RS Investment Trust N-CSRS Certified semi-annual shareholder report (management investment company)

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)

One Bush Street, Suite 900 San Francisco, CA	94104
(Address of principal executive offices)	(Zip code)

Matthew H. Scanlan

c/o RS Investments

One Bush Street, Suite 900

San Francisco, CA 94104

(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, 2015

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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

RSGROWTHFUNDS

Class A, C, K and Y Shares

RS SMALL CAP GROWTH FUND

RS SELECT GROWTH FUND

RS MID CAP GROWTH FUND

RS GROWTH FUND

RS TECHNOLOGY FUND

RS SMALL CAP EQUITY FUND

NOT FDIC INSURED

MAY LOSE VALUE

NO BANK GUARANTEE

TABLE OF CONTENTS

RS Investments Overview
CEO’s Letter	1
Understanding Your Fund’s Expenses	3

Financial Information
Schedules of Investments	6
Statements of Assets and Liabilities	36
Statements of Operations	38
Statements of Changes in Net Assets	40
Financial Highlights	44
Notes to Financial Statements	56
Supplemental Information	71

RS Investments

Alternatives | Fixed Income | Growth | International | Natural Resources | Value

Alternatives	Growth	RS Emerging Markets Small Cap Fund
RS Focused Opportunity Fund	RS Small Cap Growth Fund*	RS China Fund
RS Focused Growth Opportunity Fund	RS Select Growth Fund
	RS Mid Cap Growth Fund	Natural Resources
Fixed Income	RS Growth Fund	RS Global Natural Resources Fund
RS Investment Quality Bond Fund	RS Technology Fund
RS Low Duration Bond Fund	RS Small Cap Equity Fund*	Value
RS High Yield Fund		RS Partners Fund*
RS Tax-Exempt Fund	International	RS Value Fund
RS High Income Municipal Bond Fund	RS International Fund	RS Large Cap Alpha Fund
RS Floating Rate Fund	RS Global Fund	RS Investors Fund
RS Strategic Income Fund	RS Emerging Markets Fund

* The Fund is currently offered only to certain investors. Please contact RS Investments for more information.

Except as otherwise specifically stated, all information, including portfolio security positions, is as of June 30, 2015.

CEO’S LETTER

Matthew H. Scanlan CEO, RS Investments

Dear RS Funds Shareholder,

The active versus passive debate seems to be hotter than ever. Passive investing has gained popularity over the past few years, and on the surface, the reason may seem clear: In 2014, 78% of active managers lagged their relevant benchmarks. So it’s no surprise that actively managed domestic equity funds saw $13 billion in net withdrawals last year, while their passively managed counterparts (index funds and ETFs) received $244 billion in net subscriptions.

But as always, it would behoove investors to dig a little deeper. When you “buy the benchmark” with a passive approach, that investment seeks to replicate the performance of a particular index. Yet benchmarks do not always represent the optimal portfolio of assets within a given opportunity set. In fact, like any portfolio, a benchmark can perform well or poorly depending on design and market conditions.

Understanding benchmark construction provides a clearer picture of passive investing — and what to expect in terms of performance through different market environments. New research from RS Investments explores the active decisions that go into benchmark design and construction. We found that those decisions can lead to biases in benchmarks, so even passive strategies involve active decisions, with the decisions made by benchmark providers rather than by fund managers.

The question is, who do you want to trust to make those active decisions? Personally, I’d prefer that my chosen portfolio manager select my stocks.

While passive investing has gained popularity, we’ve noticed that the concept of high-conviction active investing is also attractive to investors, many of whom are exploring new approaches to capture alpha (a measure of performance on a risk-adjusted basis). In fact, one key takeaway from our research is that investors can blend the best of index and active exposures to create an optimal portfolio. That blend includes high-conviction active managers, in those cases where the investor has confidence that the manager has the ability to exceed expectations.

We always aim to exceed expectations, and we appreciate the confidence you’ve placed in us. In the pages that follow, you’ll find an update on the RS Funds. It includes important information about your investment with our firm.

Please visit www.rsinvestments.com for additional insights and the latest commentary from our investment teams.

Sincerely,

Matthew H. Scanlan

Chief Executive Officer

THIS PAGE NOT PART OF YOUR FUND REPORT www.rsinvestments.com 1

CEO’S LETTER

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

RS Funds are sold by prospectus only. 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 important information. Please read it carefully before investing or sending money. To obtain a copy, please call 800.766.3863 or visit www.rsinvestments.com.

RS Funds are distributed by RS Funds Distributor LLC, member: FINRA, SIPC. ©2015 RS Investment Management Co. LLC

2 www.rsinvestments.com THIS PAGE NOT PART OF YOUR FUND REPORT

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; 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 from January 1, 2015, to June 30, 2015. 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 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.

Based on Actual Return		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15-6/30/15		Expense Ratio During Period 1/1/15-6/30/15
RS Small Cap Growth Fund	Class A		$1,000.00		$1,128.80		$7.23		1.37%
	Class C		$1,000.00		$1,124.50		$11.27		2.14%
	Class K		$1,000.00		$1,126.70		$9.33		1.77%
	Class Y		$1,000.00		$1,130.50		$5.60		1.06%

www.rsinvestments.com 3

UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)

Based on Actual Return		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15-6/30/15		Expense Ratio During Period 1/1/15-6/30/15
RS Select Growth Fund	Class A		$1,000.00		$1,081.60		$7.23		1.40%
	Class C		$1,000.00		$1,077.40		$11.23		2.18%
	Class K		$1,000.00		$1,078.80		$9.84		1.91%
	Class Y		$1,000.00		$1,082.90		$5.89		1.14%
RS Mid Cap Growth Fund	Class A		$1,000.00		$1,053.10		$6.47		1.27%
	Class C		$1,000.00		$1,048.80		$10.72		2.11%
	Class K		$1,000.00		$1,050.10		$9.00		1.77%
	Class Y		$1,000.00		$1,054.90		$5.15		1.01%
RS Growth Fund	Class A		$1,000.00		$1,031.60		$5.54		1.10%
	Class C		$1,000.00		$1,027.40		$9.70		1.93%
	Class K		$1,000.00		$1,028.30		$8.60		1.71%
	Class Y		$1,000.00		$1,032.70		$4.18		0.83%
RS Technology Fund	Class A		$1,000.00		$1,020.40		$7.51		1.50%
	Class C		$1,000.00		$1,016.00		$11.65		2.33%
	Class K		$1,000.00		$1,017.80		$9.81		1.96%
	Class Y		$1,000.00		$1,021.30		$6.16		1.23%
RS Small Cap Equity Fund	Class A		$1,000.00		$1,134.30		$6.99		1.32%
	Class C		$1,000.00		$1,130.40		$11.09		2.10%
	Class K		$1,000.00		$1,131.70		$9.25		1.75%
	Class Y		$1,000.00		$1,129.20		$5.60		1.06%
Based on Hypothetical Return (5% Return Before Expenses)
RS Small Cap Growth Fund	Class A		$1,000.00		$1,018.00		$6.85		1.37%
	Class C		$1,000.00		$1,014.18		$10.69		2.14%
	Class K		$1,000.00		$1,016.02		$8.85		1.77%
	Class Y		$1,000.00		$1,019.54		$5.31		1.06%
RS Select Growth Fund	Class A		$1,000.00		$1,017.85		$7.00		1.40%
	Class C		$1,000.00		$1,013.98		$10.89		2.18%
	Class K		$1,000.00		$1,015.32		$9.54		1.91%
	Class Y		$1,000.00		$1,019.14		$5.71		1.14%
RS Mid Cap Growth Fund	Class A		$1,000.00		$1,018.50		$6.36		1.27%
	Class C		$1,000.00		$1,014.33		$10.54		2.11%
	Class K		$1,000.00		$1,016.02		$8.85		1.77%
	Class Y		$1,000.00		$1,019.79		$5.06		1.01%
RS Growth Fund	Class A		$1,000.00		$1,019.34		$5.51		1.10%
	Class C		$1,000.00		$1,015.22		$9.64		1.93%
	Class K		$1,000.00		$1,016.32		$8.55		1.71%
	Class Y		$1,000.00		$1,020.68		$4.16		0.83%
RS Technology Fund	Class A		$1,000.00		$1,017.36		$7.50		1.50%
	Class C		$1,000.00		$1,013.24		$11.63		2.33%
	Class K		$1,000.00		$1,015.08		$9.79		1.96%
	Class Y		$1,000.00		$1,018.70		$6.16		1.23%
RS Small Cap Equity Fund	Class A		$1,000.00		$1,018.25		$6.61		1.32%
	Class C		$1,000.00		$1,014.38		$10.49		2.10%
	Class K		$1,000.00		$1,016.12		$8.75		1.75%
	Class Y		$1,000.00		$1,019.54		$5.31		1.06%

* 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).

4 www.rsinvestments.com

Financial Information

Six-Month Period Ended June 30, 2015

SCHEDULE OF INVESTMENTS — RS SMALL CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 97.2%
Advertising Agencies – 0.7%
Constant Contact, Inc.(1)		586,950	$	16,880,682
				16,880,682
Aerospace – 2.7%
HEICO Corp., Class A		746,888		37,919,504
Teledyne Technologies, Inc.(1)		247,467		26,110,243
				64,029,747
Air Transport – 1.5%
Allegiant Travel Co.		204,230		36,328,432
				36,328,432
Asset Management & Custodian – 0.9%
WisdomTree Investments, Inc.		962,460		21,140,434
				21,140,434
Auto Parts – 1.0%
Tenneco, Inc.(1)		434,820		24,976,061
				24,976,061
Back Office Support, HR and Consulting – 2.8%
Ritchie Bros. Auctioneers, Inc.		1,244,060		34,734,155
TrueBlue, Inc.(1)		1,097,300		32,809,270
				67,543,425
Banks: Diversified – 1.7%
Western Alliance Bancorp(1)		1,188,120		40,110,931
				40,110,931
Biotechnology – 16.7%
Amicus Therapeutics, Inc.(1)		1,984,854		28,085,684
aTyr Pharma, Inc.(1)		497,003		9,204,496
Bluebird Bio, Inc.(1)		188,285		31,701,546
Blueprint Medicines Corp.(1)		363,780		9,636,532
Celyad, ADR(1)		165,430		8,605,669
Chimerix, Inc.(1)		487,910		22,541,442
Galapagos N.V., ADR(1)		209,140		10,770,710
Ignyta, Inc.(1)		677,160		10,218,344
Immune Design Corp.(1)		545,762		11,269,985
Kite Pharma, Inc.(1)		301,370		18,374,529
Ligand Pharmaceuticals, Inc.(1)		320,110		32,299,099
Lion Biotechnologies, Inc.(1)		1,211,590		11,110,280
Loxo Oncology, Inc.(1)(2)		882,740		15,915,802
Neurocrine Biosciences, Inc.(1)		525,800		25,112,208
Receptos, Inc.(1)		115,542		21,958,757
Repligen Corp.(1)		644,440		26,596,039

6 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SMALL CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Biotechnology (continued)
Sage Therapeutics, Inc.(1)		281,786	$	20,570,378
Spark Therapeutics, Inc.(1)		253,940		15,304,964
Tekmira Pharmaceuticals Corp.(1)		722,440		8,568,138
Ultragenyx Pharmaceutical, Inc.(1)		253,794		25,985,968
Vital Therapies, Inc.(1)(2)		1,236,782		26,096,100
Zafgen, Inc.(1)		340,270		11,783,550
				401,710,220
Building Materials – 1.5%
Caesarstone Sdot-Yam Ltd.		137,830		9,446,868
Headwaters, Inc.(1)		1,527,790		27,836,334
				37,283,202
Chemicals: Diversified – 1.3%
Chemtura Corp.(1)		1,098,873		31,109,095
				31,109,095
Communications Technology – 1.7%
RingCentral, Inc., Class A(1)		2,221,920		41,083,301
				41,083,301
Computer Services, Software & Systems – 11.5%
Barracuda Networks, Inc.(1)		713,419		28,265,661
Black Knight Financial Services, Inc., Class A(1)		330,706		10,208,894
comScore, Inc.(1)		824,970		43,937,902
Demandware, Inc.(1)		237,850		16,906,378
LogMeIn, Inc.(1)		1,078,817		69,572,909
Proofpoint, Inc.(1)		1,084,885		69,074,628
The Ultimate Software Group, Inc.(1)		236,603		38,883,337
				276,849,709
Consumer Lending – 1.7%
PRA Group, Inc.(1)		649,837		40,491,343
				40,491,343
Diversified Materials & Processing – 1.8%
Hexcel Corp.		876,316		43,587,958
				43,587,958
Electronic Entertainment – 1.5%
Take-Two Interactive Software, Inc.(1)		1,272,670		35,087,512
				35,087,512
Entertainment – 1.6%
IMAX Corp.(1)		985,247		39,675,897
				39,675,897
Financial Data & Systems – 4.3%
Blackhawk Network Holdings, Inc.(1)		708,792		29,202,230

