neither right nor wrong because the crowd disagrees with you. You are right because your data and reasoning are right.) Similarly, in the world of securities, courage becomes the supreme virtue AFTER adequate knowledge and tested judgment are at hand.

Recognizing that we are not as eloquent as the founding father of value investing, we have come up with our own vernacular, the aforementioned “15% rule” – any investment, down 15% from cost, is generally either added to or eliminated from the portfolio. If we have done our work and the fundamentals haven’t changed we believe we should be buying more of the business. Value investors should be pleased to see the stock price decline as they begin to establish a position, as this will result in a lower aggregate cost basis. This is an obvious mathematical point, but runs contrary to the mindset of the typical investor who seeks validation from the short-term positive movement of stocks trading in the market. Our mandate is to identify investment opportunities where the chance to deploy additional capital at lower prices leaves us more excited, not less.

Perhaps an even more important aspect of this rule of thumb is the case where we are down 15% from cost, but have lost conviction in our thesis. Perhaps the fundamentals have changed. Perhaps we were simply wrong in analysis and our efforts to be contrarian. Regardless of the reason, if we don’t have the conviction to buy more, we generally believe we should sell. Investments that lose 15% of their value are clearly not a positive development, but are manageable within the context of a portfolio. Down 15% investments that balloon into down 40% positions undermine the long-term performance of the Fund. We pride ourselves on our downside protection statistics, and this framework helps us to minimize the impact of inevitable mistakes in a portfolio.

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RS Value Fund (continued)

Over time, we also have learned to apply the 15% rule before the first dollar of capital is committed. We force ourselves to envision the scenario(s) where we are down 15% from cost and ask ourselves how enthusiastic we are to commit more capital to the idea. It is amazing how many potential opportunities fail to hold up to this simple test. In portfolio management, some of the best investments are the ones you don’t make.

Performance
The RS Value Fund (Class A Shares) generated a return of 6.45% for the quarter and 12.54% year-to-date ended June 30, 2007 vs. 3.65% and 8.69%, respectively, for the benchmark Russell Midcap^® Value Index³. Over the past five years, ended June 30, 2007, the Fund has been up an average of 24.15% vs. 17.17% for the index. As is often the case, the performance during the quarter was less a function of our outperforming when the market was up and more a function of doing a better job of protecting capital on days when the market did poorly. Avoiding mistakes, protecting the downside, and preserving capital are primary tenets of our investment philosophy. Each of our investment professionals works to identify structural changes in businesses that will lead to improving returns on invested capital (ROIC). If we overlay improvements in returns with a strict valuation discipline requiring $3 to $5 of upside for every dollar of downside, we believe that we can successfully protect and compound our shareholders’ capital.

Portfolio Review

Financials
In the financials area, it continues to be a selective market. From a market perspective, the financials broadly underperformed, while the banks and real estate investment trusts (REITs) specifically did poorly. Our cautious stance on the group continued to play out in the quarter as the adverse impact of loose underwriting standards, an inverted yield curve, higher costs on liabilities, and a challenging mortgage market pressured returns for many financials. Although the weakness in the group has brought valuations to a more reasonable level, we continue to believe that returns for many companies will continue to deteriorate and that valuations do not fully reflect the fundamentals. Despite the difficult macro environment for financials, we have identified a select number of investment opportunities that we believe are attractive due to significant structural change leading to improving returns alongside asymmetric risk/return profiles. Below we highlight two such names: Ameriprise Financial (1.83% of assets as of 06/30/07) and Conseco, Inc. (1.89%).

We made our initial investment in Ameriprise Financial in October 2005, immediately following its spin-off from American Express. The company offers life and annuity products through its dedicated and independent agents and also owns the investment manager, RiverSource Funds. We were attracted to Ameriprise’s businesses because of the stronger growth and higher ROIC potential within its annuity segment as well as the high recurring cash flow, low capital intensity, and high-margin asset management business.

Our original thesis on Ameriprise was twofold: (1) The businesses had been significantly neglected and starved of capital while operating under American Express; given Ameriprise’s newfound independence, we believed there would be significant opportunity to reinvest and reallocate capital, improving ROIC in the various businesses. (2) At the time of the initial investment, we believed that the share price reflected the value of only the life insurance operations. We thought the market placed little value on the investment management business, which we estimated was generating nearly 40% of the business’s cash flows. Since our initial investment, the share price has increased as investors have come to realize the value of the different businesses.

Under the leadership of James Cracchiolo, management has taken some initial steps toward improving returns. Despite the share price appreciation, we believe that the stock reflects only the current return profile of the business. We expect a continued improvement in returns over the next two years as the investment management unit increases its contribution to overall cash flows. At current levels we believe that the market does not reflect the return profile of this structurally superior cash flow stream. Given the stability of the business and the positive changes we see ahead, we are confident that our downside is limited from current levels.

Our investment in Conseco is a relatively new position in the Fund. The company, which emerged from bankruptcy

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in 2003, underwrites life insurance, Medicare supplemental insurance, long-term care, and annuities with a focus on the senior market. Our investment case is predicated on the belief that the business’s returns have been significantly depressed as a result of legacy balance sheet issues and an inefficient operating structure. We expect that the business will improve as a result of a new management team’s taking the necessary corrective actions to strengthen the balance sheet and improve the return profile of the business.

In September 2006 the board of directors hired James Prieur, the president of Sun Life Financial (0.00%), who has made a career of repairing underperforming businesses. During his first nine months on the job, Prieur began the task of fixing the balance sheet by addressing reserve deficiencies and repricing poorly written policies within its legacy long-term care business. He is also consolidating back-office functions for efficiency, which we think should improve the quality and the competitiveness of the business. We believe that management will be able to repair the balance sheet and eventually find a way to remove the long-term care liability, which should significantly improve the business. In the meantime we are comfortable that downside is limited; we feel that the market affords very little credit for Conseco’s other stable and higher-returning businesses.

Consumer, Business Services, Health Care, and Technology
A relatively new position for the Fund and a positive contributor during the quarter is BEA Systems (2.61%), a leading supplier of enterprise and communications infrastructure software with an installed base of more than 15,000 customers, including a majority of the Fortune Global 500. We believe BEA’s software is the backbone behind mission-critical applications, such as the online reservation system for British Airways, the point-of-sale portal supporting Cingular’s U.S. dealer network, and the transaction-processing systems that run Credit Suisse’s trading desk. Up-time, high-performance, and reliability are absolutely critical in each of these cases. BEA typically receives a one time license fee for the sale of new software followed by an annual maintenance fee for providing ongoing technical support and product upgrades. Due to the mission-critical nature of the applications running on BEA’s software and the substantial up-front integration expense incurred, maintenance renewal rates typically run in excess of 95%. Combined with a gross margin structure of approximately 90%, BEA’s maintenance business (which has grown from 24% of total revenue in fiscal 2002 to 47% in fiscal 2007) generates a significant amount of highly predictable and recurring cash flow.

BEA’s stock recently came under pressure when the company failed to meet its license revenue growth projections. After a strong sell-off, we believed that the market was no longer giving the company proper credit for its durable maintenance business. Our numerous due diligence calls with customers, system integrators, channel partners, software industry experts and former employees of the company left us encouraged that BEA’s maintenance business remained healthy, and would likely continue to grow in excess of 10% annually. Based on a detailed cash flow analysis, we believe that BEA was trading at a significant discount to the warranted value of its maintenance business. We think the predictable and recurring cash flow stream of BEA’s maintenance business would make it an attractive asset to a number of financial or strategic buyers, providing us with a healthy level of downside protection and a free option on the company’s future growth.

We also found assurance in BEA’s pristine balance sheet, with zero debt and nearly $1.2 billion in cash. The company recently increased its stock buy back authorization to $620 million, and we expect it to actively repurchase shares once it is current with its Securities and Exchange Commission filings. Comfortable with our level of downside protection, we are willing to wait patiently while management repositions the company around its next-generation, service-oriented architecture (SOA) software offering. Whether SOA turns out to be an evolution or a revolution, we believe that BEA will be able to leverage its best-of-breed technology and strong existing customer relationships to capitalize on the next phase of industry growth.

Alexandria Real Estate Equities (1.83%) had a negative effect on performance for the quarter. Alexandria owns, manages, and develops office and lab space for life science customers such as Novartis, Glaxo, and Genentech

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RS Value Fund (continued)

as well as research universities like the Massachusetts Institute of Technology. As we have studied Alexandria over the past several years, we have come to appreciate its uniquely positioned asset base as well as its high-quality management team.

At present the company’s stabilized assets consist of roughly 160 buildings and 11 million square feet of office and lab space. The buildings—many of which are located in the research hubs of Boston, San Francisco, Raleigh-Durham, and Los Angeles—enjoy the benefits associated with tenant clustering. Alexandria’s markets are densely populated with companies that find immense value in being located near other companies with similar research-oriented missions. The life science research hubs, in which many of Alexandria’s buildings are located, benefit from a deep pool of human resources as well as access to capital equipment such as mass spectrometers (which costs millions of dollars) and other tools used to develop pharmaceutical compounds. By owning strategically located buildings with unique characteristics, the company is able to attract and retain solid tenants with the willingness to pay good and growing rents. In many cases, the heating and ventilation systems are significantly upgraded, and many of the buildings have facilities unique to its customer base, such as clean rooms and outfitted lab space. We commend the management team of Alexandria for the soundness and the consistency of its business plan and its high-quality execution.

The company’s team, led by Joel Marcus, has been disciplined and value-oriented, taking advantage of markets when they are out of favor (such as San Francisco from 2001 to 2003) and staying away from assets with poor risk/reward profiles, such as the Slough portfolio that recently traded at a very high price. We expect more of the same from Alexandria over the next five years, compounding the value of its franchise by converting low-basis land contiguous to the company’s existing portfolio into valuable, stabilized buildings. We believe that Alexandria will grow its gross asset base by more than 50% over the next several years. Given the flexibility of its balance sheet, we expect many of the company’s mid-teens projects will be financed with 6% to 7% debt, creating significant value for shareholders. We expect Alexandria to remain in the Fund for several years as its business plan continues to play out.

Natural Resources, Energy, Industrials, and Staples
For the past several years, investors in the natural resources space have benefited from broad, and occasionally rapid, increases in commodity prices. As we have discussed in previous letters, it was and is our contention that the resulting supply response will lead to lower commodity prices in the intermediate term (two to four years). We also believe, however, that deteriorating capital efficiencies will result in higher midcycle prices in the future, which will have a positive impact on the valuations of natural resources-related stocks. We continue to believe that while sector returns are highly correlated to fluctuations in commodity prices (i.e. the “average” producer creates no value across a price cycle), resource companies with high-quality assets, purchased at a discount to warranted value and run by management teams who are attuned to and motivated by ROIC, will generate superior risk-adjusted returns for the long-term investor vs. both passive commodity investments and resource-related stock indexes. Our estimates of warranted value are derived using our forward midcycle price assumptions, and we view the occasional commodity price spikes simply as “the cherry on top.” We are constructive about the long-term prospects in the natural resources space; our time horizon is years, not months or quarters.

Denbury Resources (1.54%), an independent oil and gas company, with a number of different assets across the southeastern United States, generated positive returns for Fund during the quarter. By far the most interesting to us is its ownership of Jackson Dome, the largest naturally occurring source of carbon dioxide east of the Mississippi River. In certain reservoirs, carbon dioxide can be injected to recover oil that was not produced using primary or secondary methods – this process is broadly termed enhanced oil recovery (EOR) or miscible flood. By owning the carbon dioxide source and the pipelines used to transport the gas from Jackson Dome to the producing fields, we expect Denbury can acquire older, mature oil assets and dramatically increase recoverable reserves at highly competitive capital and operating costs. We believe the pipeline network can be further leveraged to purchase industrial carbon dioxide streams from Gulf Coast refineries and coal-to-liquid plants, thereby increasing Denbury’s ability to transform abandoned oil fields into production

16     Call 1.800.766.FUND

and reserves. Denbury has recently signed a number of these contracts and has announced a strategic review of its underperforming exploration properties in Louisiana, which we think will further enhance its focus on EOR projects. We believe Denbury’s tertiary oil business is a prime example of an “advantaged asset” – a unique position that is defensible and unlikely to be competed away over long periods of time. We expect Denbury to remain a core position for the Fund going forward.

Spectra Energy (2.48%) remains a core holding, although it did not contribute to—nor detract from—performance. Spectra is a newly formed entity, having been spun off of Duke Energy (1.89%) at the end of last year, and is one of the largest natural gas processing, storage, and pipeline companies in North America. We believe that Spectra is very well positioned to take advantage of the continued need to move gas from the producing regions in the western portion of the continent to the consuming regions in the east, and that its storage assets will disproportionately benefit from the inevitable increase in large natural gas volumes destined for the United States. While management has laid out relatively modest earnings growth targets through 2009, we are attracted by the steady cash flows generated by the pipeline assets and the opportunity for further growth in both the storage and processing units.

At the time of the spin-off, management discussed the potential to drop certain assets into a master limited partnership over time. The first such transaction occurred at the end of the second quarter, with Spectra retaining 84% ownership of the limited partnership units as well as 100% of the general partnership units. The newly traded entity, up 30% in the first several days of trading, provides some indication of the latent value that we believe exists within Spectra’s asset base. As a stand-alone company, it appears that its management is able to allocate capital, and compensate its employees, on the basis of ROIC as opposed to earnings accretion, which we view as a key structural change. Finally, we are very pleased to invest in a company run by Chairman Paul Anderson and CEO Fred Fowler, two executives with a long history of value creation. We used short-term stock weakness to further build our position and expect Spectra to be a key long-term holding in the Fund.

Investment Team Update
We are pleased to announce that Martin Engel joins us as an analyst on the Value Team in San Francisco. Mr. Engel has worked in financial services for the past 10 years as an analyst in the private equity industry as well as at Phinity Capital, a New York-based hedge fund. Mr. Engel graduated with a B.S. in commerce from the University of Virginia and a M.B.A. from the Wharton School of the University of Pennsylvania.

We will continue to use these letters as an opportunity to communicate our investment objectives and business principles. Our long-term goal is to be considered one of the top value investment teams, which means striving to achieve superior long-term investment results. Our hope is that our investment philosophy, work ethic, and commitment to improvement are the foundation blocks to help us reach our goal. For us, being among the best involves not only achieving our investment objectives but also living by our principles:

• Alignment with shareholders

• Uncompromising integrity

• Respect for others

• Continuous learning

• A disciplined process

We appreciate your support.

Sincerely,

Andrew Pilara	MacKenzie Davis
Co-Portfolio Manager	Co-Portfolio Manager

David Kelley	Joe Wolf
Co-Portfolio Manager	Co-Portfolio Manager

www.RSinvestments.com     17

RS Value Fund (continued)

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

18     Call 1.800.766.FUND

Assets Under Management: $2,909,165,720 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Liberty Global, Inc.	4.58	%
Corrections Corp. of America	3.83	%
Limited Brands, Inc.	3.01	%
KKR Private Equity Investors	2.91	%
Scientific Games Corp.	2.90	%
Ambac Financial Group, Inc.	2.77	%
Apollo Group, Inc.	2.74	%
BEA Systems, Inc.	2.61	%
Allegheny Technologies, Inc.	2.54	%
Spectra Energy Corp.	2.48	%
Total	30.37	%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell Midcap® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap® Index with lower price-to-book ratios and lower forecasted growth values. (The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

www.RSinvestments.com     19

RS Value Fund (continued)

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Class A Shares	06/30/93
without sales charge		12.54	%	25.79	%	21.63	%	24.15	%	8.29	%	9.48	%
with maximum sales charge		7.19	%	19.84	%	19.68	%	22.96	%	7.76	%	9.10	%
Class C Shares†	05/01/07
without sales charge		—		—		—		—		—		2.32	%
with sales charge		—		—		—		—		—		1.32	%
Class K Shares†	12/04/06
without sales charge		12.32	%	—		—		—		—		12.25	%
Class Y Shares†	05/01/07
without sales charge		—		—		—		—		—		2.45	%
Russell Midcap® Value Index3		8.69	%	22.09	%	19.32	%	17.17	%	13.06	%	14.24	%
											Since Class A share inception
S&P 500® Index4		6.96	%	20.59	%	11.67	%	10.71	%	7.13	%	11.01	%
											Since Class A share inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

RS Value Fund’s Class C, Class K, and Class Y Shares “since inception” returns are not annualized and represent cumulative total return.

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Value Fund and in the Russell Midcap^® Value Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class C shares (05/01/07), Class K shares (12/04/06), and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $10,132 (Class C), $11,225 (Class K), and $10,245 (Class Y). While Class C shares and Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.34%, Class C 2.10%, Class K 1.80%, and Class Y 1.07%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

20     Call 1.800.766.FUND

RS Partners Fund

Co-Portfolio Managers
Andrew Pilara
MacKenzie Davis
David Kelley
Joe Wolf

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The RS Partners Fund seeks long-term growth. The Fund seeks to increase shareholder capital over the long term by investing in equity securities — principally of companies with market capitalizations of up to $3 billion — using a value methodology combining balance sheet analysis with cash flow analysis.

Investment Process
Cash flow return analysis drives our investment process. We invest in companies that manage capital, not earnings, and we look for businesses that we believe have sustainable, long-term returns in excess of their cost of capital. We seek managers who are thoughtful capital allocators within a strong corporate culture. We invest when our calculated warranted value substantially exceeds the current market price.

We intend to use these letters as a means not simply to review quarterly or annual performance, but to help our shareholders better understand our process and philosophy. We strive to employ a highly consistent, repeatable process when evaluating every investment opportunity, with the singular goal of generating superior long-term investment results. With that in mind, we thought it instructive to review a key rule of thumb that we employ, the “15% rule.”

In The Intelligent Investor, Benjamin Graham tells readers to:

Have the courage of your knowledge and experience. If you have formed a conclusion from the facts and if you know your judgment is sound, act on it — even though others may hesitate or differ. (You are neither right nor wrong because the crowd disagrees with you. You are right because your data and reasoning are right.) Similarly, in the world of securities, courage becomes the supreme virtue AFTER adequate knowledge and tested judgment are at hand.

Recognizing that we are not as eloquent as the founding father of value investing, we have come up with our own vernacular, the aforementioned “15% rule” – any investment, down 15% from cost, is generally either added to or eliminated from the portfolio. If we have done our work and the fundamentals haven’t changed we generally believe we should be buying more of the business. Value investors should be pleased to see the stock price decline as they begin to establish a position, as this will result in a lower aggregate cost basis. This is an obvious mathematical point, but runs contrary to the mindset of the typical investor who seeks validation from the short-term positive movement of stocks trading in the market. Our mandate is to identify investment opportunities where the chance to deploy additional capital at lower prices leaves us more excited, not less.

Perhaps an even more important aspect of this rule of thumb is the case where we are down 15% from cost, but have lost conviction in our thesis. Perhaps the fundamentals have changed. Perhaps we were simply wrong in analysis and our efforts to be contrarian. Regardless of the reason, if we don’t have the conviction to buy more, we generally believe we should sell. Investments that lose 15% of their value are clearly not a positive development, but are manageable within the context of a portfolio. Down 15% investments that balloon into down 40% positions undermine the long-term performance of the Fund. We pride ourselves on our downside protection statistics, and this framework helps us to minimize the impact of inevitable mistakes in a portfolio.

Over time, we also have learned to apply the 15% rule before the first dollar of capital is committed. We force ourselves to envision the scenario(s) where we are down 15% from cost and ask ourselves how enthusiastic we are to commit more capital to the idea. It is amazing how many potential opportunities fail to hold up to this simple test. In portfolio management, some of the best investments are the ones you don’t make.

www.RSinvestments.com     21

RS Partners Fund (continued)

Performance
The RS Partners Fund (Class A Shares) generated returns of 5.70% for the quarter and 10.16% year-to-date ended June 30, 2007 vs. 2.30% and 3.80%, respectively, for the benchmark Russell 2000^® Value Index³. Over the past five years,ended June 30, 2007, the Fund has been up an average of 23.12% vs. 14.62% for the index. As is often the case, the performance during the quarter was less a function of our outperforming when the market was up and more a function of doing a better job of protecting capital on days when the market did poorly. Avoiding mistakes, protecting the downside, and preserving capital are primary tenets of our investment philosophy. Each of our investment professionals works to identify structural changes in businesses that will lead to improving returns on invested capital (ROIC). If we overlay improvements in returns with a strict valuation discipline requiring $3 to $5 of upside for every dollar of downside, we believe that we can successfully protect and compound our shareholders’ capital.

Portfolio Review

Financials
In the financials area, it continues to be a selective market. From a market perspective, the financials broadly underperformed, while the banks and real estate investment trusts (REITs) specifically did poorly. Our cautious stance on the group continued to play out in the quarter as the adverse impact of loose underwriting standards, an inverted yield curve, higher costs on liabilities, and a challenging mortgage market pressured returns for many financials. Although the weakness in the group has brought valuations to a more reasonable level, we continue to believe that returns for many companies will continue to deteriorate and that valuations do not fully reflect the fundamentals. Despite the difficult macro environment for financials, we have identified a select number of investment opportunities that we believe are attractive due to significant structural change leading to improving returns alongside asymmetric risk/return profiles. Below we highlight two such names: Assured Guaranty (1.90% of assets as of 06/30/07) and Annaly Capital Management (2.08%).

Assured Guaranty is a Bermuda-based financial guarantor that was spun off from Ace Limited (0.00%) in 2004. Financial guaranty companies provide insurance on municipal bonds, asset-backed securities, and other forms of debt, which allows for a lower interest rate for an issuer than would otherwise be received. Because of the initial capital investment and the stringent requirements for obtaining the appropriate ratings, barriers to entry in the financial guaranty space are extremely high. Additionally, Assured, as well as its peers, writes to a “no loss” underwriting standard, which makes it important that each transaction be stress tested with draconian assumptions to protect its ratings. We believe that the highly consolidated and organized structure of the financial guaranty industry leads to consistent and predictable returns and cash flows.

Since Assured’s initial public offering, the company, led by Dominic Frederico, has taken steps to improve the risk profile of the organization as well as capital levels, which we think have dramatically improved its competitive position and should lead to better returns over time. The company has eliminated its exposure to individual corporate credits, which the ratings agencies viewed as being much riskier, and has focused on improving underwriting standards, which we think will lead to a significant capital build. The improved risk profile and capital levels have allowed the company to receive AAA ratings from two of the three major ratings agencies, and we expect a third upgrade to occur at some point. We believe the AAA rating will allow the company to write business at higher ROIC over time. With the shares trading at a very modest premium to book value and an embedded cash flow stream that we think is yet to be recognized, we remain comfortable that our downside is limited.

Annaly Capital is a mortgage real estate investment trust (REIT). The company invests exclusively in AAA agency mortgage securities issued by Fannie Mae (0.00%) and Freddie Mac (0.00%). Because of its corporate structure, Annaly pays out essentially all of its cash flows to shareholders in the form of dividends. With a solid management team and an improving return profile not yet fully appreciated by the market, we believe that Annaly has the attributes of a solid investment.

Management shares our view of the importance of ROIC and has a proven track record of prudently managing capital. In the past, management has demonstrated its willingness to shrink the investment portfolio when risk-adjusted returns were unattractive and did not meet

22     Call 1.800.766.FUND

hurdle rates. Even though this does not maximize near-term earnings and may be unpopular with the “Street,” we believe that this is the correct course of action because it protects shareholder capital.

Annaly is currently deploying capital at good and improving spreads (return on funds vs. cost of funds); and as more capital is recycled, we expect overall ROIC to improve over the next several years. In turn, we believe that better overall returns for the company will lead to improving distributable cash flow and higher dividend payouts. Most important, we believe that a solid, tangible book alongside a modest price-to-book valuation provides good downside protection.

Consumer, Business Services, Health Care, and Technology
During the quarter the Fund’s performance was helped by acquisitions of some of its positions in the consumer, business service, and technology areas. Announcements were made by third parties that intended to buy Coinmach (1.01%), Equity Inns (0.00%), and eFunds (1.44%).

When studying a business for its investment merits, we do not rely on the possibility that the business may be purchased during our investment horizon. We focus on the franchise value of an asset base and look to understand the durability of its business model and the consistency and the visibility of its cash flows. We often say that we are private equity investors of public securities, meaning that we seek to train our sights on businesses with compelling and unique assets that can be defended and compounded over time. Oftentimes, strategic and financial acquirers look for similar attributes.

In the case of Coinmach, we saw a plain-vanilla business with what we believed was very good management and steady returns. Coinmach provides access to laundry facilities for apartment complexes. In the regional markets in which the company chooses to compete, Coinmach dominates its distinct niche. By entering into long-term contracts with the best apartment operators, efficiently purchasing machines and supplies in bulk, and driving the utilization of its dense route network, Coinmach’s team has built a nice, defensible business. We were pleased that an outside suitor saw value in Coinmach’s assets and will pay a material control premium to purchase the company.

Another position being acquired is Equity Inns, a hotel REIT with a diversified portfolio of 132 limited-service hotels located primarily in secondary markets across 35 states. We believe Equity Inns’ lean corporate overhead, well-branded portfolio of young assets (97% Hilton, Marriott, or Hyatt), and attractive margin structure due to the low operating costs of running a limited-service hotel have enabled Equity Inns to be successful at generating relatively stable cash flows over the years despite being exposed to the ups and downs of the hotel cycle. At the time of our investment, Equity Inns’ hotel portfolio was trading at a significant discount to our peer, replacement cost, and private-market valuation analysis. Moreover, we were attracted to the high quality of Equity Inns’ management team (Howard Silver, Mitch Collins, Rich Mitchell, and Ed Ansbro) and saw substantial value in the company’s proprietary acquisition platform.

Over the past 13 years, we think management’s ability to forge strong and lasting relationships with a number of regional hotel developers has allowed the company to deploy more than $500 million of capital at very favorable cap rates (approximately 9% to 10% trailing) via non-competitive hotel acquisitions. We also liked the fact that we would be rewarded with a 6.4% annual dividend yield as we waited for the market to recognize Equity Inns’ true franchise value. Although we never base an investment decision on the hopes of a takeout, we were pleased when the company agreed to be acquired.

eFunds was another position that announced it will be acquired during the quarter. When we invested in eFunds, our sum-of-the-parts investment thesis caused us to expect that one of the company’s three segments was as valuable as the enterprise value of the entire company. We believed at the time that the difference between the available market price and the value of the unrecognized two segments was a very solid margin of safety. As it turned out, Fidelity National, a company that participates broadly in eFunds’ markets, also saw value in eFunds’ collection of assets, agreeing to buy the company at a meaningful premium to our cost basis.

One of our recent purchases, Lions Gate Entertainment (1.80%), a pure-play movie studio and distribution company, had a slightly negative impact on recent performance. We were attracted to its unique, low-risk business

www.RSinvestments.com     23

RS Partners Fund (continued)

model, which enables it to generate consistently high returns from individual film projects (a true rarity for a Hollywood studio). The key for Lions Gate is its ability to minimize risk by focusing on low-cost projects (Lions Gate films typically cost less than $30 million to produce vs. an industry average of well over $100 million) and by pre-selling international distribution rights to help fund upfront costs. We believe this discipline, along with its focus on niche film categories, such as horror, has permitted Lions Gate to produce very consistent results in a challenging industry. Furthermore, Lions Gate has a very valuable film library of more than 10,000 titles that generates approximately $75 million in annual cash flow. This is a very durable cash flow stream that requires no incremental investment and therefore warrants a premium valuation.

Lions Gate recently entered into a new film-financing relationship that we expect will further reduce its risk while allowing it to produce larger films with greater upside potential. Under this relationship, Lions Gate will put up significantly less of the upfront capital and will receive a guaranteed distribution fee in exchange for giving up some of the back-end profits. So while Lions Gate will share in less of the upside in the event of a blockbuster movie, we believe the lower required investment and the guaranteed distribution fee will result in lower volatility and significantly higher returns. This is a major structural change in the Lions Gate business model that we feel is unappreciated by investors.

We expect to see volatility in this stock in the short term based on weekly box-office numbers, as it did recently with weaker-than-expected results from Hostel 2, but we are confident that the outstanding economics and growth potential of this company will be reflected in the stock price over the long term.

Natural Resources, Energy, Industrials, and Staples
For the past several years, investors in the natural resources space have benefited from broad, and occasionally rapid, increases in commodity prices. As we have discussed in previous letters, it was and is our contention that the resulting supply response will lead to lower commodity prices in the intermediate term (two to four years). Importantly, however, we believe that deteriorating capital efficiencies will result in higher midcycle prices in the future, which will have a positive impact on the valuations of natural resources-related stocks. We continue to believe that while sector returns are highly correlated to fluctuations in commodity prices (i.e. the “average” producer creates no value across a price cycle), resource companies with high-quality assets, purchased at a discount to warranted value and run by management teams who are attuned to and motivated by ROIC, will generate superior risk-adjusted returns for the long-term investor vs. both passive commodity investments and resource-related stock indexes. Our estimates of warranted value are derived using our forward midcycle price assumptions, and we view the occasional commodity price spikes simply as “the cherry on top.” We are constructive about the long-term prospects in the natural resources space – our time horizon is years, not months or quarters.

A name with which long-time readers will be familiar and which contributed positively to returns is Peabody Energy (2.60%), the largest privately held coal company in the world. Peabody has a dominant position in the Powder River Basin and the Illinois Basin, and it substantially increased its presence in the metallurgical and thermal seaborne market via its acquisition of Excel in Australia. Despite increasing concern regarding coal as a fuel source and the need for continued development of efficacious carbon dioxide capture and sequestration technologies, we think it is very difficult to imagine a coherent U.S. energy policy in which coal is not a significant contributor. Due to a number of historical and logistical reasons, Powder River Basin coal is currently priced at a discount to other coals and at a significant discount to natural gas, which is its main substitute as a fuel source for electric utilities. Standing in an aboveground mine, staring at 70-foot coal seams, after having tunneled underground to view 4- to 6-foot seams in Appalachia, we believe it is clear that Powder River Basin coal is a much-higher-return proposition than the alternatives. We think Peabody’s management has a long track record of value creation as evidenced by the Excel acquisition just prior to China’s announcement that it has returned to a net importer status and Peabody’s decision to spin off the Appalachian operations into a stand-alone entity.

Finally, we believe that Peabody’s investment in mine mouth utilities as well as coal-to-liquid technologies

24     Call 1.800.766.FUND

represents a free option on efforts to monetize this country’s multi-century coal reserves. We always seek to differentiate between a stock’s value and the value of the business—the former fluctuates, often dramatically, over short periods of time; in Peabody’s case, we believe that the value of the underlying assets continues to compound at very attractive rates.

Specialty materials company Allegheny Technologies (2.58%) has been a significant contributor to the Fund’s long-term performance, although the stock suffered a rather lackluster quarter. Investors continue to associate the company with both the carbon steel and the commodity stainless steel markets, yet Allegheny has experienced a structural transformation over the past several years under the stewardship of CEO Pat Hassey. We remain constructive on the outlook for its specialty alloy and titanium businesses and believe that we will benefit from the extended cycle in a number of its end markets.

Investment Team Update
We are pleased to announce that Martin Engel joins us as an analyst on the Value Team in San Francisco. Mr. Engel has worked in financial services for the past 10 years as an analyst in the private equity industry as well as at Phinity Capital, a New York-based hedge fund. Mr. Engel graduated with a B.S. in commerce from the University of Virginia and a M.B.A. from the Wharton School of the University of Pennsylvania.

We will continue to use these letters as an opportunity to communicate our investment objectives and business principles. Our long-term goal is to be considered one of the top value investment teams, which means striving to achieve superior long-term investment results. Our hope is that our investment philosophy, work ethic, and commitment to improvement are the foundation blocks to help us reach our goal. For us, being among the best involves not only achieving our investment objectives but also living by our principles:

• Alignment with shareholders

• Uncompromising integrity

• Respect for others

• Continuous learning

• A disciplined process

We appreciate your support.

Sincerely,

Andrew Pilara	MacKenzie Davis
Co-Portfolio Manager	Co-Portfolio Manager
David Kelley	Joe Wolf
Co-Portfolio Manager	Co-Portfolio Manager

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     25

RS Partners Fund (continued)

Assets Under Management: $3,073,340,776 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Corrections Corp. of America		4.38	%
Key Energy Services, Inc.		3.89	%
Liberty Global, Inc.		3.27	%
Corinthian Colleges, Inc.		3.11	%
Triarc Cos., Inc.		3.07	%
KKR Private Equity Investors, L.P.		2.97	%
KKR Financial Holdings LLC		2.71	%
Peabody Energy Corp.		2.60	%
Allegheny Technologies, Inc.		2.58	%
Hanover Insurance Group, Inc		2.54	%
Total		31.12	%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 2000® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with lower price-to-book ratios and lower forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

26     Call 1.800.766.FUND

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Class A Shares	07/12/95
without sales charge		10.16	%	16.69	%	18.48	%	23.12	%	14.29	%	16.38	%
with maximum sales charge		4.92	%	11.14	%	16.57	%	21.93	%	13.73	%	15.91	%
Class K Shares†	10/13/06
without sales charge		9.84	%	—		—		—		—		15.01	%
Class Y Shares†	05/01/07
without sales charge		—		—		—		—		—		2.09	%
Russell 2000® Value Index3		3.80	%	16.05	%	15.02	%	14.62	%	12.14	%	13.89	%
											Since Class A share inception
S&P 500® Index4		6.96	%	20.59	%	11.67	%	10.71	%	7.13	%	10.42	%
											Since Class A share inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

RS Partners Fund Class K and Class Y Shares “since inception” returns are not annualized and represent cumulative total return.

