Fund Facts (Class A)

Investment Style: Mid-Cap Growth Ticker Symbol: RSMOX Cusip Number: 74972H507 Date of Inception: 7/12/95

Minimum Investment: $2,500; $1,000 for IRA Minimum Subsequent Investment: $100 Sales Load: See pages 113-120 of the Prospectus Redemption Fee: None

Management

		Steve Bishop   Co-portfolio manager of RS MidCap Opportunities Fund, RS Emerging Growth Fund, RS Technology Fund, and RS Select Growth Fund   •   Tenure with RS Investments (RS): August 1996   •   Tenure as Co-Portfolio Manager: August 2008   •   Prior Experience: Analyst at Dean Witter Reynolds, Inc. for two years   •   Education: B.A. from University of Notre Dame and M.B.A. from Harvard Business       School
		Melissa Chadwick-Dunn   Co-portfolio manager of RS MidCap Opportunities Fund, RS Emerging Growth Fund, and RS Select Growth Fund   •   Tenure with RS: April 2001   •   Tenure as Co-Portfolio Manager: August 2008   •   Prior experience: Equity Analyst at Putnam Investments for two years; four years       in investment banking, working on corporate finance and mergers-and-acquisition       transactions for Lehman Brothers and McDaniels S.A.   •   Education: B.A. and M.A. from University of Chicago and M.B.A. from Wharton       School of Business
		John Seabern   Co-portfolio manager of RS MidCap Opportunities Fund and portfolio manager of RS Growth Fund   •   Tenure with RS Investments: September 1993   •   Tenure as Portfolio Manager: May 2007   •   Prior Experience: Performance analyst at Duncan-Hurst Capital Management for       two years   •   Education: B.S. from the University of Colorado and is a Chartered Financial Analyst
		Allison Thacker   Co-portfolio manager of RS MidCap Opportunities Fund, RS Emerging Growth Fund, RS Technology Fund, and RS Select Growth Fund   •   Tenure with RS: July 2000   •   Tenure as Co-Portfolio Manager: August 2008   •   Prior experience: Analyst at Putnam Investments and Merrill Lynch for a total of       three years   •   Education: B.A. from Rice University and M.B.A. from Harvard Business School
		Scott Tracy   Co-portfolio manager of RS MidCap Opportunities Fund, RS Emerging Growth Fund, RS Select Growth Fund, and RS Smaller Company Growth Fund   •   Tenure with RS: December 2001   •   Tenure as Co-Portfolio Manager: August 2008   •   Prior experience: Spent three years at Shoreline Investment Management,       the in-house asset management arm of Hewlett-Packard and one year as an equity       analyst at Montgomery Securities   •   Education: B.A. from Trinity College, M.B.A. from University of California at Berkeley,       and is a Chartered Financial Analyst

Investment Objective
Long-term capital growth.

Investment Strategy
The Fund invests principally in equity securities of mid-cap companies. The Fund normally invests at least 80% of its net assets in companies considered by RS Investments at the time to be mid-cap companies. RS Investments currently considers a company to be a mid-cap company if the company has a market capitalization of at least $1.5 billion and at most 120% of the market capitalization of the largest company included in the Russell Midcap^® Index on the last day of the most recent quarter (currently, approximately $24.4 billion, based on the size of the largest company on September 30, 2008). The Fund may at times invest a substantial portion of its assets in technology companies.

The Fund may hold a substantial portion of its assets in cash and cash equivalents, although it will not necessarily do so.

Investment Process
In selecting investments for the Fund, we may look to see:
  •   whether the company has experienced or has the potential for superior earnings-per-share growth;
  •   whether there is a possible catalyst that has the potential to drive earnings and valuations higher, such as new management or a new product launch;
  •   whether the company has a superior management team.

Sell Discipline
We consider selling or initiating the process when:
  •   the price of the security attains RS Investments' price target;
  •   the company's business fundamentals turn negative;
  •   RS Investments believes that another investment offers a better opportunity;
  •   the stock price declines substantially below the purchase price.

Risk Factors
As with all mutual funds, the value of an investment in the Fund could decline, so you could lose money. 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.

Fund Metrics (Class A)

As of 5/1/08 Management Fees: 0.85% Distribution (12b-1) Fees: 0.25% Other Expenses: 0.30%1 Total Annual Fund Operating Expenses: 1.40%2 Fee Waiver/Expense Limitation: -0.05%2 Net Expenses: 1.35%2		As of 9/30/08 Number of Positions: 57 Average Market Cap: $7.4 billion Median Market Cap: $5.5 billion Weighted Avg Market Cap: $7.4 billion 2008 P/E: 20.5x 3-Year Sales Growth: 28.6 % Fund Assets: $172.1 million Beta: 1.083 R2: 0.933
1"Other Expenses" include expenses indirectly incurred by the Fund through investments in certain pooled investment vehicles ("Acquired Funds") of 0.01% or less of the Fund's average daily net assets for the fiscal year ended December 31, 2007. 2 RS Investments has agreed that through December 31, 2009, it will not receive annual Management Fees from the Fund in excess of 0.80%. The amount of the resulting waiver is shown under the caption "Fee Waiver/Expense Limitation" shown above. "Net Expenses" reflect the effect of this fee waiver on "Total Annual Fund Operating Expenses." RS Investments may terminate this waiver after December 31, 2009. In addition, RS Investments has contractually agreed through April 30, 2009 to reduce its management fee with respect to Class A shares of the Fund to the extent that Class A's Total Annual Fund Operating Expenses (excluding expenses indirectly incurred by the Fund through investments in Acquired Funds, interest, taxes, and extraordinary expenses) exceed 1.49% (after taking into account any other expense limitations or fee waivers, including without limitation any reduction of management fees), and to reduce the management fee paid by each of the other classes of the Fund so that each of those classes bears the same level of management fees as Class A shares during the period. 3 Risk characteristics are relative to the Russell Midcap® Growth Index as of 9/30/08, and for the three-year period.

Performance Update (Class A)
Average Annual Total Returns For Periods ended 9/30/08

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. As of the most current prospectus, the Fund's total gross annual operating expense ratio for the Class A shares is 1.40%. 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. 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 800-766-3863 and is frequently updated on our Web site: www.RSinvestments.com.

* 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.

Top Ten Holdings
as of 9/30/08

Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities.

Sector Allocation
as of 9/30/08

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.

Quarterly Fund Commentaries   (as of 9/30/08)

  Third Quarter 2008
  Second Quarter 2008
  First Quarter 2008
  Fourth Quarter 2007
  Third Quarter 2007
  Second Quarter 2007
  First Quarter 2007