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 7

SCHEDULE OF INVESTMENTS — RS SMALL CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Financial Data & Systems (continued)
Euronet Worldwide, Inc.(1)		840,162	$	51,837,996
Heartland Payment Systems, Inc.		397,820		21,502,171
				102,542,397
Foods – 3.1%
Freshpet, Inc.(1)		1,462,478		27,202,091
Pinnacle Foods, Inc.		1,027,940		46,812,387
				74,014,478
Health Care Services – 2.5%
Acadia Healthcare Co., Inc.(1)		416,522		32,626,168
ExamWorks Group, Inc.(1)		680,980		26,626,318
Teladoc, Inc.(1)(3)		48,160		915,040
				60,167,526
Hotel/Motel – 1.8%
La Quinta Holdings, Inc.(1)		1,875,530		42,855,861
				42,855,861
Household Furnishings – 1.5%
Restoration Hardware Holdings, Inc.(1)		359,090		35,057,957
				35,057,957
Leisure Time – 2.4%
ClubCorp Holdings, Inc.		900,710		21,508,955
Marriott Vacations Worldwide Corp.		387,290		35,533,857
				57,042,812
Medical & Dental Instruments & Supplies – 5.4%
AtriCure, Inc.(1)		1,269,508		31,280,677
Entellus Medical, Inc.(1)		617,971		15,986,910
Intersect ENT, Inc.(1)		457,110		13,087,059
STERIS Corp.		510,420		32,891,465
West Pharmaceutical Services, Inc.		619,165		35,961,103
				129,207,214
Medical Equipment – 3.5%
DexCom, Inc.(1)		379,604		30,360,728
NxStage Medical, Inc.(1)		2,673,000		38,183,805
Zeltiq Aesthetics, Inc.(1)		520,830		15,348,860
				83,893,393
Office Supplies & Equipment – 1.3%
Steelcase, Inc., Class A		1,679,739		31,763,864
				31,763,864
Oil: Crude Producers – 1.3%
Carrizo Oil & Gas, Inc.(1)		306,120		15,073,349
Diamondback Energy, Inc.(1)		220,540		16,624,305
				31,697,654

8 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SMALL CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Oil: Refining And Marketing – 0.5%
Western Refining, Inc.		273,600	$	11,934,432
				11,934,432
Oil Well Equipment & Services – 0.6%
RigNet, Inc.(1)		468,951		14,335,832
				14,335,832
Pharmaceuticals – 0.5%
Ascendis Pharma A/S, ADR(1)		708,910		12,462,638
				12,462,638
Restaurants – 5.1%
Papa John’s International, Inc.		463,170		35,020,284
Popeyes Louisiana Kitchen, Inc.(1)		467,770		28,061,522
Red Robin Gourmet Burgers, Inc.(1)		515,960		44,279,687
Wingstop, Inc.(1)		519,440		14,752,096
				122,113,589
Scientific Instruments: Electrical – 0.7%
Littelfuse, Inc.		179,400		17,023,266
				17,023,266
Securities Brokerage & Services – 0.4%
MarketAxess Holdings, Inc.		113,903		10,566,781
				10,566,781
Semiconductors & Components – 3.9%
M/A-COM Technology Solutions Holdings, Inc.(1)		932,830		35,680,747
Monolithic Power Systems, Inc.		539,050		27,335,226
Tower Semiconductor Ltd.(1)		2,019,520		31,181,389
				94,197,362
Specialty Retail – 2.4%
Boot Barn Holdings, Inc.(1)		870,440		27,854,080
Lithia Motors, Inc., Class A		255,250		28,884,090
				56,738,170
Steel – 1.3%
Steel Dynamics, Inc.		1,519,050		31,467,121
				31,467,121
Textiles, Apparel & Shoes – 2.1%
Carter’s, Inc.		224,740		23,889,862
G-III Apparel Group Ltd.(1)		365,796		25,733,749
				49,623,611
Truckers – 1.0%
Knight Transportation, Inc.		943,550		25,230,527
				25,230,527

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 9

SCHEDULE OF INVESTMENTS — RS SMALL CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Utilities: Telecommunications – 1.0%
Cogent Communications Holdings, Inc.		689,730	$	23,340,463
				23,340,463
Total Common Stocks (Cost $1,941,659,879)				2,335,164,897
	Principal Amount		Value
Repurchase Agreements – 3.0%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $72,138,000, due 7/1/2015(4)	$	72,138,000		72,138,000
Total Repurchase Agreements (Cost $72,138,000)				72,138,000
Total Investments - 100.2% (Cost $2,013,797,879)				2,407,302,897
Other Liabilities, Net - (0.2)%				(3,940,736	)
Total Net Assets - 100.0%			$	2,403,362,161

⁽¹⁾  Non-income-producing security.

⁽²⁾ Affiliated issuer. See 2d in Notes to Financial Statements.

⁽³⁾  Fair valued security. See 1a in Notes to Financial Statements.

⁽⁴⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	73,586,288

Legend:

ADR – American Depositary Receipt.

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks
Other	$	2,334,249,857	$	—	$	—	$	2,334,249,857
Teladoc, Inc.		—		—		915,040		915,040
Repurchase Agreements		—		72,138,000		—		72,138,000
Total	$	2,334,249,857	$	72,138,000	$	915,040	$	2,407,302,897

10 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SMALL CAP GROWTH FUND

The following is a reconcillation of investments in which significant unobservable inputs (Level 3) were used in determining value:

	Investment in Securities (unaudited)
Balance as of 12/31/2014	$	—
Change in unrealized appreciation/depreciation		—
Net realized gain/loss		—
Purchases		915,040
Sales		—
Transfers into/out of Level 3		—
Balance as of 6/30/2015	$	915,040

The following table summarizes the valuation techniques used and unobservable inputs developed by the Valuation Committee to determine the fair value of Level 3 investments:

Security	Fair Value at 6/30/2015		Valuation Technique	Unobservable Input	Range of Unobservable Inputs
Teladoc, Inc.		$915,040	Purchase price	Initial public-      offering price (1)	$19.00 per share

⁽¹⁾  The Fund invested in this security offered in an initial public offering on June 30, 2015. Trading commenced on July 1, 2015.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 11

SCHEDULE OF INVESTMENTS — RS SELECT GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 99.6%
Advertising Agencies – 1.0%
Constant Contact, Inc.(1)		292,650	$	8,416,614
				8,416,614
Aerospace – 3.9%
HEICO Corp., Class A		375,413		19,059,718
Teledyne Technologies, Inc.(1)		134,002		14,138,551
				33,198,269
Air Transport – 2.3%
Allegiant Travel Co.		107,870		19,187,916
				19,187,916
Asset Management & Custodian – 2.4%
SEI Investments Co.		183,230		8,983,767
WisdomTree Investments, Inc.		531,230		11,668,467
				20,652,234
Auto Parts – 2.3%
Gentex Corp.		1,173,700		19,272,154
				19,272,154
Back Office Support, HR and Consulting – 3.2%
Ritchie Bros. Auctioneers, Inc.		576,750		16,102,860
Robert Half International, Inc.		195,270		10,837,485
				26,940,345
Banks: Diversified – 2.5%
PrivateBancorp, Inc.		277,700		11,058,014
SVB Financial Group(1)		67,805		9,762,564
				20,820,578
Biotechnology – 5.6%
Cepheid, Inc.(1)		205,830		12,586,504
Ligand Pharmaceuticals, Inc.(1)		232,770		23,486,493
Repligen Corp.(1)		266,166		10,984,671
				47,057,668
Building Materials – 1.6%
Headwaters, Inc.(1)		761,110		13,867,424
				13,867,424
Chemicals: Specialty – 1.5%
Quaker Chemical Corp.		143,289		12,729,795
				12,729,795
Computer Services, Software & Systems – 11.6%
Barracuda Networks, Inc.(1)		304,710		12,072,610
Black Knight Financial Services, Inc., Class A(1)		170,473		5,262,502
GoDaddy, Inc., Class A(1)		368,000		10,373,920

12 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SELECT GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Computer Services, Software & Systems (continued)
LogMeIn, Inc.(1)		481,327	$	31,040,778
PTC, Inc.(1)		312,080		12,801,522
Rackspace Hosting, Inc.(1)		212,410		7,899,528
The Ultimate Software Group, Inc.(1)		81,356		13,370,045
TransUnion(1)		215,250		5,402,775
				98,223,680
Consumer Lending – 2.5%
PRA Group, Inc.(1)		338,710		21,105,020
				21,105,020
Containers & Packaging – 1.4%
Graphic Packaging Holding Co.		875,940		12,201,844
				12,201,844
Diversified Materials & Processing – 3.0%
Hexcel Corp.		506,138		25,175,304
				25,175,304
Entertainment – 2.4%
IMAX Corp.(1)		504,085		20,299,503
				20,299,503
Financial Data & Systems – 4.3%
Euronet Worldwide, Inc.(1)		448,295		27,659,801
Heartland Payment Systems, Inc.		157,059		8,489,039
				36,148,840
Foods – 2.9%
Pinnacle Foods, Inc.		543,930		24,770,572
				24,770,572
Health Care Facilities – 1.6%
Universal Health Services, Inc., Class B		97,825		13,900,933
				13,900,933
Health Care Services – 3.1%
ExamWorks Group, Inc.(1)		324,811		12,700,110
Premier, Inc., Class A(1)		362,000		13,922,520
				26,622,630
Hotel/Motel – 2.4%
La Quinta Holdings, Inc.(1)		879,680		20,100,688
				20,100,688
Household Furnishings – 3.7%
Fortune Brands Home & Security, Inc.		274,670		12,585,379
Restoration Hardware Holdings, Inc.(1)		194,128		18,952,717
				31,538,096

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 13

SCHEDULE OF INVESTMENTS — RS SELECT GROWTH FUND

June 30, 2015 (unaudited)	Shares			Value
Leisure Time – 1.8%
Six Flags Entertainment Corp.		343,660		$	15,413,151
					15,413,151
Luxury Items – 2.0%
Signet Jewelers Ltd.		129,655			16,626,957
					16,626,957
Medical & Dental Instruments & Supplies – 4.0%
STERIS Corp.		230,900			14,879,196
West Pharmaceutical Services, Inc.		320,466			18,612,665
					33,491,861
Medical Equipment – 3.2%
DexCom, Inc.(1)		39,110			3,128,018
Hologic, Inc.(1)		306,880			11,679,853
IDEXX Laboratories, Inc.(1)		197,532			12,669,702
					27,477,573
Office Supplies & Equipment – 1.9%
Knoll, Inc.		643,516			16,107,205
					16,107,205
Oil: Crude Producers – 1.8%
Carrizo Oil & Gas, Inc.(1)		157,140			7,737,574
Diamondback Energy, Inc.(1)		103,080			7,770,170
					15,507,744
Pharmaceuticals – 5.3%
Horizon Pharma PLC(1)		643,630			22,359,706
Jazz Pharmaceuticals PLC(1)		127,477			22,444,876
					44,804,582
Recreational Vehicles & Boats – 1.7%
Brunswick Corp.		287,420			14,618,181
					14,618,181
Restaurants – 3.3%
Papa John’s International, Inc.		195,970	��		14,817,292
Popeyes Louisiana Kitchen, Inc.(1)		218,667			13,117,833
					27,935,125
Securities Brokerage & Services – 0.6%
MarketAxess Holdings, Inc.		58,293			5,407,842
					5,407,842
Semiconductors & Components – 4.2%
M/A-COM Technology Solutions Holdings, Inc.(1)		441,661			16,893,533
Monolithic Power Systems, Inc.		204,150			10,352,447
Qorvo, Inc.(1)		102,670			8,241,321
					35,487,301

14 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SELECT GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Textiles, Apparel & Shoes – 1.8%
Carter’s, Inc.		141,907	$	15,084,714
				15,084,714
Truckers – 1.4%
Old Dominion Freight Line, Inc.(1)		172,947		11,865,029
				11,865,029
Utilities: Telecommunications – 1.4%
Zayo Group Holdings, Inc.(1)		450,030		11,574,772
				11,574,772
Total Common Stocks (Cost $643,534,498)				843,632,144
	Principal Amount		Value
Repurchase Agreements – 1.2%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $10,432,000, due 7/1/2015(2)	$	10,432,000		10,432,000
Total Repurchase Agreements (Cost $10,432,000)				10,432,000
Total Investments - 100.8% (Cost $653,966,498)				854,064,144
Other Liabilities, Net - (0.8)%				(6,861,710	)
Total Net Assets - 100.0%			$	847,202,434

⁽¹⁾  Non-income-producing security.