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Partners Fund and in the Russell 2000^® Value Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class K shares (10/13/06) and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $11,501 (Class K) and $10,209 (Class Y). While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.50%, Class K 1.95%, and Class Y 1.22%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Funds’ fees and expenses as detailed in the Funds’ most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

www.RSinvestments.com     27

RS Investors Fund

Co-Portfolio Managers
Andrew Pilara
MacKenzie Davis
David Kelley
Joe Wolf

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The RS Investors Fund seeks long-term capital appreciation by investing in companies that RS Investments believes are undervalued. The Fund will normally hold 20 to 40 securities and invest in value-oriented equities across small-, mid-, and large-market capitalizations.

Investment Process
Cash flow return analysis drives our investment process. We invest in companies that manage capital, not earnings, and we look for businesses that we believe have sustainable, long-term returns in excess of their cost of capital. We seek managers who are thoughtful capital allocators within a strong corporate culture. We invest when our calculated warranted value substantially exceeds the current market price.

We intend to use these letters as a means not simply to review quarterly or annual performance, but to help our shareholders better understand our process and philosophy. We strive to employ a highly consistent, repeatable process when evaluating every investment opportunity, with the singular goal of generating superior long-term investment results. With that in mind, we thought it instructive to review a key rule of thumb that we employ, the “15% rule.”

In The Intelligent Investor, Benjamin Graham tells readers to:

Have the courage of your knowledge and experience. If you have formed a conclusion from the facts and if you know your judgment is sound, act on it — even though others may hesitate or differ. (You are neither right nor wrong because the crowd disagrees with you. You are right because your data and reasoning are right.) Similarly, in the world of securities, courage becomes the supreme virtue AFTER adequate knowledge and tested judgment are at hand.

Recognizing that we are not as eloquent as the founding father of value investing, we have come up with our own vernacular, the aforementioned “15% rule” – any investment, down 15% from cost, is generally either added to or eliminated from the portfolio. If we have done our work and the fundamentals haven’t changed we generally believe we should be buying more of the business. Value investors should be pleased to see the stock price decline as they begin to establish a position, as this will result in a lower aggregate cost basis. This is an obvious mathematical point, but runs contrary to the mindset of the typical investor who seeks validation from the short-term positive movement of stocks trading in the market. Our mandate is to identify investment opportunities where the chance to deploy additional capital at lower prices leaves us more excited, not less.

Perhaps an even more important aspect of this rule of thumb is the case where we are down 15% from cost, but have lost conviction in our thesis. Perhaps the fundamentals have changed. Perhaps we were simply wrong in analysis and our efforts to be contrarian. Regardless of the reason, if we don’t have the conviction to buy more, we generally believe we should sell. Investments that lose 15% of their value are clearly not a positive development, but are manageable within the context of a portfolio. Down 15% investments that balloon into down 40% positions undermine the long-term performance of the Fund. We pride ourselves on our downside protection statistics, and this framework helps us to minimize the impact of inevitable mistakes in a portfolio.

Over time, we also have learned to apply the 15% rule before the first dollar of capital is committed. We force ourselves to envision the scenario(s) where we are down 15% from cost and ask ourselves how enthusiastic we are to commit more capital to the idea. It is amazing how many potential opportunities fail to hold up to this simple test. In portfolio management, some of the best investments are the ones you don’t make.

28     Call 1.800.766.FUND

Performance
The RS Investors Fund (Class A Shares) generated returns of 7.41% for the quarter and 9.79% for the six months ended June 30, 2007 vs. 5.77% and 7.11%, respectively for the Russell 3000^® Index³. As is often the case, the performance during the quarter was less a function of our outperforming when the market was up and more a function of doing a better job of protecting capital on days when the market did poorly. Avoiding mistakes, protecting the downside, and preserving capital are primary tenets of our investment philosophy. Each of our investment professionals works to identify structural changes in businesses that will lead to improving returns on invested capital (ROIC). If we overlay improvements in returns with a strict valuation discipline requiring $3 to $5 of upside for every dollar of downside, we believe that we can successfully protect and compound our shareholders’ capital.

Portfolio Review

Financials
In the financials area, it continues to be a selective market. From a market perspective, the financials broadly underperformed, while the banks and real estate investment trusts (REITs) specifically did poorly. Our cautious stance on the group continued to play out in the quarter as the adverse impact of loose underwriting standards, an inverted yield curve, higher costs on liabilities, and a challenging mortgage market pressured returns for many financials. Although the weakness in the group has brought valuations to a more reasonable level, we continue to believe that returns for many companies will continue to deteriorate and that valuations do not fully reflect the fundamentals. Despite the difficult macro environment for financials, we have identified a select number of investment opportunities that we believe are attractive due to structural change leading to improving returns alongside asymmetric risk/return profiles. Below we highlight two such names: KKR Financial (2.83% assets as of 06/30/07%) and Fidelity National Financial (3.72%).

KKR Financial is a real estate investment trust that invests in mortgages, mortgage-backed securities, corporate loans, debt securities, and other asset-backed securities. Because KKR Financial is structured as a REIT, the company pays out essentially all of its cash flows to shareholders in the form of dividends. KKR Financial exhibits many of the attributes that we look for in the companies in which we invest, namely a strong management team, structural change driving improving ROIC, and an attractive asymmetry of returns.

We believe that the company is led by a strong management team that shares our view on the importance of returns on invested capital. For example, the company has stated that all of its investments must meet return hurdles. We understand that management is willing to forgo growth if it believes that the returns on incremental investments fail to meet those return hurdles. We also believe that the company’s announcement of its proposed change of corporate structure from a mortgage REIT to a limited liability company will free KKR Financial from restrictive REIT investment rules, provide the company with greater investment flexibility, and allow it to allocate capital away from unattractive investments and toward more attractive opportunities. We expect ROIC to improve significantly over the next several years because of this corporate structure change, which in turn should lead to higher dividend growth and improved valuations. We believe the current modest price-to-book valuation of 1.2 times should provide downside protection, thus creating an attractive asymmetry of returns for investors.

Fidelity National Financial is a provider of title insurance, escrow, and other title-related products and services arising from the real estate closing process. The company’s operations are conducted on a direct basis through its own employees, who act as title and escrow agents as well as independent agents. Headed by William Foley, we think Fidelity National is an exceptionally well-run company with views regarding the importance of ROIC that are very similar to our own. For example we have observed that Fidelity National takes significant amounts of cash flow generated from its title and escrow operations and redeploys the capital into other businesses at significantly higher rates of return, which we believe will lead to material increases in shareholder value over time.

We made our initial investment in Fidelity National during the fourth quarter of 2006 under the belief that this was an underappreciated, strong cash flow generator,

www.RSinvestments.com     29

RS Investors Fund (continued)

with an exceptional management team. We believed that the company was trading materially below its warranted value as a result of misperceptions regarding the negative impact of declines in mortgage activity. After stress-testing numerous scenarios and looking at the shares on a sum-of-the-parts basis, we believe that the significant cash flow generating title and escrow operations was trading at an exceptionally high 13% reinvestment cash flow yield, assuming reasonable valuations for its specialty insurance business and other assets on the balance sheet, as well as generating a 5% dividend yield. In addition, the company recently announced the acquisition of Ceridian (0.00%), an underperforming high cash flow generating payroll and payment processor. We expect that management will materially improve the ROIC of the business and find a way to realize the increased value for shareholders over the course of the next couple of years.

Consumer, Business Services, Health Care, and Technology
A relatively new position for the Fund and a positive contributor during the quarter is BEA Systems (3.68%), a leading supplier of enterprise and communications infrastructure software with an installed base of more than 15,000 customers, including a majority of the Fortune Global 500. We believe BEA’s software is the backbone behind mission-critical applications, such as the online reservation system for British Airways, the point-of-sale portal supporting Cingular’s U.S. dealer network, and the transaction-processing systems that run Credit Suisse’s trading desk. Up-time, high-performance, and reliability are absolutely critical in each of these cases. BEA typically receives a one time license fee for the sale of new software followed by an annual maintenance fee for providing ongoing technical support and product upgrades. Due to the mission-critical nature of the applications running on BEA’s software and the substantial up-front integration expense incurred, maintenance renewal rates typically run in excess of 95%. Combined with a gross margin structure of approximately 90%, BEA’s maintenance business (which has grown from 24% of total revenue in fiscal 2002 to 47% in fiscal 2007) generates a significant amount of highly predictable and recurring cash flow.

BEA’s stock recently came under pressure when the company failed to meet its license revenue growth projections. After a strong sell-off, we believed that the market was no longer giving the company proper credit for its durable maintenance business. Our numerous due diligence calls with customers, system integrators, channel partners, software industry experts and former employees of the company left us encouraged that BEA’s maintenance business remained healthy, and would likely continue to grow in excess of 10% annually. Based on a detailed cash flow analysis, we believe that BEA was trading at a significant discount to the warranted value of its maintenance business. We think the predictable and recurring cash flow stream of BEA’s maintenance business would make it an attractive asset to a number of financial or strategic buyers, providing us with a healthy level of downside protection and a free option on the company’s future growth.

We also found assurance in BEA’s pristine balance sheet, with zero debt and nearly $1.2 billion in cash. The company recently increased its stock buy back authorization to $620 million, and we expect it to actively repurchase shares once it is current with its Securities and Exchange Commission filings. Comfortable with our level of downside protection, we are willing to wait patiently while management repositions the company around its next-generation, service-oriented architecture (SOA) software offering. Whether SOA turns out to be an evolution or a revolution, we believe that BEA will be able to leverage its best-of-breed technology and strong existing customer relationships to capitalize on the next phase of industry growth.

MI Development (2.66%) slightly detracted from the Fund’s quarterly performance. As mentioned in previous commentaries, in 2003 MI Development was spun from Magna International (0.00%), the big Canadian auto parts maker and contract manufacturer. MI Development owns much of the real estate and facilities in which Magna manufactures and assembles its products for global auto original equipment manufactuers. MI Development’s assets consist of more than 110 buildings with over 25 million square feet of space. MI Development also owns 60% of Magna Entertainment (0.00%), a parimutuel company with significant land

30     Call 1.800.766.FUND

holdings. MI Development’s long-term leases with Magna International throw off roughly $170 million of cash flow, and have built-in escalators that kick in over time. It is also worth noting that MI Development’s tenant, Magna International, is a company with several billion dollars of excess cash on its balance sheet, making it a solid credit. With very little debt on its balance sheet, we believe that MI Development will be able to increase shareholder value by either adding good assets with low-cost funds, or by shrinking its equity base by recapi-talizing the company. Over time we think it is also possible MI Development may become a REIT, thereby achieving a preferred tax status. With a current enterprise value of approximately $1.7 billion, we believe that our assessment of warranted value for the business is materially higher than the prevailing market price and we plan to hold MI Development for the foreseeable future.

Natural Resources, Energy, Industrials, and Staples
For the past several years, investors in the natural resources space have benefited from broad, and occasionally rapid, increases in commodity prices. As we have discussed in previous letters, it was and is our contention that the resulting supply response will lead to lower commodity prices in the intermediate term (two to four years). We also believe, however, that deteriorating capital efficiencies will result in higher midcycle prices in the future, which will have a positive impact on the valuations of natural resources-related stocks. We continue to believe that while sector returns are highly correlated to fluctuations in commodity prices (i.e. the “average” producer creates no value across a price cycle), resource companies with high-quality assets, purchased at a discount to warranted value and run by management teams who are attuned to and motivated by ROIC, will generate superior risk-adjusted returns for the long-term investor vs. both passive commodity investments and resource-related stock indexes. Our estimates of warranted value are derived using our forward midcycle price assumptions, and we view the occasional commodity price spikes simply as “the cherry on top.” We are constructive about the long-term prospects in the natural resources space; our time horizon is years, not months or quarters.

Denbury Resources (3.21%), an independent oil and gas company, with a number of different assets across the southeastern United States, generated positive returns for the Fund during the quarter. By far the most interesting to us is its ownership of Jackson Dome, the largest naturally occurring source of carbon dioxide east of the Mississippi River. In certain reservoirs, carbon dioxide can be injected to recover oil that was not produced using primary or secondary methods – this process is broadly termed enhanced oil recovery (EOR) or miscible flood. By owning the carbon dioxide source and the pipelines used to transport the gas from Jackson Dome to the producing fields, we expect that Denbury can acquire older, mature oil assets and dramatically increase recoverable reserves at highly competitive capital and operating costs. We believe the pipeline network can be further leveraged to purchase industrial carbon dioxide streams from Gulf Coast refineries and coal-to-liquid plants, thereby increasing Denbury’s ability to transform abandoned oil fields into production and reserves. Denbury has recently signed a number of these contracts and has announced a strategic review of its underperforming exploration properties in Louisiana, which we think will further enhance its focus on EOR projects. We believe Denbury’s tertiary oil business is a prime example of an “advantaged asset” – a unique position that is defensible and unlikely to be competed away over long periods of time. We expect Denbury to remain a core position for the Fund going forward.

Spectra Energy (3.05%) remains a core holding, although it did not contribute to—nor detract from—performance. Spectra is a newly formed entity, having been spun off of Duke Energy (0.00%) at the end of last year, and is one of the largest natural gas processing, storage, and pipeline companies in North America. We believe that Spectra is very well positioned to take advantage of the continued need to move gas from the producing regions in the western portion of the continent to the consuming regions in the east, and that its storage assets will disproportionately benefit from the inevitable increase in large natural gas volumes destined for the United States. While management has laid out relatively modest earnings growth targets through 2009, we are attracted by the steady cash flows generated by the pipeline assets and the opportunity for further growth in both the storage and processing units.

www.RSinvestments.com     31

RS Investors Fund (continued)

At the time of the spin-off, management discussed the potential to drop certain assets into a master limited partnership over time. The first such transaction occurred at the end of the second quarter, with Spectra retaining 84% ownership of the limited partnership units as well as 100% of the general partnership units. The newly traded entity, up 30% in the first several days of trading, provides some indication of the latent value that we believe exists within Spectra’s asset base. As a stand-alone company it appears that, its management is able to allocate capital, and compensate its employees, on the basis of ROIC as opposed to earnings accretion, which we view as a key structural change. Finally, we are very pleased to invest in a company run by Chairman Paul Anderson and CEO Fred Fowler, two executives with a long history of value creation. We used short-term stock weakness to further build our position and expect Spectra to be a key long-term holding in the Fund.

Investment Team Update
We are pleased to announce that Martin Engel joins us as an analyst on the Value Team in San Francisco. Mr. Engel has worked in financial services for the past 10 years as an analyst in the private equity industry as well as at Phinity Capital, a New York-based hedge fund. Mr. Engel graduated with a B.S. in commerce from the University of Virginia and a M.B.A. from the Wharton School of the University of Pennsylvania.

We will continue to use these letters as an opportunity to communicate our investment objectives and business principles. Our long-term goal is to be considered one of the top value investment teams, which means striving to achieve superior long-term investment results. Our hope is that our investment philosophy, work ethic, and commitment to improvement are the foundation blocks to help us reach our goal. For us, being among the best involves not only achieving our investment objectives but also living by our principles:

• Alignment with shareholders

• Uncompromising integrity

• Respect for others

• Continuous learning

• A disciplined process

We appreciate your support.

Sincerely,

Andrew Pilara	MacKenzie Davis
Co-Portfolio Manager	Co-Portfolio Manager
David Kelley	Joe Wolf
Co-Portfolio Manager	Co-Portfolio Manager

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

32     Call 1.800.766.FUND

Assets Under Management: $71,546,134 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Liberty Global, Inc.	6.00	%
Corinthian Colleges, Inc.	5.43	%
Scientific Games Corp.	4.94	%
Limited Brands, Inc.	4.79	%
Ambac Financial Group, Inc.	4.75	%
KKR Private Equity Investors, L.P.	4.62	%
Key Energy Services, Inc.	4.61	%
Carter’s, Inc.	4.61	%
Fidelity National Financial, Inc.	3.72	%
BEA Systems, Inc.	3.68	%
Total	47.16	%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. As of the latest reconstitution, the average market capitalization was approximately $4.8 billion; the median market capitalization was approximately $944.7 million. The index had a total market capitalization range of approximately $182.6 million to $386.9 billion. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees or expenses.

www.RSinvestments.com     33

RS Investors Fund (continued)

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception					Since
	Date	Year-to-Date		1 Year		Inception
Class A Shares	11/15/05
without sales charge		9.79	%	26.86	%	20.18	%
with maximum sales charge		4.54	%	20.83	%	16.61	%
Class K Shares†	01/03/07
without sales charge		—		—		9.99	%
Class Y Shares†	05/01/07
without sales charge		—		—		2.79	%
Russell 3000® Index3		7.11	%	20.07	%	15.57	%
						Since Class A
						share inception
S&P 500® Index4		6.96	%	20.59	%	15.37	%
						Since Class A
						share inception

4

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

†

RS Investors Fund’s Class K and Class Y Shares “since inception” returns are not annualized and represent cumulative return.

Results of a Hypothetical $10,000 Investment
If invested on 11/15/05

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Investors Fund and in the Russell 3000^® Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class K shares (01/03/07) and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $10,999 (Class K) and $10,279 (Class Y). While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.59%, Class C 2.35%, Class K 2.05%, and Class Y 1.32%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

34     Call 1.800.766.FUND

RS Global Natural Resources Fund

Co-Portfolio Managers

Andrew Pilara

MacKenzie Davis

Kenneth Settles

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
The RS Global Natural Resources Fund seeks long-term capital appreciation by investing in companies 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.

Investment Process
Cash flow return analysis drives our investment process. We invest in companies that manage capital, not earnings, and we look for businesses that we believe have sustainable, long-term returns in excess of their cost of capital. We seek managers who are thoughtful capital allocators within a strong corporate culture. We invest when our calculated warranted value substantially exceeds the current market price.

We intend to use these letters as a means not simply to review quarterly or annual performance, but to help our shareholders better understand our process and philosophy. We strive to employ a highly consistent, repeatable process when evaluating every investment opportunity, with the singular goal of generating superior long-term investment results. With that in mind, we thought it instructive to review a key rule of thumb that we employ, the “15% rule.”

In The Intelligent Investor, Benjamin Graham tells readers to:

Have the courage of your knowledge and experience. If you have formed a conclusion from the facts and if you know your judgment is sound, act on it -- even though others may hesitate or differ. (You are neither right nor wrong because the crowd disagrees with you. You are right because your data and reasoning are right.) Similarly, in the world of securities, courage becomes the supreme virtue AFTER adequate knowledge and tested judgment are at hand.

Recognizing that we are not as eloquent as the founding father of value investing, we have come up with our own vernacular, the aforementioned “15% rule” – any investment, down 15% from cost, is generally either added to or eliminated from the portfolio. If we have done our work and the fundamentals haven’t changed we generally believe we should be buying more of the business. Value investors should be pleased to see the stock price decline as they begin to establish a position, as this will result in a lower aggregate cost basis. This is an obvious mathematical point, but runs contrary to the mindset of the typical investor who seeks validation from the short-term positive movement of stocks trading in the market. Our mandate is to identify investment opportunities where the chance to deploy additional capital at lower prices leaves us more excited, not less.

Perhaps an even more important aspect of this rule of thumb is the case where we are down 15% from cost, but have lost conviction in our thesis. Perhaps the fundamentals have changed. Perhaps we were simply wrong in analysis and our efforts to be contrarian. Regardless of the reason, if we don’t have the conviction to buy more, we generally believe we should sell. Investments that lose 15% of their value are clearly not a positive development, but are manageable within the context of a portfolio. Down 15% investments that balloon into down 40% positions undermine the long-term performance of the Fund. We pride ourselves on our downside protection statistics, and this framework helps us to minimize the impact of inevitable mistakes in a portfolio.

Over time, we also have learned to apply the 15% rule before the first dollar of capital is committed. We force ourselves to envision the scenario(s) where we are down 15% from cost and ask ourselves how enthusiastic we are to commit more capital to the idea. It is amazing how many potential opportunities fail to hold up to this simple test. In portfolio management, some of the best investments are the ones you don’t make.

www.RSinvestments.com     35

RS Global Natural Resources Fund (continued)

Performance
The RS Global Natural Resources Fund (Class A Shares) generated returns of 10.77% for the quarter ended June 30, 2007 vs. 14.78% for the S&P GSSI^TM Natural Resources Index (S&P GSSI^TM)³, and 6.28% for the S&P 500^® Index⁵. For the six months ended June 30, 2007, the Fund returned 18.71% vs. 19.32% for the S&P GSSI, and 6.96% for the S&P 500 Index. Over the past five years ended June 30, 2007, the Fund has been up an average of 27.67% vs. 22.28% and 10.71%, respectively for the S&P GSSI and S&P 500 Index.

For the past several years, investors in the natural resources space have benefited from broad, and occasionally rapid, increases in commodity prices. As we have discussed in previous letters, it was and is our contention that the resulting supply response will lead to lower commodity prices in the intermediate term (two to four years). We also believe, however, that deteriorating capital efficiencies will result in higher midcycle prices in the future, which will have a positive impact on the valuations of natural resources-related stocks. We continue to believe that while sector returns are highly correlated to fluctuations in commodity prices (i.e. the “average” producer creates no value across a price cycle), resource companies with high-quality assets, purchased at a discount to warranted value and run by management teams who are attuned to and motivated by ROIC, will generate superior risk-adjusted returns for the long-term investor vs. both passive commodity investments and resources-related stock indexes. Our estimates of warranted value are derived using our forward midcycle price assumptions, and we view the occasional commodity price spikes simply as “the cherry on top.” We are constructive about the long-term prospects in the natural resources space; our time horizon is years, not months or quarters. If a strong, speculative bull market persists in 2007, the Fund will likely underperform its peers and the benchmark. We are not positioned to generate excess returns in a speculative market. We believe that we are paid to optimize the portfolio for long-term results, being careful not to make outsized mistakes, thereby giving the Fund the best chance to compound wealth over time.

Portfolio Review
The Fund remains diversified across commodities. There were limited changes to sector weightings during the second quarter, with oil and natural gas representing 26% of the portfolio, energy services 14%, coal 9%, basic materials 25%, utilities 9%, chemicals/industrials 7%, cash and other 10% at the end of the period.

Denbury Resources (5.27% of assets as of 06/30/07), which we have owned for several years, was the largest positive contributor to returns during the quarter. Denbury is an independent oil and gas company with a number of different assets across the southeastern United States. By far the most interesting to us is its ownership of Jackson Dome, the largest naturally occurring source of carbon dioxide east of the Mississippi River. In certain reservoirs carbon dioxide can be injected to recover oil that was not produced using primary or secondary methods; this process is broadly termed enhanced oil recovery (EOR), or miscible flood. By owning the carbon dioxide source and the pipelines used to transport the gas from Jackson Dome to the producing fields, we expect that Denbury can acquire older, mature oil assets and dramatically increase recoverable reserves at highly competitive capital and operating costs. The pipeline network can be further leveraged to purchase industrial carbon dioxide streams from Gulf Coast refineries and coal-to-liquid plants, thereby increasing Denbury’s ability to transform abandoned oil fields into production and reserves. Denbury has recently signed a number of these contracts and has announced a strategic review of its underperforming exploration properties in Louisiana, which we think will further enhance its focus on EOR projects. We believe Denbury’s tertiary oil business is a prime example of an “advantaged asset”—a unique position that is defensible and unlikely to be competed away over long periods of time. We expect Denbury to remain a core position for the Fund going forward.

Another name with which long-time readers will be familiar and which contributed positively to returns is Peabody Energy (4.00%), the largest privately held coal company in the world. Peabody has a dominant position in the Powder River Basin and the Illinois Basin, and it substantially increased its presence in the metallurgical and thermal seaborne market via its acquisition of Excel Industries in Australia. Despite increasing concern regarding coal as a fuel source and the need for continued development of

36     Call 1.800.766.FUND

efficacious carbon dioxide capture and sequestration technologies, we think it is very difficult to imagine a coherent U.S. energy policy in which coal is not a significant contributor. Due to a number of historical and logistical reasons, Powder River Basin coal is currently priced at a discount to other coals and at a significant discount to natural gas, which is its main substitute as a fuel source for electric utilities. Standing in an aboveground mine, staring at 70-foot coal seams, after having tunneled underground to view 4- to 6-foot seams in Appalachia, we believe it is clear that Powder River Basin coal is a much-higher-return proposition than the alternatives. We think Peabody’s management has a long track record of value creation as evidenced by the Excel acquisition just prior to China’s announcement that it has returned to a net importer status and Peabody’s decision to spin off the Appalachian operations into a stand-alone entity. Finally, we believe that Peabody’s investment in mine mouth utilities as well as coal-to-liquid technologies represents a free option on efforts to monetize this country’s multi-century coal reserves. We always seek to differentiate between a stock’s value and the value of the business—the former fluctuates, often dramatically, over short periods of time; in Peabody’s case, we believe that the value of the underlying assets continues to compound at very attractive rates.

Spectra Energy (3.05%) remains a core holding, although it did not contribute to—nor detract from—performance. Spectra is a newly formed entity, having been spun off of Duke Energy (2.51%) at the end of last year, and is one of the largest natural gas processing, storage, and pipeline companies in North America. We believe that Spectra is very well positioned to take advantage of the continued need to move gas from the producing regions in the western portion of the continent to the consuming regions in the east, and that its storage assets will disproportionately benefit from the inevitable increase in large natural gas volumes destined for the United States. While management has laid out relatively modest earnings growth targets through 2009, we are attracted by the steady cash flows generated by the pipeline assets and the opportunity for further growth in both the storage and processing units.

At the time of the spin-off, management discussed the potential to drop certain assets into a master limited partnership over time. The first such transaction occurred at the end of the second quarter, with Spectra retaining 84% ownership of the limited partnership units as well as 100% of the general partnership units. The newly traded entity, up 30% in the first several days of trading, provides some indication of the latent value that we believe exists within Spectra’s asset base. As a stand-alone company, it appears that its management is able to allocate capital, and compensate its employees, on the basis of ROIC as opposed to earnings accretion, which we view as a key structural change. Finally, we are very pleased to invest in a company run by Chairman Paul Anderson and CEO Fred Fowler, two executives with a long history of value creation. We used short-term stock weakness to further build our position and expect Spectra to be a key long-term holding in the Fund.

Specialty materials company Allegheny Technologies (5.41%) has been a significant contributor to the Fund’s long-term performance, although the stock suffered a rather lackluster quarter. Investors continue to associate the company with both the carbon steel and the commodity stainless steel markets, yet Allegheny has experienced a structural transformation over the past several years under the stewardship of CEO Pat Hassey. We remain constructive on the outlook for its specialty alloy and titanium businesses and believe that we will benefit from the extended cycle in a number of its end markets.

Another name that had a negative impact on the Fund was Kinross Gold Corporation (2.18%). As we have discussed previously, investing in gold-mining companies is challenging because the stock market rewards value-destructive capital allocation—mining gold at almost any cost and spending significant sums to explore for “the next big one.” Finding a good business (in our view, for a commodity company, one with first-quartile capital and operating expenses and a large inventory of investable projects) that happens to mine for gold is extraordinarily difficult. Many of our best investments are based on the identification of an inflection point in a company’s return profile from below cost of capital to above cost of capital, however; and this is the situation we believe we have with Kinross. Following the Bema acquisition, Kinross is now bringing three large-scale projects into development. As these projects come online, we believe the company will increase production 65% and, critically, obtain a 20% reduction in cash operating costs. We have spent a significant amount of time with CEO Tye Burt and believe that his focus on value creation will pay dividends for long-term shareholders.

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RS Global Natural Resources Fund (continued)

Outlook
In 2006 we laid out a thesis summarizing our medium-term fundamental commodity outlook. To recap:

• Commodity prices will be lower in three years primarily driven by a supply response to current high prices.

• Forward midcycle prices will be higher than historical averages due to increased capital costs.

• Commodity-related companies that generate returns in excess of their cost of capital at midcycle commodity prices will generate superior risk-adjusted returns vs. a direct investment in the commodities.

Through the second quarter of 2007, there is little evidence to suggest that our thesis has changed, as we appear to be witnessing the impact of incremental supply in certain base metals and the hydrocarbon sectors. Importantly, however, we believe there has been no reversal to the continued deterioration of capital efficiencies in the production of any of the commodities, and it is this factor that we think will ultimately establish forward mid-cycle prices, and thus valuations.

Again, we do not profess to have any particular insight into the direction of near-term commodity prices or the related equities. Instead we view the market as a medium through which we hope to realize our estimate of a particular holding’s warranted value over a three- to five-year investment horizon. We deploy the Fund’s capital with an eye toward optimizing long-term results, and we ask that our investors judge us over a similar time frame. We remain optimistic about the multi-year outlook for commodities and resource-related stocks, and we continue to search for high-quality companies selling at a significant discount to warranted value. As always, we remain committed to managing a diversified, all-cap portfolio as we believe it to be in our shareholders’ best interest.

We will continue to use these letters as an opportunity to communicate our investment objectives and business principles. Our long-term goal is to be considered one of the top value investment teams, which means striving to achieve superior long-term investment results. Our hope is that our investment philosophy, work ethic, and commitment to improvement are the foundation blocks to help us reach our goal. For us, being among the best involves not only achieving our investment objectives but also living by our principles:

• Alignment with shareholders

• Uncompromising integrity

• Respect for others

• Continuous learning

• A disciplined process

We appreciate your support.

Andrew Pilara	MacKenzie Davis
Co-Portfolio Manager	Co-Portfolio Manager
Kenneth Settles
Co-Portfolio Manager

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

38     Call 1.800.766.FUND

Assets Under Management: $1,980,622,689 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Allegheny Technologies, Inc.	5.41	%
Denbury Resources, Inc.	5.27	%
Talisman Energy, Inc.	5.27	%
Key Energy Services, Inc.	4.97	%
Peabody Energy Corp.	4.00	%
Century Aluminum Co.	3.62	%
Companhia Vale do Rio Doce	3.36	%
PPL Corp.	3.10	%
Spectra Energy Corp.	3.05	%
Brookfield Asset Management, Inc.	3.01	%
Total	41.06	%

1	The Fund’s holdings are allocated to each sector based on their Russell classification. If a holding is not classified by Russell, it is assigned a Russell designation by RS Investments. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The S&P GSSI™ Natural Resources Index is a modified cap-weighted index designed as a benchmark for U.S.-traded securities in the natural resources sector. The index includes companies involved in the following categories: extractive industries, energy companies, owners and operators of timber tracts, forestry services, producers of pulp and paper, and owners of plantations. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses.

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RS Global Natural Resources Fund (continued)

Performance update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Class A Shares	11/15/95
without sales charge		18.71	%	16.10	%	31.93	%	27.67	%	13.60	%	14.66	%
with maximum sales charge		13.06	%	10.58	%	29.81	%	26.44	%	13.05	%	14.18	%
Class C Shares†	05/01/07
without sales charge		—		—		—		—		—		3.63	%
with sales charge		—		—		—		—		—		2.63	%
Class K Shares†	12/04/06
without sales charge		18.39	%	—		—		—		—		12.75	%
Class Y Shares†	05/01/07
without sales charge		—		—		—		—		—		3.86	%
S&P GSSITM Natural Resources Index3		19.32	%	22.40	%	29.95	%	22.28	%	12.00	%	N/A
										Since Class A share inception
Lipper Natural Resources Index4		21.98	%	23.65	%	35.30	%	25.81	%	15.11	%	16.72	%
										Since Class A share inception
S&P 500® Index5		6.96	%	20.59	%	11.67	%	10.71	%	7.13	%	10.12	%
										Since Class A share inception

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.51%, Class C 2.27%, Class K 1.97% and Class Y 1.23%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

4	The Lipper Natural Resources Index is an unmanaged equally weighted index of the largest mutual funds in the Lipper Natural Resources category of funds, adjusted for the reinvestment of capital gains distributions and income dividends. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.
5	The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.
†	RS Global Natural Resources Fund’s Class C, Class K, and Class Y shares “since inception” returns are not annualized and represent cumulative total return.

40     Call 1.800.766.FUND

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A shares of RS Global Natural Resources Fund, the S&P GSST^TM Natural Resources Index, the Lipper Natural Resources Index, and the S&P 500^® Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75%. Hypothetical $10,000 investments made upon the commencement of offering Class C shares (05/01/07),Class K shares (12/04/06), and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $10,263 (Class C), $11,275 (Class K), and $10,386 (Class Y). While Class C shares and Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.51%, Class C 2.27%, Class K 1.97% and Class Y 1.23%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

www.RSinvestments.com     41

RS Large Cap Value Fund

Co-Portfolio Managers
John Leonard
Thomas M. Cole
Thomas Digenan
Scott Hazen

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy
RS Large Cap Value Fund seeks to maximize total return, consisting of capital appreciation and current income by investing principally in large capitalization companies.

Investment Process
Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of large capitalization companies. The Fund defines such companies as those with a capitalization of at least $3 billion at the time of initial purchase.

The Fund normally invests in companies whose stock prices, in the opinion of UBS Global Asset Management (Americas) Inc. (“UBS Global AM”), the Fund’s investment subadviser, do not reflect the company’s full value. These expectations are based on UBS Global AM’s assessment of a company’s ability to generate profit and grow the business in the future.

