RS Investment Management, Inc., RS Investment Management, L.P., G. Randall Hecht and Steven M. Cohen

SECURITIES EXCHANGE ACT OF 1934
Release No. 55753 / May 14, 2007

ADMINISTRATIVE PROCEEDING
File No. 3-11696

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan for the distribution of the Fair Fund in this matter ("Distribution Plan").

On October 6, 2004, the Commission issued an Order instituting and simultaneously settling public administrative and cease-and-desist proceedings ("the Order") against respondents, including RS Investment Management, Inc., and RS Investment Management, L.P. (collectively "RS"), in this matter. In the Order, the Commission authorized and established a Fair Fund, comprised of $25 million in disgorgement and penalties paid by RS, for distribution to mutual fund investors affected by market timing in funds for which RS served as the investment adviser. The Order provided that the Fair Fund was to be distributed pursuant to a distribution plan developed by an Independent Distribution Consultant.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov/, or RS's public website, http://www.rsinvestments.com/. Interested parties may also obtain a written copy of the Distribution Plan by submitting a written request to Michael S. Dicke, Assistant Regional Administrator, United States Securities and Exchange Commission, 44 Montgomery Street, Suite 2600, San Francisco, CA 94104. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than June 13, 2007:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
    
2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or
    
3. by sending an e-mail to rule-comments@sec.gov. Comments submitted electronically should include "Administrative Proceeding File Number 3-11696" on the subject line.

Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The Fair Fund is comprised of the $25 million paid by RS, plus accumulated interest. The Distribution Plan provides for distribution of the Fair Fund to eligible investors in ten mutual funds to compensate them for market timing during 2000-2003. If the Distribution Plan is approved, eligible investors will receive proportionate shares of the Fair Fund as calculated by the Independent Distribution Consultant. The shares will be calculated from information in RS's records and records obtained from third-party intermediaries. Investors will not need to go through a claims process.

For the Commission, by its Secretary, pursuant to delegated authority.