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	10,643,600

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 15

SCHEDULE OF INVESTMENTS — RS SELECT GROWTH FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	843,632,144	$	—	$	—	$	843,632,144
Repurchase Agreements		—		10,432,000		—		10,432,000
Total	$	843,632,144	$	10,432,000	$	—	$	854,064,144

16 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS MID CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 93.8%
Aerospace – 5.2%
BE Aerospace, Inc.		69,000	$	3,788,100
Rockwell Collins, Inc.		49,700		4,589,795
Teledyne Technologies, Inc.(1)		38,515		4,063,718
				12,441,613
Air Transport – 1.5%
JetBlue Airways Corp.(1)		175,300		3,639,228
				3,639,228
Asset Management & Custodian – 2.4%
Affiliated Managers Group, Inc.(1)		14,470		3,163,142
SEI Investments Co.		51,140		2,507,394
				5,670,536
Auto Parts – 2.0%
Gentex Corp.		295,990		4,860,156
				4,860,156
Back Office Support, HR and Consulting – 2.8%
Ritchie Bros. Auctioneers, Inc.		162,440		4,535,325
Robert Half International, Inc.		38,360		2,128,980
				6,664,305
Banks: Diversified – 1.4%
Signature Bank(1)		22,345		3,271,085
				3,271,085
Beverage: Brewers & Distillers – 3.0%
Constellation Brands, Inc., Class A		62,630		7,266,333
				7,266,333
Biotechnology – 3.0%
Bluebird Bio, Inc.(1)		17,370		2,924,587
Juno Therapeutics, Inc.(1)		27,390		1,460,709
Kite Pharma, Inc.(1)		23,960		1,460,841
Receptos, Inc.(1)		6,800		1,292,340
				7,138,477
Computer Services, Software & Systems – 7.0%
Akamai Technologies, Inc.(1)		47,990		3,350,662
Black Knight Financial Services, Inc., Class A(1)		46,740		1,442,864
Infoblox, Inc.(1)		132,020		3,460,244
LinkedIn Corp., Class A(1)		20,060		4,144,998
PTC, Inc.(1)		71,700		2,941,134
TransUnion(1)		58,800		1,475,880
				16,815,782

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 17

SCHEDULE OF INVESTMENTS — RS MID CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Containers & Packaging – 1.5%
Rock-Tenn Co., Class A		60,840	$	3,662,568
				3,662,568
Diversified Financial Services – 1.9%
Raymond James Financial, Inc.		74,691		4,450,090
				4,450,090
Diversified Materials & Processing – 1.8%
Hexcel Corp.		88,420		4,398,011
				4,398,011
Diversified Retail – 2.5%
Dollar Tree, Inc.(1)		75,380		5,954,266
				5,954,266
Drug & Grocery Store Chains – 0.9%
The Kroger Co.		30,460		2,208,655
				2,208,655
Electronic Entertainment – 3.0%
Activision Blizzard, Inc.		187,970		4,550,754
King Digital Entertainment PLC		186,140		2,652,495
				7,203,249
Financial Data & Systems – 3.0%
Euronet Worldwide, Inc.(1)		96,240		5,938,008
Global Payments, Inc.		11,370		1,176,226
				7,114,234
Foods – 2.8%
Pinnacle Foods, Inc.		149,280		6,798,211
				6,798,211
Health Care Facilities – 1.4%
Universal Health Services, Inc., Class B		24,060		3,418,926
				3,418,926
Hotel/Motel – 1.9%
Hilton Worldwide Holdings, Inc.(1)		166,250		4,580,187
				4,580,187
Household Furnishings – 3.2%
Fortune Brands Home & Security, Inc.		79,150		3,626,653
Restoration Hardware Holdings, Inc.(1)		41,240		4,026,261
				7,652,914
Leisure Time – 1.9%
Six Flags Entertainment Corp.		103,490		4,641,526
				4,641,526

18 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS MID CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Luxury Items – 1.9%
Signet Jewelers Ltd.		35,965	$	4,612,152
				4,612,152
Medical & Dental Instruments & Supplies – 3.8%
Edwards Lifesciences Corp.(1)		27,520		3,919,674
STERIS Corp.		36,880		2,376,547
Zimmer Biomet Holdings, Inc.		25,645		2,801,203
				9,097,424
Medical Equipment – 3.9%
Hologic, Inc.(1)		85,230		3,243,854
IDEXX Laboratories, Inc.(1)		32,010		2,053,121
Illumina, Inc.(1)		18,880		4,122,637
				9,419,612
Oil: Crude Producers – 1.5%
Concho Resources, Inc.(1)		15,395		1,752,875
Diamondback Energy, Inc.(1)		24,000		1,809,120
				3,561,995
Oil: Refining And Marketing – 0.5%
Tesoro Corp.		13,630		1,150,508
				1,150,508
Oil Well Equipment & Services – 0.5%
Dril-Quip, Inc.(1)		15,440		1,161,860
				1,161,860
Pharmaceuticals – 3.3%
BioMarin Pharmaceutical, Inc.(1)		32,570		4,454,925
Jazz Pharmaceuticals PLC(1)		18,930		3,333,005
				7,787,930
Production Technology Equipment – 1.2%
Lam Research Corp.		34,360		2,795,186
				2,795,186
Real Estate Investment Trusts – 0.9%
Equinix, Inc.		8,880		2,255,520
				2,255,520
Real Estate Services – 2.0%
CBRE Group, Inc., Class A(1)		126,510		4,680,870
				4,680,870
Recreational Vehicles & Boats – 1.8%
Brunswick Corp.		86,000		4,373,960
				4,373,960
Securities Brokerage & Services – 1.4%
Intercontinental Exchange, Inc.		14,525		3,247,935
				3,247,935

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 19

SCHEDULE OF INVESTMENTS — RS MID CAP GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Semiconductors & Components – 3.6%
Avago Technologies Ltd.		20,920	$	2,780,895
NXP Semiconductors N.V.(1)		36,050		3,540,110
Qorvo, Inc.(1)		28,470		2,285,287
				8,606,292
Specialty Retail – 5.5%
CarMax, Inc.(1)		66,430		4,398,330
Netflix, Inc.(1)		5,240		3,442,366
Ulta Salon, Cosmetics & Fragrance, Inc.(1)		34,170		5,277,556
				13,118,252
Steel – 1.6%
Steel Dynamics, Inc.		186,720		3,867,905
				3,867,905
Textiles, Apparel & Shoes – 3.6%
Carter’s, Inc.		38,492		4,091,700
lululemon athletica, Inc.(1)		69,180		4,517,454
				8,609,154
Truckers – 1.4%
Old Dominion Freight Line, Inc.(1)		49,505		3,396,290
				3,396,290
Utilities: Telecommunications – 1.3%
Zayo Group Holdings, Inc.(1)		119,310		3,068,653
				3,068,653
Total Common Stocks (Cost $201,729,561)				224,661,850
	Principal Amount		Value
Repurchase Agreements – 1.3%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $3,147,000, due 7/1/2015(2)	$	3,147,000		3,147,000
Total Repurchase Agreements (Cost $3,147,000)				3,147,000
Total Investments - 95.1% (Cost $204,876,561)				227,808,850
Other Assets, Net - 4.9%				11,666,458
Total Net Assets - 100.0%			$	239,475,308

⁽¹⁾  Non-income-producing security.

20 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS MID CAP GROWTH FUND

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	3,213,375

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	224,661,850	$	—	$	—	$	224,661,850
Repurchase Agreements		—		3,147,000		—		3,147,000
Total	$	224,661,850	$	3,147,000	$	—	$	227,808,850

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 21

SCHEDULE OF INVESTMENTS — RS GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 97.6%
Aerospace – 4.5%
BE Aerospace, Inc.		92,810	$	5,095,269
Rockwell Collins, Inc.		69,240		6,394,314
				11,489,583
Air Transport – 3.3%
FedEx Corp.		28,640		4,880,256
Southwest Airlines Co.		111,540		3,690,859
				8,571,115
Back Office Support, HR and Consulting – 1.3%
Robert Half International, Inc.		61,870		3,433,785
				3,433,785
Beverage: Brewers & Distillers – 3.2%
Constellation Brands, Inc., Class A		71,785		8,328,496
				8,328,496
Biotechnology – 8.9%
Biogen, Inc.(1)		23,550		9,512,787
Bluebird Bio, Inc.(1)		15,210		2,560,908
Celgene Corp.(1)		81,620		9,446,290
Receptos, Inc.(1)		6,980		1,326,549
				22,846,534
Computer Services, Software & Systems – 8.3%
Akamai Technologies, Inc.(1)		63,070		4,403,547
Facebook, Inc., Class A(1)		149,630		12,833,017
Google, Inc., Class C(1)		7,751		4,034,473
				21,271,037
Computer Technology – 4.9%
Apple, Inc.		100,527		12,608,599
				12,608,599
Containers & Packaging – 2.7%
Rock-Tenn Co., Class A		114,190		6,874,238
				6,874,238
Cosmetics – 2.3%
The Estee Lauder Companies, Inc., Class A		67,070		5,812,286
				5,812,286
Diversified Financial Services – 2.7%
Raymond James Financial, Inc.		115,426		6,877,081
				6,877,081
Diversified Manufacturing Operations – 2.7%
Illinois Tool Works, Inc.		75,754		6,953,460
				6,953,460

22 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Diversified Retail – 5.0%
Amazon.com, Inc.(1)		16,560	$	7,188,530
Dollar Tree, Inc.(1)		73,210		5,782,858
				12,971,388
Drug & Grocery Store Chains – 2.8%
The Kroger Co.		98,150		7,116,857
				7,116,857
Electronic Entertainment – 2.1%
Activision Blizzard, Inc.		222,940		5,397,377
				5,397,377
Financial Data & Systems – 2.4%
Visa, Inc., Class A		94,022		6,313,577
				6,313,577
Foods – 2.8%
Pinnacle Foods, Inc.		155,860		7,097,864
				7,097,864
Health Care Facilities – 1.4%
Universal Health Services, Inc., Class B		24,650		3,502,765
				3,502,765
Hotel/Motel – 2.0%
Hilton Worldwide Holdings, Inc.(1)		190,770		5,255,714
				5,255,714
Medical & Dental Instruments & Supplies – 3.5%
Edwards Lifesciences Corp.(1)		38,020		5,415,188
Zimmer Biomet Holdings, Inc.		33,325		3,640,090
				9,055,278
Medical Equipment – 2.1%
Illumina, Inc.(1)		25,400		5,546,344
				5,546,344
Oil: Crude Producers – 1.8%
EOG Resources, Inc.		52,035		4,555,664
				4,555,664
Paints & Coatings – 1.5%
The Sherwin-Williams Co.		13,980		3,844,780
				3,844,780
Pharmaceuticals – 4.1%
Gilead Sciences, Inc.		90,040		10,541,883
				10,541,883
Production Technology Equipment – 1.8%
Lam Research Corp.		55,760		4,536,076
				4,536,076

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 23

SCHEDULE OF INVESTMENTS — RS GROWTH FUND

June 30, 2015 (unaudited)	Shares		Value
Real Estate Investment Trusts – 1.5%
Equinix, Inc.		14,910	$	3,787,140
				3,787,140
Real Estate Services – 2.9%
CBRE Group, Inc., Class A(1)		203,300		7,522,100
				7,522,100
Restaurants – 2.8%
Starbucks Corp.		133,470		7,155,994
				7,155,994
Semiconductors & Components – 3.6%
Avago Technologies Ltd.		32,350		4,300,286
NXP Semiconductors N.V.(1)		49,730		4,883,486
				9,183,772
Specialty Retail – 6.5%
CarMax, Inc.(1)		72,350		4,790,294
The Home Depot, Inc.		52,155		5,795,985
Ulta Salon, Cosmetics & Fragrance, Inc.(1)		39,090		6,037,450
				16,623,729
Textiles, Apparel & Shoes – 2.2%
Lululemon athletica, Inc.(1)		85,610		5,590,333
				5,590,333
Total Common Stocks (Cost $203,549,536)				250,664,849
	Principal Amount		Value
Repurchase Agreements – 0.7%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $1,697,000, due 7/1/2015(2)	$	1,697,000		1,697,000
Total Repurchase Agreements (Cost $1,697,000)				1,697,000
Total Investments - 98.3% (Cost $205,246,536)				252,361,849
Other Assets, Net - 1.7%				4,339,841
Total Net Assets - 100.0%			$	256,701,690

⁽¹⁾  Non-income-producing security.