Performance
The U.S. economy has slowed from the pace of the past few years, with a first-quarter annualized gross domestic product (GDP) growth rate of 0.7%. Overall 2006 real GDP growth was 3.3%, and medium-term expectations are in the 3% range. GDP growth is expected to be 2.1% for 2007 and 2.9% for 2008. Housing data has been relatively weak, and the scope and the depth of the growing subprime credit crunch in the United States remains to be seen. There has, however, been some stronger data indicating, we believe, a possible recovery from the slow pace of the first quarter. Survey data, such as the Institute for Supply Management’s manufacturing report, for example, indicates a bit of a rebound from this slow-growth period. We believe monthly observed inflation data remain relatively tame, as do the quarterly unit labor cost and personal consumption deflator measures. Federal Reserve Board funds futures now have priced in only a small chance of a 25-basis-point cut by the end of 2007. The federal budget deficit is shrinking slowly, but the current account deficit remains large, and the household savings rate is low.

The U.S. equity market made a strong showing in the second quarter of 2007, with very positive returns in April and May being partially offset by negative returns in June. Investors re-established their appetite for risk after a rocky period in the middle of the first quarter. RS Large Cap Value Fund (Class A Shares) generated returns of 5.53% and 6.56% during the second quarter and year-to-date ended June 30, 2007, respectively. During the second quarter the benchmark Russell 1000^® Value Index³ was up 4.93%, bringing the year-to-date returns for the Index to 6.23%.

Portfolio Review
While most sectors have generated positive absolute returns during the first six months of the year, there was fairly wide dispersion among the market leaders—such as energy, materials, and telecom—and the laggards—such as financials, consumer discretionary, and consumer staples. Commodity prices surged after hitting a rough patch to start the year, and many companies profiting from that type of environment saw the positive impact on their stock prices. Financial stocks in general came under fire as subprime mortgage problems made headlines, although the actual impact on the companies themselves varied tremendously. Consumer-oriented sectors struggled as the market continues to evaluate the impact of soft real estate markets and higher energy costs on overall spending.

During the six months ended June 30, the Fund was positively impacted by stock selection, industry positioning, and risk factors. Positive stock selection contributed most as strong performance by holdings such as pharmaceutical benefits manager MedcoHealth Solutions, utility company Exelon, and diversified auto parts manufacturer Johnson Controls more than offset the negative

42     Call 1.800.766.FUND

impact of such underperforming holdings as managed care company UnitedHealth Group, freight carrier FedEx, and beverage company Constellation Brands.

MedcoHealth Solutions added to performance during the quarter as the stock has experienced recent price strength. We retain a strong belief in Medco’s ability to perform well as the company looks to benefit from several favorable trends affecting the pharmacy benefit management industry.

Exelon’s earnings have risen more than 70% year-over-year as a result of higher power output and rising wholesale prices. Limited capacity and increasing demand have led to increased interest in power generators as electricity prices are expected to rise over time.

Johnson Controls has performed well as rising energy costs have increased demand for the company’s building efficiency products. Building products growth is also being driven by the company’s exposure to emerging markets. We believe that the diversification Johnson Controls retains in terms of customer, geography, product and business line will enable it to continue to produce solid results.

UnitedHealth Group underperformed, particularly in June, as margin pressures in the industry continue to present themselves. Investors expressed concern by moving away from the space in general, with UnitedHealth being one company in particular that bore the brunt of that sell-off. We continue to factor relatively low margin levels into our forward-looking estimates and are comfortable that over time those targets will be met.

FedEx has generated positive absolute returns during the first half of the year, but has lagged other opportunities in the freight transportation industry. The company has communicated to the market its intentions to increase capital expenditures in Asia over the next couple of years, and it expects the positive impact of these projects to positively impact earnings in year three and beyond. Investors reacted to the news with caution as they evaluate the impact of these expenditures on earnings in the short term.

Constellation Brands underperformed, particularly during the first quarter, as the beverage producer and marketer dramatically reduced its profit and revenue targets for fiscal 2008, citing challenges in the United Kingdom; these include the oversupply of Australian wine that has driven down prices and a U.S. operating plan to reduce distributor wine inventory levels. We remain confident in Constellation Brands and feel that the market is underestimating the company’s organic growth opportunities. We also project solid wine consumption growth, especially in the United States and the United Kingdom, which will benefit the company.

Industry selection has been positively affected by our overweight positions in oil service companies, motor vehicles, and parts and our underweightings in real estate investment trusts (REITs) and financial services companies. Partially offsetting these positives was the negative impact of being overweighted in large diversified banks and underweighted in oil refining, energy reserves, and mining and metal companies. From a risk factor perspective, the Fund’s modest underweighting to value-style characteristics relative to that of its deep value index benefited results as growth tended to outperform value this year for the first time in a number of years.

Outlook
There are many factors driving investor behavior in today’s U.S. equity market. Only one really matters in the long run – valuation. We find the current U.S. equity market at or near fair value, although we continue to find plenty of price-to-intrinsic value discrepancies within the U.S. equity market.

Fed Watching
One area of perpetual concern to U.S. equity investors is the next move of the Federal Reserve Board. What is the direction of the next move? When will the next move occur? What will drive the Fed’s decision-making process? The Fund is not levered one way or another to the Fed’s next move.

Subprime Lending
The implosion of subprime lenders is at the forefront of investors’ minds. The real issue with subprime is not the direct economic impact or the direct effect on earnings (we believe that is small), but whether there were too many leveraged investors on the other side. The conventional banks do not have these on their books, so they continue to make other types of loans. But the

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RS Large Cap Value Fund (continued)

question remains with funds that are exposed in a leveraged fashion through collateralized debt obligations (CDOs) and other structured products. How much of a hit do they take, and does that cause some kind of financial crisis?

Liquidity
Liquidity has also been a topic of discussion this year. The liquidity currently being provided to the market from private equity investors can lead some investors to believe that current prices have some type of support because the private equity market is flush with cash. This can drive deal activity in the short run; but, as we said earlier, this too is dependent on valuation. With the large cash balances on corporate balance sheets, we expect the trend of increased share buybacks to continue. This trend is also supported by the fact that many corporate CEOs do not want to make their company too attractive to private equity or leveraged-buyout (LBO) type opportunities.

Underlying Economic Outlook
Although we did get a series of stronger-than-expected data from early May to early June that induced the 10-year yield to rise from 4.65% to 5.3%, it is now back at 5.1%. Estimates for second quarter real GDP growth have risen, and even the pessimists have been forced into this by the data. The debate amongst the forecasters is whether housing will continue to drag in the second half of the year, so that real GDP is 2.0%, or if not and we get a trend-like 3.0%. Our strategies really do not depend on either outcome; we just need to avoid recession.

Risk
One aspect of the current market is the unusually low level of risk generated by the market over the past few years. Market volatility has been unusually low. This could change as investors react to tighter credit markets, falling home prices, and rising oil prices. The concern is that all of these factors cause a drag on the consumer. Our positioning in consumer stocks continues to favor specialty retailers, and we are cautious regarding companies that are overexposed to the low-end consumer, those most likely to be impacted by the current drags on consumer spending. To the extent that risk does get re-priced by the market, we expect the number of deals to slow down. Sectors that have priced in acquisition premiums (like materials) could face downward pressures as they struggle to generate earnings growth high enough to justify current valuations.

Strategy
While the market is currently very apprehensive about financials given credit exposures and the subprime lending fallout, we are finding very attractive valuations in this space and find the underlying balance sheets very strong. We maintain underweightings in the materials sector; and within banks and financials, we have underweightings in regional banks and overweightings in diversified financials, which we currently find very attractive. We continue to find opportunities in rails and utilities—two areas that have performed very well during the past few years. These are probably the two segments of the U.S. equity market displaying the greatest pricing power. We continue to underweight the integrated oil companies given our bearish view on long-run oil prices, but we are finding opportunities within oil services.

Thank you for your continued support.

Sincerely,
John Leonard	Thomas M. Cole
Co-Portfolio Manager	Co-Portfolio Manager
Thomas Digenan	Scott Hazen
Co-Portfolio Manager	Co-Portfolio Manager

As with all mutual funds, the value of an investment in the Fund could decline, so you could lose money. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

44     Call 1.800.766.FUND

Assets Under Management: $98,568,058 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Morgan Stanley	4.56	%
Citigroup, Inc.	4.42	%
Wells Fargo & Co.	4.22	%
J.P. Morgan Chase & Co.	3.96	%
S&P Depositary Receipts Trust Series I	3.91	%
General Electric Co.	3.75	%
Exxon Mobil Corp.	3.56	%
Chevron Corp.	3.37	%
Exelon Corp.	2.69	%
Wyeth	2.52	%
Total	36.96	%

1	The sector allocation represents the Global Industry Classification Standard (GICS), which was developed by Morgan Stanley Capital International (MSCI) and Standard & Poor's (S&P). The Fund's holdings are allocated to each sector based on their GICS classification. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 1000® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses.

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RS Large Cap Value Fund (continued)

Performance Update
Average Annual Total Returns as of 06/30/07

		Inception Date	Year-to-Date	1 Year	3 Years	Since Inception
Class A Shares		02/03/03
without sales charge			6.56%	20.71%	14.78%	17.66%
with maximum sales charge			1.53%	15.00%	12.94%	16.37%
Class B Shares		02/03/03
without sales charge			6.10%	19.74%	13.93%	16.79%
with sales charge			3.10%	16.74%	13.41%	16.65%
Class C Shares		02/03/03
without sales charge			6.10%	19.74%	13.93%	16.79%
	with sales charge		5.10%	18.74%	13.93%	16.79%
Class K Shares		02/03/03
without sales charge			6.35%	20.29%	14.44%	17.33%
Russell 1000® Value Index3			6.23%	21.87%	15.93%	18.93%
						Since Class A
						share inception
S&P 500® Index4			6.96%	20.59%	11.67%	15.59%
						Since Class A
						share inception

4 The S&P 500^® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

Results of a Hypothetical $10,000 Investment
If invested on 02/03/03

The chart above shows the performance of a hypothetical $10,000 investment made in Class A, Class B, Class C and Class K shares of RS Large Cap Value Fund and in the Russell 1000^® Value Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge 4.75%. The initial investment amount in the Russell 1000^® Value Index, Class B, Class C, and Class K shares is $10,000. For Class B shares, the maximum contingent deferred sales charge of 1.00% was imposed at the end of the period.

Performance quoted represents past performance and does not guarantee future results. The Fund is the successor to The Guardian UBS Large Cap Value Fund; performance shown includes performance of the predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.40%, Class B 2.16%, Class C 2.16% and Class K 1.69%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There is no sales charge for Class K shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

46     Call 1.800.766.FUND

Understanding Your Fund’s Expenses (unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including as applicable, sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including investment advisory fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated. The table below shows the Funds’ expenses in two ways:

Expenses based on actual return This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” for your Fund to estimate the expenses you paid on your account during this period. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Expenses based on hypothetical 5% return for comparison purposes This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds with the costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

		Beginning Account Value 01/01/07	Ending Account Value 06/30/07	Expenses Paid During Period* 01/01/07-06/30/07			Expense Ratio During Period* 01/01/07-06/30/07
Based on Actual Return
RS Value Fund
	Class A	$1,000.00	$1,125.40		$	7.02		1.33	%
	Class C(a)	$1,000.00	$1,023.20		$	3.53		2.12	%
	Class K	$1,000.00	$1,123.20		$	9.37		1.78	%
	Class Y(a)	$1,000.00	$1,024.50		$	1.83		1.10	%
RS Partners Fund
	Class A	$1,000.00	$1,101.60		$	7.76		1.49	%
	Class K(b)	$1,000.00	$1,098.40		$	9.54		1.83	%
	Class Y(a)	$1,000.00	$1,020.90		$	2.11		1.27	%
RS Investors Fund
	Class A	$1,000.00	$1,097.90		$	8.22		1.58	%
	Class K(b)	$1,000.00	$1,099.90		$	10.29		1.98	%
	Class Y(a)	$1,000.00	$1,027.90		$	2.24		1.34	%
RS Global Natural Resources Fund
	Class A	$1,000.00	$1,187.10		$	8.08		1.49	%
	Class C(a)	$1,000.00	$1,036.30		$	3.81		2.28	%
	Class K	$1,000.00	$1,183.90		$	10.39		1.92	%
	Class Y(a)	$1,000.00	$1,038.60		$	2.01		1.20	%
RS Large Cap Value Fund
	Class A	$1,000.00	$1,065.60		$	7.01		1.37	%
	Class B	$1,000.00	$1,061.00		$	10.73		2.10	%
	Class C	$1,000.00	$1,061.00		$	10.73		2.10	%
	Class K	$1,000.00	$1,063.50		$	8.76		1.71	%

www.RSinvestments.com     47

Understanding Your Fund’s Expenses (unaudited) (continued)

		Beginning Account Value 01/01/07	Ending Account Value 06/30/07	Expenses Paid During Period* 01/01/07-06/30/07			Expense Ratio During Period* 01/01/07-06/30/07
Based on Hypothetical (5% Return Before Expenses)
RS Value Fund
	Class A	$1,000.00	$1,018.19		$	6.66		1.33	%
	Class C(a)	$1,000.00	$1,004.73		$	3.50		2.12	%
	Class K	$1,000.00	$1,015.97		$	8.90		1.78	%
	Class Y(a)	$1,000.00	$1,006.41		$	1.82		1.10	%
RS Partners Fund
	Class A	$1,000.00	$1,017.41		$	7.45		1.49	%
	Class K	$1,000.00	$1,015.70		$	9.16		1.83	%
	Class Y(a)	$1,000.00	$1,006.13		$	2.09		1.27	%
RS Investors Fund
	Class A	$1,000.00	$1,016.96		$	7.91		1.58	%
	Class K	$1,000.00	$1,014.83		$	9.76		1.98	%
	Class Y(a)	$1,000.00	$1,006.01		$	2.22		1.34	%
RS Global Natural Resources Fund
	Class A	$1,000.00	$1,017.41		$	7.45		1.49	%
	Class C	$1,000.00	$1,004.47		$	3.76		2.28	%
	Class K	$1,000.00	$1,015.28		$	9.58		1.92	%
	Class Y(a)	$1,000.00	$1,006.25		$	1.97		1.20	%
RS Large Cap Value Fund
	Class A	$1,000.00	$1,018.01		$	6.84		1.37	%
	Class B	$1,000.00	$1,014.38		$	10.49		2.10	%
	Class C	$1,000.00	$1,014.38		$	10.48		2.10	%
	Class K	$1,000.00	$1,016.31		$	8.56		1.71	%

* Expenses are equal to the Portfolio’s annualized expense ratio multiplied by the average value over the period, multiplied by 181/365 (to reflect one-half year period).

(a) Commencement of operations was May 2, 2007.

(b) Commencement of operations was January 3, 2007.

48     Call 1.800.766.FUND

Financial Information

Six-Month Period Ended June 30, 2007

Schedule of Investments — RS Value Fund

June 30, 2007 (unaudited)	Foreign Currency		Shares		Value
Common Stocks – 91.2%
Banks - Outside New York City – 0.9%
Marshall & Ilsley Corp.				559,922	$	26,669,085
						26,669,085
Cable Television Services – 4.6%
Liberty Global, Inc., Class A(1)				1,353,865		55,562,619
Liberty Global, Inc., Series C(1)				1,976,579		77,679,555
						133,242,174
Casinos & Gambling – 2.9%
Scientific Games Corp., Class A(1)				2,414,441		84,384,713
						84,384,713
Chemicals – 1.2%
Eastman Chemical Co.				554,400		35,664,552
						35,664,552
Coal – 2.2%
Peabody Energy Corp.				1,292,010		62,507,444
						62,507,444
Communications Technology – 2.2%
Comverse Technology, Inc.(1)				3,023,980		63,049,983
						63,049,983
Computer Services, Software & Systems – 2.6%
BEA Systems, Inc.(1)				5,549,508		75,972,764
						75,972,764
Consumer Electronics – 1.8%
Yahoo! Inc.(1)				1,947,500		52,835,675
						52,835,675
Diversified Financial Services – 2.7%
Ameriprise Financial, Inc.				839,460		53,364,472
Marsh & McLennan Companies, Inc.				838,120		25,881,146
						79,245,618
Drugs & Pharmaceuticals – 2.5%
Barr Pharmaceuticals, Inc.(1)				574,600		28,862,158
Warner Chilcott Ltd.(1)				2,410,750		43,610,467
						72,472,625
Education Services – 4.2%
Apollo Group, Inc., Class A(1)				1,365,915		79,810,413
Career Education Corp.(1)				1,285,853		43,423,256
						123,233,669
Electronics - Semiconductors & Components – 3.2%
Atmel Corp.(1)				7,574,778		42,115,766
LSI Logic Corp.(1)				6,785,209		50,956,919
						93,072,685
Engineering & Contracting Services – 0.0%
SAIC, Inc.(1)				16,760		302,853
						302,853
Entertainment – 1.5%
Viacom, Inc., Class B(1)				1,031,585		42,944,883
						42,944,883
Financial - Miscellaneous – 9.0%
Ambac Financial Group, Inc.				924,940		80,645,519
Brookfield Asset Management, Inc., Class A		CAD		1,572,075		62,883,000

June 30, 2007 (unaudited)	Foreign Currency		Shares		Value
Financial - Miscellaneous (continued)
Fidelity National Financial, Inc., Class A				2,820,210	$	66,838,977
First American Corp.				1,026,291		50,801,404
						261,168,900
Financial Data Processing Services & Systems – 2.1%
Checkfree Corp.(1)				1,528,719		61,454,504
						61,454,504
Health Care Facilities – 1.2%
Sunrise Senior Living, Inc.(1)				907,232		36,280,208
						36,280,208
Insurance - Life – 1.9%
Conseco, Inc.(1)				2,632,704		54,997,187
						54,997,187
Insurance - Multi-Line – 1.3%
Assurant, Inc.				32,477		1,913,545
Genworth Financial, Inc., Class A				1,060,480		36,480,512
						38,394,057
Investment Management Companies – 3.6%
Federated Investors, Inc., Class B				1,163,140		44,583,156
Invesco PLC, ADR(2)				2,349,200		60,726,820
						105,309,976
Medical Services – 1.3%
Magellan Health Services, Inc.(1)				814,770		37,862,362
						37,862,362
Metals & Minerals - Miscellaneous – 0.1%
Ivanhoe Nickel & Platinum Ltd.(1),(3),(4)				698,422		3,492,110
						3,492,110
Miscellaneous Equipment – 2.4%
W.W. Grainger, Inc.				735,510		68,439,205
						68,439,205
Oil - Crude Producers – 3.8%
Denbury Resources, Inc.(1)				1,193,195		44,744,813
Talisman Energy, Inc.		CAD		3,339,900		64,587,599
						109,332,412
Publishing - Newspapers – 0.9%
News Corp., Class B				1,194,140		27,393,572
						27,393,572
Radio & TV Broadcasters – 2.0%
Grupo Televisa S.A., ADR(2)				2,074,200		57,268,662
						57,268,662
Real Estate – 1.8%
MI Developments, Inc., Class A				1,424,620		51,913,153
						51,913,153
Real Estate Investment Trusts – 2.9%
Alexandria Real Estate Equities, Inc.				548,519		53,107,610
Post Properties, Inc.				603,100		31,439,603
						84,547,213
Rental & Leasing Services - Consumer – 1.8%
WESCO International, Inc.(1)				888,900		53,734,005
						53,734,005
Retail – 5.3%
Advance Auto Parts, Inc.				688,260		27,895,178
Limited Brands, Inc.				3,187,900		87,507,855
Ross Stores, Inc.				1,239,763		38,184,700
						153,587,733

The accompanying notes are an integral part of these financial statements.

50     Call 1.800.766.FUND

June 30, 2007 (unaudited)	Shares		Value
Savings & Loan – 2.0%
People’s United Financial, Inc.		3,229,088	$	57,251,730
				57,251,730
Services - Commercial – 3.8%
Corrections Corp. of America(1)		1,763,470		111,292,592
				111,292,592
Steel – 2.5%
Allegheny Technologies, Inc.		705,200		73,961,376
				73,961,376
Utilities - Cable TV & Radio – 2.2%
Comcast Corp.(1)		2,280,805		64,136,237
				64,136,237
Utilities - Electrical – 4.3%
Duke Energy Corp.		3,000,610		54,911,163
PPL Corp.		1,478,700		69,188,373
				124,099,536
Utilities - Gas Distributors – 2.5%
Spectra Energy Corp.		2,775,970		72,064,181
				72,064,181
Total Common Stocks (Cost $2,160,506,040)				2,653,579,634

	Shares		Value
Depositary Securities – 5.1%
Diversified Financial Services – 2.9%
KKR Private Equity Investors, L.P. 144A(5),(6)		3,762,700		84,577,105
				84,577,105
Investment Management Companies – 2.2%
AP Alternative Assets, L.P. 144A(1),(5),(6)		3,567,550		64,962,468
				64,962,468
Total Depositary Securities (Cost $161,292,490)				149,539,573
	Shares		Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.0%
RS Core Equity Fund, Class Y(7)		216		9,171
RS Emerging Growth Fund, Class Y(7)		252		10,114
RS Emerging Markets Fund, Class A(7)		56		1,463
RS Global Natural Resources Fund, Class Y(7)		2,019		73,944
RS Growth Fund, Class Y(7)		785		13,072
RS Investors Fund, Class Y(7)		3,165		40,864
RS MidCap Opportunities Fund, Class Y(7)		1,073		17,367
RS Partners Fund, Class Y(7)		943		36,404
RS Smaller Company Growth Fund, Class Y(7)		762		17,538
Total Other Investments (Cost $195,876)				219,937

June 30, 2007 (unaudited)	Shares		Value
Short-Term Investments – 5.3%
Federated Prime Obligations Fund, Class B(8)		116,469,512	$	116,469,512
SSgA Prime Money Market Fund(8)		37,029,976		37,029,976
Total Short-Term Investments (Cost $153,499,488)				153,499,488
Total Investments — 101.6% (Cost $2,475,493,894)				2,956,838,632
Other Liabilities, Net – (1.6)%				(47,672,912	)
Total Net Assets – 100.0%			$	2,909,165,720

(1)	Non income-producing security.
(2)	ADR – American Depositary Receipt.
(3)	Restricted security. See 5d in Notes to Financial Statements.
(4)	Fair value security. See 1a in Notes to Financial Statements.
(5)	Securities that may be resold in transactions exempt from registration under Rule 144A of the Securities Act of 1933, normally to certain qualified buyers. The aggregate market value as a percentage of net assets of the securities as of June 30, 2007 was 5.1%. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.
(6)	Restricted depositary units.
(7)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(8)	Money Market Fund registered under the Investment Company Act of 1940.

Foreign-Denominated Security
Canadian Dollar – CAD

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     51

Schedule of Investments – RS Partners Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 88.0%
Air Transport – 3.2%
Grupo Aeroportuario del
Centro Norte, S.A.B. de
C.V., ADR(1),(2)		1,191,135	$	32,720,479
Grupo Aeroportuario del
Pacifico S.A. de C.V., ADR(1)		698,310		34,440,649
Grupo Aeroportuario del
Sureste S.A.B. de. C.V., ADR(1)		587,690		30,965,386
				98,126,514
Aluminum – 1.8%
Century Aluminum Co.(2)		1,007,026		55,013,830
				55,013,830
Auto Parts - After Market – 1.2%
Commercial Vehicle Group, Inc.(2),(3)		2,047,101		38,137,492
				38,137,492
Banks - Outside New York City – 2.7%
Hancock Holding Co.		1,067,392		40,080,569
UMB Financial Corp.		500,001		18,435,037
Whitney Holding Corp.		792,657		23,858,976
				82,374,582
Cable Television Services – 3.3%
Liberty Global, Inc., Class A(2)		1,241,878		50,966,673
Liberty Global, Inc., Series C(2)		1,259,441		49,496,031
				100,462,704
Casinos & Gambling – 2.5%
Scientific Games Corp., Class A(2)		2,235,045		78,114,823
				78,114,823
Coal – 2.6%
Peabody Energy Corp.		1,653,400		79,991,492
				79,991,492
Computer Services, Software & Systems – 4.9%
Ariba, Inc.(2)		922,277		9,139,765
Lawson Software, Inc.(2)		3,285,057		32,489,214
Quest Software, Inc.(2)		1,765,652		28,585,906
Solera Holdings, Inc.(2)		1,617,340		31,344,049
SRA International, Inc., Class A(2)		197,741		4,994,938
Websense, Inc.(2)		2,010,808		42,729,670
				149,283,542
Drugs & Pharmaceuticals – 1.0%
Valeant Pharmaceuticals
International		1,889,200		31,530,748
				31,530,748
Education Services – 3.1%
Corinthian Colleges, Inc.(2),(3)		5,864,150		95,527,004
				95,527,004
Electronics - Medical Systems – 2.1%
Advanced Medical Optics, Inc.(2)		386,200		13,470,656
eResearch Technology, Inc.(2),(3)		5,217,475		49,618,187
				63,088,843
Entertainment – 1.8%
Lions Gate Entertainment Corp.(2)		5,029,205		55,472,131
				55,472,131

June 30, 2007 (unaudited)	Foreign Currency	Shares		Value
Financial Data Processing Services & Systems – 1.4%
eFunds Corp.(2)			1,249,745	$	44,103,501
					44,103,501
Financial Information Services – 0.7%
Interactive Data Corp.			776,413		20,792,340
					20,792,340
Health Care Facilities – 3.4%
Kindred Healthcare, Inc.(2)			1,481,460		45,510,451
LCA-Vision, Inc.(3)			1,251,833		59,161,628
					104,672,079
Health Care Management Services – 0.4%
Sierra Health Services, Inc.(2)			318,700		13,251,546
					13,251,546
Insurance - Multi-Line – 4.4%
Assured Guaranty Ltd.			1,971,170		58,267,785
Hanover Insurance Group, Inc.			1,601,570		78,140,600
					136,408,385
Insurance - Property & Casualty – 4.1%
Employers Holdings, Inc.			2,139,090		45,434,271
Fremont General Corp.			2,359,085		25,383,755
OneBeacon Insurance Group
Ltd., Class A(3)			2,161,737		54,756,798
					125,574,824
Investment Management Companies – 0.7%
NexCen Brands, Inc.(2)			1,982,100		22,080,594
					22,080,594
Machinery - Oil/Well Equipment & Services – 3.9%
Key Energy Services, Inc.(2)			6,449,800		119,514,794
					119,514,794
Medical Services – 2.2%
Magellan Health Services, Inc.(2)			1,468,421		68,237,524
					68,237,524
Metal Fabricating – 0.4%
Mueller Water Products, Inc.			793,910		13,544,105
					13,544,105
Metals & Minerals - Miscellaneous – 0.9%
A.M. Castle & Co.			785,100		28,192,941
					28,192,941
Oil - Integrated International – 0.3%
Paramount Resources Ltd.,
Class A(2)	CAD		402,860		7,809,490
					7,809,490
Publishing - Miscellaneous – 0.1%
Scholastic Corp.(2)			73,244		2,632,389
					2,632,389
Real Estate – 2.6%
MI Developments, Inc., Class A			1,826,900		66,572,236
Quadra Realty Trust, Inc.(2)			1,089,335		13,627,581
					80,199,817
Real Estate Investment Trusts – 9.4%
Annaly Capital Management, Inc.			4,435,907		63,965,779
BioMed Realty Trust, Inc.			2,113,526		53,091,773
Capital Lease Funding, Inc.			1,363,260		14,655,045
Care Investment Trust, Inc.(2)			545,000		7,493,750
FelCor Lodging Trust, Inc.			362,373		9,432,569
KKR Financial Holdings LLC			3,337,720		83,142,605

The accompanying notes are an integral part of these financial statements.

52     Call 1.800.766.FUND

June 30, 2007 (unaudited)	Foreign Currency		Shares		Value
Real Estate Investment Trusts (continued)
Meruelo Maddux Properties, Inc.(2)				2,973,687	$	24,265,286
Post Properties, Inc.				632,620		32,978,481
						289,025,288
Rental & Leasing Services - Consumer – 2.2%
Aaron Rents, Inc.(3)				2,294,070		66,986,844
						66,986,844
Restaurants – 3.1%
Triarc Cos., Inc., Class B(3)				6,003,100		94,248,670
						94,248,670
Savings & Loan – 1.0%
FirstFed Financial Corp.(2)				533,095		30,242,479
						30,242,479
Services - Commercial – 8.7%
Coinmach Service Corp., Class A(3)				1,517,210		20,072,688
Coinstar, Inc.(2),(3)				2,464,452		77,580,949
Copart, Inc.(2)				1,197,789		36,640,366
Corrections Corp. of America(2)				2,131,430		134,514,547
						268,808,550
Steel – 2.6%
Allegheny Technologies, Inc.				756,540		79,345,915
						79,345,915
Textile - Apparel Manufacturers – 2.5%
Carter’s, Inc.(2),(3)				2,961,640		76,824,942
						76,824,942
Transportation Miscellaneous – 2.0%
Oesterreichische Post AG		EUR		1,384,660		61,547,217
						61,547,217
Utilities - Electrical – 0.8%
NorthWestern Corp.				764,557		24,320,558
						24,320,558
Total Common Stocks
(Cost $2,119,341,767)						2,705,488,497
			Shares		Value
Depositary Securities – 5.4%
Diversified Financial Services – 2.9%
KKR Private Equity Investors,
L.P. 144A(4),(5)				4,067,165		91,420,799
						91,420,799
Investment Management Companies – 2.5%
AP Alternative Assets,
L.P. 144A(2),(4),(5)				4,180,500		76,123,837
						76,123,837
Total Depositary Securities
(Cost $180,691,941)						167,544,636
				Principal Amount		Value
Corporate Bonds – 0.4%
Services - Commercial – 0.4%
Coinmach Service Corp.
11.00% due 12/1/2024(3),(6)			$	1,666,400		11,064,896
						11,064,896
Total Corporate Bonds
(Cost $10,243,893)						11,064,896

June 30, 2007 (unaudited)	Shares		Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.0%
RS Core Equity Fund, Class Y(7)		411	$	17,469
RS Emerging Growth Fund, Class Y(7)		314		12,621
RS Emerging Markets Fund, Class A(7)		61		1,580
RS Global Natural Resources Fund,
Class Y(7)		3,650		133,675
RS Growth Fund, Class Y(7)		1,006		16,752
RS Investors Fund, Class Y(7)		5,095		65,783
RS MidCap Opportunities Fund,
Class Y(7)		1,731		28,030
RS Smaller Company Growth Fund,
Class Y(7)		1,414		32,566
RS Value Fund, Class Y(7)		178		5,494
Total Other Investments
(Cost $280,818)				313,970
	Shares		Value
Short-Term Investments – 1.8%
Federated Prime Obligations Fund,
Class B(8)		53,810,490		53,810,490
Total Short-Term Investments
(Cost $53,810,490)				53,810,490
Total Investments — 95.6%
(Cost $2,364,368,909)				2,938,222,489
Other Assets, Net – 4.4%				135,118,287
Total Net Assets – 100.0%			$	3,073,340,776

(1)	ADR — American Depositary Receipt.
(2)	Non income-producing security.
(3)	Affiliated issuer. See 3d in Notes to Financial Statements.
(4)	Restricted depositary units.
(5)	Securities that may be resold in transactions exempt from registration under Rule 144A of the Securities Act of 1933, normally to certain qualified buyers. The aggregate market value as a percentage of net assets of the securities as of June 30, 2007 was 5.4%. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.
(6)	Fair value security. See 1a in Notes to Financial Statements.
(7)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(8)	Money Market Fund registered under the Investment Company Act of 1940.