24 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS GROWTH FUND

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	1,736,350

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	250,664,849	$	—	$	—	$	250,664,849
Repurchase Agreements		—		1,697,000		—		1,697,000
Total	$	250,664,849	$	1,697,000	$	—	$	252,361,849

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 25

SCHEDULE OF INVESTMENTS — RS TECHNOLOGY FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 98.2%
Advertising Agencies – 1.5%
Constant Contact, Inc.(1)		84,440	$	2,428,494
				2,428,494
Biotechnology – 4.9%
Biogen, Inc.(1)		5,220		2,108,567
Bluebird Bio, Inc.(1)		5,500		926,035
Celgene Corp.(1)		15,560		1,800,836
Celyad, ADR(1)		15,180		789,664
Ignyta, Inc.(1)		29,640		447,268
Juno Therapeutics, Inc.(1)		11,370		606,362
Kite Pharma, Inc.(1)		16,370		998,079
Lion Biotechnologies, Inc.(1)		43,830		401,921
				8,078,732
Communications Technology – 3.6%
Infinera Corp.(1)		159,970		3,356,171
RingCentral, Inc., Class A(1)		141,790		2,621,697
				5,977,868
Computer Services, Software & Systems – 41.9%
Akamai Technologies, Inc.(1)		31,570		2,204,217
Alarm.com Holdings, Inc.(1)		35,000		538,300
Apigee Corp.(1)		60,000		595,800
Barracuda Networks, Inc.(1)		47,520		1,882,742
Citrix Systems, Inc.(1)		23,720		1,664,195
CommVault Systems, Inc.(1)		62,970		2,670,558
comScore, Inc.(1)		49,540		2,638,500
Cornerstone OnDemand, Inc.(1)		64,730		2,252,604
Criteo S.A., ADR(1)		57,140		2,723,864
Facebook, Inc., Class A(1)		119,660		10,262,640
Fortinet, Inc.(1)		74,900		3,095,617
Google, Inc., Class C(1)		8,688		4,522,191
Guidewire Software, Inc.(1)		40,000		2,117,200
Infoblox, Inc.(1)		136,680		3,582,383
LinkedIn Corp., Class A(1)		17,050		3,523,042
LogMeIn, Inc.(1)		92,540		5,967,905
MINDBODY, Inc., Class A(1)		78,410		1,084,410
Proofpoint, Inc.(1)		79,800		5,080,866
PTC, Inc.(1)		45,700		1,874,614
Qlik Technologies, Inc.(1)		66,800		2,335,328
Rackspace Hosting, Inc.(1)		43,588		1,621,038
Salesforce.com, Inc.(1)		33,000		2,297,790
ServiceNow, Inc.(1)		24,200		1,798,302

26 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS TECHNOLOGY FUND

June 30, 2015 (unaudited)	Shares		Value
Computer Services, Software & Systems (continued)
The Ultimate Software Group, Inc.(1)		10,030	$	1,648,330
Yelp, Inc.(1)		35,980		1,548,219
				69,530,655
Computer Technology – 3.6%
Silicon Graphics International Corp.(1)		198,730		1,285,783
Super Micro Computer, Inc.(1)		70,300		2,079,474
Western Digital Corp.		33,350		2,615,307
				5,980,564
Diversified Retail – 3.2%
Amazon.com, Inc.(1)		12,060		5,235,125
				5,235,125
Electronic Entertainment – 5.2%
Activision Blizzard, Inc.		138,200		3,345,822
King Digital Entertainment PLC		172,030		2,451,428
Take-Two Interactive Software, Inc.(1)		105,200		2,900,364
				8,697,614
Energy Equipment – 1.2%
SunPower Corp.(1)		67,780		1,925,630
				1,925,630
Entertainment – 1.9%
IMAX Corp.(1)		80,300		3,233,681
				3,233,681
Financial Data & Systems – 2.4%
Blackhawk Network Holdings, Inc.(1)		46,810		1,928,572
Euronet Worldwide, Inc.(1)		34,410		2,123,097
				4,051,669
Medical Equipment – 1.9%
Illumina, Inc.(1)		14,300		3,122,548
				3,122,548
Pharmaceuticals – 1.9%
Gilead Sciences, Inc.		26,565		3,110,230
				3,110,230
Production Technology Equipment – 2.2%
Lam Research Corp.		44,610		3,629,024
				3,629,024
Real Estate Investment Trusts – 1.8%
Equinix, Inc.		11,710		2,974,340
				2,974,340
Semiconductors & Components – 18.1%
Avago Technologies Ltd.		12,540		1,666,942
Intersil Corp., Class A		192,270		2,405,298

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 27

SCHEDULE OF INVESTMENTS — RS TECHNOLOGY FUND

June 30, 2015 (unaudited)	Shares		Value
Semiconductors & Components (continued)
Lattice Semiconductor Corp.(1)		459,980	$	2,709,282
M/A-COM Technology Solutions Holdings, Inc.(1)		68,044		2,602,683
Marvell Technology Group Ltd.		208,940		2,754,874
Micron Technology, Inc.(1)		89,560		1,687,310
Monolithic Power Systems, Inc.		65,300		3,311,363
NXP Semiconductors N.V.(1)		43,910		4,311,962
O2Micro International Ltd., ADR(1)		242,312		630,011
Qorvo, Inc.(1)		31,510		2,529,308
SunEdison, Inc.(1)		91,750		2,744,243
Tower Semiconductor Ltd.(1)		173,941		2,685,649
				30,038,925
Transportation Miscellaneous – 1.1%
Echo Global Logistics, Inc.(1)		57,490		1,877,623
				1,877,623
Utilities: Telecommunications – 1.8%
Boingo Wireless, Inc.(1)		142,070		1,173,498
Zayo Group Holdings, Inc.(1)		68,600		1,764,392
				2,937,890
Total Common Stocks (Cost $128,123,519)				162,830,612
	Principal Amount		Value
Repurchase Agreements — 2.2%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $3,619,000, due 7/1/2015(2)	$	3,619,000		3,619,000
Total Repurchase Agreements (Cost $3,619,000)				3,619,000
Total Investments - 100.4% (Cost $131,742,519)				166,449,612
Other Liabilities, Net - (0.4)%				(672,357	)
Total Net Assets - 100.0%			$	165,777,255

⁽¹⁾  Non-income-producing security.

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.25%		11/15/2024	$	3,691,450

Legend:

ADR – American Depositary Receipt.

28 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS TECHNOLOGY FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	162,830,612	$	—	$	—	$	162,830,612
Repurchase Agreements		—		3,619,000		—		3,619,000
Total	$	162,830,612	$	3,619,000	$	—	$	166,449,612

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 29

SCHEDULE OF INVESTMENTS — RS SMALL CAP EQUITY FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 98.9%
Advertising Agencies – 0.7%
Constant Contact, Inc.(1)		22,740	$	654,002
				654,002
Aerospace – 2.7%
HEICO Corp., Class A		26,199		1,330,123
Teledyne Technologies, Inc.(1)		9,820		1,036,108
				2,366,231
Air Transport – 1.5%
Allegiant Travel Co.		7,400		1,316,312
				1,316,312
Asset Management & Custodian – 0.9%
WisdomTree Investments, Inc.		35,380		777,122
				777,122
Auto Parts – 1.0%
Tenneco, Inc.(1)		15,450		887,448
				887,448
Back Office Support, HR and Consulting – 4.4%
Ritchie Bros. Auctioneers, Inc.		44,120		1,231,830
Robert Half International, Inc.		24,026		1,333,443
TrueBlue, Inc.(1)		41,103		1,228,980
				3,794,253
Banks: Diversified – 1.7%
Western Alliance Bancorp(1)		42,710		1,441,890
				1,441,890
Biotechnology – 17.0%
Amicus Therapeutics, Inc.(1)		73,656		1,042,232
aTyr Pharma, Inc.(1)		18,177		336,638
Bluebird Bio, Inc.(1)		6,965		1,172,697
Blueprint Medicines Corp.(1)		13,500		357,615
Celyad, ADR(1)		5,980		311,080
Chimerix, Inc.(1)		17,693		817,417
Galapagos N.V., ADR(1)		7,600		391,400
Ignyta, Inc.(1)		24,740		373,327
Immune Design Corp.(1)		23,560		486,514
Kite Pharma, Inc.(1)		10,920		665,792
Ligand Pharmaceuticals, Inc.(1)		11,690		1,179,521
Lion Biotechnologies, Inc.(1)		43,630		400,087
Loxo Oncology, Inc.(1)		37,050		668,012
Neurocrine Biosciences, Inc.(1)		19,220		917,947
Receptos, Inc.(1)		4,265		810,563

30 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SMALL CAP EQUITY FUND

June 30, 2015 (unaudited)	Shares		Value
Biotechnology (continued)
Repligen Corp.(1)		23,294	$	961,343
Sage Therapeutics, Inc.(1)		10,218		745,914
Spark Therapeutics, Inc.(1)		9,310		561,114
Tekmira Pharmaceuticals Corp.(1)		26,050		308,953
Ultragenyx Pharmaceutical, Inc.(1)		9,277		949,872
Vital Therapies, Inc.(1)		45,178		953,256
Zafgen, Inc.(1)		12,270		424,910
				14,836,204
Building Materials – 1.6%
Caesarstone Sdot-Yam Ltd.		5,060		346,813
Headwaters, Inc.(1)		55,742		1,015,619
				1,362,432
Chemicals: Diversified – 1.3%
Chemtura Corp.(1)		39,456		1,116,999
				1,116,999
Communications Technology – 1.8%
RingCentral, Inc., Class A(1)		84,098		1,554,972
				1,554,972
Computer Services, Software & Systems – 11.6%
Barracuda Networks, Inc.(1)		28,542		1,130,834
Black Knight Financial Services, Inc., Class A(1)		12,020		371,057
comScore, Inc.(1)		29,781		1,586,136
Demandware, Inc.(1)		8,730		620,528
LogMeIn, Inc.(1)		39,330		2,536,392
Proofpoint, Inc.(1)		38,810		2,471,033
The Ultimate Software Group, Inc.(1)		8,268		1,358,763
				10,074,743
Consumer Lending – 1.7%
PRA Group, Inc.(1)		23,888		1,488,461
				1,488,461
Diversified Materials & Processing – 1.6%
Hexcel Corp.		28,620		1,423,559
				1,423,559
Electronic Entertainment – 1.4%
Take-Two Interactive Software, Inc.(1)		43,850		1,208,945
				1,208,945
Entertainment – 1.6%
IMAX Corp.(1)		34,400		1,385,288
				1,385,288

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 31

SCHEDULE OF INVESTMENTS — RS SMALL CAP EQUITY FUND

June 30, 2015 (unaudited)	Shares		Value
Financial Data & Systems – 4.3%
Blackhawk Network Holdings, Inc.(1)		26,050	$	1,073,260
Euronet Worldwide, Inc.(1)		30,945		1,909,307
Heartland Payment Systems, Inc.		14,660		792,373
				3,774,940
Foods – 3.0%
Freshpet, Inc.(1)		52,950		984,870
Pinnacle Foods, Inc.		36,380		1,656,745
				2,641,615
Health Care Services – 2.5%
Acadia Healthcare Co., Inc.(1)		15,040		1,178,083
ExamWorks Group, Inc.(1)		23,890		934,099
Teladoc, Inc.(1)(2)		1,760		33,440
				2,145,622
Hotel/Motel – 1.9%
La Quinta Holdings, Inc.(1)		70,820		1,618,237
				1,618,237
Household Furnishings – 1.4%
Restoration Hardware Holdings, Inc.(1)		12,720		1,241,854
				1,241,854
Leisure Time – 2.5%
ClubCorp Holdings, Inc.		32,960		787,085
Marriott Vacations Worldwide Corp.		15,040		1,379,920
				2,167,005
Medical & Dental Instruments & Supplies – 5.1%
AtriCure, Inc.(1)		43,751		1,078,025
Entellus Medical, Inc.(1)		22,375		578,841
Intersect ENT, Inc.(1)		16,480		471,822
STERIS Corp.		17,690		1,139,944
West Pharmaceutical Services, Inc.		20,920		1,215,034
				4,483,666
Medical Equipment – 3.5%
DexCom, Inc.(1)		13,917		1,113,081
NxStage Medical, Inc.(1)		94,852		1,354,961
Zeltiq Aesthetics, Inc.(1)		19,170		564,940
				3,032,982
Office Supplies & Equipment – 1.4%
Steelcase, Inc., Class A		63,031		1,191,916
				1,191,916

32 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SMALL CAP EQUITY FUND

June 30, 2015 (unaudited)	Shares		Value
Oil: Crude Producers – 1.3%
Carrizo Oil & Gas, Inc.(1)		11,080	$	545,579
Diamondback Energy, Inc.(1)		8,020		604,548
			��	1,150,127
Oil: Refining & Marketing – 0.5%
Western Refining, Inc.		10,000		436,200
				436,200
Oil Well Equipment & Services – 0.6%
RigNet, Inc.(1)		16,309		498,566
				498,566
Pharmaceuticals – 0.5%
Ascendis Pharma A/S, ADR(1)		25,380		446,180
				446,180
Restaurants – 5.1%
Papa John’s International, Inc.		16,430		1,242,272
Popeyes Louisiana Kitchen, Inc.(1)		17,610		1,056,424
Red Robin Gourmet Burgers, Inc.(1)		18,670		1,602,260
Wingstop, Inc.(1)		18,930		537,612
				4,438,568
Scientific Instruments: Electrical – 0.7%
Littelfuse, Inc.		6,530		619,632
				619,632
Securities Brokerage & Services – 0.4%
MarketAxess Holdings, Inc.		4,192		388,892
				388,892
Semiconductors & Components – 4.0%
M/A-COM Technology Solutions Holdings, Inc.(1)		33,760		1,291,320
Monolithic Power Systems, Inc.		20,270		1,027,892
Tower Semiconductor Ltd.(1)		75,483		1,165,457
				3,484,669
Specialty Retail – 2.4%
Boot Barn Holdings, Inc.(1)		32,220		1,031,040
Lithia Motors, Inc., Class A		9,640		1,090,862
				2,121,902
Steel – 1.3%
Steel Dynamics, Inc.		55,455		1,148,750
				1,148,750
Textiles, Apparel & Shoes – 2.0%
Carter’s, Inc.		8,090		859,967
G-III Apparel Group Ltd.(1)		13,180		927,213
				1,787,180

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 33

SCHEDULE OF INVESTMENTS — RS SMALL CAP EQUITY FUND

June 30, 2015 (unaudited)	Shares		Value
Truckers – 1.1%
Knight Transportation, Inc.		35,830	$	958,094
				958,094
Utilities: Telecommunications – 0.9%
Cogent Communications Holdings, Inc.		23,190		784,750
				784,750
Total Common Stocks (Cost $66,638,712)				86,250,208
	Principal Amount		Value
Repurchase Agreements – 2.1%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $1,868,000, due 7/1/2015(3)	$	1,868,000		1,868,000
Total Repurchase Agreements (Cost $1,868,000)				1,868,000
Total Investments - 101.0% (Cost $68,506,712)				88,118,208
Other Liabilities, Net - (1.0)%				(890,177	)
Total Net Assets - 100.0%			$	87,228,031

⁽¹⁾  Non-income-producing security.

⁽²⁾  Fair valued security. See 1a in Notes to Financial Statements.

⁽³⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.25%		11/15/2024	$	1,905,425

Legend:

ADR – American Depositary Receipt.

34 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS SMALL CAP EQUITY FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks
Other	$	86,216,768	$	—	$	—	$	86,216,768
Teladoc		—		—		33,440		33,440
Repurchase Agreements		—		1,868,000		—		1,868,000
Total	$	86,216,768	$	1,868,000	$	33,440	$	88,118,208

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

	Investment in Securities (unaudited)
Balance as of 12/31/2014	$	—
Change in unrealized appreciation/depreciation		—
Net realized gain/loss		—
Purchases		33,440
Sales		—
Transfers into/out of Level 3		—
Balance as of 6/30/2015	$	33,440

The following table summarizes the valuation techniques used and unobservable inputs developed by the Valuation Committee to determine the fair value of Level 3 investments:

Security	Fair Value at 6/30/2015		Valuation Technique	Unobservable Input	Range of Unobservable Inputs
Teladoc, Inc.		$33,440	Purchase price	Initial public-      offering price (1)	$19.00 per share

⁽¹⁾  The Fund invested in this security offered in an initial public offering on June 30, 2015. Trading commenced on July 1, 2015.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 35

FINANCIAL INFORMATION

Statements of Assets and Liabilities As of June 30, 2015 (unaudited)	RS Small Cap Growth
Assets
Investments in unaffiliated issuers, at value	$	2,365,290,995
Investments in affiliated issuers, at value		42,011,902
Investments in securities, at value		2,407,302,897
Cash		1,711,663
Receivable for fund shares subscribed		16,291,249
Receivable for investments sold		9,548,866
Dividends receivable		648,617
Prepaid expenses		272,000
Total Assets		2,435,775,292
Liabilities
Payable for investments purchased		27,609,257
Payable for fund shares redeemed		2,835,358
Payable to adviser		1,852,833
Payable to distributor		31,255
Accrued trustees’ fees		20,512
Payable to custodian		—
Accrued expenses/other liabilities		63,916
Total Liabilities		32,413,131
Total Net Assets	$	2,403,362,161
Net Assets Consist of:
Paid-in capital	$	1,941,078,700
Accumulated net investment loss		(6,811,670	)
Accumulated net realized gain/(loss) from investments		75,590,113
Net unrealized appreciation on investments		393,505,018
Total Net Assets	$	2,403,362,161
Investments in Unaffiliated Issuers, at Cost	$	1,977,175,219
Investments in Affiliated Issuers, at Cost	$	36,622,660
Pricing of Shares
Net Assets:
Class A	$	791,925,738
Class C		24,842,996
Class K		4,920,128
Class Y		1,581,673,299
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		10,705,649
Class C		367,265
Class K		70,118
Class Y		20,868,599
Net Asset Value Per Share:
Class A	$	73.97
Class C		67.64
Class K		70.17
Class Y		75.79
Sales Charge Class A (Load)		4.75	%
Maximum Offering Price Per Class A Share	$	77.66

36 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Select Growth			RS Mid Cap Growth			RS Growth			RS Technology			RS Small Cap Equity
$	854,064,144		$	227,808,850		$	252,361,849		$	166,449,612		$	88,118,208
	—			—			—			—			—
	854,064,144			227,808,850			252,361,849			166,449,612			88,118,208
	—			—			—			—			—
	1,481,909			7,447,978			219,509			57,450			1,207
	1,287,450			4,815,136			4,530,232			230,589			315,372
	212,451			102,245			169,410			60,202			23,988
	58,493			45,639			36,924			32,355			35,829
	857,104,447			240,219,848			257,317,924			166,830,208			88,494,604
	4,590,646			407,977			—			490,000			943,932
	4,306,792			109,002			371,562			322,623			199,957
	678,457			144,019			139,260			141,188			54,125
	22,316			6,447			9,150			5,815			3,185
	12,754			3,020			4,011			2,913			1,253
	50,415			11,462			8,756			9,482			1,088
	240,633			62,613			83,495			80,932			63,033
	9,902,013			744,540			616,234			1,052,953			1,266,573
$	847,202,434		$	239,475,308		$	256,701,690		$	165,777,255		$	87,228,031
$	596,658,353		$	256,806,619		$	188,090,773		$	118,333,971		$	47,933,763
	(3,304,939	)		(438,481	)		(268,712	)		(741,683	)		(394,225	)
	53,751,374			(39,825,119	)		21,764,316			13,477,874			20,076,997
	200,097,646			22,932,289			47,115,313			34,707,093			19,611,496
$	847,202,434		$	239,475,308		$	256,701,690		$	165,777,255		$	87,228,031
$	653,966,498		$	204,876,561		$	205,246,536		$	131,742,519		$	68,506,712
													��
$	—		$	—		$	—		$	—		$	—
$	273,512,266		$	111,055,444		$	209,186,645		$	117,314,044		$	76,025,559
	90,988,104			17,601,479			12,645,175			11,301,064			912,570
	1,116,370			1,848,787			1,193,836			1,393,420			4,573,715
	481,585,694			108,969,598			33,676,034			35,768,727			5,716,187
	5,289,958			5,235,575			11,256,139			6,342,277			3,382,873
	1,894,821			900,365			748,082			683,518			60,165
	23,304			91,777			67,056			81,241			224,609
	9,147,950			5,020,402			1,778,902			1,865,012			252,589
$	51.70		$	21.21		$	18.58		$	18.50		$	22.47
	48.02			19.55			16.90			16.53			15.17
	47.90			20.14			17.80			17.15			20.36
	52.64			21.71			18.93			19.18			22.63
	4.75	%		4.75	%		4.75	%		4.75	%		4.75	%
$	54.28		$	22.27		$	19.51		$	19.42		$	23.59

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 37

FINANCIAL INFORMATION

Statements of Operations For the Six-Month Period Ended June 30, 2015 (unaudited)	RS Small Cap Growth
Investment Income
Dividends	$	3,323,725
Withholding taxes on foreign dividends		(34,941	)
Total Investment Income		3,288,784
Expenses
Investment advisory fees		7,965,124
Distribution fees		987,941
Transfer agent fees		768,191
Professional fees		90,626
Shareholder reports		67,543
Registration fees		67,468
Administrative service fees		48,743
Trustees’ fees		40,766
Custodian fees		40,505
Insurance expense		10,633
Other expenses		12,914
Total Expenses		10,100,454
Less: Fee waiver by adviser		—
Total Expenses, Net		10,100,454
Net Investment Loss		(6,811,670	)
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments
Net realized gain from investments		62,043,316
Net realized loss from investments in affiliated issuers		(120,231	)
Net change in unrealized appreciation/depreciation on investments		124,770,667
Net change in unrealized appreciation/depreciation on investments in affiliated issuers		7,064,037
Net Gain on Investments		193,757,789
Net Increase in Net Assets Resulting from Operations	$	186,946,119

38 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Select Growth			RS Mid Cap Growth			RS Growth			RS Technology			RS Small Cap Equity
$	2,270,625		$	873,302		$	1,177,807		$	621,982		$	170,653
	(22,898	)		(5,652	)		—			(348	)		(1,596	)
	2,247,727			867,650			1,177,807			621,634			169,057
	4,155,596			906,397			978,633			910,226			318,420
	783,161			216,925			334,319			222,198			109,153
	503,594			132,819			140,013			126,359			43,550
	67,187			27,397			30,468			26,060			18,519
	46,392			9,150			11,121			9,556			4,326
	39,931			33,939			30,956			30,734			29,677
	32,840			8,752			11,249			8,516			4,162
	26,013			6,332			8,257			5,977			2,592
	29,352			19,175			18,164			17,969			30,886
	11,893			1,631			2,926			2,573			1,522
	11,185			2,668			3,635			3,149			1,624
	5,707,144			1,365,185			1,569,741			1,363,317			564,431
	(154,478	)		(59,054	)		(123,222	)		—			(1,149	)
	5,552,666			1,306,131			1,446,519			1,363,317			563,282
	(3,304,939	)		(438,481	)		(268,712	)		(741,683	)		(394,225	)
	51,129,230			12,481,963			15,639,250			11,249,551			17,493,768
	—			—			—			—			—
	17,944,846			(1,459,274	)		(7,155,048	)		(6,491,259	)		(8,003,826	)
	—			—			—			—			—
	69,074,076			11,022,689			8,484,202			4,758,292			9,489,942
$	65,769,137		$	10,584,208		$	8,215,490		$	4,016,609		$	9,095,717