Foreign-Denominated Security
Canadian Dollar — CAD
Euro Currency — EUR

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     53

Schedule of Investments – RS Investors Fund

June 30, 2007 (unaudited)	Foreign Currency		Shares		Value
Common Stocks – 93.4%
Cable Television Services – 6.0%
Liberty Global, Inc., Class A(1)				41,806	$	1,715,718
Liberty Global, Inc., Series C(1)				65,650		2,580,045
						4,295,763
Casinos & Gambling – 4.9%
Scientific Games Corp., Class A(1)				101,180		3,536,241
						3,536,241
Chemicals – 2.5%
Eastman Chemical Co.				28,250		1,817,323
						1,817,323
Coal – 2.4%
Peabody Energy Corp.				35,100		1,698,138
						1,698,138
Communications Technology – 2.2%
Comverse Technology, Inc.(1)				74,200		1,547,070
						1,547,070
Computer Services, Software & Systems – 3.7%
BEA Systems, Inc.(1)				192,390		2,633,819
						2,633,819
Consumer Electronics – 1.0%
Yahoo! Inc.(1)				27,670		750,687
						750,687
Education Services – 9.0%
Apollo Group, Inc., Class A(1)				44,300		2,588,449
Corinthian Colleges, Inc.(1)				238,460		3,884,514
						6,472,963
Electronics - Medical Systems – 2.8%
eResearch Technology, Inc.(1)				210,410		2,000,999
						2,000,999
Financial - Miscellaneous – 8.5%
Ambac Financial Group, Inc.				39,000		3,400,410
Fidelity National Financial, Inc.,
Class A				112,450		2,665,065
						6,065,475
Insurance - Multi-Line – 2.2%
Hanover Insurance Group, Inc.				31,660		1,544,691
						1,544,691
Insurance - Property & Casualty – 2.0%
Employers Holdings, Inc.				66,160		1,405,238
						1,405,238
Investment Management Companies – 3.6%
Invesco PLC, ADR(2)				99,300		2,566,905
						2,566,905
Machinery - Oil/Well Equipment & Services – 4.6%
Key Energy Services, Inc.(1)				178,130		3,300,749
						3,300,749
Oil - Crude Producers – 6.6%
Denbury Resources, Inc.(1)				61,300		2,298,750
Talisman Energy, Inc.		CAD		125,700		2,430,810
						4,729,560

June 30, 2007 (unaudited)	Foreign Currency		Shares		Value
Oil - Integrated International – 0.3%
Paramount Resources Ltd.,
Class A(1)		CAD		11,200	$	217,113
						217,113
Radio & TV Broadcasters – 2.6%
Grupo Televisa S.A., ADR(2)				67,000		1,849,870
						1,849,870
Real Estate – 2.7%
MI Developments, Inc., Class A				52,200		1,902,168
						1,902,168
Real Estate Investment Trusts – 2.8%
KKR Financial Holdings LLC				81,200		2,022,692
						2,022,692
Restaurants – 1.7%
Triarc Cos., Inc., Class B				77,300		1,213,610
						1,213,610
Retail – 4.8%
Limited Brands, Inc.				124,870		3,427,682
						3,427,682
Services - Commercial – 6.1%
Coinstar, Inc.(1)				63,200		1,989,536
Corrections Corp. of America(1)				37,690		2,378,616
						4,368,152
Textile - Apparel Manufacturers – 4.6%
Carter’s, Inc.(1)				127,210		3,299,827
						3,299,827
Transportation Miscellaneous – 2.8%
Oesterreichische Post AG		EUR		44,700		1,986,971
						1,986,971
Utilities - Gas Distributors – 3.0%
Spectra Energy Corp.				84,100		2,183,236
						2,183,236
Total Common Stocks
(Cost $56,365,175)						66,836,942
				Shares		Value
Depositary Securities – 5.8%
Diversified Financial Services – 4.7%
KKR Private Equity Investors,
L.P. 144A(3),(4)				147,000		3,304,232
						3,304,232
Investment Management Companies – 1.1%
AP Alternative Assets, L.P. 144A(1),(3),(4)				43,300		788,461
						788,461
Total Depositary Securities
(Cost $4,446,792)						4,092,693

The accompanying notes are an integral part of these financial statements.

54     Call 1.800.766.FUND

June 30, 2007 (unaudited)	Shares		Value
Other Investments - For Trustee Deferred Compensation
Plan – 0.0%
RS Core Equity Fund, Class Y(5)		4	$	150
RS Emerging Growth Fund, Class Y(5)		8		310
RS Emerging Markets Fund, Class A(5)		1		39
RS Global Natural Resources Fund,
Class Y(5)		37		1,366
RS Growth Fund, Class Y(5)		26		431
RS MidCap Opportunities Fund, Class Y(5)		26		417
RS Partners Fund, Class Y(5)		6		225
RS Smaller Company Growth Fund,
Class Y(5)		13		305
RS Value Fund, Class Y(5)		4		137
Total Other Investments
(Cost $3,124)				3,380
		Shares		Value
Short-Term Investments — 0.8%
Federated Prime Obligations Fund,
Class B(6)		577,645		577,645
Total Short-Term Investments
(Cost $577,645)				577,645
Total Investments — 100.0%
(Cost $61,392,736)				71,510,660
Other Assets, Net – 0.0%				35,474
Total Net Assets – 100.0%			$	71,546,134

(1)	Non income-producing security.
(2)	ADR — American Depositary Receipt.
(3)	Securities that may be resold in transactions, exempt from registration under Rule 144A of the Securities Act of 1933, normally to certain qualified buyers. The aggregate market value as a percentage of net assets of the securities as of June 30, 2007 was 5.8%. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.
(4)	Restricted depositary units.
(5)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(6)	Money Market Fund registered under the Investment Company Act of 1940.

Foreign-Denominated Security

Canadian Dollar – CAD

Euro – EUR

The accompanying notes are an integral part of these financial statements.
www.RSinvestments.com	55

Schedule of Investments – RS Global Natural Resources Fund

June 30, 2007 (unaudited)	Foreign Currency		Shares		Value
Common Stocks – 90.2%
Aluminum – 6.5%
Alcan, Inc.				694,190	$	56,437,647
Century Aluminum Co.(1)				1,312,069		71,678,329
						128,115,976
Chemicals – 2.6%
Eastman Chemical Co.				789,900		50,814,267
						50,814,267
Coal – 8.7%
Arch Coal, Inc.				1,218,960		42,419,808
Foundation Coal Holdings, Inc.				1,098,230		44,632,067
Peabody Energy Corp.				1,637,390		79,216,928
Western Canadian
Coal Corp.(1)		CAD		2,616,200		6,778,420
						173,047,223
Energy - Miscellaneous – 1.0%
Crosstex Energy, Inc.				720,809		20,708,843
						20,708,843
Financial - Miscellaneous – 3.0%
Brookfield Asset Management,
Inc., Class A		CAD		1,490,275		59,611,000
						59,611,000
Gold – 4.1%
Goldcorp, Inc.		CAD		1,589,680		37,740,443
Kinross Gold Corp.(1)		CAD		3,717,621		43,239,920
						80,980,363
Insurance - Multi-Line – 0.7%
PICO Holdings, Inc.(1)				318,778		13,790,336
						13,790,336
Machinery - Oil/Well Equipment & Services – 11.5%
Basic Energy Services, Inc.(1),(5)				1,804,090		46,130,581
Key Energy Services, Inc.(1)				5,311,830		98,428,210
Noble Corp.				579,150		56,478,708
Schlumberger Ltd.				317,400		26,959,956
						227,997,455
Machinery - Specialty – 0.4%
Bucyrus International, Inc., Class A				100,737		7,130,165
						7,130,165
Metal Fabricating – 0.5%
Mueller Water Products, Inc.				567,000		9,673,020
						9,673,020
Metals & Minerals - Miscellaneous – 7.0%
A.M. Castle & Co.				490,170		17,602,005
BHP Billiton Ltd., ADR(2)				896,800		53,583,800
Companhia Vale do Rio
Doce, ADR(2)				1,496,400		66,664,620
Ivanhoe Nickel &
Platinum Ltd.(1),(3),(4)				203,624		1,018,120
						138,868,545
Offshore Drilling – 1.2%
Hercules Offshore, Inc.(1)				721,440		23,360,227
						23,360,227
Oil - Integrated Domestic – 1.8%
Occidental Petroleum Corp.				621,100		35,949,268
						35,949,268

June 30, 2007 (unaudited)	Foreign Currency		Shares		Value
Oil - Crude Producers – 17.7%
Anderson Energy Ltd.(1),(5)		CAD		4,613,000	$	19,920,019
Denbury Resources, Inc.(1)				2,782,600		104,347,500
Newfield Exploration Co.(1)				1,195,930		54,474,611
Southwestern Energy Co.(1)				644,900		28,698,050
Talisman Energy, Inc.		CAD		5,393,500		104,300,493
XTO Energy, Inc.				644,100		38,710,410
						350,451,083
Oil - Integrated International – 6.7%
Baytex Energy Trust		CAD		991,900		19,870,590
Exxon Mobil Corp.				475,450		39,880,746
Paramount Resources Ltd.,
Class A(1)		CAD		1,830,700		35,488,341
Petrobank Energy &
Resources Ltd.(1)		CAD		1,478,400		37,138,685
						132,378,362
Rental & Leasing Services - Consumer – 2.0%
WESCO International, Inc.(1)				641,780		38,795,601
						38,795,601
Steel – 5.4%
Allegheny Technologies, Inc.				1,022,540		107,243,995
						107,243,995
Utilities - Electrical – 6.4%
Duke Energy Corp.				2,718,450		49,747,635
NorthWestern Corp.				507,200		16,134,032
PPL Corp.				1,314,100		61,486,739
						127,368,406
Utilities - Gas Distributors – 3.0%
Spectra Energy Corp.				2,323,800		60,325,848
						60,325,848
Total Common Stocks (Cost $1,304,750,219)						1,786,609,983

	Shares		Value
Other Investments - For Trustee Deferred Compensation
Plan – 0.0%
RS Core Equity Fund, Class Y(6)		194		8,259
RS Emerging Growth Fund, Class Y(6)		209		8,401
RS Emerging Markets Fund, Class A(6)		37		966
RS Growth Fund, Class Y(6)		725		12,075
RS Investors Fund, Class Y(6)		2,936		37,909
RS MidCap Opportunities Fund, Class Y(6)		980		15,874
RS Partners Fund, Class Y(6)		798		30,808
RS Smaller Company Growth Fund,
Class Y(6)		687		15,820
RS Value Fund, Class Y(6)		114		3,527
Total Other Investments (Cost $118,225)				133,639

	Shares		Value
Short-Term Investments – 9.3%
Federated Prime Obligations Fund,
Class B(7)		82,080,617		82,080,617
SSgA Prime Money Market Fund(7)		101,735,317		101,735,317
Total Short-Term Investments (Cost $183,815,934)				183,815,934

The accompanying notes are an integral part of these financial statements.

56     Call 1.800.766.FUND

June 30, 2007 (unaudited)		Principal Amount		Value
Repurchase Agreement – 0.6%
State Street Bank and Trust Co.
Repurchase Agreement, 5.13%,
dated 6/29/2007, maturity value of
$11,592,954, due 7/2/2007,
collateralized by $11,690,000 in
FHLB, 6.05%, due 2/21/17,
with a value of $11,821,513	$	11,588,000	$	11,588,000
Total Repurchase Agreement (Cost $11,588,000)				11,588,000
Total Investments — 100.1% (Cost $1,500,272,378)				1,982,147,556
Other Liabilities, Net – (0.1)%				(1,524,867	)
Total Net Assets – 100.0%			$	1,980,622,689

(1)	Non income-producing security.
(2)	ADR – American Depositary Receipt.
(3)	Fair value security. See 1a in Notes to Financial Statements
(4)	Restricted security. See 5d in Notes to Financial Statements
(5)	Affiliated issuer. See 3d in Notes to Financial Statements
(6)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(7)	Money Market Fund registered under the Investment Company Act of 1940.
Foreign-Denominated Security
Canadian Dollar – CAD

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     57

Schedule of Investments – RS Large Cap Value Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 95.0%
Aerospace & Defense – 1.9%
Lockheed Martin Corp.		6,800	$	640,084
Northrop Grumman Corp.		16,300		1,269,281
				1,909,365
Air Freight & Logistics – 1.7%
FedEx Corp.		15,200		1,686,744
				1,686,744
Auto Components – 4.0%
BorgWarner, Inc.		17,100		1,471,284
Johnson Controls, Inc.		21,200		2,454,324
				3,925,608
Automobiles – 0.7%
Harley-Davidson, Inc.		12,000		715,320
				715,320
Beverages – 1.9%
Anheuser-Busch Companies, Inc.		21,700		1,131,872
Constellation Brands, Inc., Class A(1)		29,900		725,972
				1,857,844
Biotechnology – 0.6%
Cephalon, Inc.(1)		7,000		562,730
				562,730
Building Products – 1.5%
Masco Corp.		52,600		1,497,522
				1,497,522
Capital Markets – 8.2%
Bank of New York, Inc.		7,500		310,800
Mellon Financial Corp.		46,300		2,037,200
Morgan Stanley		53,600		4,495,968
Northern Trust Corp.		19,300		1,239,832
				8,083,800
Commercial Banks – 8.7%
City National Corp.		7,500		570,675
Fifth Third Bancorp		53,000		2,107,810
PNC Financial Services Group, Inc.		24,000		1,717,920
Wells Fargo & Co.		118,300		4,160,611
				8,557,016
Diversified Financial Services – 9.9%
Bank of America Corp.		29,656		1,449,882
Citigroup, Inc.		84,900		4,354,521
JPMorgan Chase & Co.		80,700		3,909,915
				9,714,318
Diversified Telecommunication Services – 2.5%
AT&T, Inc.		58,700		2,436,050
				2,436,050
Electric Utilities – 6.6%
American Electric Power, Inc.		40,200		1,810,608
Exelon Corp.		36,500		2,649,900
Northeast Utilities		40,600		1,151,416
Pepco Holdings, Inc.		32,000		902,400
				6,514,324
Energy Equipment & Services – 4.0%
ENSCO International, Inc.		20,100		1,226,301
GlobalSantaFe Corp.		18,300		1,322,175
Halliburton Co.		39,600		1,366,200
				3,914,676

June 30, 2007 (unaudited)	Shares		Value
Food & Staples Retailing – 1.7%
Costco Wholesale Corp.		28,500	$	1,667,820
				1,667,820
Health Care Providers & Services – 2.1%
Medco Health Solutions, Inc.(1)		18,100		1,411,619
UnitedHealth Group, Inc.		13,900		710,846
				2,122,465
Household Durables – 0.9%
Fortune Brands, Inc.		10,600		873,122
				873,122
Industrial Conglomerates – 3.7%
General Electric Co.		96,500		3,694,020
				3,694,020
Insurance – 3.0%
Allstate Corp.		21,400		1,316,314
The Hartford Financial Services Group, Inc.		16,700		1,645,117
				2,961,431
Machinery – 3.2%
Illinois Tool Works, Inc.		38,400		2,080,896
PACCAR, Inc.		12,400		1,079,296
				3,160,192
Media – 3.3%
News Corp., Class A		48,500		1,028,685
Omnicom Group, Inc.		26,800		1,418,256
R.H. Donnelley Corp.(1)		11,100		841,158
				3,288,099
Multi-Utilities – 1.7%
NiSource, Inc.		30,600		633,726
Sempra Energy		17,200		1,018,756
				1,652,482
Oil, Gas & Consumable Fuels – 6.9%
Chevron Corp.		39,500		3,327,480
Exxon Mobil Corp.		41,800		3,506,184
				6,833,664
Pharmaceuticals – 6.8%
Bristol-Myers Squibb Co.		44,400		1,401,264
Johnson & Johnson		10,400		640,848
Merck & Co., Inc.		43,600		2,171,280
Wyeth		43,300		2,482,822
				6,696,214
Road & Rail – 2.0%
Burlington Northern Santa Fe Corp.		23,200		1,975,248
				1,975,248
Software – 3.4%
McAfee, Inc.(1)		1,400		49,280
Microsoft Corp.		59,100		1,741,677
Symantec Corp.(1)		77,200		1,559,440
				3,350,397
Specialty Retail – 1.0%
The Home Depot, Inc.		24,900		979,815
				979,815
Thrifts & Mortgage Finance – 1.0%
Federal Home Loan Mortgage Corp.		16,100		977,270
				977,270

The accompanying notes are an integral part of these financial statements.

58     Call 1.800.766.FUND

June 30, 2007 (unaudited)	Shares		Value
Wireless Telecommunication Services – 2.1%
Sprint Nextel Corp.		99,242	$	2,055,302
				2,055,302
Total Common Stocks (Cost $65,668,860)				93,662,858
	Shares		Value
Exchange-Traded Fund – 3.9%
S&P Depositary Receipts Trust, Series I		25,600		3,851,008
Total Exchange-Traded Fund (Cost $3,603,176)				3,851,008
	Shares		Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.0%
RS Core Equity Fund, Class Y(2)		2		83
RS Emerging Growth Fund, Class Y(2)		8		314
RS Emerging Markets Fund, Class A(2)		2		54
RS Global Natural Resources Fund, Class Y(2)		24		882
RS Growth Fund, Class Y(2)		18		304
RS Investors Fund, Class Y(2)		47		607
RS MidCap Opportunities Fund, Class Y(2)		16		253
RS Partners Fund, Class Y(2)		6		221
RS Smaller Company Growth Fund, Class Y(2)		8		182
RS Value Fund, Class Y(2)		6		172
Total Other Investments (Cost $2,872)				3,072
	Principal Amount		Value
Repurchase Agreement – 1.0%
State Street Bank and Trust Co. Repurchase Agreement, 5.13%, dated 6/29/07, maturity value of $973,416, due 7/2/07, collateralized by $1,045,000 in FNMA, 5.55%, due 7/10/28, with a value of $996,669	$	973,000		973,000
Total Repurchase Agreement (Cost $973,000)				973,000
Total Investments — 99.9% (Cost $70,247,908)				98,489,938
Other Assets, Net – 0.1%				78,120
Total Net Assets – 100.0%			$	98,568,058

(1)	Non income-producing security.
(2)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     59

Financial Information

Statement of Assets and Liabilities
As of June 30, 2007 (unaudited)

	RS Value			RS Partners
Assets
Investments, at value	$	2,956,838,632		$	2,294,242,391
Investments in affiliated issuers, at value		—			643,980,098
Cash and cash equivalents		—			—
Foreign currency, at value		233,189			1,405,864
Receivable for fund shares subscribed		22,986,147			131,013,891
Receivable for investments sold		2,804,868			26,153,937
Dividends/interest receivable		2,565,491			3,347,908
Prepaid expenses		124,654			130,819
Other receivables		—			7,683
Total Assets		2,985,552,981			3,100,282,591
Liabilities
Payable for investments purchased		70,498,253			18,599,145
Payable to adviser		2,006,701			2,486,345
Payable for fund shares redeemed		1,338,896			2,510,021
Payable to distributor		588,695			608,664
Deferred trustees’ compensation		219,937			313,970
Accrued expenses/other liabilities		1,734,779			2,423,670
Total Liabilities		76,387,261			26,941,815
Total Net Assets	$	2,909,165,720		$	3,073,340,776
Net Assets Consist of:
Paid-in capital		2,282,594,549			2,305,008,379
Accumulated undistributed net investment income/(loss)		(32,405	)		(1,463,558	)
Accumulated net realized gain from investments and foreign currency transactions		145,260,718			195,917,648
Net unrealized appreciation/(depreciation) on investments and translation of assets and liabilities in foreign currencies		481,342,858			573,878,307
Total Net Assets	$	2,909,165,720		$	3,073,340,776
Investments, at Cost (includes investments in affiliated issuers, at cost of $551,913,043 for RS Partners and $69,318,824 for RS Global Natural Resources)	$	2,475,493,894		$	2,364,368,909
Foreign Currency, at Cost	$	234,488		$	1,404,980
Pricing of Shares
Net Assets:
Class A	$	2,890,139,562		$	3,039,790,580
Class B		—			—
Class C		2,127,748			—
Class K		1,229,280			15,520,591
Class Y		15,669,130			18,029,605
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		93,620,752			78,747,268
Class B		—			—
Class C		68,976			—
Class K		39,895			403,089
Class Y		507,296			466,905
Net Asset Value Per Share:
Class A	$	30.87		$	38.60
Class B		—			—
Class C		30.85			—
Class K		30.81			38.50
Class Y		30.89			38.62
Sales Charge Class A (Load)		4.75	%		4.75	%
Maximum Offering Price Per Class A Share	$	32.41		$	40.52

The accompanying notes are an integral part of these financial statements.
60	Call 1.800.766.FUND

Financial Information

Statement of Assets and Liabilities
As of June 30, 2007 (unaudited)

	RS Investors			RS Global Natural Resources			RS Large Cap Value
Assets
Investments, at value	$	71,510,660		$	1,916,096,956		$	98,489,938
Investments in affiliated issuers, at value		—			66,050,600			—
Cash and cash equivalents		—			20,235			501
Foreign currency, at value		54,151			441,350			—
Receivable for fund shares subscribed		139,691			3,340,363			6,410
Receivable for investments sold		—			—			60,231
Dividends/interest receivable		24,446			1,839,329			131,926
Prepaid expenses		1,130			43,332			29,637
Other receivables		372			—			—
Total Assets		71,730,450			1,987,832,165			98,718,643
Liabilities
Payable for investments purchased		591			1,991,522			977
Payable to adviser		58,927			1,601,056			65,751
Payable for fund shares redeemed		25,168			1,392,927			2,464
Payable to distributor		14,313			378,045			56,104
Deferred trustees’ compensation		3,380			133,639			3,072
Accrued expenses/other liabilities		81,937			1,712,287			22,217
Total Liabilities		184,316			7,209,476			150,585
Total Net Assets	$	71,546,134		$	1,980,622,689		$	98,568,058
Net Assets Consist of:
Paid-in capital		57,823,601			1,426,282,019			60,400,801
Accumulated undistributed net investment income/(loss)		(170,080	)		(1,386,286	)		240,587
Accumulated net realized gain from investments and foreign currency transactions		3,774,548			73,844,652			9,684,640
Net unrealized appreciation/(depreciation) on investments and translation of assets and liabilities in foreign currencies		10,118,065			481,882,304			28,242,030
Total Net Assets	$	71,546,134		$	1,980,622,689		$	98,568,058
Investments, at Cost (includes investments in affiliated issuers, at cost of $551,913,043 for RS Partners and $69,318,824 for RS Global Natural Resources)	$	61,392,736		$	1,500,272,378		$	70,247,908
Foreign Currency, at Cost	$	54,171		$	442,295		$	—
Pricing of Shares
Net Assets:
Class A	$	69,411,157		$	1,909,351,159		$	28,204,679
Class B		—			—			22,030,359
Class C		—			1,346,467			20,799,084
Class K		27,033			126,310			27,533,936
Class Y		2,107,944			69,798,753			—
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		5,380,559			52,160,612			1,847,110
Class B		—			—			1,454,924
Class C		—			36,846			1,373,440
Class K		2,099			3,459			1,806,189
Class Y		163,305			1,906,122			—
Net Asset Value Per Share:
Class A	$	12.90		$	36.61		$	15.27
Class B		—			—			15.14
Class C		—			36.54			15.14
Class K		12.88			36.51			15.24
Class Y		12.91			36.62			—
Sales Charge Class A (Load)		4.75	%		4.75	%		4.75	%
Maximum Offering Price Per Class A Share	$	13.54		$	38.44		$	16.03

The accompanying notes are an integral part of these financial statements.
www.RSinvestments.com	61

Financial Information (continued)

Statement of Operations
For the Six-Month Period Ended June 30, 2007 (unaudited)

	RS Value			RS Partners
Investment Income
Interest	$	3,957,123		$	3,547,871
Dividends		12,161,076			13,347,359
Dividends, affiliated issuers		—			2,049,013
Withholding taxes on foreign dividends		(157,713	)		(366,010	)
Total Investment Income		15,960,486			18,578,233
Expenses
Investment advisory fees		10,097,647			13,549,635
Distribution fees		2,968,688			3,410,098
Transfer agent fees		1,178,305			1,583,316
Shareholder reports		566,443			698,419
Administrative service fees		550,276			603,052
Custodian fees		139,418			205,342
Professional fees		161,182			194,835
Trustees’ fees and expenses		77,856			108,558
Registration fees		31,265			37,336
Insurance expense		30,256			44,215
Other expense		22,146			26,574
Total Expenses		15,823,482			20,461,380
Less: Fee waiver by adviser		(1,452	)		(253,179	)
Custody credits and other waivers		(4,613	)		(13,147	)
Total Expenses, Net		15,817,417			20,195,054
Net Investment Income/(Loss)		143,069			(1,616,821	)
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions
Net realized gain from investments		119,654,605			162,844,352
Net realized gain/(loss) from foreign currency transactions		10,867			54,664
Net change in unrealized appreciation/(depreciation) on investments		146,859,319			99,250,071
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currency		(1,709	)		5,985
Net Gain on Investments and Foreign Currency Transactions		266,523,082			262,155,072
Net Increase in Net Assets Resulting from Operations	$	266,666,151		$	260,538,251

The accompanying notes are an integral part of these financial statements.

62     Call 1.800.766.FUND

Financial Information (continued)

Statement of Operations
For the Six-Month Period Ended June 30, 2007 (unaudited)

	RS Investors			RS Global Natural Resources			RS Large Cap Value
Investment Income
Interest	$	32,286		$	4,164,528		$	36,949
Dividends		351,219			6,814,089			1,013,485
Dividends, affiliated issuers		—			—			—
Withholding taxes on foreign dividends		(13,416	)		(287,561	)		—
Total Investment Income		370,089			10,691,056			1,050,434
Expenses
Investment advisory fees		339,150			8,155,786			402,302
Distribution fees		84,017			2,024,402			333,666
Transfer agent fees		50,926			1,010,264			46,598
Shareholder reports		17,390			414,058			4,863
Administrative service fees		2,658			446,249			1,443
Custodian fees		13,370			182,282			41,861
Professional fees		9,263			113,723			12,218
Trustees’ fees and expenses		1,994			54,287			2,679
Registration fees		14,563			33,734			26,986
Insurance expense		1,233			36,704			2,322
Other expense		3,627			18,886			223
Total Expenses		538,191			12,490,375			875,161
Less: Fee waiver by adviser		(933	)		(356,132	)		(11,038	)
Custody credits and other waivers		(1,779	)		(5,595	)		(10	)
Total Expenses, Net		535,479			12,128,648			864,113
Net Investment Income/(Loss)		(165,390	)		(1,437,592	)		186,321
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions
Net realized gain from investments		2,361,466			76,629,373			7,933,055
Net realized gain/(loss) from foreign currency transactions		1,793			(79,542	)		—
Net change in unrealized appreciation/(depreciation) on investments		4,171,264			187,477,219			(2,293,349	)
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currency		244			4,613			—
Net Gain on Investments and Foreign Currency Transactions		6,534,767			264,031,663			5,639,706
Net Increase in Net Assets Resulting from Operations	$	6,369,377		$	262,594,071		$	5,826,027

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     63

Financial Information (continued)

Statement of Changes in Net Assets (continued)
Six-Month-Ended Numbers are unaudited

	RS Value						RS Partners
	For the Six Months Ended 6/30/07			For the Year Ended 12/31/06			For the Six Months Ended 6/30/07			For the Year Ended 12/31/06
Operations
Net investment income/(loss)	$	143,069		$	980,329		$	(1,616,821	)	$	6,961,551
Net realized gain/(loss) from investments and foreign currency transactions		119,665,472			142,991,912			162,899,016			176,118,861
Net change in unrealized appreciation/(depreciation) on investments and on translation of assets and liabilities in foreign currency		146,857,610			129,648,033			99,256,056			61,767,786
Net Increase/(Decrease) in Net Assets Resulting from Operations		266,666,151			273,620,274			260,538,251			244,848,198
Distributions to Shareholders
Net investment income
Class A		—			(21,838,143	)		—			(6,005,506	)
Class K		—			(1	)		—			(22,514	)
Realized gain on investments
Class A		—			(58,242,061	)		—			(110,156,174	)
Class B		—			—			—			—
Class C		—			—			—			—
Class K		—			(3	)		—			(583,245	)
Total Distributions		—			(80,080,208	)		—			(116,767,439	)
Capital Share Transactions
Proceeds from sales of shares		863,930,163			920,348,598			608,605,606			940,707,331
Proceeds from shares issued upon merger		—			—			—			47,126,725
Reinvestment of distributions		—			67,888,028			—			108,200,383
Cost of shares redeemed		(222,095,956	)		(777,428,383	)		(341,335,997	)		(842,989,705	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		641,834,207			210,808,243			267,269,609			253,044,734
Net Increase/(Decrease) in Net Assets		908,500,358			404,348,309			527,807,860			381,125,493
Net Assets
Beginning of Period		2,000,665,362			1,596,317,053			2,545,532,916			2,164,407,423
End of Period	$	2,909,165,720		$	2,000,665,362		$	3,073,340,776		$	2,545,532,916
Accumulated Undistributed Net Investment Income/(Loss) Included in Net Assets	$	(32,405	)	$	(175,474	)	$	(1,463,558	)	$	153,263
Other Information:
Shares
Sold		28,824,144			35,556,166			16,273,125			26,952,011
Issued upon merger		—			—			—			1,344,940
Reinvested		—			2,469,554			—			3,053,928
Redeemed		(7,537,485	)		(30,093,379	)		(9,293,866	)		(24,282,035	)
Net Increase/(Decrease)		21,286,659			7,932,341			6,979,259			7,068,844

The accompanying notes are an integral part of these financial statements.

64     Call 1.800.766.FUND

Financial Information (continued)

Statement of Changes in Net Assets (continued)
Six-Month-Ended Numbers are unaudited

	RS Investors						RS Global Natural Resources						RS Large Cap Value
	For the Six Months Ended 6/30/07			For the Year Ended 12/31/06			For the Six Months Ended 6/30/07			For the Year Ended 12/31/06			For the Six Months Ended 6/30/07			For the Year Ended 12/31/06
Operations
Net investment income/(loss)	$	(165,390	)	$	(150,820	)	$	(1,437,592	)	$	4,672,753		$	186,321		$	344,007
Net realized gain/(loss) from investments and foreign currency transactions		2,363,259			4,367,152			76,549,831			209,767,889			7,933,055			6,679,088
Net change in unrealized appreciation/(depreciation) on investments and on translation of assets and liabilities in foreign currency		4,171,508			4,880,950			187,481,832			(98,773,692	)		(2,293,349	)		8,784,317
Net Increase/(Decrease) in Net Assets Resulting from Operations		6,369,377			9,097,282			262,594,071			115,666,950			5,826,027			15,807,412
Distributions to Shareholders
Net investment income
Class A		—			—			—			(17,488,750	)		—			(189,854	)
Class K		—			—			—			—			—			(101,753	)
Realized gain on investments
Class A		—			(2,797,755	)		—			(202,074,401	)		—			(1,872,583	)
Class B		—			—			—			—			—			(1,520,217	)
Class C		—			—			—			—			—			(1,428,455	)
Class K		—			—			—			—			—			(1,642,341	)
Total Distributions		—			(2,797,755	)		—			(219,563,151	)		—			(6,755,203	)
Capital Share Transactions
Proceeds from sales of shares		12,968,264			54,306,490			518,713,215			760,365,730			2,004,754			4,192,343
Proceeds from shares issued upon merger		—			—			—			—			—			—
Reinvestment of distributions		—			2,393,885			—			194,902,433			—			6,710,241
Cost of shares redeemed		(12,920,191	)		(47,334,459	)		(411,299,977	)		(955,938,863	)		(14,717,573	)		(8,098,960	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		48,073			9,365,916			107,413,238			(670,700	)		(12,712,819	)		2,803,624
Net Increase/(Decrease) in Net Assets		6,417,450			15,665,443			370,007,309			(104,566,901	)		(6,886,792	)		11,855,833
Net Assets
Beginning of Period		65,128,684			49,463,241			1,610,615,380			1,715,182,281			105,454,850			93,599,017
End of Period	$	71,546,134		$	65,128,684		$	1,980,622,689		$	1,610,615,380		$	98,568,058		$	105,454,850
Accumulated Undistributed Net Investment Income/(Loss) Included in Net Assets	$	(170,080	)	$	(4,690	)	$	(3,567,305	)	$	51,306		$	240,587		$	54,266
Other Information:
Shares
Sold		1,055,939			4,930,007			14,298,719			21,452,670			136,684			304,977
Issued upon merger		—			—			—			—			—			—
Reinvested		—			201,167			—			6,056,631			—			483,727
Redeemed		(1,052,020	)		(4,327,663	)		(12,423,085	)		(27,808,355	)		(1,027,711	)		(591,494	)
Net Increase/(Decrease)		3,919			803,511			1,875,634			(299,054	)		(891,027	)		197,210

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     65

Financial Information (continued)

The financial highlights table is intended to help you understand each Fund’s financial performance for the past six reporting periods (or, if shorter, since the period of each Fund’s shares class inception). 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 each Fund (assuming reinvestment of all dividends and distributions).