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 39

FINANCIAL INFORMATION

Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited	RS Small Cap Growth
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment loss	$	(6,811,670	)	$	(10,095,827	)
Net realized gain from investments		61,923,085			66,597,490
Net change in unrealized appreciation/depreciation on investments		131,834,704			37,036,256
Net Increase/(Decrease) in Net Assets Resulting from Operations		186,946,119			93,537,919
Distributions to Shareholders
Net investment income
Class A		—			(5,097,201	)
Class C		—			(30,359	)
Class K		—			(13,263	)
Class Y		—			(5,440,666	)
Net realized gain on investments
Class A		—			(31,557,487	)
Class C		—			(643,491	)
Class K		—			(140,729	)
Class Y		—			(25,275,213	)
Total Distributions		—			(68,198,409	)
Capital Share Transactions
Proceeds from sales of shares		1,242,195,868			583,166,890
Reinvestment of distributions		—			65,035,260
Cost of shares redeemed		(163,822,732	)		(328,830,002	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		1,078,373,136			319,372,148
Net Increase/(Decrease) in Net Assets		1,265,319,255			344,711,658
Net Assets
Beginning of period		1,138,042,906			793,331,248
End of period	$	2,403,362,161		$	1,138,042,906
Accumulated Undistributed Net Investment Loss Included in Net Assets	$	(6,811,670	)	$	—
Other Information:
Shares
Sold		17,100,362			9,081,025
Reinvested		—			991,933
Redeemed		(2,300,175	)		(5,234,893	)
Net Increase/(Decrease)		14,800,187			4,838,065

40 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Select Growth						RS Mid Cap Growth						RS Growth
For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
$	(3,304,939	)	$	(9,477,908	)	$	(438,481	)	$	(1,249,000	)	$	(268,712	)	$	(1,014,569	)
	51,129,230			33,534,820			12,481,963			15,395,991			15,639,250			49,789,584
	17,944,846			(24,602,137	)		(1,459,274	)		(1,900,809	)		(7,155,048	)		(24,253,392	)
	65,769,137			(545,225	)		10,584,208			12,246,182			8,215,490			24,521,623
	—			—			—			—			—			—
	—			—			—			—			—			—
	—			—			—			—			—			—
	—			—			—			—			—			—
	—			(13,292,361	)		—			—			—			(32,858,095	)
	—			(4,295,836	)		—			—			—			(2,276,503	)
	—			(61,784	)		—			—			—			(197,606	)
	—			(21,679,951	)		—			—			—			(5,790,401	)
	—			(39,329,932	)		—			—			—			(41,122,605	)
	114,231,237			455,471,736			66,749,067			152,738,248			11,584,622			45,388,131
	—			34,481,205			—			—			—			38,485,512
	(179,156,550	)		(593,319,049	)		(30,658,378	)		(75,911,710	)		(25,912,130	)		(50,491,092	)
	(64,925,313	)		(103,366,108	)		36,090,689			76,826,538			(14,327,508	)		33,382,551
	843,824			(143,241,265	)		46,674,897			89,072,720			(6,112,018	)		16,781,569
	846,358,610			989,599,875			192,800,411			103,727,691			262,813,708			246,032,139
$	847,202,434		$	846,358,610		$	239,475,308		$	192,800,411		$	256,701,690		$	262,813,708
$	(3,304,939	)	$	—		$	(438,481	)	$	—		$	(268,712	)	$	—
	2,288,287			9,420,528			3,159,323			8,013,409			631,005			2,310,393
	—			724,572			—			—			—			2,124,037
	(3,604,948	)		(12,421,863	)		(1,461,265	)		(3,976,458	)		(1,406,633	)		(2,559,041	)
	(1,316,661	)		(2,276,763	)		1,698,058			4,036,951			(775,628	)		1,875,389

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 41

FINANCIAL INFORMATION

Statements of Changes in Net Assets (continued) Six-Months-Ended Numbers are unaudited	RS Technology
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment loss	$	(741,683	)	$	(2,467,833	)
Net realized gain from investments		11,249,551			31,352,235
Net change in unrealized appreciation/depreciation on investments		(6,491,259	)		(20,322,583	)
Net Increase in Net Assets Resulting from Operations		4,016,609			8,561,819
Distributions to Shareholders
Net realized gain on investments
Class A		—			(21,102,975	)
Class C		—			(2,195,039	)
Class K		—			(220,804	)
Class Y		—			(7,584,583	)
Total Distributions		—			(31,103,401	)
Capital Share Transactions
Proceeds from sales of shares		9,870,438			57,028,556
Reinvestment of distributions		—			27,838,274
Cost of shares redeemed		(45,124,148	)		(79,498,603	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(35,253,710	)		5,368,227
Net Decrease in Net Assets		(31,237,101	)		(17,173,355	)
Net Assets
Beginning of period		197,014,356			214,187,711
End of period	$	165,777,255		$	197,014,356
Accumulated Undistributed Net Investment Loss Included in Net Assets	$	(741,683	)	$	—
Other Information:
Shares
Sold		530,204			2,837,485
Reinvested		—			1,543,987
Redeemed		(2,417,567	)		(4,053,940	)
Net Increase/(Decrease)		(1,887,363	)		327,532

42 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Small Cap Equity
For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
$	(394,225	)	$	(1,103,973	)
	17,493,768			18,059,007
	(8,003,826	)		(6,157,516	)
	9,095,717			10,797,518
	—			(11,015,137	)
	—			(130,975	)
	—			(778,270	)
	—			(7,721,749	)
	—			(19,646,131	)
	12,567,834			19,182,766
	—			19,454,010
	(56,865,643	)		(37,984,102	)
	(44,297,809	)		652,674
	(35,202,092	)		(8,195,939	)
	122,430,123			130,626,062
$	87,228,031		$	122,430,123
$	(394,225	)	$	—
	601,333			899,419
	—			992,916
	(2,869,913	)		(1,811,355	)
	(2,268,580	)		80,980

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 43

FINANCIAL INFORMATION

The Financial Highlights table is intended to help you understand each Fund’s financial performance for the past six reporting periods. 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 distributions).

Financial Highlights Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Loss2			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Small Cap Growth Fund
Class A
Six Months Ended 6/30/151	$	65.53	$	(0.34	)	$	8.78		$	8.44		$	—		$	—		$	—
Year Ended 12/31/14		63.68		(0.71	)		6.64			5.93			(0.57	)		(3.51	)		(4.08	)
Year Ended 12/31/13		46.71		(0.64	)		23.37			22.73			(0.86	)		(4.90	)		(5.76	)
Year Ended 12/31/12		40.70		(0.43	)		6.44			6.01			—			—			—
Year Ended 12/31/11		41.67		(0.48	)		(0.53	)		(1.01	)		—			—			—
Year Ended 12/31/10		32.63		(0.35	)		9.39			9.04			—			—			—
Class C
Six Months Ended 6/30/151	$	60.15	$	(0.56	)	$	8.05		$	7.49		$	—		$	—		$	—
Year Ended 12/31/14		58.84		(1.09	)		6.08			4.99			(0.17	)		(3.51	)		(3.68	)
Year Ended 12/31/13		43.78		(1.09	)		21.79			20.70			(0.74	)		(4.90	)		(5.64	)
Year Ended 12/31/12		38.38		(0.66	)		6.06			5.40			—			—			—
Year Ended 12/31/11		39.97		(1.12	)		(0.51	)		(1.63	)		—			—			—
Year Ended 12/31/10		31.66		(0.73	)		9.04			8.31			—			—			—
Class K
Six Months Ended 6/30/151	$	62.28	$	(0.45	)	$	8.34		$	7.89		$	—		$	—		$	—
Year Ended 12/31/14		60.77		(0.94	)		6.29			5.35			(0.33	)		(3.51	)		(3.84	)
Year Ended 12/31/13		44.85		(0.90	)		22.38			21.48			(0.66	)		(4.90	)		(5.56	)
Year Ended 12/31/12		39.29		(0.64	)		6.20			5.56			—			—			—
Year Ended 12/31/11		40.47		(0.71	)		(0.51	)		(1.22	)		—			—			—
Year Ended 12/31/10		31.86		(0.53	)		9.14			8.61			—			—			—
Class Y
Six Months Ended 6/30/151	$	67.04	$	(0.24	)	$	8.99		$	8.75		$	—		$	—		$	—
Year Ended 12/31/14		65.06		(0.54	)		6.79			6.25			(0.76	)		(3.51	)		(4.27	)
Year Ended 12/31/13		47.65		(0.52	)		23.90			23.38			(1.07	)		(4.90	)		(5.97	)
Year Ended 12/31/12		41.38		(0.24	)		6.51			6.27			—			—			—
Year Ended 12/31/11		42.24		(0.35	)		(0.55	)		(0.90	)		—			—			—
Year Ended 12/31/10		32.93		(0.22	)		9.53			9.31			—			—			—

See notes to Financial Highlights on pages 54-55.

44 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Increase From Regulatory Settlements		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Loss to Average Net Assets4		Gross Ratio of Net Investment Loss to Average Net Assets		Portfolio Turnover Rate
$	—	$	73.97		12.88%		$	791,926		1.37%		1.37%		(0.99)%		(0.99)%		46%
	—		65.53		9.36%			618,656		1.38%		1.42%		(1.12)%		(1.16)%		104%
	—		63.68		49.22%			499,282		1.35%		1.41%		(1.12)%		(1.18)%		115%	6
	—		46.71		14.77%			523,193		1.35%		1.48%		(0.94)%		(1.07)%		106%
	0.04		40.70		(2.33)%	5		452,050		1.35%		1.45%		(1.11)%		(1.21)%		105%
	—		41.67		27.70%			497,638		1.35%		1.47%		(1.00)%		(1.12)%		120%
$	—	$	67.64		12.45%		$	24,843		2.14%		2.14%		(1.75)%		(1.75)%		46%
	—		60.15		8.52%			11,792		2.15%		2.29%		(1.88)%		(2.02)%		104%
	—		58.84		47.86%			6,608		2.27%		2.32%		(1.98)%		(2.03)%		115%	6
	—		43.78		14.07%			1,881		1.97%		2.10%		(1.56)%		(1.69)%		106%
	0.04		38.38		(3.98)%	5		1,328		2.97%		3.07%		(2.73)%		(2.83)%		105%
	—		39.97		26.25%			937		2.51%		2.63%		(2.14)%		(2.26)%		120%
$	—	$	70.17		12.67%		$	4,920		1.77%		1.77%		(1.38)%		(1.38)%		46%
	—		62.28		8.86%			2,621		1.84%		1.88%		(1.58)%		(1.62)%		104%
	—		60.77		48.45%			1,782		1.87%		1.92%		(1.62)%		(1.67)%		115%	6
	—		44.85		14.15%			1,056		1.88%		2.01%		(1.46)%		(1.59)%		106%
	0.04		39.29		(2.92)%	5		969		1.94%		2.04%		(1.70)%		(1.80)%		105%
	—		40.47		27.02%			931		1.89%		2.01%		(1.54)%		(1.66)%		120%
$	—	$	75.79		13.05%		$	1,581,673		1.06%		1.06%		(0.66)%		(0.66)%		46%
	—		67.04		9.65%			504,974		1.11%		1.13%		(0.84)%		(0.86)%		104%
	—		65.06		49.63%			285,659		1.11%		1.17%		(0.85)%		(0.91)%		115%	6
	—		47.65		15.15%			92,121		1.01%		1.14%		(0.52)%		(0.65)%		106%
	0.04		41.38		(2.04)%	5		51,200		1.05%		1.15%		(0.81)%		(0.91)%		105%
	—		42.24		28.27%			38,644		0.98%		1.10%		(0.60)%		(0.72)%		120%

See notes to Financial Highlights on pages 54-55.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 45

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period			Net Investment Loss2			Net Realized and Unrealized Gain		Total Operations		Distributions From Net Investment Income		Distributions From Net Realized Capital Gains			Total Distributions
RS Select Growth Fund
Class A
Six Months Ended 6/30/151	$	47.80		$	(0.21	)	$	4.11	$	3.90	$	—	$	—		$	—
Year Ended 12/31/14		49.57			(0.52	)		1.08		0.56		—		(2.33	)		(2.33	)
Year Ended 12/31/13		36.52			(0.50	)		14.27		13.77		—		(0.72	)		(0.72	)
Year Ended 12/31/12		30.79			(0.25	)		5.98		5.73		—		—			—
Year Ended 12/31/11		29.24			(0.33	)		1.84		1.51		—		—			—
Year Ended 12/31/10		22.23			(0.24	)		7.25		7.01		—		—			—
Class C
Six Months Ended 6/30/151	$	44.57		$	(0.38	)	$	3.83	$	3.45	$	—	$	—		$	—
Year Ended 12/31/14		46.73			(0.83	)		1.00		0.17		—		(2.33	)		(2.33	)
Year Ended 12/31/13		34.74			(0.82	)		13.53		12.71		—		(0.72	)		(0.72	)
Year Ended 12/31/12		29.51			(0.47	)		5.70		5.23		—		—			—
Year Ended 12/31/11		28.32			(0.58	)		1.73		1.15		—		—			—
Year Ended 12/31/10		21.77			(0.43	)		6.98		6.55		—		—			—
Class K
Six Months Ended 6/30/151	$	44.40		$	(0.31	)	$	3.81	$	3.50	$	—	$	—		$	—
Year Ended 12/31/14		46.38			(0.71	)		1.06		0.35		—		(2.33	)		(2.33	)
Year Ended 12/31/13		34.43			(0.71	)		13.38		12.67		—		(0.72	)		(0.72	)
Year Ended 12/31/12		29.30			(0.57	)		5.70		5.13		—		—			—
Year Ended 12/31/11		28.02			(0.51	)		1.75		1.24		—		—			—
Year Ended 12/31/10		21.47			(0.40	)		6.95		6.55		—		—			—
Class Y
Six Months Ended 6/30/151	$	48.61		$	(0.15	)	$	4.18	$	4.03	$	—	$	—		$	—
Year Ended 12/31/14		50.24			(0.39	)		1.09		0.70		—		(2.33	)		(2.33	)
Year Ended 12/31/13		36.90			(0.39	)		14.45		14.06		—		(0.72	)		(0.72	)
Year Ended 12/31/12		31.02			(0.13	)		6.01		5.88		—		—			—
Year Ended 12/31/11		29.37			(0.22	)		1.83		1.61		—		—			—
Year Ended 12/31/10		22.24	7		(0.14	)		7.27		7.13		—		—			—

See notes to Financial Highlights on pages 54-55.

46 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Increase From Regulatory Settlements		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Loss to Average Net Assets4		Gross Ratio of Net Investment Loss to Average Net Assets		Portfolio Turnover Rate
$	—	$	51.70		8.16%		$	273,512		1.40%		1.44%		(0.86)%		(0.90)%		43%
	—		47.80		1.16%			284,499		1.38%		1.43%		(1.08)%		(1.13)%		96%
	—		49.57		37.79%			438,084		1.35%		1.45%		(1.14)%		(1.24)%		105%	6
	—		36.52		18.61%			192,954		1.35%		1.55%		(0.72)%		(0.92)%		112%
	0.04		30.79		5.30%	5		90,223		1.35%		1.61%		(1.07)%		(1.33)%		104%
	—		29.24		31.53%			70,100		1.35%		1.66%		(0.98)%		(1.29)%		137%
$	—	$	48.02		7.74%		$	90,988		2.18%		2.24%		(1.64)%		(1.70)%		43%
	—		44.57		0.39%			86,025		2.16%		2.25%		(1.85)%		(1.94)%		96%
	—		46.73		36.67%			88,208		2.16%		2.26%		(1.94)%		(2.04)%		105%	6
	—		34.74		17.72%			21,322		2.15%		2.35%		(1.43)%		(1.63)%		112%
	0.04		29.51		4.20%	5		2,253		2.26%		2.52%		(1.94)%		(2.20)%		104%
	—		28.32		30.09%			223		2.23%		2.54%		(1.80)%		(2.11)%		137%
$	—	$	47.90		7.88%		$	1,116		1.91%		1.99%		(1.36)%		(1.44)%		43%
	—		44.40		0.78%			1,239		1.89%		1.97%		(1.57)%		(1.65)%		96%
	—		46.38		36.89%			1,052		1.92%		2.02%		(1.71)%		(1.81)%		105%	6
	—		34.43		17.51%			302		2.31%		2.51%		(1.75)%		(1.95)%		112%
	0.04		29.30		4.57%	5		170		1.99%		2.25%		(1.72)%		(1.98)%		104%
	—		28.02		30.51%			128		2.11%		2.42%		(1.73)%		(2.04)%		137%
$	—	$	52.64		8.29%		$	481,586		1.14%		1.17%		(0.60)%		(0.63)%		43%
	—		48.61		1.42%			474,596		1.12%		1.18%		(0.81)%		(0.87)%		96%
	—		50.24		38.19%			462,256		1.09%		1.19%		(0.87)%		(0.97)%		105%	6
	—		36.90		18.96%			96,440		1.07%		1.27%		(0.37)%		(0.57)%		112%
	0.04		31.02		5.62%	5		17,504		1.04%		1.30%		(0.72)%		(0.98)%		104%
	—		29.37		32.06%			3,192		0.97%		1.28%		(0.58)%		(0.89)%		137%

See notes to Financial Highlights on pages 54-55.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 47

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Loss2			Net Realized and Unrealized Gain		Total Operations		Distributions From Net Investment Income		Distributions From Net Realized Capital Gains		Total Distributions
RS Mid Cap Growth Fund
Class A
Six Months Ended 6/30/151	$	20.14	$	(0.05	)	$	1.12	$	1.07	$	—	$	—	$	—
Year Ended 12/31/14		18.83		(0.15	)		1.46		1.31		—		—		—
Year Ended 12/31/13		13.07		(0.12	)		5.88		5.76		—		—		—
Year Ended 12/31/12		11.38		(0.08	)		1.77		1.69		—		—		—
Year Ended 12/31/11		11.26		(0.09	)		0.21		0.12		—		—		—
Year Ended 12/31/10		9.00		(0.06	)		2.32		2.26		—		—		—
Class C
Six Months Ended 6/30/151	$	18.64	$	(0.12	)	$	1.03	$	0.91	$	—	$	—	$	—
Year Ended 12/31/14		17.56		(0.28	)		1.36		1.08		—		—		—
Year Ended 12/31/13		12.30		(0.24	)		5.50		5.26		—		—		—
Year Ended 12/31/12		10.81		(0.18	)		1.67		1.49		—		—		—
Year Ended 12/31/11		10.79		(0.19	)		0.21		0.02		—		—		—
Year Ended 12/31/10		8.73		(0.16	)		2.22		2.06		—		—		—
Class K
Six Months Ended 6/30/151	$	19.18	$	(0.09	)	$	1.05	$	0.96	$	—	$	—	$	—
Year Ended 12/31/14		18.01		(0.24	)		1.41		1.17		—		—		—
Year Ended 12/31/13		12.56		(0.19	)		5.64		5.45		—		—		—
Year Ended 12/31/12		11.00		(0.15	)		1.71		1.56		—		—		—
Year Ended 12/31/11		10.94		(0.15	)		0.21		0.06		—		—		—
Year Ended 12/31/10		8.80		(0.11	)		2.25		2.14		—		—		—
Class Y
Six Months Ended 6/30/151	$	20.58	$	(0.02	)	$	1.15	$	1.13	$	—	$	—	$	—
Year Ended 12/31/14		19.19		(0.10	)		1.49		1.39		—		—		—
Year Ended 12/31/13		13.29		(0.09	)		5.99		5.90		—		—		—
Year Ended 12/31/12		11.54		(0.02	)		1.77		1.75		—		—		—
Year Ended 12/31/11		11.39		(0.07	)		0.22		0.15		—		—		—
Year Ended 12/31/10		9.08		(0.03	)		2.34		2.31		—		—		—

See notes to Financial Highlights on pages 54-55.

48 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Loss to Average Net Assets4		Gross Ratio of Net Investment Loss to Average Net Assets		Portfolio Turnover Rate
$	21.21		5.31%	$	111,055		1.27%		1.34%		(0.45)%		(0.52)%		57%
	20.14		6.96%		104,407		1.29%		1.38%		(0.81)%		(0.90)%		154%
	18.83		44.07%		78,612		1.28%		1.45%		(0.78)%		(0.95)%		119%
	13.07		14.85%		55,023		1.34%		1.51%		(0.60)%		(0.77)%		110%
	11.38		1.07%		50,540		1.48%		1.48%		(0.81)%		(0.81)%		85%
	11.26		25.11%		56,677		1.49%		1.51%		(0.66)%		(0.68)%		125%
$	19.55		4.88%	$	17,601		2.11%		2.12%		(1.30)%		(1.31)%		57%
	18.64		6.15%		13,040		2.10%		2.22%		(1.61)%		(1.73)%		154%
	17.56		42.76%		4,851		2.14%		2.31%		(1.63)%		(1.80)%		119%
	12.30		13.78%		2,071		2.30%		2.47%		(1.52)%		(1.69)%		110%
	10.81		0.19%		1,178		2.41%		2.41%		(1.73)%		(1.73)%		85%
	10.79		23.60%		786		2.71%		2.73%		(1.79)%		(1.81)%		125%
$	20.14		5.01%	$	1,849		1.77%		1.77%		(0.95)%		(0.95)%		57%
	19.18		6.50%		1,681		1.79%		1.85%		(1.31)%		(1.37)%		154%
	18.01		43.39%		1,451		1.77%		1.94%		(1.27)%		(1.44)%		119%
	12.56		14.18%		797		1.92%		2.09%		(1.18)%		(1.35)%		110%
	11.00		0.55%		804		2.00%		2.00%		(1.31)%		(1.31)%		85%
	10.94		24.32%		854		2.08%		2.10%		(1.19)%		(1.21)%		125%
$	21.71		5.49%	$	108,970		1.01%		1.05%		(0.20)%		(0.24)%		57%
	20.58		7.24%		73,672		1.04%		1.11%		(0.53)%		(0.60)%		154%
	19.19		44.39%		18,814		1.05%		1.23%		(0.55)%		(0.73)%		119%
	13.29		15.16%		8,241		1.07%		1.24%		(0.13)%		(0.30)%		110%
	11.54		1.32%		2,685		1.24%		1.24%		(0.55)%		(0.55)%		85%
	11.39		25.44%		2,508		1.16%		1.18%		(0.27)%		(0.29)%		125%

See notes to Financial Highlights on pages 54-55.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 49

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-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 Growth Fund
Class A
Six Months Ended 6/30/151	$	18.01	$	(0.02	)2	$	0.59		$	0.57		$	—	$	—		$	—
Year Ended 12/31/14		19.33		(0.07	)		2.02			1.95			—		(3.27	)		(3.27	)
Year Ended 12/31/13		13.46		(0.07	)		5.94			5.87			—		—			—
Year Ended 12/31/12		11.77		—7			1.69			1.69			—		—			—
Year Ended 12/31/11		11.85		(0.05	)		(0.04	)		(0.09	)		—		—			—
Year Ended 12/31/10		10.47		(0.04	)		1.42			1.38			—		—			—
Class C
Six Months Ended 6/30/151	$	16.45	$	(0.09	)2	$	0.54		$	0.45		$	—	$	—		$	—
Year Ended 12/31/14		18.06		(0.15	)		1.81			1.66			—		(3.27	)		(3.27	)
Year Ended 12/31/13		12.70		0.20			5.16			5.36			—		—			—
Year Ended 12/31/12		11.20		(0.02	)		1.52			1.50			—		—			—
Year Ended 12/31/11		11.44		(0.15	)		(0.10	)		(0.25	)		—		—			—
Year Ended 12/31/10		10.23		(0.13	)		1.34			1.21			—		—			—
Class K
Six Months Ended 6/30/151	$	17.31	$	(0.07	)2	$	0.56		$	0.49		$	—	$	—		$	—
Year Ended 12/31/14		18.80		(0.17	)		1.95			1.78			—		(3.27	)		(3.27	)
Year Ended 12/31/13		13.18		(0.10	)		5.72			5.62			—		—			—
Year Ended 12/31/12		11.59		(0.16	)		1.75			1.59			—		—			—
Year Ended 12/31/11		11.73		(0.21	)		0.06			(0.15	)		—		—			—
Year Ended 12/31/10		10.43		(0.06	)		1.36			1.30			—		—			—
Class Y
Six Months Ended 6/30/151	$	18.33	$	0.01	2	$	0.59		$	0.60		$	—	$	—		$	—
Year Ended 12/31/14		19.56		(0.04	)		2.08			2.04			—		(3.27	)		(3.27	)
Year Ended 12/31/13		13.60		(0.09	)		6.05			5.96			—		—			—
Year Ended 12/31/12		11.85		(0.05	)		1.80			1.75			—		—			—
Year Ended 12/31/11		11.91		(0.02	)		(0.05	)		(0.07	)		—		—			—
Year Ended 12/31/10		10.49		(0.02	)		1.44			1.42			—		—			—

See notes to Financial Highlights on pages 54-55.