Financial Highlights
Six-Month-Ended Numbers are unaudited

	Net Asset Value, Beginning of Period		Net Investment Income/ (Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Value Fund (Class A)
Six Months Ended 06/30/071	$	27.43	$	0.00	5	$	3.44		$	3.44		$	—		$	—		$	—
Year Ended 12/31/06		24.55		0.03			3.99			4.02			(0.31	)		(0.83	)		(1.14	)
Year Ended 12/31/05		21.99		0.03			2.54			2.57			(0.01	)		—			(0.01	)
Year Ended 12/31/04		17.03		(0.09	)		5.08			4.99			(0.03	)		—			(0.03	)
Year Ended 12/31/03		10.26		0.04			6.73			6.77			—			—			—
Year Ended 12/31/02		10.12		(0.05	)		0.19			0.14			—			—			—
RS Value Fund (Class C)
Period From 05/02/072 to 06/30/071	$	30.15	$	(0.01	)	$	0.71		$	0.70		$	—		$	—		$	—
RS Value Fund (Class K)
Six Months Ended 06/30/071	$	27.43	$	(0.03	)	$	3.41		$	3.38		$	—		$	—		$	—
Period From 12/04/062 to 12/31/061		28.58		0.02			(0.04	)		(0.02	)		(0.30	)		(0.83	)		(1.13	)
RS Value Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	30.15	$	0.02		$	0.72		$	0.74		$	—		$	—		$	—
RS Partners Fund (Class A)
Six Months Ended 06/30/071	$	35.04	$	(0.02	)	$	3.58		$	3.56		$	—		$	—		$	—
Year Ended 12/31/06		33.01		0.10			3.61			3.71			(0.09	)		(1.59	)		(1.68	)
Year Ended 12/31/05		34.77		—			4.17			4.17			—			(5.93	)		(5.93	)
Year Ended 12/31/04		27.70		(0.14	)		8.89			8.75			—			(1.68	)		(1.68	)
Year Ended 12/31/03		17.82		0.06			11.54			11.60			(0.02	)		(1.70	)		(1.72	)
Year Ended 12/31/02		17.67		(0.11	)		0.33			0.22			—			(0.07	)		(0.07	)
RS Partners Fund (Class K)
Six Months Ended 06/30/071	$	35.05	$	(0.08	)	$	3.53		$	3.45		$	—		$	—		$	—
Period From 10/13/062 to 12/31/061		35.04		—			1.67			1.67			(0.06	)		(1.60	)		(1.66	)
RS Partners Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	37.83	$	0.04		$	0.75		$	0.79		$	—		$	—		$	—

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

66     Call 1.800.766.FUND

Financial Information (continued)

Financial Highlights
Six-Month-Ended Numbers are unaudited

	Net Asset Value, End of Period		Total Return4			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets3
RS Value Fund (Class A)
Six Months Ended 06/30/071	$	30.87		12.54	%	$	2,890,140		1.33	%
Year Ended 12/31/06		27.43		16.37	%		2,000,665		1.36	%
Year Ended 12/31/05		24.55		11.67	%		1,596,317		1.39	%
Year Ended 12/31/04		21.99		29.31	%		628,586		1.49	%
Year Ended 12/31/03		17.03		65.98	%		373,791		1.54	%
Year Ended 12/31/02		10.26		1.38	%		57,916		1.67	%
RS Value Fund (Class C)
Period From 05/02/072 to 06/30/071	$	30.85		2.32	%	$	2,128		2.12	%
RS Value Fund (Class K)
Six Months Ended 06/30/071	$	30.81		12.32	%	$	1,229		1.78	%
Period From 12/04/062 to 12/31/061		27.43		(0.06	)%		—		1.28	%
RS Value Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	30.89		2.45	%	$	15,669		1.10	%
RS Partners Fund (Class A)
Six Months Ended 06/30/071	$	38.60		10.16	%	$	3,039,791		1.49	%
Year Ended 12/31/06		35.04		11.19	%		2,532,086		1.49	%
Year Ended 12/31/05		33.01		11.94	%		2,164,407		1.48	%
Year Ended 12/31/04		34.77		31.81	%		2,044,457		1.49	%
Year Ended 12/31/03		27.70		65.63	%		852,615		1.54	%
Year Ended 12/31/02		17.82		1.23	%		113,467		1.88	%
RS Partners Fund (Class K)
Six Months Ended 06/30/071	$	38.50		9.84	%	$	15,521		1.83	%
Period From 10/13/062 to 12/31/061		35.05		4.71	%		13,447		1.82	%
RS Partners Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	38.62		2.09	%	$	18,030		1.27	%

	Gross Ratio of Expenses to Average Net Assets			Net Ratio of Net Investment Income/ (Loss) to Average Net Assets3			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets			Portfolio Turnover Rate
RS Value Fund (Class A)
Six Months Ended 06/30/071		1.33	%		0.01	%		0.01	%		21	%
Year Ended 12/31/06		1.37	%		0.06	%		0.05	%		72	%
Year Ended 12/31/05		1.39	%		(0.15	)%		(0.15	)%		83	%
Year Ended 12/31/04		1.63	%		(0.65	)%		(0.79	)%		147	%
Year Ended 12/31/03		1.69	%		0.54	%		0.39	%		129	%
Year Ended 12/31/02		1.74	%		(0.40	)%		(0.47	)%		125	%
RS Value Fund (Class C)
Period From 05/02/072 to 06/30/071		2.71	%		(0.37	)%		(0.95	)%		21	%
RS Value Fund (Class K)
Six Months Ended 06/30/071		1.83	%		(0.29	)%		(0.34	)%		21	%
Period From 12/04/062 to 12/31/061		1.28	%		0.35	%		0.35	%		72	%
RS Value Fund (Class Y)
		1.13	%		0.59	%		0.56	%		21	%
Period From 05/02/072 to 06/30/071
RS Partners Fund (Class A)
Six Months Ended 06/30/071		1.51	%		(0.12	)%		(0.14	)%		20	%
Year Ended 12/31/06		1.52	%		0.29	%		0.26	%		60	%
Year Ended 12/31/05		1.52	%		—	%		(0.04	)%		77	%
Year Ended 12/31/04		1.64	%		(0.59	)%		(0.74	)%		108	%
Year Ended 12/31/03		1.60	%		0.27	%		0.21	%		97	%
Year Ended 12/31/02		1.97	%		(0.90	)%		(0.99%	)%		166	%
RS Partners Fund (Class K)
Six Months Ended 06/30/071		1.85	%		(0.46	)%		(0.48	)%		20	%
Period From 10/13/062 to 12/31/061		1.86	%		(0.03	)%		(0.07	)%		60	%
RS Partners Fund (Class Y)
Period From 05/02/072 to 06/30/071		1.27	%		0.85	%		0.85	%		20	%

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     67

Financial Information (continued)

Financial Highlights (continued)
Six-Month-Ended Numbers are unaudited

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Investors Fund (Class A)
Six Months Ended 06/30/071	$	11.75	$	(0.03	)	$	1.18		$	1.15		$	—		$	—		$	—
Year Ended 12/31/06		10.44		(0.03	)		1.87			1.84			—			(0.53	)		(0.53	)
Period From 11/15/052 to 12/31/051		10.00		(0.01	)		0.45			0.44			—			—			—
RS Investors Fund (Class K)
Period From 01/03/072 to 06/30/071	$	11.71	$	(0.01	)	$	1.18		$	1.17		$	—		$	—		$	—
RS Investors Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	12.56	$	0.01		$	0.34		$	0.35		$	—		$	—		$	—
RS Global Natural Resources
Fund (Class A)
Six Months Ended 06/30/071	$	30.84	$	(0.03	)	$	5.80		$	5.77		$	—		$	—		$	—
Year Ended 12/31/06		32.65		0.12			2.72			2.84			(0.37	)		(4.28	)		(4.65	)
Year Ended 12/31/05		24.72		0.32			10.14			10.46			(0.69	)		(1.84	)		(2.53	)
Year Ended 12/31/04		19.23		(0.02	)		6.58			6.56			(0.04	)		(1.03	)		(1.07	)
Year Ended 12/31/03		13.53		(0.01	)		5.71			5.70			—			—			—
Year Ended 12/31/02		11.56		(0.06	)		2.03			1.97			—			—			—
RS Global Natural Resources
Fund (Class C)
Period From 05/02/072 to 06/30/071	$	35.26	$	(0.03	)	$	1.31		$	1.28		$	—		$	—		$	—
RS Global Natural Resources
Fund (Class K)
Six Months Ended 06/30/071	$	30.84	$	(0.03	)	$	5.70		$	5.67		$	—		$	—		$	—
Period From 12/04/062 to 12/31/061		37.05		0.04			(1.61	)		(1.57	)		(0.36	)		(4.28	)		(4.64	)
RS Global Natural Resources
Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	35.26	$	0.01		$	1.35		$	1.36		$	—		$	—		$	—

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

68     Call 1.800.766.FUND

Financial Information (continued)

Financial Highlights (continued)
Six-month-Ended Numbers are unaudited

	Net Asset Value, End of Period		Total Return4			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets3			Gross Ratio of Expenses to Average Net Assets			Net Ratio of Net Investment Income/ (Loss) to Average Net Assets3			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets			Portfolio Turnover Rate
RS Investors Fund (Class A)
Six Months Ended 06/30/071	$	12.90		9.79	%	$	69,411		1.58	%		1.59	%		(0.50	)%		(0.51	)%		29	%
Year Ended 12/31/06		11.75		17.55	%		65,129		1.54	%		1.60	%		(0.23	)%		(0.29	)%		116	%
Period From 11/15/052 to 12/31/051		10.44		4.40	%		49,463		3.74	%		3.77	%		(1.66	)%		(1.69	)%		5	%
RS Investors Fund (Class K)
Period From 01/03/072 to 06/30/071	$	12.88		9.99	%	$	27		1.98	%		13.74	%		(0.66	)%		(12.42	)%		29	%
RS Investors Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	12.91		2.79	%	$	2,108		1.34	%		1.37	%		0.57	%		0.54	%		29	%
RS Global Natural Resources
Fund (Class A)
Six Months Ended 06/30/071	$	36.61		18.71	%	$	1,909,351		1.49	%		1.53	%		(0.18	)%		(0.22	)%		24	%
Year Ended 12/31/06		30.84		8.11	%		1,610,612		1.49	%		1.53	%		0.24	%		0.20	%		62	%
Year Ended 12/31/05		32.65		42.23	%		1,715,182		1.49	%		1.56	%		0.95	%		0.88	%		62	%
Year Ended 12/31/04		24.72		34.43	%		628,512		1.50	%		1.59	%		(0.18	)%		(0.27	)%		97	%
Year Ended 12/31/03		19.23		42.13	%		142,476		1.69	%		1.76	%		(0.13	)%		(0.20	)%		117	%
Year Ended 12/31/02		13.53		17.04	%		38,763		1.77	%		1.86	%		(0.55	)%		(0.64	)%		159	%
RS Global Natural Resources
Fund (Class C)
Period From 05/02/072 to 06/30/071	$	36.54		3.63	%	$	1,347		2.28	%		2.56	%		(0.74	)%		(1.02	)%		24	%
RS Global Natural Resources
Fund (Class K)
Six Months Ended 06/30/071	$	36.51		18.39	%	$	126		1.92	%		3.40	%		(0.41	)%		(1.89	)%		24	%
Period From 12/04/062 to 12/31/061		30.84		(4.76	)%		3		1.75	%		1.75	%		(0.23	)%		(0.23	)%		62	%
RS Global Natural Resources
Fund (Class Y)
Period From 05/02/072 to 06/30/071	$	36.62		3.86	%	$	69,799		1.20	%		1.20	%		0.33	%		0.33	%		24	%

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     69

Financial Information (continued)

Financial Highlights (continued)
Six-Month-Ended Numbers are unaudited

	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)			Net Realized and Unrealized Gain/(Loss)		Total Operations		Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Large Cap Value
Fund (Class A)
Six Months Ended 06/30/071	$	14.33	$	0.06		$	0.88	$	0.94	$	—		$	—		$	—
Year Ended 12/31/2006		13.07		0.11			2.17		2.28		(0.09	)		(0.93	)		(1.02	)
Year Ended 12/31/2005		13.30		0.10			1.12		1.22		(0.11	)		(1.34	)		(1.45	)
Year Ended 12/31/2004		12.82		0.08			1.59		1.67		(0.07	)		(1.12	)		(1.19	)
Period From 02/03/20032 to 12/31/20031		10.00		0.08			3.06		3.14		(0.07	)		(0.25	)		(0.32	)
RS Large Cap Value
Fund (Class B)
Six Months Ended 06/30/071	$	14.27	$	0.00	5	$	0.87	$	0.87	$	—		$	—		$	—
Year Ended 12/31/2006		13.02		0.00	5		2.18		2.18		—			(0.93	)		(0.93	)
Year Ended 12/31/2005		13.24		(0.00	) 5		1.12		1.12		—			(1.34	)		(1.34	)
Year Ended 12/31/2004		12.80		(0.01	)		1.57		1.56		—			(1.12	)		(1.12	)
Period From 02/03/20032 to 12/31/20031		10.00		0.00	5		3.06		3.06		(0.01	)		(0.25	)		(0.26	)
RS Large Cap Value
Fund (Class C)
Six Months Ended 06/30/071	$	14.27	$	0.00	5	$	0.87	$	0.87	$	—		$	—		$	—
Year Ended 12/31/2006		13.02		0.00	5		2.18		2.18		—			(0.93	)		(0.93	)
Year Ended 12/31/2005		13.24		(0.00	) 5		1.12		1.12		—			(1.34	)		(1.34	)
Year Ended 12/31/2004		12.80		(0.01	)		1.57		1.56		—			(1.12	)		(1.12	)
Period From 02/03/20032 to 12/31/20031		10.00		0.00	5		3.06		3.06		(0.01	)		(0.25	)		(0.26	)
RS Large Cap Value
Fund (Class K)
Six Months Ended 06/30/071	$	14.33	$	0.04		$	0.87	$	0.91	$	—		$	—		$	—
Year Ended 12/31/2006		13.07		0.07			2.18		2.25		(0.06	)		(0.93	)		(0.99	)
Year Ended 12/31/2005		13.30		0.07			1.11		1.18		(0.07	)		(1.34	)		(1.41	)
Year Ended 12/31/2004		12.83		0.05			1.58		1.63		(0.04	)		(1.12	)		(1.16	)
Period From 02/03/20032 to 12/31/20031		10.00		0.05			3.07		3.12		(0.04	)		(0.25	)		(0.29	)

See notes to Financial Highlights on page 71.
The accompanying notes are an integral part of these financial statements.

70     Call 1.800.766.FUND

Financial Information (continued)

Financial Highlights (continued)
Six-Month-Ended Numbers are unaudited

	Net Asset Value, End of Period		Total Return4			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets3			Gross Ratio of Expenses to Average Net Assets			Net Ratio of Net Investment Income/ (Loss) to Average Net Assets3			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets			Portfolio Turnover Rate
RS Large Cap Value
Fund (Class A)
Six Months Ended 06/30/071	$	15.27		6.56	%	$	28,205		1.37	%		1.37	%		0.80	%		0.80	%		22	%
Year Ended 12/31/2006		14.33		17.84	%		30,526		1.42	%		1.42	%		0.77	%		0.77	%		31	%
Year Ended 12/31/2005		13.07		9.32	%		27,050		1.44	%		1.44	%		0.75	%		0.75	%		35	%
Year Ended 12/31/2004		13.30		13.43	%		26,676		1.44	%		1.44	%		0.68	%		0.68	%		32	%
Period From 02/03/20032 to 12/31/20031		12.82		31.48	%		21,705		1.59	%		1.59	%		0.78	%		0.78	%		45	%
RS Large Cap Value
Fund (Class B)
Six Months Ended 06/30/071	$	15.14		6.10	%	$	22,030		2.10	%		2.10	%		0.06	%		0.06	%		22	%
Year Ended 12/31/2006		14.27		17.03	%		24,585		2.18	%		2.18	%		0.02	%		0.02	%		31	%
Year Ended 12/31/2005		13.02		8.54	%		22,643		2.19	%		2.19	%		0.01	%		0.01	%		35	%
Year Ended 12/31/2004		13.24		12.52	%		24,646		2.19	%		2.19	%		(0.07	)%		(0.07	)%		32	%
Period From 02/03/20032 to 12/31/20031		12.80		30.65	%		21,378		2.33	%		2.33	%		0.03	%		0.03	%		45	%
RS Large Cap Value
Fund (Class C)
Six Months Ended 06/30/071	$	15.14		6.10	%	$	20,799		2.10	%		2.10	%		0.06	%		0.06	%		22	%
Year Ended 12/31/2006		14.27		17.03	%		23,163		2.18	%		2.18	%		0.02	%		0.02	%		31	%
Year Ended 12/31/2005		13.02		8.54	%		21,005		2.19	%		2.19	%		0.01	%		0.01	%		35	%
Year Ended 12/31/2004		13.24		12.52	%		23,507		2.19	%		2.19	%		(0.07	)%		(0.07	)%		32	%
Period From 02/03/20032 to 12/31/20031		12.80		30.65	%		20,801		2.33	%		2.33	%		0.04	%		0.04	%		45	%
RS Large Cap Value
Fund (Class K)
Six Months Ended 06/30/071	$	15.24		6.35	%	$	27,534		1.71	%		1.79	%		0.46	%		0.38	%		22	%
Year Ended 12/31/2006		14.33		17.55	%		27,181		1.71	%		1.71	%		0.49	%		0.49	%		31	%
Year Ended 12/31/2005		13.07		9.02	%		22,901		1.71	%		1.71	%		0.49	%		0.49	%		35	%
Year Ended 12/31/2004		13.30		13.05	%		24,342		1.70	%		1.70	%		0.42	%		0.42	%		32	%
Period From 02/03/20032 to 12/31/20031		12.83		31.22	%		20,944		1.88	%		1.88	%		0.49	%		0.49	%		45	%

Distributions reflect actual per-share amounts distributed for the period.

1	Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.
2	Commencement of operations.
3	Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income/(Loss) to Average Net Assets include the effect of fee waivers, expense limitations, and custody credits, if applicable.
4	Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.
5	Rounds to less than $0.01 per share.

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     71

Notes to Financial Statements (unaudited)

RS Investment Trust (the “Trust”), a Massachusetts business trust organized on May 11, 1987, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. These financial statements relate to five series offered by the Trust: RS Value Fund, RS Partners Fund, RS Investors Fund, RS Global Natural Resources Fund and RS Large Cap Value Fund (each a “Fund,” collectively the “Funds”). All of the Funds are registered as diversified funds, other than RS Investors Fund and RS Partners Fund, which are registered as nondiversified funds.

The Funds offer Class A and K shares. Additionally, RS Large Cap Value Fund offers Class B and C shares. Effective May 1, 2007, RS Value Fund, RS Investors Fund and RS Global Natural Resources Fund offer Class C and Y shares. Effective May 1, 2007, RS Partners Fund offers Class Y shares. The classes differ principally in their respective applicable sales charges and expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive voting rights with respect to matters affecting only individual classes.

Note 1 Significant Accounting Policies

The following policies are in conformity with accounting principles generally accepted in the United States of America. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and asked prices. Securities traded on the Nasdaq Stock Market, Inc. (“Nasdaq”) are generally valued at the Nasdaq official closing price, which may not be the last sale price. If the Nasdaq official closing price is not available for a security, that security will generally be valued using the last reported sale price, or, if no sales are reported, at the mean between the closing bid and asked prices. Short-term investments that will mature in 60 days or less are valued at amortized cost, which approximates market value. Repurchase agreements are carried at cost. Foreign securities are valued in the currencies of the markets where they trade and then converted to U.S. dollars using the prevailing exchange rates at the close of the New York Stock Exchange (NYSE). Investments by a Fund in open-end management investment companies that are registered under the 1940 Act are valued based upon the net asset values of such investment companies.

Securities for which market quotations are not readily available or for which market quotations may be unreliable are valued at their fair values as determined in accordance with the guidelines and procedures adopted by the Funds’ Board of Trustees.

Securities whose values have been affected by events occurring before the Funds’ valuation time but after the close of the securities’ principal exchange or market may be fair valued using methods approved by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold or there is a foreign market holiday on a day when the NYSE is open, the values of a Fund’s investments in foreign securities generally will be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.

Certain securities held by a Fund may be restricted as to resale. In cases where securities of the same class are publicly traded, the restricted securities are valued based on the market value of the publicly traded securities, subject to discounts at levels determined in accordance with procedures approved by the Trustees. The securities may be revalued periodically taking into consideration, among other things, the effect of any restrictions on the sale of the security, product development and trends of the security’s issuer, changes in the industry and other competing companies, significant changes in the issuer’s financial position, prices at which the issuer subsequently issues the same or comparable securities, prices at which the same or comparable securities are sold, and any other event RS Investments determined would have a significant impact on the value of the security. The approximate percentages of the Funds’ net assets valued using these guidelines and procedures at June 30, 2007, were as follows:

Fund	Percentage
RS Value	0.12	%
RS Partners	0.36	%
RS Investors	—	%
RS Global Natural Resources	0.05	%
RS Large Cap Value	—	%

72     Call 1.800.766.FUND

In their normal course of business, some of the Funds may invest a significant portion of their assets in companies concentrated within a number of industries. Accordingly, the performance of these Funds may be subject to a greater risk of market fluctuation than that of a fund invested in a wider spectrum of market or industrial sectors.

b. Federal Income Taxes The Funds intend to continue complying with the requirements of the Internal Revenue Code to qualify as regulated investment companies, and to distribute all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Funds do not expect to be subject to income tax, and no provision for such tax has been made.

From time to time, however, a Fund may choose to pay an excise tax where the cost of making the required distribution exceeds the amount of the tax.

c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.

d. Foreign Currency Translation The accounting records of the Funds are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Funds denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the New York Stock Exchange on each business day. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Funds do not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes accretion/discount, is accrued and recorded daily.

In calculating net asset value per share for each class, investment income, realized and unrealized gains and losses and expenses other than class specific expenses, are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day.

f. Expenses Many expenses of the Trust can be directly attributed to a specific Fund. Expenses that cannot be directly attributed to a specific Fund are apportioned among all the series in the Trust, based on relative net assets.

Custody credits and other waivers represent the waiver of fees by the Funds’ custodian and custody credits realized as a result of uninvested cash balances used to reduce the Funds’ expenses.

g. Distributions to Shareholders Dividends from net investment income and net realized capital gains, if any, will be declared and paid at least annually. Dividends to shareholders are recorded on the ex-dividend date.

h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Funds.

i. Temporary Borrowings The Funds, with other funds managed by the same adviser, share in a $75 million committed revolving credit/overdraft protection facility from PNC Bank for temporary purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the market rates at the time of borrowing; all the funds that are parties to the facility share in a commitment fee that is allocated among the funds on the basis of their respective sizes. Each Fund may borrow up to the lesser of one-third of its total assets (including amounts borrowed) or any lower limit specified in the Fund’s Statement of Additional Information or the Prospectus.

www.RSinvestments.com     73

Notes to Financial Statements (unaudited) (continued)

For the six months ended June 30, 2007, none of the Funds borrowed from the facility.

j. Custody Credits The Funds have entered into an arrangement with their custodian whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the Funds’ expenses. During the period, under this arrangement, custodian fees were reduced as per the table below. The Funds could have employed the uninvested assets to produce income in the Funds if the Funds had not entered into such an arrangement.

Fund	Custody Credits
RS Value		$	4,613
RS Partners			13,147
RS Investors			4
RS Global Natual Resources			5,595
RS Large Cap Value			10

Note 2 Capital Shares

a. Transactions The Funds have authorized an unlimited number of shares of beneficial interest with no par value. Transactions in capital shares for the Funds are shown below.

Note 3 Transactions with Affiliates

a. Advisory Fees and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Funds pay RS Investment Management Co. LLC (“RS Investments”), an investment advisory fee calculated at an annual rate of the average daily net assets of the Funds as disclosed below:

Fund	Investment Advisory Percentage
RS Value		0.85%
RS Partners		1.00%
RS Investors		1.00%
RS Global Natural Resources		1.00%
RS Large Cap Value		0.83%

Transactions in Capital Shares
(See Note 2a)

				RS Value Fund
	For the Six Months Ended 06/30/07					For the Year Ended 12/31/06
Class A	Shares			Amount		Shares			Amount
Shares Sold	28,201,060		$	844,917,525		35,556,166		$	920,348,598
Shares Reinvested	—			—		2,469,554			67,888,028
Shares Redeemed	(7,530,564	)		(221,882,038	)	(30,093,379	)		(777,428,383	)
Net Increase	20,670,496		$	623,035,487		7,932,341		$	210,808,243
Class C
Shares Sold	69,869		$	2,162,342		—		$	—
Shares Redeemed	(893	)		(27,906	)	—			—
Net Increase	68,976		$	2,134,436		—		$	—
Class K
Shares Sold	39,919		$	1,171,065		4		$	117
Shares Reinvested	—			—		—	(a)		4
Shares Redeemed	(28	)		(852	)	—			—
Net Increase	39,891		$	1,170,213		4		$	121
Class Y
Shares Sold	513,296		$	15,679,231		—		$	—
Shares Redeemed	(6,000	)		(185,160	)	—			—
Net Increase	507,296		$	15,494,071		—		$	—

^(a) Less than one full share.

74     Call 1.800.766.FUND

Transactions in Capital Shares (continued)

				RS Partners Fund
	For the Six Months Ended 06/30/07					For the Year Ended 12/31/06
Class A	Shares			Amount		Shares			Amount
Shares Sold	15,777,536		$	589,682,001		26,946,483		$	940,510,742
Shares Reinvested	—			—		3,036,836			107,594,625
Shares Redeemed	(9,284,595	)		(341,000,716	)	(24,280,787	)		(842,945,217	)
Shares Issued
Upon Merger	—			—		982,636			34,431,592
Net Increase	6,492,941		$	248,681,285		6,685,168		$	239,591,742
Class K
Shares Sold	28,544		$	1,050,281		5,528		$	196,589
Shares Reinvested	—			—		17,092			605,758
Shares Redeemed	(9,131	)		(329,927	)	(1,248	)		(44,488	)
Shares Issued
Upon Merger	—			—		362,304			12,695,133
Net Increase	19,413		$	720,354		383,676		$	13,452,992
Class Y
Shares Sold	467,045		$	17,873,324		—		$	—
Shares Redeemed	(140	)		(5,354	)	—			—
Net Increase	466,905		$	17,867,970		—		$	—

				RS Investors Fund
	For the Six Months Ended 06/30/07					For the Year Ended 12/31/06
Class A	Shares			Amount		Shares			Amount
Shares Sold	890,288		$	10,880,529		4,930,007		$	54,306,490
Shares Reinvested	—			—		201,167			2,393,885
Shares Redeemed	(1,051,773	)		(12,917,205	)	(4,327,663	)		(47,334,459	)
Net Increase/(Decrease)	(161,485	)	$	(2,036,676	)	803,511		$	9,365,916
Class K
Shares Sold	2,346		$	28,654		—		$	—
Shares Redeemed	(247	)		(2,986	)	—			—
Net Increase	2,099		$	25,668		—		$	—
Class Y
Shares Sold	163,305		$	2,059,081		—		$	—
Net Increase	163,305		$	2,059,081		—		$	—

www.RSinvestments.com     75

Notes to Financial Statements (unaudited) (continued)

Transactions in Capital Shares (continued)

			RS Global Natural Resources Fund
	For the Six Months Ended 06/30/07					For the Year Ended 12/31/06
Class A	Shares			Amount		Shares			Amount
Shares Sold	12,340,905		$	444,787,408		21,452,575		$	760,362,193
Shares Reinvested	—			—		6,056,617			194,901,990
Shares Redeemed	(12,411,589	)		(410,886,646	)	(27,808,355	)		(955,938,863	)
Net Increase/(Decrease)	(70,684	)	$	33,900,762		(299,163	)	$	(674,680	)
Class C
Shares Sold	36,849		$	1,359,675		—		$	—
Shares Redeemed	(3	)		(118	)	—			—
Net Increase	36,846		$	1,359,557		—		$	—
Class K
Shares Sold	3,757		$	129,475		95		$	3,537
Shares Reinvested	—			—		14			443
Shares Redeemed	(407	)		(13,213	)	—			—
Net Increase	3,350		$	116,262		109		$	3,980
Class Y
Shares Sold	1,917,208		$	72,436,657		—		$	—
Shares Redeemed	(11,086	)		(400,000	)	—			—
Net Increase	1,906,122		$	72,036,657		—		$	—

				RS Large Cap Value Fund
	For the Six Months Ended 06/30/07					For the Year Ended 12/31/06
Class A	Shares			Amount		Shares			Amount
Shares Sold	42,692		$	625,929		119,858		$	1,642,630
Shares Reinvested	—			—		146,381			2,030,364
Shares Redeemed	(325,188	)		(4,685,206	)	(206,791	)		(2,821,550	)
Net Increase/(Decrease)	(282,496	)	$	(4,059,277	)	59,448		$	851,444
Class B
Shares Sold	4,508		$	64,801		15,666		$	214,696
Shares Reinvested	—			—		108,733			1,507,333
Shares Redeemed	(272,924	)		(3,895,547	)	(140,673	)		(1,924,323	)
Net Decrease	(268,416	)	$	(3,830,746	)	(16,274	)	$	(202,294	)
Class C
Shares Sold	5,168		$	76,511		2,387		$	32,969
Shares Reinvested	—			—		103,031			1,428,453
Shares Redeemed	(255,248	)		(3,635,076	)	(95,461	)		(1,304,121	)
Net Increase/(Decrease)	(250,080	)	$	(3,558,565	)	9,957		$	157,301
Class K
Shares Sold	84,316		$	1,237,513		167,066		$	2,302,048
Shares Reinvested	—			—		125,582			1,744,091
Shares Redeemed	(174,351	)		(2,501,744	)	(148,569	)		(2,048,966	)
Net Increase/(Decrease)	(90,035	)	$	(1,264,231	)	144,079		$	1,997,173

76     Call 1.800.766.FUND

RS Investments has entered into a Sub-Advisory agreement with UBS Global Asset Management (Americas), Inc. (“UBS Global AM”). UBS Global AM is responsible for the day-to-day investment advisory services of RS Large Cap Value Fund, subject to the supervision and direction of the Board of Trustees of the Trust and review of RS Investments. As compensation for its services, RS Investments pays fees to UBS Global AM at an annual rate of 0.43% of RS Large Cap Value Fund’s average daily net assets. Payment of the sub-investment advisory fees does not represent a separate or additional expense to RS Large Cap Value Fund. Pursuant to a Sub-Administration and Accounting Services Agreement, Guardian Investor Services LLC (“GIS”), which holds a majority interest in RS Investments, receives fees at an annual rate 0.042% of RS Large Cap Value Fund’s average daily net assets from RS Investments.

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2008 for the following Funds, which provides that RS Investments will waive advisory fees to the extent necessary to prevent the Funds’ total annual operating expenses for Class A shares (excluding expenses indirectly incurred by the Funds through investments in certain pooled investment vehicles, interest, taxes and extraordinary expenses) from exceeding the following rates:

Fund	Expense Limitation
RS Value, Class A	1.49	%
RS Partners, Class A	1.49	%
RS Global Natural Resources, Class A	1.49	%

Additionally, RS Investments has agreed through April 30, 2008 to reduce the advisory fee of each of the other classes of such Funds so that, at all times through April 30, 2008, each class will pay advisory fees at the same rate as Class A.

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through December 31, 2009, to limit RS Large Cap Value Fund’s total annual fund operating expenses (excluding interest expense associated with reverse repurchase agreements and securities lending) to the following rates:

Fund	Expense Limitation
RS Large Cap Value, Class A	1.43	%
RS Large Cap Value, Class B	2.19	%
RS Large Cap Value, Class C	2.19	%
RS Large Cap Value, Class K	1.71	%

In addition, for the six-month period ended June 30, 2007, RS Investments voluntarily waived certain class specific expenses in the amounts shown below:

Fund	Amount Waived
RS Global Natural Resources, Class C		$	386
RS Global Natural Resources, Class K			408
RS Value, Class C			814
RS Value, Class K			196
RS Value, Class Y			442
RS Investors, Class K			870
RS Investors, Class Y			63

RS Investments does not intend to recoup any waived expenses or waived advisory fees from a prior year under expense limitations then in effect for a Fund.

Park Avenue Securities LLC (“PAS”), a wholly-owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of GIS, which holds a majority interest in RS Investments, distributes the Funds’ shares as a retail broker-dealer. For the six months ended June 30, 2007, PAS received $875,363 from GIS as compensation for its services.

The Funds have entered into an Underwriting Agreement with GIS pursuant to which GIS serves as the principal underwriter for shares of the Funds.

For the six months ended June 30, 2007, aggregate front-end sales charges for the sale of Class A shares paid to GIS were as follows:

Fund	Commissions
RS Value		$	91,329
RS Partners			3,950
RS Investors			2,691
RS Global Natural Resources			25,320
RS Large Cap Value			1,557

www.RSinvestments.com     77

Notes to Financial Statements (unaudited) (continued)

GIS is entitled to retain any contingent deferred sales load (“CDSL”) imposed on certain Class B, Class C and Class K share redemptions. For the six months ended June 30, 2007, GIS received CDSL charges as follows:

Fund	Amount
RS Value	$	839
RS Global Natural Resources		13
RS Large Cap Value		1,422

b. Compensation of Trustees and Officers Trustees and officers of the Funds who are interested persons of RS Investments, as defined in the 1940 Act, receive no compensation from the Funds for acting as such. Trustees of the Funds who are not interested persons of RS Investments (“disinterested Trustees”) receive compensation and reimbursement of expenses.

Under a Deferred Compensation Plan (the “Plan”), a disinterested Trustee may elect to defer receipt of all, or a portion, of his/her annual compensation. The amount of a Fund’s deferred compensation obligation to a Trustee is determined by adjusting the amount of the deferred compensation to reflect the investment return of one or more RS Funds designated for the purpose by the Trustee. A Fund may cover its deferred compensation obligation to a Trustee by investing in one or more of such designated Funds. Each Fund’s liability for deferred compensation to a Trustee is adjusted periodically to reflect the investment performance of the Funds designated by the Trustee. Deferred amounts remain in a Fund until distributed in accordance with the Plan. Trustees’ fees in the accompanying financial statements include the current fees, either paid in cash or deferred, and the net increase or decrease in the value of the deferred amounts.

c. Distribution Fees The Funds have entered into an agreement with GIS for distribution services with respect to their shares, except for Class Y shares, and have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, whose continuance is reviewed annually by the Funds’ Board of Trustees. Under the Plan, GIS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of each Fund as follows:

Fund	Average Annual Rate		Amount Paid for six months ended June 30, 2007
RS Value Fund
Class A		0.25%	$	2,964,591
Class C		1.00%		1,400
Class K		0.65%		2,697
RS Partners Fund
Class A		0.25%		3,363,338
Class K		0.65%		46,760
RS Investors
Class A		0.25%		83,969
Class C		—%		—
Class K		0.65%		48
RS Global Natural Resources
Class A		0.25%		2,022,843
Class C		1.00%		1,378
Class K		0.65%		181
RS Large Cap Value Fund
Class A		0.25%		34,870
Class B		1.00%		109,654
Class C		1.00%		102,924
Class K		0.65%		86,218

RS Investments may perform certain services and incur certain expenses in respect of the promotion of the Funds’ shares and the servicing of shareholder accounts and may be compensated by GIS for those services. In addition to payments under the Distribution Plan, the Funds reimburse GIS for payments GIS makes to financial intermediaries that provide certain administrative and account maintenance shareholder services. The amount of the reimbursement is calculated in a manner approved by the Trustees and is reviewed by the Trustees periodically.

d. Affiliated Issuers If a Fund owns 5% or more of the outstanding voting shares of an issuer, the Fund’s investment represents an investment in an affiliated person as defined by the 1940 Act. A summary of the Funds with transactions in the securities of affiliated issuers for the six months ended June 30, 2007, is listed in the table on the next page.

Note 4 Federal Income Taxes

a. Distributions to Shareholders The tax character of distributions paid during the year ended December 31, 2006 was as follows:

Fund	Ordinary Income Total		Long-Term Capital Gain Total
RS Value	$	20,663,590	$	59,416,618
RS Partners		8,179,243		108,588,196
RS Investors		2,797,755		—
RS Global Natural Resources		63,302,678		156,260,474
RS Large Cap Value		301,196		6,454,007

78     Call 1.800.766.FUND

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Funds, timing differences, and differing characterizations of distributions made by the Funds. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.

See the chart below for the tax basis of distributable earnings as of December 31, 2006, which is the most recently completed tax year.

Fund	Undistributed Ordinary Income		Undistributed Long-Term Gains
RS Value	$	8,247,293	$	18,038,115
RS Partners		503,047		33,019,058
RS Investors		1,499,317		—
RS Global Natural Resources		285,704		—
RS Large Cap Value		301,261		1,595,134

During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Funds if not distributed and, therefore, are normally distributed to shareholders annually.

During the year ended December 31, 2006, no Fund utilized capital loss carryovers, nor do any of the Funds have capital loss carryovers available for use in future offsets.

Under current income tax law, net capital and currency losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the year ended December 31, 2006, the Funds elected to defer net capital and currency losses as follows:

Fund	Amount
RS Value	$	24,309
RS Partners		53,713
RS Investors		3,745
RS Global Natural Resources		1,151,738
RS Large Cap Value		—

b. Tax Basis of Investments The cost of investments (excluding foreign currency related transactions) for federal income tax purposes at June 30, 2007, for each Fund is listed in the chart below. The net unrealized appreciation/(depreciation) on investments, which consists of gross unrealized appreciation and depreciation, is also disclosed in the chart on the next page.

Affiliated Issuers
(see Note 3d)

Fund	Issuer	Number of Shares or Principal Amount Held at Beginning of Period		Gross Additions		Gross Reductions		Number of Shares or Principal Amount Held at End of Period		Income		Value
RS Global Natural
Resources	Anderson Energy Ltd.		4,613,000		—		—		4,613,000	$	—	$	19,920,019
	Basic Energy Services, Inc.		1,712,590		91,500		—		1,804,090		—		46,130,581
											—		66,050,600
RS Partners
	Aaron Rents, Inc.		2,294,070		—		—		2,294,070		34,411		66,986,844
	Carter’s, Inc.		2,426,040		535,600				2,961,640		—		76,824,942
	Coinmach Service Corp.		1,666,400				1,666,400		—		624,900		—
	Coinmach Service Corp., Class A		815,350		701,860				1,517,210		167,962		20,072,688
	Coinstar, Inc.		2,464,452						2,464,452		—		77,580,949
	Commerical Vehicle Group, Inc.		2,047,101		—		—		2,047,101		—		38,137,492
	Corinthian Colleges, Inc.		5,717,652		146498				5,864,150		—		95,527,004
	eResearch Technology, Inc.		5,048,430		169045				5,217,475		—		49,618,187
	LCA-Vision, Inc.		1,167,533		84300				1,251,833		225,330		59,161,628
	OneBeacon Insurance Group Ltd., Class A		932,540		1229197				2,161,737		453,965		54,756,798
	Triarc Cos., Inc. Class B		6,003,100		—		—		6,003,100		540,279		94,248,670
	Coinmach Service Corp., 11.00%, 12/1/2024	$	—	$	1,666,400	$	—	$	1,666,400		2,166		11,064,896
										$	2,049,013	$	643,980,098

www.RSinvestments.com     79

Notes to Financial Statements (unaudited) (continued)

Note 5 Investments

a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) for the six-month period ended June 30, 2007, were as follows:

Fund	Cost of Investments Purchased		Proceeds from Investments Sold
RS Value	$	1,196,668,373	$	479,976,090
RS Partners		820,076,555		519,364,800
RS Investors		19,317,489		19,286,820
RS Global Natural Resources		395,676,117		361,448,920
RS Large Cap Value		21,020,296		33,191,899

b. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with those of U.S. origin. These risks include, but are not limited to, revaluation of currencies; adverse political, social, and economic developments; and less reliable information about issuers. Moreover, securities of many foreign companies and markets may be less liquid and their prices more volatile than those of U.S. companies and markets.

c. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the applicable Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the applicable Fund maintains the right to sell the collateral and may claim any resulting loss against the seller. At June 30, 2007, all repurchase agreements held by the Funds had been entered into on June 29, 2007.

d. Restricted Securities A restricted security cannot be resold to the general public without prior registration under the Securities Act of 1933. If the security is subsequently registered and resold, the issuer would typically bear the expense of all registrations at no cost to the Fund. Restricted securities are valued according to the guidelines and procedures adopted by the Funds’ Board of Trustees as outlined in Note 1a. See the table below for restricted securities held at June 30, 2007.

Tax Cost of Investments (see Note 4b)
Fund	Cost of Investments		Net Unrealized Appreciation/(Depreciation) on Investments		Gross Unrealized Appreciation		Gross Unrealized Depreciation
RS Value	$	2,475,493,895	$	481,344,737	$	522,453,071	$	(41,108,334	)
RS Partners		2,364,368,909		573,853,580		627,336,864		(53,483,284	)
RS Investors		61,458,670		10,051,990		11,409,859		(1,357,869	)
RS Global Natural Resources		1,501,915,555		480,232,001		504,574,078		(24,342,077	)
RS Large Cap Value		70,450,337		28,039,601		28,450,280		(410,679	)

Restricted Securities (see Note 5d)
Fund	Security	Shares		Cost		Value		Acquisition Date		% of Fund’s Net Assets
RS Value	Ivanhoe Nickel & Platinum Ltd.		698,422	$	2,837,501	$	3,492,110		4/25/97-5/7/98		0.12%
RS Global Natural Resources	Ivanhoe Nickel & Platinum Ltd.		203,624		784,997		1,018,120		4/25/97-5/7/98		0.05%

80     Call 1.800.766.FUND

Note 6 Fund Merger

On October 13, 2006, RS Partners Fund acquired the assets and liabilities of The Guardian UBS Small Cap Value Cap Fund through a tax-free merger pursuant to a plan of reorganization approved by the Board of Trustees. Shareholders of The Guardian UBS Small Cap Value Fund approved the merger at a meeting held on September 28, 2006. The chart below shows a summary of shares outstanding, net assets, net asset value per share, net unrealized appreciation/(depreciation), and accumulated net realized gains/(losses), before and after the reorganization.

Note 7 Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect the risk of loss to be remote.

Note 8 Legal Matters

On October 6, 2004, RS Investment Management, L.P. (“RSIM L.P.”), the investment adviser to the RS Family of Funds prior to GIS’s acquisition of a majority of the outstanding interests in RS Investments, entered into settlement agreements with the Securities and Exchange Commission (the “SEC”) and the Office of the New York State Attorney General (the “NYAG”). The settlement agreements relate to certain investors’ frequent trading of shares of RS Emerging Growth Fund during 2000 through 2003. In its settlement with the SEC, RSIM L.P. consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and-desist proceedings against it.

Under the terms of the settlement agreements, RS Investments has paid disgorgement of $11.5 million and a civil money penalty of $13.5 million for a total payment of $25 million, all of which will be distributed to certain current and former shareholders of certain Funds in a manner to be determined by an independent consultant. The settlement agreement with the NYAG also requires RS Investments to reduce its management fee for certain Funds in the aggregate amount of

Fund Merger (see Note 6)
	Before Reorganization					After Reorganization
	The Guardian UBS Small Cap Value Fund			RS Partners		RS Partners
Shares outstanding:
Class A		1,182,382			69,657,059		70,639,696
Class B		972,490			N/A		N/A
Class C		941,978			N/A		N/A
Class K		1,124,329			N/A		362,304
Net assets:
Class A	$	13,457,271		$	2,440,492,606	$	2,474,924,198
Class B		10,655,304			N/A		N/A
Class C		10,319,017			N/A		N/A
Class K		12,695,133			N/A		12,695,133
Net asset value per share:
Class A	$	11.38		$	35.04	$	35.04
Class B		10.96			N/A		N/A
Class C		10.95			N/A		N/A
Class K		11.29			N/A		35.04
Net unrealized appreciation/(depreciation)		4,865,913			396,295,792		401,161,705
Accumulated net realized gain/(loss)		(80,887	)		101,661,312		101,661,312

www.RSinvestments.com     81

Notes to Financial Statements (unaudited) (continued)

approximately $5 million over a period of five years. In addition, RS Investments has made a number of undertakings to the SEC and the NYAG relating to compliance, ethics, and legal oversight and mutual fund governance and disclosure.

G. Randall Hecht, the former co-president of the Trust and the former chairman of the Board of Trustees of the Trust, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Hecht agreed, among other things, to pay a civil money penalty, to not serve as a Trustee of the Trust for a period of five years, and to limit his duties with RS Investments (of which he was chairman) for 12 months.

Steven M. Cohen, the former treasurer of the Trust and the former chief financial officer of RS Investments, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Cohen agreed to, among other things, a civil money penalty and suspensions from association with any investment adviser or registered investment company for nine months and from serving as an officer or a director of any investment company or investment adviser for an additional two years. In addition, in accordance with the settlements, Mr. Cohen resigned as an officer and employee of RS Investments.

RSIM L.P. and Messrs. Hecht and Cohen neither admit nor deny the findings set forth in the SEC Order, and RSIM L.P. neither admits nor denies the findings in its settlement agreement with the NYAG. A copy of the SEC Order is available on the SEC’s Web site at www.sec.gov, and a copy of the settlement agreement with the NYAG is available on the NYAG’s Web site at www.oag.state.ny.us.

RSIM L.P. and not any of the RS funds will bear all the costs of complying with the settlements, including payments of disgorgement and civil penalties (except those paid by Messrs. Hecht and Cohen individually), and the associated legal fees relating to these regulatory proceedings.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses, or may otherwise adversely affect the Funds.

After the announcement of those settlements, three related civil lawsuits commenced. These lawsuits were consolidated into one proceeding in the U.S. District Court for the District of Maryland on April 19, 2005 (In re Mutual Funds Investment Litigation, Case No. 04-MD-15863-JFM). The district court appointed a lead plaintiff, and a consolidated complaint was filed. The consolidated complaint, brought on behalf of a purported class of investors in RS funds between October 6, 1999, and October 5, 2004, seeks compensatory damages and other related relief. The complaint names RS Investments, RS Investment Management, Inc., RSIM L.P., the Trust, and certain current or former Trustees, subadvisers, employees, and officers of the Trust or RSIM L.P. as defendants. It generally tracks the factual allegations made in the SEC and NYAG settlements, including the allegations that fund prospectuses were false and misleading, and alleges a variety of theories for recovery, including, among others, that defendants violated Sections 34(b), 36(a), 36(b), and 48(a) of the 1940 Act and breached fiduciary duties to investors. The consolidated lawsuit further alleges that defendants violated, or caused to be violated, Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

On May 27, 2005, the defendants moved to dismiss the consolidated action. On November 3, 2005, the Court issued a ruling dismissing all claims against the Trust. As for the claims against the other RS defendants, the Court dismissed the claims arising under: sections 34(b) and 36(a) of the Investment Company Act of 1940; sections 11, 12(a)(2), and 15 of the Securities Act of 1933; and state law. The Court allowed plaintiffs to proceed against some of the RS defendants with their claims arising under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and sections 36(b) and 48(a) of the Investment Company Act of 1940. Although

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initially the Court deferred any ruling on the claims against the named independent trustees, on July 24, 2006, the Court dismissed all remaining claims against the former and current independent trustees of the Trust. The litigation is currently in the discovery phase.

Additional lawsuits arising out of the same circumstances and presenting similar or different or additional allegations may be filed against the Funds, RS Investments, or their affiliates in the future. RS Investments does not believe that the pending consolidated action will materially affect its ability to continue to provide to the Funds the services it has agreed to provide. It is not possible at this time to predict whether the litigation will have any material adverse effect on any of the Funds.

Note 9 New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for any related interest and penalties. FIN 48 is effective within the first required financial statement reporting period (semiannual reporting) for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The Trust has concluded that the adoption of FIN 48 did not result in any material impact to the Fund’s financial statements, as applied to open tax years ended December 31, 2004 through December 31, 2006.

In September 2006, FASB issued FASB Statement No. 157, “Fair Value Measurement” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements.

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Supplemental Information (unaudited)

Approval of the Funds’ Investment Advisory Agreement (all Funds except RS Large Cap Value Fund)
The Board of Trustees of the Trust, including all of the Trustees who are not interested persons of the Trust or of RS Investments, met in person on April 30, May 1, and May 24, 2006, to consider approval of a new investment advisory agreement (the “New Advisory Agreement”) between the Funds and RS Investment Management Co. LLC (“RSIM Co.”), the ultimate parent of RS Investment Management, L.P., the Funds’ then-current investment adviser (“RSIM L.P.”). The then-existing investment advisory agreement between the Funds and RSIM, L.P. (the “Then-Existing Advisory Agreement”), was to terminate automatically as a result of its “assignment” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) upon the consummation of the transaction between RSIM Co. and Guardian Investor Services LLC (“GIS”). (For ease of reference, each of RSIM L.P. and RSIM Co. is referred to as “RS Investments” herein unless the context otherwise requires.) In determining to approve the New Advisory Agreement between the RS Funds and RS Investments, the Trustees considered that they had approved the continuation of the Then-Existing Advisory Agreement, the terms of which were substantially similar to the New Advisory Agreement, for a one-year period commencing April 1, 2006, at their meeting on February 28 and March 1, 2006. In all of their deliberations, the disinterested Trustees were advised by independent counsel for the disinterested Trustees.

The Trustees met with representatives of RS Investments and of GIS, who discussed with the Trustees the capabilities of both firms, and what they saw as the complementary capabilities of the two firms in the areas of investment management and distribution/promotion of mutual fund shares. Those representatives also discussed with the Trustees their expectations as to the management and operations of RS Investments after the transaction and the continuing roles of the current portfolio management teams in the management of each of the Funds.

The Trustees considered that it was not anticipated that there would be any change in the personnel who are engaged in the portfolio management of any Fund as a result of the transaction, and that there would be no increase in the advisory fees or the total expenses for current shareholders of any of the existing Funds as a result of the transaction. The Trustees considered the proposed changes in the governance of RSIM Co., but noted that it was not expected that the new Board of Directors would have any substantial role in the day-today portfolio management of the Funds. The Trustees also considered that the combination of the two advisory firms could benefit shareholders of the Funds because RS Investments would, as a result, likely have a larger and more diverse investment management staff to support the Funds’ portfolio management teams. The Trustees also recognized the potential benefits to RS Investments of an additional owner of the firm with greater financial resources than currently were available from its then-current owners. In addition, they recognized that it was possible the Funds over time could experience reduced expenses both because the combined firms may be in a position to purchase services from third parties for their clients at improved rates and because enhanced distribution capabilities resulting from the combination may result in increases in the size of the Funds and possible reduced expenses through economies of scale.

The Trustees discussed with management and certain portfolio management professionals of RS Investments the expected effect of the transaction on the firm, including the extent to which the transaction is supported by portfolio management personnel. The Trustees considered the likely effect on RS Investments of potential alternative transactions and of maintaining the then-current ownership. The Trustees believed that the transaction offered the best prospects for continued stability of RS Investments in the face of current and expected transitional and generational changes at the firm.

The Trustees also took into consideration the various other arrangements between RSIM Co. and GIS in respect to the transaction, including RSIM Co.’s additional responsibilities relating to the GIS mutual funds, and concluded that it was unlikely that RSIM Co.’s performance of those responsibilities would limit substantially its ability to perform its obligations to the Funds under the New Advisory Agreement.

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On the basis of these factors, the Trustees concluded that it would be in the best interests of each of the Funds to be advised by RSIM Co., employing the Funds’ then-current portfolio management teams, and voted unanimously, including the unanimous vote of the Trustees who are not interested persons of the Funds or of RS Investments or GIS, to approve the New Advisory Agreement in respect to each of the Funds and to recommend to shareholders of each Fund that they approve the Agreement, as well.

Approval of Investment Advisory Agreement (RS Large Cap Value Fund only)
The Board of Trustees of RS Investment Trust (the “Trust”), including all of the Trustees who are not interested persons of the Trust or of RS Investments (the “disinterested Trustees”), met in person on April 30, May 3, May 12, and May 24, 2006, to consider approval of an Investment Advisory Agreement between the Fund and RS Investments and a Sub-Advisory Contract between RS Investments and UBS Global Asset Management (Americas) Inc. (“UBS”) with respect to RS Large Cap Value Fund (the “Advisory Agreement”). In all of their deliberations, the disinterested Trustees were advised by their independent counsel, with whom they had additional separate discussions on a number of occasions. In addition, the disinterested Trustees were assisted in their review by third-party consultants, whom the disinterested Trustees retained for purposes of assisting them in their consideration of the Advisory Agreement.

The Fund was newly formed in connection with the proposed reorganization of the mutual funds in The Park Avenue Portfolio (the “predecessor funds”) into a corresponding fund advised by RS Investments. In the course of their deliberations, the Trustees met with representatives of RS Investments and of Guardian Investor Services LLC (“GIS”), who discussed with the Trustees the capabilities of both firms, and what they saw as the complementary capabilities of the two firms in the areas of investment management and distribution/promotion of mutual fund shares. Representatives of the disinterested Trustees also met with representatives of UBS. The Trustees considered that it was anticipated that portfolio management personnel of the predecessor funds would continue as the portfolio management personnel of the funds.

The Trustees considered the fees proposed to be charged by RS Investments to the Fund, and by the sub-adviser to RS Investments under the Advisory Agreement. The Trustees noted that the fees to be charged to the Fund under the Advisory Agreement were in at least as favorable to the Fund as the fees charged to its predecessor fund. RS Investments furnished information to the Trustees compiled by the third-party consultants based on information from the independent Lipper and Morningstar organizations showing a comparison of RS Investments’ fee rate for the Fund compared to peer mutual funds having similar objectives, strategies, and asset sizes as selected by the third-party consultants. The Trustees also reviewed information from that compilation showing total expenses for the Fund in comparison to the peer funds.

RS Investments stated that the Fund would be subject to an expense limitation until December 31, 2009, that would be the same as the expense limitation of the predecessor fund or determined based upon the predecessor fund’s expense ratio as of September 30, 2006. In addition, the Trustees recognized that it was possible the Fund over time could experience reduced expenses both because RS Investments and GIS, as a combined firm, may be in a position to purchase services from third parties for their clients at improved rates and because enhanced distribution capabilities resulting from the combination may result in increases in the sizes of the Fund and possible reduced expenses through economies of scale.

The Trustees noted that, because the Fund would be a new Fund and because of the upcoming consolidation of the RS and GIS fund families, it would be appropriate to consider in greater detail in the future whether and to what extent economies of scale might be realized as the Fund grows and whether a reduction in the advisory fees paid by the Fund by means of breakpoints might be appropriate.

The Trustees reviewed performance information for the predecessor fund for various periods. That review included an examination of comparisons of the performance of the predecessor fund to relevant securities indexes and various peer groups of mutual funds using data from the independent Lipper and Morningstar organizations with respect to various periods, and relative rankings of the

www.RSinvestments.com     85

Supplemental Information (unaudited) (continued)

predecessor fund compared to peer funds during various periods. The Trustees considered the performance of the predecessor fund over the life of the fund and in recent periods, while also considering its applicable investment objective and strategy and its overall expense ratio. The Trustees noted that the performance information presented to the Trustees showed that most of the predecessor funds were above the median performance among their peers for the three and five-year periods, which the Trustees believed to be most relevant, but that certain funds had less favorable relative performance for other periods. The Trustees also noted that several funds had acceptable, if relatively high, total expense levels. In light of the fact that the Fund was being formed in connection with the broader transaction involving GIS’s proposed acquisition of a majority interest in RS Investments, the Trustees determined to approve the Advisory Agreement for a one-year period (rather than the two-year period allowed under the Investment Company Act of 1940, as amended) in order to give themselves the opportunity to formally reconsider the Fund’s performance and expenses after having observed the Fund and the GIS organization during the Fund’s initial year of operation.

The Trustees considered the nature, extent, and quality of the services to be provided by RS Investments and the sub-adviser. In this regard, the Trustees took into account the experience of the proposed portfolio management team and the resources available to them generally. After considering all of the information described above, the Trustees unanimously voted to approve the Advisory Agreement, including the advisory fees proposed in connection with that approval, for the one-year period commencing upon the Fund’s commencement of operations.

Portfolio Holdings and Proxy Voting Procedures
The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q is available on the Securities and Exchange Commission’s Web site at http://www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 1-800-766-FUND [3863].

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, and information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2007, are available (i) without charge, upon request, by calling toll-free 1-800-766-FUND [3863]; (ii) on RS Investments’ Web site at http://www.RSinvestments.com; and (iii) on the Securities and Exchange Commission’s Web site at http://www.sec.gov.

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RS Funds		24-Hour Account Access
Phone:	1-800-766-FUND (3863)	Phone:	1-800-766-FUND (3863), Option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

 RS Funds

	Fund Name (Date of Inception)	Ticker Symbol Class (A)	Portfolio Manager(s)
	RS Emerging Growth Fund (11/30/87)	RSEGX	Steve Bishop, Jim Callinan, Melissa Chadwick-Dunn, Allison Thacker, Scott Tracy
	RS Growth Fund (05/12/92)	RSGRX	John Seabern, John Wallace
	The Information Age Fund® (11/15/95)	RSIFX	Steve Bishop, Allison Thacker
	RS MidCap Opportunities Fund (07/12/95)	RSMOX	John Seabern, John Wallace
	RS Select Growth Fund (08/01/96)	RSDGX	Steve Bishop, Jim Callinan, Melissa Chadwick-Dunn, Allison Thacker, Scott Tracy
	RS Smaller Company Growth Fund (08/15/96)	RSSGX	Scott Tracy, Bill Wolfenden
	RS Value Fund (06/30/93)	RSVAX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
	RS Partners Fund (07/12/95)	RSPFX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
	RS Investors Fund (11/15/05)	RSINX	MacKenzie Davis, David Kelley, Andy Pilara, Joe Wolf
	RS Global Natural Resources Fund (11/15/95)	RSNRX	MacKenzie Davis, Andy Pilara, Ken Settles
	RS Large Cap Value Fund (02/03/03)*	RLCVX	Thomas Cole, Thomas Digenan, Scott Hazen, John Leonard
	RS Core Equity Fund (06/01/72)*	GPAFX	Mani Govil
	RS Small Cap Core Equity Fund (05/01/97)*	GPSCX	Matthew Ziehl
	RS Equity Dividend Fund (07/31/07)	REDAX	Raymond Anello
	RS S&P 500 Index Fund (08/07/00)*	GUSPX	Jonathan Jankus, Stewart Johnson
	RS International Growth Fund (02/16/93)*	GUBGX	R. Robin Menzies
	RS Emerging Markets Fund (05/01/97)*	GBEMX	Edward Hocknell
	RS Investment Quality Bond Fund (02/16/93)*	GUIQX	Howard Chin, Robert Crimmins
	RS Low Duration Bond Fund (07/30/03)*	RLDAX	Howard Chin, Robert Crimmins
	RS High Yield Bond Fund (09/01/98)*	GUHYX	Ho Wang
	RS Tax-Exempt Fund (02/16/93)*	GUTEX	Alexander Grant, Jr.
	RS Money Market Fund (11/03/82)*	GCMXX	Alexander Grant, Jr.
	RS Asset Allocation Fund (02/16/93)*	GUAAX	Jonathan Jankus, Stewart Johnson

*The date of inception is that of the predecessor Fund.

Refer to the prospectus for more information, including management fees and expenses associated with an ongoing investment as well as the special risks associated with investing in small and midsized companies; overweighting investments in certain sectors or industries; investing in the technology sector; investing in a more limited number of issuers and sectors; investing internationally; investing in debt securities; and investing in companies in natural resources industries. Please read it carefully before investing.

Important Notice Regarding Delivery of Shareholder Documents
To reduce expenses, we mail only one copy of a Fund’s prospectus and each annual and semiannual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call us at 1-800-766-3863; or if your shares are held through a financial institution, please contact it directly. We will begin sending you individual copies 30 days after receiving your request.

(The information on this page is not part of the Semiannual report.)

388 Market Street San Francisco CA 94111 www.RSinvestments.com Call 800-766-FUND

EB-015096 (06/07)  SR731_V

Core Equity Funds
RS Core Equity Fund
RS Small Cap Core Equity Fund
RS S&P 500 Index Fund
RS Asset Allocation Fund

6.30.07

Class A, B, C, K and Y Shares

RS Funds		24-Hour Account Access
Phone:	1.800.766.FUND (3863)	Phone:	1.800.766.FUND (3863), option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

Performance Update
Average Annual Returns as of 06/30/07

	Ticker Symbol	Inception Date	Gross Expenses		Year- to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Core Equity Funds
RS Core Equity Fund, Class A	GPAFX	06/01/72
without sales charge			0.94	%	14.20	%	30.81	%	13.30	%	9.81	%	4.76	%	13.11	%
with maximum sales charge					8.79	%	24.58	%	11.48	%	8.74	%	4.25	%	12.95	%
RS Core Equity Fund, Class B	GUPBX	05/01/96
without sales charge			1.99	%	13.65	%	29.59	%	12.16	%	8.72	%	3.77	%	6.41	%
with sales charge					10.65	%	26.59	%	11.63	%	8.57	%	3.77	%	6.41	%
RS Core Equity Fund, Class C	RCOCX	08/07/00
without sales charge			2.02	%	13.73	%	29.62	%	12.08	%	8.56	%	—		-3.36	%
with sales charge					12.73	%	28.62	%	12.08	%	8.56	%	—		-3.36	%
RS Core Equity Fund, Class K	RCEKX	05/15/01
without sales charge			1.28	%	13.99	%	30.20	%	12.86	%	9.42	%	—		3.03	%
RS Core Equity Fund, Class Y†	RCEYX	05/01/07
without sales charge			0.59	%	—		—		—		—		—		5.51	%
RS Small Cap Core	GPSCX	05/01/97
Equity Fund, Class A
without sales charge			1.26	%	11.62	%	22.69	%	12.90	%	13.03	%	9.53	%	10.85	%
with maximum sales charge					6.33	%	16.86	%	11.09	%	11.93	%	9.00	%	10.32	%
RS Small Cap Core	GUCBX	05/06/97
Equity Fund, Class B
without sales charge			2.38	%	11.14	%	21.42	%	11.76	%	11.92	%	8.52	%	9.49	%
with sales charge					8.14	%	18.42	%	11.25	%	11.79	%	8.52	%	9.49	%
RS Small Cap Core	RSCCX	08/07/00
Equity Fund, Class C
without sales charge			2.21	%	11.22	%	21.68	%	11.86	%	11.91	%	—		4.37	%
with sales charge					10.22	%	20.68	%	11.86	%	11.91	%	—		4.37	%
RS Small Cap Core	RSCKX	05/15/01
Equity Fund, Class K
without sales charge			1.59	%	11.41	%	22.22	%	12.53	%	12.68	%	—		9.49	%
RS Small Cap Core	RSCYX	05/01/07
Equity Fund, Class Y†
without sales charge			0.97	%	—		—		—		—		—		2.42	%

^† RS Core Equity Fund Class Y shares and RS Small Cap Core Equity Fund Class Y shares “since inception” returns are not annualized and represent cumulative total returns. (Inception date: 05/01/07.)

Performance quoted represents past performance and does not guarantee future results. Performance shown for the Funds includes performance of their predecessor funds for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Funds’ total gross annual operating expense ratios as of the most current prospectus are included in the table above. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Funds’ fees and expenses as detailed in the Funds’ most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect expense limitations in effect during the periods shown; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is periodically updated on our Web site: www.RSinvestments.com

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in high-technology and Internet-related sectors may be highly volatile. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security.

This report may be used only when preceded or accompanied by a prospectus. You should carefully consider the investment objectives, risks, charges, and expenses of the RS Funds before making an investment decision. The prospectus contains this and other information—please read it carefully before investing or sending money. Except as noted, numbers are unaudited. To obtain a copy, please call 800-766-FUND or visit www.RSinvestments.com

Distributed by: Guardian Investor Services LLC (GIS), 7 Hanover Square, New York, NY 10004. GIS is a member: FINRA, SIPC.

RS Funds		24-Hour Account Access
Phone:	1.800.766.FUND (3863)	Phone:	1.800.766.FUND (3863), option 3
Web:	www.RSinvestments.com	Web:	Enter My Account on RS Investments’
E-mail:	funds@rsinvestments.com		Web site

Performance Update
Average Annual Returns as of 06/30/07

	Ticker Symbol	Inception Date	Gross Expenses		Year- to-Date		1 Year		3 Years		5 Years		10 Years		Since Inception
Core Equity Funds
RS S&P 500 Index Fund, Class A	GUSPX	08/07/00
without sales charge			0.70	%	6.69	%	19.89	%	11.17	%	10.14	%	—		1.50	%
with maximum sales charge					3.49	%	16.29	%	10.06	%	9.48	%	—		1.05	%
RS S&P 500 Index Fund, Class B	RSPBX	08/07/00
without sales charge			1.71	%	6.29	%	19.08	%	10.30	%	9.26	%	—		0.68	%
with sales charge					3.29	%	16.08	%	9.75	%	9.12	%	—		0.68	%
RS S&P 500 Index Fund, Class C	RSAPX	08/07/00
without sales charge			1.74	%	6.30	%	18.95	%	10.31	%	9.23	%	—		0.66	%
with sales charge					5.30	%	17.95	%	10.31	%	9.23	%	—		0.66	%
RS S&P 500 Index Fund, Class K	RSPIX	05/15/01
without sales charge			1.14	%	6.49	%	19.51	%	10.68	%	9.62	%	—		3.40	%
RS Asset Allocation	GUAAX	02/16/93
Fund, Class A
without sales charge			1.86	%	5.78	%	16.64	%	9.92	%	9.45	%	6.34	%	8.94	%
with maximum sales charge					0.72	%	11.10	%	8.15	%	8.39	%	5.82	%	8.57	%
RS Asset Allocation	GAABX	05/01/96
Fund, Class B
without sales charge			2.74	%	5.36	%	15.64	%	8.97	%	8.49	%	5.42	%	7.18	%
with sales charge					2.36	%	12.64	%	8.41	%	8.35	%	5.42	%	7.18	%
RS Asset Allocation	RAACX	08/07/00
Fund, Class C
without sales charge			2.82	%	5.38	%	15.65	%	8.88	%	8.36	%	—		1.53	%
with sales charge					4.38	%	14.65	%	8.88	%	8.36	%	—		1.53	%
RS Asset Allocation	RAAKX	05/15/01
Fund, Class K
without sales charge			2.16	%	5.58	%	16.21	%	9.52	%	9.06	%	—		3.86	%

Performance quoted represents past performance and does not guarantee future results. Performance shown for the Funds includes performance of their predecessor funds for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Funds’ total gross annual operating expense ratios as of the most current prospectus are included in the table above. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75% for RS Asset Allocation Fund and 3.00% for RS S&P 500 Index Fund. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Funds’ fees and expenses as detailed in the Funds’ most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect expense limitations in effect during the periods shown; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is periodically updated on our Web site: www.RSinvestments.com

Investing in small- and mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investments in high-technology and Internet-related sectors may be highly volatile. Funds that concentrate investments in a certain sector may be subject to greater risk than funds that invest more broadly, as companies in that sector may share common characteristics and may react similarly to market developments or other factors affecting their values. Investments in companies in natural resources industries may involve risks including changes in commodities prices, changes in demand for various natural resources, changes in energy prices, and international political and economic developments. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security. The values of mortgage-backed securities depend on the credit quality and adequacy of the underlying assets or collateral and may be highly volatile.

This report may be used only when preceded or accompanied by a prospectus. You should carefully consider the investment objectives, risks, charges, and expenses of the RS Funds before making an investment decision. The prospectus contains this and other information—please read it carefully before investing or sending money. Except as noted, numbers are unaudited. To obtain a copy, please call 800-766-FUND or visit www.RSinvestments.com

Distributed by: Guardian Investor Services LLC (GIS), 7 Hanover Square, New York, NY 10004. GIS is a member: FINRA, SIPC.

www.RSinvestments.com     1

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Table of Contents

RS Investments Overview
Highlights	4
CEO’s Letter	6
Portfolio Manager Biographies	9
RS Core Equity Funds
RS Core Equity Fund	11
RS Small Cap Core Equity Fund	16
RS S&P 500 Index Fund	22
RS Asset Allocation Fund	26
Understanding Your Fund’s Expenses	30
Financial Information
Schedules of Investments	34
Statements of Assets and Liabilities	47
Statements of Operations	48
Statements of Changes in Net Assets	50
Financial Highlights	52
Notes to Financial Statements	60
Supplemental Information	71

RS Investment Trust (the “Trust”), a Massachusetts business trust, was organized on May 11, 1987. The Trust currently offers twenty-four series. Four series (each a “Fund”, collectively the “Funds”) covered in this report were formerly series (each, a “Predecessor Fund”) of The Park Avenue Portfolio (“the Portfolio”). Effective October 9, 2006, pursuant to an Agreement and Plan of Reorganization (“Agreement and Plan”) dated August 15, 2006, each Predecessor Fund was reorganized into its corresponding Fund in exchange for shares of the RS Fund and the assumption by the RS Fund of all of the identified liabilities of the respective series of the Portfolio. The Guardian Park Avenue Fund was reorganized into the RS Core Equity Fund, The Guardian Park Avenue Small Cap Fund was reorganized into the RS Small Cap Core Equity Fund, The Guardian Asset Allocation Fund was reorganized into the RS Asset Allocation Fund and The Guardian S&P 500 Index Fund was reorganized into the RS S&P 500 Index Fund. All of the Funds are diversified funds.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007. The views expressed in the portfolio manager letters are those of the Fund’s portfolio manager(s) and are subject to change without notice. They do not necessarily represent the views of RS Investments or Guardian Investor Services LLC. The letters contain some forward-looking statements providing current expectations or forecasts of future events; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

www.RSinvestments.com     3

Highlights

RS Funds Received Four-Star Overall Morningstar Rating™¹
(including the effects of sales charges, loads, and redemption fees)

Based on risk-adjusted returns, RS Partners Fund and RS Emerging Markets Fund (Class A Shares) received an Overall Morningstar Rating™ of four stars from Morningstar, a proprietary research firm, as of June 30, 2007.

Morningstar Ratings
As of 06/30/07

RS Fund	Overall Morningstar RatingTM
RS Partners Fund (Out of 500 small blend funds)	««««
RS Emerging Markets Fund (Out of 204 diversified emerging markets funds)	««««

Top Decile and Quartile RS Funds²
The following (Class A Shares) RS Funds were ranked in the top decile or quartile of their peer groups by Lipper for the five- and 10-year periods ended June 30, 2007. Rankings are based on total return.

Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year
The Information Age Fund® Number 10 fund out of 237 funds in the science and technology funds category. It also ranked number 35 out of 283 funds for the one-year period, number 115 out of 257 funds for the three-year period, and number 8 fund out of 45 funds for the 10-year period.	ü
RS Partners Fund Number 3 fund out of 442 funds in the small-cap core funds category. It also ranked number 313 out of 732 funds for the one-year period, number 33 out of 564 funds for the the three-year period, and number 9 fund out of 150 funds for the 10-year period.	ü
RS Value Fund Number 7 fund out of 177 funds in the mid-cap value funds category. It also ranked number 69 out of 297 funds for the one-year period, number 15 out of 232 funds for the three- year period, and number 48 out of 53 for the 10-year period.	ü
RS Global Natural Resources Fund Number 14 fund out of 75 funds in the natural resources funds category. It also ranked number 123 out of 132 funds for the one-year period, number 50 out of 94 funds for the three-year period, and number 27 out of 38 funds for the 10-year period.		ü
RS Growth Fund Number 71 fund out of 338 funds in the multi-cap growth funds category. It also ranked number 168 out of 514 funds for the one-year period, number 116 out of 410 funds for the three-year period, and number 75 out of 132 funds for the 10-year period.		ü

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Lipper Rankings
As of 06/30/07

RS Fund	Top Decile	Top Quartile
Five-Year (continued)
RS MidCap Opportunities Fund Number 45 fund out of 383 funds in the mid-cap growth funds category. It also ranked number 284 out of 608 funds for the one-year period, number 214 out of 485 funds for the three-year period, and number 38 fund out of 159 funds for the 10-year period.		ü
RS Tax-Exempt Fund Number 34 fund out of 207 funds in the general municipal funds category. It also ranked number 76 out of 236 funds for the one-year period, number 38 out of 221 funds for the three-year period, and number 16 out of 130 for the 10-year period.		ü
10-Year
RS Emerging Markets Fund Number 15 fund out of 81 funds in the emerging markets funds category. It also ranked number 133 out of 239 funds for the one-year period, number 34 out of 189 for the three-year period, and number 51 out of 159 for the five-year period.		ü
RS Select Growth Fund Number 34 fund out of 156 funds in the small-cap growth funds category. It also ranked number 195 out of 565 funds for the one-year period, number 436 out of 458 funds for the three-year period, and number 338 out of 380 funds for the 5-year period.		ü

	The information contained herein was obtained from sources we believe to be reliable and we have attempted to insure accuracy. Investors relying on information contained herein are encouraged to verify this information directly with the rating agency or through independent sources.
1	© 2006 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.
	Please note, some of the Morningstar proprietary calculations, including the Morningstar Rating™, are not customarily calculated based on adjusted historical returns. The evaluation of this investment does not affect the retail mutual fund data published by Morningstar. For each retail mutual fund with at least three-year history, Morningstar calculates a Morningstar Rating™ based on Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a retail mutual fund is derived from a weighted average of the performance figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating metrics. This investment’s independent Morningstar Rating metric is then compared against the retail mutual fund universe breakpoints to determine its hypothetical rating.
	RS Partners Fund was rated against the following numbers of U.S.-domiciled Small Blend funds over the following time periods: 500 funds in the last three years, 393 funds in the last five years, and 148 funds in the last 10 years. With respect to these Small Blend funds, RS Partners Fund received a Morningstar Rating of 4 stars, 5 stars, and 4 stars for the three-, five-, and 10-year periods. RS Emerging Markets Fund was rated against the following numbers of U.S.-domiciled Diversified Emerging Markets funds over the following time periods: 204 funds in the last three years, 179 funds in the last five years, and 91 funds in the last 10 years. With respect to these Diversified Emerging Markets funds, RS Emerging Markets Fund received a Morningstar Rating of 3 stars, 3 stars, and 4 stars for the three-, five-, and 10-year periods.
	Performance quoted represents past performance and does not guarantee future results.
2	© 2006 REUTERS. Lipper rankings are based on total return with dividends reinvested and do not take into account or reflect sales charges. Lipper, a wholly owned subsidiary of Reuters, is a leading global provider of mutual fund information and analysis to fund companies, financial intermediaries, and media organizations. Lipper clients manage more than 95% of U.S. fund assets. The firm, founded in 1973 and headquartered in New York, tracks 125,000 funds worldwide through its offices in major financial capitals in North America, Europe, and Asia. Read the following restrictions: Information on this page has been sourced from Lipper, a Reuters Company (“Lipper Content”). All such information is protected by copyright: © 2006 REUTERS. All rights reserved. Any copying, republication, or redistribution of Lipper Content is expressly prohibited without the prior written consent of Lipper. Lipper and its parent and affiliated companies will not be liable for any errors or delays in the content or for any actions taken in reliance thereon. LIPPER and the LIPPER Corporate Marks are proprietary trademarks of Lipper, a Reuters Company. For additional information on the other Lipper Services, please visit the Lipper Web site at http://www.lipperweb.com.
	Market volatility can affect short-term performance. Favorable ratings do not necessarily indicate positive returns. Please visit www.RSinvestments.com for more information on the RS Funds.

www.RSinvestments.com     5

CEO’s Letter

Terry R. Otton
CEO, RS Investments

June 30, 2007

Dear Fellow Shareholders,

The first six months of the year provided a strong tail-wind for the RS fund family. In fact, each RS equity fund delivered positive returns, and a majority of them outperformed their average Morningstar category peer. The markets were up for the reporting period, and many of our funds were up even more.

Fast forward a few weeks into August and, as I write this letter, the market has taken a decidedly different tone. Subprime loan concerns have rippled through the markets causing investors everywhere to re-evaluate risk.

Our funds were not immune to the market weakness over this more recent period. Overall, our short-term results reflected those of the broader market.

In the face of the market turmoil, our portfolio managers remain steadfast in their focus on the impact this or other potential fallout may have on companies in which they invest. While these developments certainly make their jobs more challenging, the portfolio managers of each Fund believe that the Fund’s holdings continue to be consistent with its objective and strategy, and they will continue to monitor the Fund’s holdings carefully in light of further developments. Overall, our research continues to give us confidence in the fundamental business prospects of the companies in our funds.

We’ve been managing shareholders’ assets for over 21 years and have weathered many market cycles and environments. Our long-term results reflect an adherence to a sound investment process which has been honed by a team of dedicated and passionate investment professionals. As long-term fundamental investors, we believe our experience sets us apart and provides much-needed perspective, particularly in times like these.

In fact, our investment approach has generated meaningful results over the long term. On a relative basis, 73%, 67%, 58% and 69% of RS funds ranked

6     Call 1.800.766.FUND

in the top half of their peer groups for the 1-, 3-, 5-, and 10-year periods, respectively (according to Morningstar)*. The numbers for RS’ actively managed equity funds are even stronger.

Successful investing requires a sound strategy and, at times, the fortitude to stick with it through thick and thin. We believe that, with RS, you’ve hired the right team as your investment partner to help you reach your long-term goals.

Commitment to Excellence

The long-term performance of the RS funds reflects strength across all areas of our business. We have always believed that if we hire and retain the best people and provide a culture that encourages integrity, passion, and excellence, we would be able to endure the ups and downs of the markets and provide long-term investment excellence. Moreover, we continue to work at getting better at everything we do.

Most recently, we have focused on further strengthening our investment teams. In May, we promoted several long-time analysts to co-managers on the RS Emerging Growth and RS Select Growth Funds and adopted a team approach on the RS MidCap Opportunities, RS Growth, and RS Smaller Company Growth Funds. We also welcomed Christopher Clark to the Growth team as an analyst specializing in healthcare, adding not only depth, but additional breadth to our coverage. Overall, members of the RS Growth team have an average of nearly 14 years of experience in investment management.

We continued to invest in our Value team as well. Experienced analysts Martin Engel, Joseph Mainelli and Clinton Yara joined this year and now bring the team to eleven members strong, averaging nearly 14 years of experience. This team is led by five portfolio managers who have an average of 19 years of experience in the industry.

Similarly, the RS Core team has strengthened both in numbers and depth of talent with the addition of two members this year, Adam Weiner and Sudip Lahiri. This ten-person team averages over 11 years of experience, including an average 17 years at the portfolio-manager level.

RS Investments also offers extensive fixed-income research and investment capability through our sub-adviser, Guardian Investor Services LLC. The Fixed Income Team consists of 28 seasoned investment professionals, including portfolio managers, traders, credit analysts, and quantitative risk-management specialists. Together they bring a wealth of experience and insight to the fixed-income strategies offered by RS Investments.

These significant investments in experienced investment professionals are designed to sustain and build upon the unique advantages the RS investment process provides, and for which you hired us. As fundamental investors, we value experience and believe the strength and depth of our investment teams places RS Investments firmly in the top echelon of the industry.

We are well prepared to help you with your financial planning needs. Financial planning for future retirement, children’s education, etc. requires prudent asset allocation and risk management. As discussed above, our diverse suite of products spans the investment spectrum, providing essential elements of long-term, solution-driven financial strategies.

Product Innovation

In July, we introduced RS Equity Dividend Fund. This new offering seeks to capitalize on the strength of companies which we believe have the potential to grow the dividends they pay to shareholders. The portfolio will be managed by 19-year industry veteran Ray Anello and supported by the experienced RS Core team mentioned above.

This new product is intended to complement the large-cap RS Core Equity Fund and RS Small Cap Core Equity Fund. Investors planning for retirement and seeking current income and long-term growth may want to give RS Equity Dividend Fund a close look.

Our Commitment to Investors

We humbly accept the fiduciary trust you have placed in us and are committed to serving your investment

www.RSinvestments.com     7

CEO’s Letter (continued)

needs with the highest integrity and transparency in everything we do.

For the last 21 years, RS has remained focused on cultivating a culture of excellence and delivering results to our shareholders and clients through exceptional service and long-term performance. We believe our culture is a key factor in our ability to attract and retain experienced professionals who work so diligently and passionately on your behalf.

When you have a moment, please visit our Web site at www.RSinvestments.com. You’ll find useful information aimed at keeping you informed about your investments with us, including bios on our people, performance updates, details about the investments our portfolio managers and employees have in your funds, quarterly investment commentary, portfolio holdings and much more.

On behalf of all of us at RS Investments, we thank you for the trust and confidence you’ve placed in us.

Sincerely,

Terry Otton
Chief Executive Officer

*Not all funds have been in existence for every time period, and performance numbers for some funds include periods before RS Investments became the funds’ investment advisor. © 2007 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers is responsible for any damages or losses arising from any use of this information. Past performance does not guarantee future results.

RS Funds (Class A)	Morningstar Category	1-Yr Total Return 06/30/06- 06/30/07 Rank/Count	3-Yr Total Return 06/30/04- 06/30/07 Rank/Count	5-Yr Total Return 06/30/02- 06/30/07 Rank/Count	10-Yr Total Return 06/30/97- 06/30/07 Rank/Count
RS Emerging Growth Fund	Small Growth	185-791	340-645	249-533	53-231
RS Growth Fund	Large Growth	309-1687	129-1426	50-1151	148-471
The Information Age Fund®	Specialty-Technology	33-310	113-283	8-260	7-51
RS Internet Age Fund®	Specialty-Technology	1-310	53-283	6-260	N/A
RS MidCap Opportunities Fund	Mid-Cap Growth	396-983	292-814	82-662	60-269
RS Select Growth Fund	Small Growth	203-791	515-645	394-533	37-231
RS Smaller Company Growth Fund	Small Growth	506-791	383-645	252-533	54-231
RS Value Fund	Mid-Cap Blend	74-473	15-385	8-317	94-132
RS Partners Fund	Small Blend	233-625	36-500	4-393	10-148
RS Investors Fund	Mid-Cap Blend	63-473	N/A	N/A	N/A
RS Global Natural Resources Fund	Specialty-Natural Resources	109-172	50-123	13-91	26-55
RS Core Equity Fund	Large Blend	21-2035	288-1598	633-1237	395-527
RS Small Cap Core Fund	Small Growth	78-791	192-645	157-533	77-231
RS Asset Allocation	Large Blend	1472-2035	1073-1598	710-1237	280-527
RS S&P 500 Index Fund	Large Blend	711-2035	788-1598	543-1237	N/A
RS Large Cap Value Fund	Large Value	613-1346	256-1099	N/A	N/A
RS Emerging Markets Fund	Diversified Emerging Markets	128-258	29-204	45-179	11-91
RS International Growth Fund	Foreign Large Growth	148-222	64-183	91-155	34-60
RS Tax-Exempt Fund	Muni National Long	72-272	32-257	30-244	15-181
RS High Yield Bond Fund	High Yield Bond	212-540	246-463	233-378	N/A
RS Investment Quality Bond Fund	Intermediate-Term Bond	394-1088	396-965	337-796	146-404
RS Low Duration Bond Fund	Short-Term Bond	167-434	174-364	N/A	N/A

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Portfolio Manager Biographies

Our People - A Commitment to Quality

At RS Investments, we believe our people and their processes are what set us apart and differentiate our family of funds. By building on a foundation of quality individuals, with exceptional educational backgrounds, extensive investment experience, and a wide variety of professional experience and knowledge, we have established a most remarkable organization.

RS Investments (RS) is the investment adviser for RS Funds. Guardian Investor Services LLC (GIS) serves as investment subadvisor for RS Asset Allocation Fund and RS S&P 500 Index Fund.

Manind V. Govil (RS)
has managed RS Core Equity Fund since 2005.* Mr. Govil joined RS Investments in October 2006 in connection with GIS’s acquisition of an interest in RS Investments. Prior to that, Mr. Govil served as the head of equity investments at Guardian Life since August 2005. From 2001 to August 2005, Mr. Govil served as the lead portfolio manager - large cap blend/core equity, co-head of equities and head of equity research at Mercantile Capital Advisers. Prior to 2001, he was lead portfolio manager - core equity, at Mercantile. Mr. Govil received a BCom degree from the University of Bombay, India and an M.B.A. from the University of Cincinnati and is a Chartered Financial Analyst.

Matthew P. Ziehl (RS)
has managed RS Small Cap Core Equity Fund since 2002.* Mr. Ziehl joined RS Investments in October 2006 in connection with GIS’s acquisition of an interest in RS Investments. From December 2001 to October 2006, Mr. Ziehl served as a managing director at Guardian Life. Prior to joining Guardian Life, Mr. Ziehl was a team leader with Salomon Brothers Asset Management, Inc. for small growth portfolios since January 2001, and a co-portfolio manager of Salomon Brothers Small Cap Growth Fund since August 1999. He holds a B.A. in political science from Yale University and an M.B.A. from New York University. Mr. Ziehl is also a Chartered Financial Analyst.

www.RSinvestments.com     9

Portfolio Manager Biographies (continued)

Jonathan C. Jankus (GIS)
has been a co-portfolio manager of RS Asset Allocation Fund and of RS S&P 500 Index Fund since 1999.* Mr. Jankus joined Guardian Life in 1995, and has been a managing director at Guardian Life since March 1998. He received a B.A. in mathematics from Queens College, an M.S. in investment management from Pace University, an M.S. in computer science from Polytechnic Institute of New York, and an M.A. in mathematics from Columbia University. Mr. Jankus is a Chartered Financial Analyst.

Stewart M. Johnson (GIS)
has been a co-portfolio manager of RS Asset Allocation Fund and of RS S&P 500 Index Fund since 2004.* Mr. Johnson has been a senior director at Guardian Life since January 2002. Mr. Johnson was second vice president of investment information systems at Guardian Life from December 2000 to January 2002. Mr. Johnson received a B.A. in mathematics from City College of New York.

* Includes service as a portfolio manager or co-portfolio manager, as applicable, of the Fund’s Predecessor Fund for periods prior to October 9, 2006, the commencement of operations of the Fund.

The Statement of Additional Information provides further information about the portfolio managers, including information regarding their compensation, other accounts they manage, and their ownership interests in the Funds. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our Web site at www.RSinvestments.com.

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RS Core Equity Fund

Portfolio Manager

Manind V. Govil

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy

Seeks long-term capital appreciation.

Investment Process
We seek investment opportunities across the entire market spectrum, from growth stocks to value stocks. In our view “growth,” “value,” and “core” represent a continuum of investing rather than opposing or incompatible strategies. We do not employ preset hurdles for earnings growth or limits on valuation metrics; rather we look for stocks that we believe are mispriced relative to a company’s underlying fundamental prospects, creating an opportunity where potential reward significantly outweighs risk.

Intensive fundamental research is the cornerstone of our investment process, which involves a willingness to question consensus. Key elements of our research process include judging the skill, track record, and integrity of a company’s management as well as analyzing the company’s market share and profitability trends vs. peer companies.

We use a bottom-up investment process to invest in what we believe are the best individual stock opportunities within key market sectors. We also apply a risk-controlled portfolio construction process. As fundamental investors we use rigorous quantitative tools to help us screen a vast large-cap universe and highlight potentially mispriced securities as well as to manage our portfolio. Then our team of sector managers analyzes the fundamentals and the valuations of these individual companies to assess their risk/reward profiles and decide whether to recommend particular stocks for the Fund.

Performance
We are pleased to report that during the second quarter RS Core Equity Fund (Class A Shares) returned 10.17% vs. 6.28% for the benchmark S&P 500^® Index³. Our stock picks outperformed sector peers across most economic groups, most notably in technology and financials. Stock selection was slightly negative in the consumer discretionary and industrials sectors.

For the first half of 2007, the Fund returned 14.20% vs. 6.96% for the benchmark. Technology, financials, and health care were the strongest contributors to performance. Our utilities and industrials holdings lagged the rest of the portfolio yet have detracted only slightly from relative performance compared to the index.

Portfolio Review
Top-down sector allocations had a modestly positive net impact during the quarter and the half-year ended June 30, 2007 on relative performance vs. the benchmark; this factor was of minor importance compared with the bottom-up impact of individual stock selection, however. This is consistent with our investment philosophy and process, which are geared toward finding the best individual stock ideas across the investment landscape.

The top three contributors to performance—for both the second quarter and the first half of 2007—were transaction processor MasterCard (5.07% of assets as of 06/30/07), computer and personal electronics maker Apple (1.01%), and energy services contractor Transocean (1.75%).

MasterCard was our top performer in 2006 and continues to bear fruit in 2007 as it posts results that exceed Wall Street’s expectations. As we wrote in our 2006 year-end letter, we believe the stock market has significantly underestimated MasterCard’s earnings potential along with its management’s skill and determination to unlock value for shareholders, including themselves.

Apple’s stock continued its strong first quarter performance as investors became increasingly excited about the iPhone launch on June 29. As the launch date neared, we were unable to justify our 4.7% position

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RS Core Equity Fund (continued)

based on valuation derived from reasonable assumptions about iPhone sales. We sold most of the stock position in June, but are maintaining a modest position and would consider adding back at the right valuation.

Transocean is a leading provider of turnkey offshore oil-and gas-drilling and related services. The company has benefited from strong demand and limited supply for offshore rigs. Transocean had been one of the Fund’s largest holdings for some time, but we trimmed the position in June as the stock approached our price target; we redeployed funds to other stock ideas where we see more near-term upside.

There were no major detractors from the second quarter performance, and the only stock that has meaningfully crimped Fund returns during 2007 is American Airlines’ parent, AMR (1.21%). AMR and the airline industry overall have suffered from higher fuel expenses. Though AMR stock is down year to date in an “up” stock market, we believe its operational turnaround remains on course. We added to the position on second quarter weakness as we still believe the stock has significant upside potential when external cost pressures do subside and the market recognizes and rewards AMR for better operating performance.

Changes to the Fund
Portfolio turnover was modest during the second quarter, but we did make a handful of changes. In addition to trimming Apple and Transocean, the most significant shifts were adding Home Depot (2.57%)and selling Lowe’s (0.00%) and Macy’s (0.00%).

We bought Home Depot as a replacement for home improvement competitor Lowe’s, as we believe that Home Depot offers more upside potential and specific likely catalysts to drive that upside. We invested in Home Depot during the second quarter expecting the company to take action to divest the supply business, along with other shareholder-friendly actions such as a major share buyback. In late June the company announced specifics on both topics, including a better-than-expected $10.3 billion price for selling the supply business to private equity buyers. Home Depot also announced a $22 billion share buyback, amounting to about 30% of the company’s outstanding shares. We believe that Home Depot will now focus on improving sales at its core retail stores.

We became concerned early in the second quarter that sales were weakening in the core Macy’s stores. Macy’s was also progressing more slowly than we expected at integrating the recently acquired May Department Stores. This deterioration caused us to view Macy’s stock as fully valued. We redeployed the funds to more attractive opportunities.

Outlook
As a core offering, the RS Core Equity Fund seeks to deliver solid long-term results across the range of market environments. We believe that over long periods of time, a consistent focus on fundamental research and disciplined stock selection are key to building solid investment results.

Valuation dispersion among companies with stronger and weaker fundamental prospects has narrowed further since our previous report. We continue to find attractively valued investment opportunities among traditional growth companies across market sectors, as valuations of “growth” and “value” stocks have tended to converge in recent quarters. The portfolio favors companies that we expect to grow market share while maintaining profit margins.

We wish to emphasize that we hold ourselves to the highest standards of professionalism and integrity for the benefit of our shareholders, with whom we invest alongside. Thank you for your investment in RS Core Equity Fund and for your ongoing support. We promise to do our very best, and we appreciate your confidence in us.

Manind V. Govil
Portfolio Manager

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As with all mutual funds, the value of an investment in the Fund could decline, so you could lose money. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     13

RS Core Equity Fund (continued)

Assets Under Management: $908,480,362 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
MasterCard, Inc.	5.07%
Halliburton Co.	4.50%
AT&T, Inc.	3.51%
Enterprise Products Partners L.P.	3.04%
The AES Corp.	2.98%
Wyeth	2.95%
The Boeing Co.	2.95%
Aon Corp.	2.84%
The Goldman Sachs Group, Inc.	2.72%
Abbott Laboratories	2.63%
Total	33.19%

1	The sector allocation represents the Global Industry Classification Standard (GICS), which was developed by Morgan Stanley Capital International (MSCI) and Standard & Poor’s (S&P). The Fund’s holdings are allocated to each sector based on their GICS classification. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

14     Call 1.800.766.FUND

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date	1 Year	3 Years	5 Years	10 Years	Since Inception
Class A Shares	06/01/72
without sales charge		14.20%	30.81%	13.30%	9.81%	4.76%	13.11%
with maximum sales charge		8.79%	24.58%	11.48%	8.74%	4.25%	12.95%
Class B Shares	05/01/96
without sales charge		13.65%	29.59%	12.16%	8.72%	3.77%	6.41%
with sales charge		10.65%	26.59%	11.63%	8.57%	3.77%	6.41%
Class C Shares	08/07/00
without sales charge		13.73%	29.62%	12.08%	8.56%	—	-3.36%
with sales charge		12.73%	28.62%	12.08%	8.56%	—	-3.36%
Class K Shares	05/15/01
without sales charge		13.99%	30.20%	12.86%	9.42%	—	3.03%
Class Y Shares†	05/01/07
without sales charge		—	—	—	—	—	5.51%
S&P 500® Index3		6.96%	20.59%	11.67%	10.71%	7.13%	11.28%
						Since Class A share inception††

†	RS Core Equity Fund Class Y shares “since inception” return is not annualized and represents cumulative total return. (Inception date: 05/01/07.)
††	Since inception performance of the index is measured from 5/31/72, the month end prior to the Fund’s commencement of operations.

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made 10 years ago in Class A and B shares of RS Core Equity Fund and in the S&P 500^® Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75% that an investor may have to pay when purchasing Class A shares of the Fund. The initial investment amount in the S&P 500 Index is $10,000. Hypothetical $10,000 investments made upon the commencement of offering Class C shares (08/07/00),Class K shares (05/15/01), and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $7,901 (Class C), $12,006 (Class K), and $10,551 (Class Y). While Class C shares and Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. The Fund is the successor to The Guardian Park Avenue Fund; performance shown includes performance of the predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 0.94 %, Class B 1.99%, Class C 2.02%, Class K 1.28%, and Class Y 0.59%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com

www.RSinvestments.com     15

RS Small Cap Core Equity Fund

Portfolio Manager

Mathew P. Ziehl

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy

Seeks long-term capital appreciation.

Investment Process

We seek investment opportunities across the entire U.S. small-cap market spectrum, from growth stocks to value stocks. In our view “growth,” “value,” and “core” represent a continuum of investing rather than opposing or incompatible strategies. We do not employ preset hurdles for earnings growth or limits on valuation metrics; rather we look for stocks that are mispriced relative to a company’s underlying fundamental prospects, creating an opportunity where potential reward significantly outweighs risk.

We use a bottom-up investment process to invest in what we believe to be the best individual small-cap stock opportunities within all the key market sectors. As fundamental investors we also use rigorous quantitative tools to help us screen a vast small-cap universe and highlight stocks that appear to be attractive on both earnings and valuation metrics. Then our team of sector managers analyzes the fundamentals and the valuations of these individual companies to assess their risk/reward profiles and decide whether to recommend particular stocks for the Fund. Key elements of our research process include judging the skill, track record, and integrity of a company’s management as well as analyzing the company’s market share and profitability trends vs. peer companies.

Performance

RS Small Cap Core Equity Fund (Class A Shares) returned 4.77% during the second quarter of 2007, slightly outpacing the Russell 2000^® Index³ which returned 4.42%. Our stock selection outperformed the index in financial services, technology, and industrials. These results overcame weaker stock selection in health care and consumer discretionary stocks.

The second quarter builds on a strong year-to-date performance advantage. Through the first half of 2007, the Fund returned 11.62% vs. 6.45% for the Russell 2000^® Index³. Stock selection in technology and financials drove most of the strong relative performance, while health care was the only sector with significantly negative results. Sector weightings had modest net impact on relative performance vs. the index.

Portfolio Review

Our stock selection in financial services was very strong in the second quarter. During the quarter, we were approximately market weighted at 21% of the portfolio in financial related stocks. International Securities Exchange (0.00% of assets as of 06/30/07) is a leading options-trading exchange, which gained a roughly 30% market share since its inception in 1999 due, we believe, to a superior technological architecture that has driven down trading costs for participants. Early in the second quarter, International Securities announced that it was selling out to Deutsche Börse Group (0.00%) at a substantial premium. We sold our shares at that time, as the stock traded up to the takeout price and we did not anticipate a competing offer. Other winners included Affiliated Managers Group (0.00%), Investment Technology Group (2.25%), and East West Bancorp (1.06%).

Technology constituted approximately 19.6% of the portfolio, an overweight to the index. Again, strong stock selection led to relative gains over the index. Blue Coat Systems (1.97%), a strong contributor in 2007, provides a suite of hardware and software products that allow network managers to improve performance and manage security of applications and internet-related communications over their networks. In particular, we think Blue Coat is very well positioned in the rapidly growing wide area network (WAN) accelerator space; WAN accelerators improve the speed and performance of network-based applications. Blue Coat’s latest quarterly results showed excellent growth in this area, and we

16     Call 1.800.766.FUND

believe that we are still in the early stages of rapid market growth in this segment. Blackboard (2.08%), a provider of enterprise software to the education markets, also contributed strong returns in the quarter.

Trident Microsystems (2.77%), which produces image-processing chips for digital televisions, predominantly large liquid-crystal display (LCD-based) televisions, hurt returns in the quarter. Trident has gained numerous design wins at key television makers including Sony and Sharp.

We believe that the company is set for dramatic earnings growth in late 2007 and 2008, and it is therefore one of our largest holdings. Trident’s stock underperformed other chipmakers and the broader technology space in the second quarter on concerns that intense price competition at retail for flat-panel televisions would force component makers such as Trident to cut their prices. We believe these concerns to be overblown, as Trident has unique technology that allows cost savings by combining multiple functions on one chip; we believe this is a key reason for its recent design wins in the first place.

Rackable Systems (0.00%), a provider of network servers and storage systems, declined sharply when the company reported disappointing quarterly results. We have sold the position as we sense that Rackable System’s competitive advantage will be challenged by Dell’s aggressive move into this market segment.

Industrials have been a strong contributor to benchmark returns in the past several years. Our weighting constituted just under 10% of portfolio assets during the quarter, and good stock selection more than compensated for our underweighting relative to the benchmark. B/E Aerospace (2.10%) is the leading manufacturer of aircraft seating and other interior systems for large commercial jets. The stock has benefited from increased visibility on demand for wide body aircraft, particularly the Airbus A380 and Boeing 787. Also driving revenues are the increased complexity and cost of business-class and first-class seats on large aircraft, both for new airplanes and for periodic retrofits of existing aircraft. As the stock rose during the second quarter, we trimmed our holding slightly to manage risk but maintain a significant position as we see an excellent business climate for several years forward.

Adam Weiner, who joined the RS Core Equity Team as of January 1, 2007 as our sector manager for industrial companies has helped us achieve strong performance from this group. We recently added several new industrial positions, bringing that sector closer to benchmark-neutral from the significant underweight we have maintained for several quarters. Newer additions to the portfolio sourced by Adam include Regal-Beloit Corp (1.47%) and EnPro Industries (1.55%).

Regal-Beloit is one of the leading U.S. manufacturers of electric motors and generators. We bought the stock at depressed levels as investors were overly focused, we believe, on the company’s relatively modest exposure to a weakening residential housing market. We like Regal-Beloit’s leading market positions and management’s long-term track record of delivering value for its shareholders through targeted acquisitions and dividend growth.

EnPro Industries has the number one or two market positions with well-established brand names in a variety of niche industrial end markets for its highly engineered industrial products, including sealing products, bearings, air compressor systems, vacuum pumps, and diesel engines. We believe that investors tend to overlook the many positive attributes of this company due to litigation related to asbestos used in a small number of products many years ago. We believe this is a manageable issue for the company today and likely to diminish even more over the next five to 10 years.

The broad health care sector proved to be our biggest challenge during the quarter. We held approximately 13.7% of the portfolio in health care, and our stock selection returns trailed the index returns. Our biggest hurdle was Psychiatric Solutions (2.59%), the largest provider of behavioral health facilities, with a roughly 50/50 mix of acute care psychiatric hospitals and residential treatment centers. The company has grown rapidly through acquisition, and we think it has demonstrated excellent operating results in terms of driving sales and profit margins in acquired facilities over subsequent years. The stock weakened during the second quarter, due, we believe, to several short-term reasons, chiefly an underwhelming same-facility revenue growth rate vs. the year-ago quarter. Strong revenue growth in the corresponding 2006 period created a tough hurdle for earnings comparison, and remodeling at a number of

www.RSinvestments.com     17

RS Small Cap Core Equity Fund (continued)

facilities caused some transient dislocation of patients, which had a brief impact on revenues. Separately, the stock was pressured by disappointing results at Horizon Health Corp. (0.00%), a public competitor that Psychiatric Solutions was in the process of acquiring at the time. We believe that these issues are being resolved, and do not impact our long-term thesis regarding the stock, so we maintain our position despite the weakness during the quarter.

Another detractor during the quarter was Mentor Corp. (0.00%), a leading manufacturer of silicone breast implants, and a position we wrote about in our fourth quarter 2006 letter. Our thesis was that after 15 years of restrictions in the United States concerning the use of silicone implants, we believed that they would rapidly regain acceptance among patients and physicians for cosmetic use. Unfortunately, Mentor has lost some market share opportunity to its largest competitor, Allergan (0.00%). We believe this is due in large part to a difference in company requirements for physicians. Mentor required that all patients be enrolled in a follow-up safety study, while Allergan made participation voluntary.

While our general thesis appears to be playing out, with silicone gaining momentum in the United States, we believed that Mentor’s more conservative protocol would be well accepted by both doctors and patients, and that the latter would wish to participate in the study but in reality this was not the case. While the federal Food and Drug Administration allowed both approaches, the protocol created more paperwork for busy doctors, many of whom, we believe, gravitated to Allergan’s product out of convenience.

Outlook

As we begin the third quarter of 2007, we remain close to benchmark-neutral in most sectors, consistent with our bottom-up investment process that emphasizes the merits of individual stocks rather than trying to predictsector-level or macroeconomic shifts. We added several consumer staples holdings, making that sector a 2.6% overweighting above the Russell 2000 Index. Conversely, we trimmed consumer discretionary to a 3.7% underweighting as we sold a number of retail and restaurant stocks.

Also, in keeping with our mission to provide a broadly diversified core small-cap fund, we own stocks across the style spectrum from value to growth. That said, the Fund does have a moderate tilt toward growth stocks, as it has for well over a year. In addition to finding ample opportunities in higher-growth sectors such as technology and health care, we are gravitating toward companies with stronger growth prospects in traditionally value-oriented sectors such as industrials and financials. Because the small-cap market has so powerfully favored value stocks since 2000, we find that many higher-growth companies do not command a degree of valuation premium to slower-growth companies commensurate with the difference in expected growth rates. That is why, paradoxically, small-cap growth stocks as a group appear to be a better “value” than small-cap value stocks. Of course this is a broad generalization, and our success or failure remains tied to how well we assess the fundamental sales and earnings prospects, and the stock price upside and downside, of individual companies.

Thank you for your investment in RS Small Cap Core Equity Fund and for your ongoing support.

Matthew P. Ziehl

Portfolio Manager

Small cap investing entails special risks. Small-cap stocks have tended to be more volatile and to drop more in down markets than large-cap stocks. This may happen because small companies may be limited in terms of product lines, financial resources and management.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

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Assets Under Management: $193,702,926 Data as of June 30, 2007

Sector Allocation¹

Top Ten Holdings²

Company	Percentage of Total Net Assets
Digital Realty Trust, Inc.	2.81%
Trident Microsystems, Inc.	2.77%
Psychiatric Solutions, Inc.	2.59%
Investment Technology Group, Inc.	2.25%
NeuStar, Inc.	2.13%
BE Aerospace, Inc.	2.10%
Blackboard, Inc.	2.08%
TETRA Technologies, Inc.	2.06%
Century Aluminum Co.	2.05%
Targa Resources Partners, LP	2.01%
Total	22.85%

1	The sector allocation represents the Global Industry Classification Standard (GICS), which was developed by Morgan Stanley Capital International (MSCI) and Standard & Poor’s (S&P). The Fund’s holdings are allocated to each sector based on their GICS classification. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization. Index results assume the reinvestment of dividends paid on the stocks constituting the index. Unlike the Fund, the index does not incur fees or expenses.

www.RSinvestments.com     19

RS Small Cap Core Equity Fund (continued)

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date	1 Year	3 Years	5 Years	10 Years	Since Inception
Class A Shares	05/01/97
without sales charge		11.62%	22.69%	12.90%	13.03%	9.53%	10.85%
with maximum sales charge		6.33%	16.86%	11.09%	11.93%	9.00%	10.32%
Class B Shares	05/06/97
without sales charge		11.14%	21.42%	11.76%	11.92%	8.52%	9.49%
with sales charge		8.14%	18.42%	11.25%	11.79%	8.52%	9.49%
Class C Shares	08/07/00
without sales charge		11.22%	21.68%	11.86%	11.91%	—	4.37%
with sales charge		10.22%	20.68%	11.86%	11.91%	—	4.37%
Class K Shares	05/15/01
without sales charge		11.41%	22.22%	12.53%	12.68%	—	9.49%
Class Y Shares†	05/01/07
without sales charge		—	—	—	—	—	2.42%
Russell 2000® Index3		6.45%	16.43%	13.45%	13.88%	9.06%	10.41%
						Since Class A share inception
S&P 500® Index4		6.96%	20.59%	11.67%	10.71%	7.13%	8.13%
						Since Class A share inception

†	RS Small Cap Core Equity Fund Class Y shares “since inception” return is not annualized and represents cumulative total return. (Inception date: 05/01/07.)
Performance quoted represents past performance and does not guarantee future results. The Fund is the successor to The Guardian Park Avenue Small Cap Fund; performance shown includes performance of the predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.26 %, Class B 2.38%, Class C 2.21%, Class K 1.59%, and Class Y 0.97%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com
4	The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

20     Call 1.800.766.FUND

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made in Class A and Class B shares of RS Small Cap Core Equity Fund and in the Russell 2000^® Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge of 4.75% that an investor may have to pay when purchasing Class A shares of the Fund. The initial investment amount in the Russell 2000 Index and the Class B shares is $10,000. Hypothetical $10,000 investments made upon the commencement of offering Class C shares (08/07/00),Class K shares (05/15/01), and Class Y shares (05/01/07) would have the following values as of June 30, 2007: $13,432 (Class C), $17,433 (Class K), and $10,242 (Class Y). While Class C shares and Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. The Fund is the successor to The Guardian Park Avenue Small Cap Fund; performance shown includes performance of the predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.26 %, Class B 2.38%, Class C 2.21%, Class K 1.59%, and Class Y 0.97%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There are no sales charges for Class K and Class Y shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com

www.RSinvestments.com     21

RS S&P 500 Index Fund

Co-Portfolio Managers

Jonathan C. Jankus

Stewart M. Johnson

Investment Style

Large-Cap	Mid-Cap	Small-Cap
Value	Blend	Growth

Fund Philosophy

To track the investment performance of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500^®”), which emphasizes securities issued by large U.S. companies.

Investment Process

The Fund normally invests at least 95% of the Fund’s net assets (plus the amount, if any, of borrowings by the Fund for investment purposes) in the stocks of companies included in the S&P 500^® Index. The S&P 500 Index is an unmanaged index of 500 common stocks selected by Standard & Poor’s as representative of a broad range of industries within the U.S. economy, including foreign securities. It is comprised primarily of stocks issued by large capitalization companies. The Index is often considered to be the performance benchmark for U.S. stock market performance in general. While the Fund seeks to replicate the performance of the Index, there is no assurance that the Fund will track the performance of the Index exactly.

Performance

For the quarter ended June 30, 2007, the RS S&P 500^® Index Fund (Class A Shares) returned 6.14%. The Fund’s objective is to track the returns of the S&P 500^® Index³, a theoretical portfolio of 500 blue-chip stocks, which returned 6.28% over the same period. The Fund outperformed the 6.13% average return achieved by the 185 funds in the Lipper universe with an S&P 500^® Index objective. The performance of the S&P 500^® Index is theoretical in the sense that it is computed as though each security in the Index were purchased and subsequently rebalanced without any trading costs or fund expenses. Year-to-date through June 30, 2007, the Fund’s return was 6.69% compared with 6.96% for the S&P 500^® Index.

Portfolio Review

For the first quarter, stock market returns were positive, albeit barely so, with the S&P 500 Index earning a total return of 0.64% during that period. This fact masks considerable volatility, with the S&P 500^® Index up 3.2% for the year at one point (February 20) and down by 2.8% for the year at another (March 5).

Stock market returns were positive during the second quarter, with the S&P 500^® Index earning a total return of 6.28% during the period ended June 30 in spite of a 1.66% decline in June.

The Federal Reserve Board (the “Fed”) held monetary conditions steady, keeping the federal funds rate at 5.25%, ever mindful of the continuing threat of inflation in spite of an economy slowed by residential construction. Although growth expectations for the U.S. economy have declined modestly, those of other developed economies (especially in Europe) have increased, creating a consensus of gross domestic product growth estimates from 2.0% to 2.5% for 2007.

Domestically, continuing weakness in the subprime mortgage loan market has created concern that a tightening of credit requirements may exacerbate an already weakened housing market. News of some large hedge fund losses has not helped matters.

Outlook

We will continue to manage the Fund to be substantially fully invested in stocks, attempt to match the S&P 500^® Index and keep trading costs to a minimum.

22     Call 1.800.766.FUND

We believe that most signs indicate modest ongoing economic growth, which we hope will continue to sustain corporate profits. A risk on the horizon is the extent to which interest rates will rise in the near term due to concerns about inflation and credit quality. Crude oil prices are back above $70 per barrel, some $20 higher than they were in mid-January. We think rate reductions by the Fed seem unlikely this year given the recent strength of the job market and the worrisome inflation reports; and rate increases seem unlikely in the face of a weak housing market.

On balance, we remain optimistic, but cautiously so.

We thank you for your continued support.

Jonathan C. Jankus	Stewart M. Johnson
Co-Portfolio Manager	Co-Portfolio Manager

As with all mutual funds, the value of an investment in the Fund could decline, so you could lose money. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     23

RS S&P 500 Index Fund (continued)

Assets Under Management: $183,824,818 Data as of June 30, 2007

Sector Allocation vs. U.S. Index¹
 

Top Ten Holdings²
 

Company	Percentage of Total Net Assets
Exxon Mobil Corp.	3.51	%
General Electric Co.	2.91	%
AT&T, Inc.	1.90	%
Microsoft Corp.	1.85	%
Citigroup, Inc.	1.84	%
Bank of America Corp.	1.61	%
Procter & Gamble Co.	1.40	%
Pfizer, Inc.	1.33	%
American International Group, Inc.	1.33	%
Chevron Corp.	1.32	%
Total	19.00	%

1	The sector allocation represents the Global Industry Classification Standard (GICS), which was developed by Morgan Stanley Capital International (MSCI) and Standard & Poor’s (S&P). The Fund’s holdings are allocated to each sector based on their GICS classification. Cash includes short-term investments and net other assets and liabilities.
2	Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.
3	The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

24     Call 1.800.766.FUND

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date		1 Year		3 Years		5 Years		Since Inception
Class A Shares	08/07/00
without sales charge		6.69	%	19.89	%	11.17	%	10.14	%	1.50	%
with maximum sales charge		3.49	%	16.29	%	10.06	%	9.48	%	1.05	%
Class B Shares	08/07/00
without sales charge		6.29	%	19.08	%	10.30	%	9.26	%	0.68	%
with sales charge		3.29	%	16.08	%	9.75	%	9.12	%	0.68	%
Class C Shares	08/07/00
without sales charge		6.30	%	18.95	%	10.31	%	9.23	%	0.66	%
with sales charge		5.30	%	17.95	%	10.31	%	9.23	%	0.66	%
Class K Shares	05/15/01
without sales charge		6.49	%	19.51	%	10.68	%	9.62	%	3.40	%
S&P 500® Index3		6.96	%	20.59	%	11.67	%	10.71	%	1.93	%
									Since Class A share inception

Results of a Hypothetical $10,000 Investment
If invested on 08/07/00

The chart above shows the performance of a hypothetical $10,000 investment made in Class A, Class B, and Class C shares of RS S&P 500 Index Fund. The starting point of $9,700 for Class A shares reflects the current maximum sales charge of 3.00% that an investor may pay when purchasing Class A shares of the Fund. The initial investment amount in the S&P 500^® Index, Class B shares and Class C shares is $10,000. A hypothetical $10,000 investment made upon the commencement of offering Class K shares (05/15/01) would have the following value as of June 30, 2007: $12,274. While Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. The Fund is the successor to The Guardian S&P 500 Index Fund; performance shown includes performance of the predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 0.70%, Class B 1.71%, Class C 1.74%, and Class K 1.14%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 3.00%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There is no sales charge for Class K shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com

www.RSinvestments.com     25

RS Asset Allocation Fund

Co-Portfolio Managers

Jonathan C. Jankus

Stewart M. Johnson

Fund Philosophy

Long-term total investment return consistent with moderate investment risk. Total investment return consists of income and changes in the market value of the Fund’s investments.

Investment Process

The Fund allocates its assets among three broad asset classes: U.S. common stocks and convertible securities; investment grade bonds and other debt securities; and cash and money market instruments. The Fund currently operates primarily as a “fund of funds” by investing in other Funds of RS Investment Trust. Guardian Investor Services LLC uses its own theoretical models to evaluate information about the economy and the markets to provide “signals” for portfolio allocations. Distribution by asset classes fluctuates from a “neutral position” of 60% allocated to equity and 40% allocated to debt; however, there are no percentage limitations on the amount to be allocated to any asset class.

Performance

For the quarter ended June 30, 2007, RS Asset Allocation Fund (Class A Shares) returned 5.14%, placing it ahead of the 3.55% return of its composite benchmark (60% S&P 500^® Index² and 40% Lehman Brothers Aggregate Bond Index³ rebalanced monthly without expenses or trading costs). Year-to-date through June 30, 2007, the Fund’s return of 5.78% also bested the benchmark’s return of 4.58%.

Stock market returns were positive, with the S&P 500^® Index earning a total return of 6.28% during the quarter in spite of a 1.66% decline in June.

Portfolio Review

The Federal Reserve Board (the “Fed”) held monetary conditions steady, keeping the federal funds rate at 5.25%, ever mindful of the continuing threat of inflation in spite of an economy slowed by residential construction. Although growth expectations for the U.S. economy have declined modestly, those of other developed economies (especially in Europe) have increased, creating a consensus of gross domestic product growth estimates from 2.0% to 2.5% for 2007.

Domestically, continuing weakness in the subprime mortgage loan market has created concern that a tightening of credit requirements may exacerbate an already weakened housing market. News of some large hedge fund losses has not helped matters.

The Fund’s returns relative to the benchmark were the result of being overweighted in stocks and cash and underweighted in bonds, which returned –0.52% for the quarter ended June 30, 2007, as measured by the Lehman Brothers Aggregate Bond Index. We began the year invested 80% in stocks, with the balance held in cash equivalents; we held no bonds. In mid-May, we reduced our stock weighting to 70%, increased the Fund’s cash position, and still held no bonds.

Outlook

Our investing will, of course, continue to be guided by our quantitative model which, as of quarter-end, still has us invested 70% in stocks, 0% in bonds and 30% in cash. This compares with our “neutral” position of 60% stocks and 40% bonds.

26     Call 1.800.766.FUND

We believe that most signs indicate continuing modest economic growth, which we hope will continue to sustain corporate profits. A risk on the horizon is the extent to which interest rates will rise in the near term due to concerns about inflation and credit quality. Crude oil prices are back above $70 per barrel, some $20 higher than they were in mid-January. We think that the Fed rate reductions seem unlikely this year given the recent strength of the job market and the worrisome inflation reports, and rate increases seem unlikely in the face of a weak housing market.

On balance, we remain optimistic, but cautiously so.

We thank you for your continued support.

Jonathan C. Jankus	Stewart M. Johnson
Co-Portfolio Manager	Co-Portfolio Manager

As with all mutual funds, the value of an investment in the Fund could decline, so you could lose money. The Fund primarily invests in equity securities and therefore exposes you to the general risks of investing in stock markets.

Bond funds are subject to interest rate risk, credit risk, and prepayment risk. When interest rates rise, bond prices generally fall, and when interest rates fall, bond prices generally rise. Currently, interest rates are at relatively low levels. Please keep in mind that in this kind of environment, the risk that bond prices may fall when interest rates rise is potentially greater. The values of mortgage-backed securities depend on the credit quality and adequacy of the underlying assets or collateral and may be highly volatile.

Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.

Except as otherwise specifically stated, all information and portfolio manager commentary, including portfolio security positions, is as of June 30, 2007.

www.RSinvestments.com     27

RS Asset Allocation Fund (continued)

Assets Under Management: $126,297,208 Data as of June 30, 2007

Portfolio Composition by Asset Class¹

As of 06/30/07				As of 12/31/06
Common Stocks	70.90%	n		Common Stocks	80.56%	n
Cash	29.10%	n		Cash	19.44%	n

1 The investment allocation in the pie charts reflect the true economic impact of the portfolio composition, rather than its accounting treatment, which is shown in the Fund’s Portfolio of Investments.

Performance Update
Average Annual Total Returns as of 06/30/07

	Inception Date	Year-to-Date	1 Year	3 Years	5 Years	10 Years	Since Inception
Class A Shares	02/16/93
without sales charge		5.78%	16.64%	9.92%	9.45%	6.34%	8.94%
with maximum sales charge		0.72%	11.10%	8.15%	8.39%	5.82%	8.57%
Class B Shares	05/01/96
without sales charge		5.36%	15.64%	8.97%	8.49%	5.42%	7.18%
with sales charge		2.36%	12.64%	8.41%	8.35%	5.42%	7.18%
Class C Shares	08/07/00
without sales charge		5.38%	15.65%	8.88%	8.36%	—	1.53%
with sales charge		4.38%	14.65%	8.88%	8.36%	—	1.53%
Class K Shares	05/15/01
without sales charge		5.58%	16.21%	9.52%	9.06%	—	3.86%
Custom Index: 60% S&P 500® Index2,		4.58%	14.66%	8.62%	8.39%	7.01%	9.35%
40% Lehman Brothers Aggregate Bond Index3						Since Class A share inception

Performance quoted represents past performance and does not guarantee future results. The Fund is the successor to The Guardian Asset Allocation Fund; performance shown includes performance of the predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.86%, Class B 2.74%, Class C 2.82%, and Class K 2.16%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There is no sales charge for Class K shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

2

The S&P 500® Index is an unmanaged market-capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

3

The Lehman Brothers Aggregate Bond Index is generally considered to be representative of U.S. bond market activity. The Lehman Brothers Aggregate Bond Index is an unmanaged index that is not available for direct investment and there are no expenses associated with the index while there are expenses associated with the Fund.

28     28 Call 1.800.766.FUND

Results of a Hypothetical $10,000 Investment
If invested on 06/30/97

The chart above shows the performance of a hypothetical $10,000 investment made 10 years ago in Class A and Class B shares of RS Asset Allocation Fund, the Lehman Brothers Aggregate Bond Index, and the S&P 500^® Index. The starting point of $9,525 for Class A shares reflects the current maximum sales charge 4.75% that an investor may pay when purchasing Class A shares of the Fund. Each Index and Class B shares begins at $10,000. Hypothetical $10,000 investments made upon the commencement of offering Class C shares (08/07/00) and Class K shares (05/15/01) would have the following values as of June 30, 2007: $11,103 (Class C) and $12,615 (Class K). While Class B shares, Class C shares and Class K shares have a higher starting value than Class A shares because they do not impose a sales charge on purchase, they have higher annual expenses and therefore day to day performance is lower than that of Class A shares.

Performance quoted represents past performance and does not guarantee future results. The Fund is the successor to The Guardian Asset Allocation Fund; performance shown includes performance of the predecessor fund for periods prior to October 9, 2006. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Please keep in mind that any high double-digit returns are highly unusual and cannot be sustained. The Fund’s total gross annual operating expense ratio as of the most current prospectus is as follows: Class A 1.86%, Class B 2.74%, Class C 2.82%, and Class K 2.16%. Class A performance quoted “with maximum sales charge” reflects the current maximum sales charge of 4.75%. Please read the prospectus carefully for more information on sales charges as they do not apply in all cases and if applied are reduced for larger purchases. Certain share classes are subject to lower maximum sales charges whether paid at the time of purchase or deferred. The Class B and Class C share performance quoted “with sales charge” takes into account the applicable contingent deferred sales charge (up to 3% for Class B shares, up to 1% for class C shares). There is no sales charge for Class K shares. Any sales charges are in addition to the Fund’s fees and expenses as detailed in the Fund’s most current prospectus. Fees and expenses are factored into the net asset value of your shares and any performance numbers we release. Total return figures reflect an expense limitation in effect during the periods shown; without such limitation, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares. Current and month-end performance information, which may be lower or higher than that cited, is available by contacting RS Investments at 1-800-766-FUND and is frequently updated on our Web site: www.RSinvestments.com.

www.RSinvestments.com     29

Understanding Your Fund’s Expenses (unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including as applicable, sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including investment advisory fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated. The table below shows the Funds’ expenses in two ways:

Expenses based on actual return This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” for your Fund to estimate the expenses you paid on your account during this period. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Expenses based on hypothetical 5% return for comparison purposes This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds with the costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A maintenance fee of $12.00 that is charged once a year may apply for IRAs. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

		Beginning Account Value 01/01/07	Ending Account Value 06/30/07	Expenses Paid During Period* 01/01/07-06/30/07		Expense Ratio During Period* 01/01/07-06/30/07
Based on Actual Return
RS Core Equity Fund	Class A	$1,000.00	$1,142.00	$	4.89	0.92%
	Class B	$1,000.00	$1,136.50	$	9.93	1.87%
	Class C	$1,000.00	$1,137.30	$	8.92	1.68%
	Class K	$1,000.00	$1,139.90	$	6.80	1.28%
	Class Y(b)	$1,000.00	$1,055.10	$	1.01	0.61%
RS Small Cap Core Equity Fund	Class A	$1,000.00	$1,116.20	$	6.30	1.20%
	Class B	$1,000.00	$1,111.40	$	10.95	2.09%
	Class C	$1,000.00	$1,112.20	$	10.32	1.97%
	Class K	$1,000.00	$1,114.10	$	8.39	1.60%
	Class Y(a)	$1,000.00	$1,024.20	$	1.67	1.01%
RS S&P 500 Index Fund	Class A	$1,000.00	$1,066.90	$	2.72	0.53%
	Class B	$1,000.00	$1,062.90	$	6.55	1.28%
	Class C	$1,000.00	$1,063.00	$	6.55	1.28%
	Class K	$1,000.00	$1,064.90	$	4.76	0.93%
RS Asset Allocation Fund	Class A	$1,000.00	$1,057.80	$	1.63	0.32%
	Class B	$1,000.00	$1,053.60	$	5.68	1.12%
	Class C	$1,000.00	$1,053.80	$	5.43	1.07%
	Class K	$1,000.00	$1,055.80	$	3.92	0.77%

30     Call 1.800.766.FUND

		Beginning Account Value 01/01/07	Ending Account Value 06/30/07	Expenses Paid During Period* 01/01/07-06/30/07		Expense Ratio During Period* 01/01/07-06/30/07
Based on Hypothetical Return (5% return before expenses)
RS Core Equity Fund	Class A	$1,000.00	$1,020.23	$	4.61	0.92%
	Class B	$1,000.00	$1,015.50	$	9.37	1.87%
	Class C	$1,000.00	$1,016.45	$	8.41	1.68%
	Class K	$1,000.00	$1,018.44	$	6.41	1.28%
	Class Y(b)	$1,000.00	$1,007.10	$	0.99	0.61%
RS Small Cap Core Equity Fund	Class A	$1,000.00	$1,018.84	$	6.01	1.20%
	Class B	$1,000.00	$1,014.43	$	10.44	2.09%
	Class C	$1,000.00	$1,015.02	$	9.84	1.97%
	Class K	$1,000.00	$1,016.86	$	8.00	1.60%
	Class Y(a)	$1,000.00	$1,006.57	$	1.66	1.01%
RS S&P 500 Index Fund	Class A	$1,000.00	$1,022.16	$	2.66	0.53%
	Class B	$1,000.00	$1,018.45	$	6.41	1.28%
	Class C	$1,000.00	$1,018.45	$	6.41	1.28%
	Class K	$1,000.00	$1,020.18	$	4.66	0.93%
RS Asset Allocation Fund	Class A	$1,000.00	$1,023.21	$	1.60	0.32%
	Class B	$1,000.00	$1,019.26	$	5.59	1.12%
	Class C	$1,000.00	$1,019.51	$	5.34	1.07%
	Class K	$1,000.00	$1,021.98	$	3.86	0.77%

* Expenses are equal to the Portfolio’s annualized expense ratio multiplied by the average value over the period, multiplied by 181/365 (to reflect one-half year period).
(a)	Commencement of operations was May 2, 2007.
(b)	Commencement of operations was May 3, 2007.

www.RSinvestments.com     31

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32      Call 1.800.766.FUND

Financial Information

Six-Month Period Ended June 30, 2007

Schedule of Investments – RS Core Equity Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 97.2%
Aerospace & Defense – 4.4%
General Dynamics Corp.		168,900	$	13,211,358
The Boeing Co.		279,000		26,828,640
				40,039,998
Airlines – 1.2%
AMR Corp.(1)		418,790		11,035,117
				11,035,117
Biotechnology – 3.5%
Celgene Corp.(1)		236,000		13,529,880
Gilead Sciences, Inc.(1)		461,000		17,872,970
				31,402,850
Capital Markets – 4.4%
Legg Mason, Inc.		158,300		15,573,554
The Goldman Sachs Group, Inc.		113,900		24,687,825
				40,261,379
Chemicals – 0.7%
Rohm & Haas Company		108,200		5,916,376
				5,916,376
Commercial Banks – 2.0%
PNC Financial Services Group, Inc.		126,900		9,083,502
SunTrust Banks, Inc.		109,400		9,379,956
				18,463,458
Commercial Services & Supplies – 1.9%
Waste Management, Inc.		443,800		17,330,390
				17,330,390
Communications Equipment – 6.3%
Corning, Inc.(1)		686,800		17,547,740
Nokia Oyj, ADR(2)		754,400		21,206,184
QUALCOMM, Inc.		418,900		18,176,071
				56,929,995
Computers & Peripherals – 3.1%
Apple, Inc.(1)		75,400		9,201,816
EMC Corp.(1)		1,024,900		18,550,690
				27,752,506
Consumer Finance – 1.6%
American Express Co.		114,400		6,998,992
AmeriCredit Corp.(1)		270,300		7,176,465
				14,175,457
Diversified Financial Services – 3.3%
Interactive Brokers Group, Inc., Class A(1)		435,880		11,825,424
JPMorgan Chase & Co.		371,300		17,989,485
				29,814,909
Diversified Telecommunication Services – 3.5%
AT&T, Inc.		768,697		31,900,925
				31,900,925
Electronic Equipment & Instruments – 0.8%
Jabil Circuit, Inc.		331,300		7,311,791
				7,311,791
Energy Equipment & Services – 6.2%
Halliburton Co.		1,184,800		40,875,600
Transocean, Inc.(1)		149,900		15,886,402
				56,762,002

June 30, 2007 (unaudited)	Shares		Value
Food Products – 4.1%
Campbell Soup Co.	506,500	$	19,657,265
General Mills, Inc.	308,200		18,005,044
			37,662,309
Health Care Providers & Services – 3.0%
Medco Health Solutions, Inc.(1)	168,800		13,164,712
UnitedHealth Group, Inc.	275,900		14,109,526
			27,274,238
Hotels, Restaurants & Leisure – 2.3%
McDonald’s Corp.	414,400		21,034,944
			21,034,944
Household Durables – 1.5%
Newell Rubbermaid, Inc.	449,400		13,225,842
			13,225,842
Independent Power Producers & Energy Traders – 3.0%
The AES Corp.(1)	1,235,800		27,039,304
			27,039,304
Industrial Conglomerates – 1.7%
Tyco International Ltd.	450,300		15,215,637
			15,215,637
Information Technology Services – 8.6%
Accenture Ltd., Class A	424,300		18,198,227
Fidelity National Information
Services, Inc.	161,117		8,745,431
MasterCard, Inc., Class A	277,500		46,028,925
Western Union Co.	245,800		5,120,014
			78,092,597
Insurance – 4.3%
Aon Corp.	604,800		25,770,528
W. R. Berkley Corp.	420,300		13,676,562
			39,447,090
Internet Software & Services – 2.7%
eBay, Inc.(1)	359,100		11,555,838
Google, Inc., Class A(1)	24,600		12,875,148
			24,430,986
Machinery – 2.0%
Caterpillar, Inc.	228,600		17,899,380
			17,899,380
Media – 1.3%
Grupo Televisa S.A., ADR(2)	435,800		12,032,438
			12,032,438
Oil, Gas & Consumable Fuels – 4.6%
Chevron Corp.	51,100		4,304,664
Devon Energy Corp.	123,900		9,700,131
Enterprise Products Partners L.P.	868,610		27,630,484
			41,635,279
Pharmaceuticals – 5.6%
Abbott Laboratories	445,700		23,867,235
Wyeth	468,300		26,852,322
			50,719,557
Road & Rail – 0.9%
Burlington Northern Santa Fe Corp.	101,300		8,624,682
			8,624,682

The accompanying notes are an integral part of these financial statements.

34     Call 1.800.766.FUND

June 30, 2007 (unaudited)	Shares		Value
Specialty Retail – 2.6%
The Home Depot, Inc.	593,800	$	23,366,030
			23,366,030
Thrifts & Mortgage Finance – 2.4%
Federal Home Loan Mortgage Corp.	218,500		13,262,950
People’s United Financial, Inc.	505,300		8,958,969
			22,221,919
Tobacco – 2.3%
Altria Group, Inc.	297,500		20,866,650
			20,866,650
Wireless Telecommunication Services – 1.4%
America Movil SAB de C.V., ADR(2)	208,800		12,930,984
			12,930,984
Total Common Stocks (Cost $724,253,962)			882,817,019

	Shares	Value
Other Investments - For Trustee
Deferred Compensation Plan – 0.0%
RS Emerging Growth Fund, Class Y(3)	68	2,737
RS Emerging Markets Fund, Class A(3)	19	493
RS Global Natural Resources Fund, Class Y(3)	210	7,708
RS Growth Fund, Class Y(3)	159	2,651
RS Investors Fund, Class Y(3)	409	5,280
RS MidCap Opportunities Fund, Class Y(3)	136	2,207
RS Partners Fund, Class Y(3)	50	1,947
RS Smaller Company Growth Fund, Class Y(3)	69	1,586
RS Value Fund, Class Y(3)	49	1,501
Total Other Investments (Cost $24,448)		26,110

	Shares		Value
Short-Term Investments – 1.6%
Federated Prime Obligations Fund, Class B(4)	14,552,207		14,552,207
Total Short-Term Investments (Cost $14,552,207)			14,552,207
Total Investments – 98.8% (Cost $738,830,617)			897,395,336
Other Assets, Net – 1.2%			11,085,026
Total Net Assets – 100.0%		$	908,480,362

(1)	Non income-producing security.
(2)	ADR — American Depositary Receipt.
(3)	Investments in designated RS Mutual Funds under a deferred compensation plan adopted for disinterested Trustees. See 3b in Notes to Financial Statements.
(4)	Money Market Fund registered under the Investment Company Act of 1940.

The accompanying notes are an integral part of these financial statements.

www.RSinvestments.com     35

Schedule of Investments – RS Small Cap Core Equity Fund

June 30, 2007 (unaudited)	Shares		Value
Common Stocks – 98.0%
Aerospace & Defense – 3.7%
AAR Corp.(1)		94,600	$	3,122,746
BE Aerospace, Inc.(1)		98,600		4,072,180
				7,194,926
Biotechnology – 2.1%
Achillion Pharmaceuticals, Inc.(1)		50,600		302,588
Human Genome Sciences, Inc.(1)		84,300		751,956
Keryx Biopharmaceuticals, Inc.(1)		82,700		807,979
Progenics Pharmaceuticals, Inc.(1)		55,000		1,186,350
Savient Pharmaceuticals, Inc.(1)		81,200		1,008,504
				4,057,377
Building Products – 1.6%
Goodman Global, Inc.(1)		136,500		3,033,030
				3,033,030
Capital Markets – 3.1%
Apollo Investment Corp.		77,455		1,666,832
Investment Technology Group, Inc.(1)		100,500		4,354,665
				6,021,497
Chemicals – 1.7%
Cytec Industries, Inc.		52,000		3,316,040
				3,316,040
Commercial Banks – 5.1%
Center Financial Corp.		86,400		1,461,888
East West Bancorp, Inc.		52,800		2,052,864
IBERIABANK Corp.		33,200		1,641,740
PrivateBancorp, Inc.		68,200		1,964,160
Seacoast Banking Corporation of Florida		65,300		1,420,275
Signature Bank Corp.(1)		40,400		1,377,640
				9,918,567
Commercial Services & Supplies – 2.2%
Fuel Tech, Inc.(1)		58,700		2,010,475
LECG Corp.(1)		145,100		2,192,461
				4,202,936
Communications Equipment – 3.3%
Blue Coat Systems, Inc.(1)		77,200		3,822,944
Foundry Networks, Inc.(1)		155,000		2,582,300
				6,405,244
Construction & Engineering – 1.7%
Aecom Technology Corp.(1)		129,440		3,211,406
				3,211,406
Diversified Financial Services – 0.8%
Genesis Lease Ltd., ADR(2)		53,700		1,471,380
				1,471,380
Diversified Telecommunication Services – 3.0%
NeuStar, Inc., Class A(1)		142,600		4,131,122
PAETEC Holding Corp.(1)		155,770		1,758,643
				5,889,765
Electrical Equipment – 1.5%
Regal-Beloit Corp.		61,100		2,843,594
				2,843,594
Energy Equipment & Services – 2.1%
TETRA Technologies, Inc.(1)		141,300		3,984,660
				3,984,660

June 30, 2007 (unaudited)	Shares		Value
Food Products – 4.1%
B&G Foods, Inc., Class A		112,820	$	1,489,224
Flowers Foods, Inc.		88,000		2,935,680
J&J Snack Foods Corp.		24,800		935,952
Reddy Ice Holdings, Inc.		90,700		2,586,764
				7,947,620
Health Care Equipment & Supplies –6.1%
DJ Orthopedics, Inc.(1)		33,300		1,374,291
Hologic, Inc.(1)		29,800		1,648,238
Immucor, Inc.(1)		101,100		2,827,767
Micrus Endovascular Corp.(1)		46,900		1,153,740
NuVasive, Inc.(1)		95,300		2,574,053
SonoSi