50 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Increase From Regulatory Settlements		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	18.58		3.16%		$	209,187		1.10%		1.19%		(0.20)%		(0.29)%		52%
	—		18.01		9.98%			210,508		1.14%		1.21%		(0.39)%		(0.46)%		136%
	—		19.33		43.61%			208,309		1.26%		1.26%		(0.49)%		(0.49)%		101%
	—		13.46		14.36%			95,563		1.37%		1.37%		(0.01)%		(0.01)%		93%
	0.01		11.77		(0.68)%	5		92,825		1.34%		1.34%		(0.38)%		(0.38)%		86%
	—		11.85		13.18%			104,758		1.35%		1.35%		(0.35)%		(0.35)%		109%
$	—	$	16.90		2.74%		$	12,645		1.93%		2.06%		(1.03)%		(1.16)%		52%
	—		16.45		9.07%			13,300		1.97%		2.06%		(1.21)%		(1.30)%		136%
	—		18.06		42.20%			10,415		2.15%		2.16%		(1.39)%		(1.40)%		101%
	—		12.70		13.39%			756		2.32%		2.32%		(0.92)%		(0.92)%		93%
	0.01		11.20		(2.10)%	5		529		2.81%		2.81%		(1.81)%		(1.81)%		86%
	—		11.44		11.83%			475		2.51%		2.51%		(1.51)%		(1.51)%		109%
$	—	$	17.80		2.83%		$	1,194		1.71%		1.84%		(0.80)%		(0.93)%		52%
	—		17.31		9.36%			1,249		1.71%		1.81%		(0.97)%		(1.07)%		136%
	—		18.80		42.64%			1,340		1.74%		1.84%		(1.11)%		(1.21)%		101%
	—		13.18		13.72%			674		1.94%		1.94%		(0.63)%		(0.63)%		93%
	0.01		11.59		(1.19)%	5		741		1.86%		1.86%		(0.91)%		(0.91)%		86%
	—		11.73		12.46%			1,087		1.91%		1.91%		(0.92)%		(0.92)%		109%
$	—	$	18.93		3.27%		$	33,676		0.83%		0.93%		0.07%		(0.03)%		52%
	—		18.33		10.33%			37,757		0.86%		0.91%		(0.10)%		(0.15)%		136%
	—		19.56		43.82%			25,968		0.98%		0.98%		(0.24)%		(0.24)%		101%
	—		13.60		14.77%			4,800		1.13%		1.13%		0.49%		0.49%		93%
	0.01		11.85		(0.50)%	5		1,508		1.11%		1.11%		(0.13)%		(0.13)%		86%
	—		11.91		13.54%			1,431		1.03%		1.03%		(0.04)%		(0.04)%		109%

See notes to Financial Highlights on pages 54-55.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 51

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Loss2			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Technology Fund
Class A
Six Months Ended 6/30/151	$	18.13	$	(0.08	)	$	0.45		$	0.37		$	—		$	—		$	—
Year Ended 12/31/14		20.38		(0.24	)		1.30			1.06			—			(3.31	)		(3.31	)
Year Ended 12/31/13		16.95		(0.23	)		7.76			7.53			(0.04	)		(4.06	)		(4.10	)
Year Ended 12/31/12		16.54		(0.20	)		1.56			1.36			—			(0.95	)		(0.95	)
Year Ended 12/31/11		19.60		(0.24	)		(2.10	)		(2.34	)		—			(0.72	)		(0.72	)
Year Ended 12/31/10		14.89		(0.20	)		5.58			5.38			—			(0.67	)		(0.67	)
Class C
Six Months Ended 6/30/151	$	16.27	$	(0.14	)	$	0.40		$	0.26		$	—		$	—		$	—
Year Ended 12/31/14		18.77		(0.37	)		1.18			0.81			—			(3.31	)		(3.31	)
Year Ended 12/31/13		15.96		(0.37	)		7.24			6.87			—			(4.06	)		(4.06	)
Year Ended 12/31/12		15.74		(0.33	)		1.50			1.17			—			(0.95	)		(0.95	)
Year Ended 12/31/11		18.83		(0.36	)		(2.01	)		(2.37	)		—			(0.72	)		(0.72	)
Year Ended 12/31/10		14.45		(0.33	)		5.38			5.05			—			(0.67	)		(0.67	)
Class K
Six Months Ended 6/30/151	$	16.85	$	(0.11	)	$	0.41		$	0.30		$	—		$	—		$	—
Year Ended 12/31/14		19.26		(0.32	)		1.22			0.90			—			(3.31	)		(3.31	)
Year Ended 12/31/13		16.24		(0.32	)		7.40			7.08			—			(4.06	)		(4.06	)
Year Ended 12/31/12		15.96		(0.28	)		1.51			1.23			—			(0.95	)		(0.95	)
Year Ended 12/31/11		19.06		(0.35	)		(2.03	)		(2.38	)		—			(0.72	)		(0.72	)
Year Ended 12/31/10		14.59		(0.31	)		5.45			5.14			—			(0.67	)		(0.67	)
Class Y
Six Months Ended 6/30/151	$	18.78	$	(0.05	)	$	0.45		$	0.40		$	—		$	—		$	—
Year Ended 12/31/14		20.93		(0.19	)		1.35			1.16			—			(3.31	)		(3.31	)
Year Ended 12/31/13		17.32		(0.18	)		7.94			7.76			(0.09	)		(4.06	)		(4.15	)
Year Ended 12/31/12		16.82		(0.15	)		1.60			1.45			—			(0.95	)		(0.95	)
Year Ended 12/31/11		19.86		(0.18	)		(2.14	)		(2.32	)		—			(0.72	)		(0.72	)
Year Ended 12/31/10		15.04		(0.14	)		5.63			5.49			—			(0.67	)		(0.67	)

See notes to Financial Highlights on pages 54-55.

52 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Loss to Average Net Assets4		Gross Ratio of Net Investment Loss to Average Net Assets		Portfolio Turnover Rate
$	18.50		2.04%	$	117,314		1.50%		1.50%		(0.83)%		(0.83)%		67%
	18.13		5.26%		134,534		1.51%		1.51%		(1.21)%		(1.21)%		146%
	20.38		45.59%		156,011		1.49%		1.49%		(1.15)%		(1.15)%		141%
	16.95		8.30%		123,343		1.59%		1.59%		(1.11)%		(1.11)%		84%
	16.54		(11.91)%		156,795		1.53%		1.53%		(1.21)%		(1.21)%		121%
	19.60		36.15%		278,856		1.52%		1.52%		(1.21)%		(1.21)%		117%
$	16.53		1.60%	$	11,301		2.33%		2.33%		(1.65)%		(1.65)%		67%
	16.27		4.38%		12,745		2.36%		2.36%		(2.06)%		(2.06)%		146%
	18.77		44.30%		16,402		2.34%		2.34%		(2.00)%		(2.00)%		141%
	15.96		7.51%		15,660		2.36%		2.36%		(1.88)%		(1.88)%		84%
	15.74		(12.56)%		15,977		2.32%		2.32%		(1.99)%		(1.99)%		121%
	18.83		34.97%		6,210		2.38%		2.38%		(2.02)%		(2.02)%		117%
$	17.15		1.78%	$	1,393		1.96%		1.96%		(1.29)%		(1.29)%		67%
	16.85		4.74%		1,367		2.03%		2.03%		(1.73)%		(1.73)%		146%
	19.26		44.82%		1,438		2.02%		2.02%		(1.68)%		(1.68)%		141%
	16.24		7.79%		1,077		2.08%		2.08%		(1.60)%		(1.60)%		84%
	15.96		(12.46)%		998		2.16%		2.16%		(1.84)%		(1.84)%		121%
	19.06		35.25%		1,016		2.18%		2.18%		(1.89)%		(1.89)%		117%
$	19.18		2.13%	$	35,769		1.23%		1.23%		(0.53)%		(0.53)%		67%
	18.78		5.61%		48,368		1.22%		1.22%		(0.91)%		(0.91)%		146%
	20.93		46.00%		40,337		1.22%		1.22%		(0.88)%		(0.88)%		141%
	17.32		8.70%		28,154		1.27%		1.27%		(0.79)%		(0.79)%		84%
	16.82		(11.66)%		29,709		1.24%		1.24%		(0.91)%		(0.91)%		121%
	19.86		36.52%		16,674		1.19%		1.19%		(0.81)%		(0.81)%		117%

See notes to Financial Highlights on pages 54-55.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 53

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Loss2			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income		Distributions From Net Realized Capital Gains			Total Distributions
RS Small Cap Equity Fund
Class A
Six Months Ended 6/30/151	$	19.81	$	(0.10	)	$	2.76		$	2.66		$	—	$	—		$	—
Year Ended 12/31/14		21.46		(0.21	)		2.32			2.11			—		(3.76	)		(3.76	)
Year Ended 12/31/13		17.12		(0.22	)		8.51			8.29			—		(3.95	)		(3.95	)
Year Ended 12/31/12		15.54		(0.16	)		2.44			2.28			—		(0.70	)		(0.70	)
Year Ended 12/31/11		15.92		(0.17	)		(0.23	)		(0.40	)		—		—			—
Year Ended 12/31/10		12.44		(0.12	)		3.60			3.48			—		—			—
Class C
Six Months Ended 6/30/151	$	13.42	$	(0.12	)	$	1.87		$	1.75		$	—	$	—		$	—
Year Ended 12/31/14		15.79		(0.29	)		1.68			1.39			—		(3.76	)		(3.76	)
Year Ended 12/31/13		13.43		(0.30	)		6.61			6.31			—		(3.95	)		(3.95	)
Year Ended 12/31/12		12.43		(0.25	)		1.95			1.70			—		(0.70	)		(0.70	)
Year Ended 12/31/11		12.86		(0.26	)		(0.19	)		(0.45	)		—		—			—
Year Ended 12/31/10		10.14		(0.20	)		2.92			2.72			—		—			—
Class K
Six Months Ended 6/30/151	$	17.99	$	(0.13	)	$	2.50		$	2.37		$	—	$	—		$	—
Year Ended 12/31/14		19.88		(0.27	)		2.14			1.87			—		(3.76	)		(3.76	)
Year Ended 12/31/13		16.12		(0.27	)		7.98			7.71			—		(3.95	)		(3.95	)
Year Ended 12/31/12		14.70		(0.20	)		2.32			2.12			—		(0.70	)		(0.70	)
Year Ended 12/31/11		15.12		(0.21	)		(0.23	)		(0.44	)		—		—			—
Year Ended 12/31/10		11.85		(0.16	)		3.43			3.27			—		—			—
Class Y
Six Months Ended 6/30/151	$	20.04	$	(0.07	)	$	2.66		$	2.59		$	—	$	—		$	—
Year Ended 12/31/14		21.60		(0.16	)		2.36			2.20			—		(3.76	)		(3.76	)
Year Ended 12/31/13		17.17		(0.16	)		8.54			8.38			—		(3.95	)		(3.95	)
Year Ended 12/31/12		15.54		(0.12	)		2.45			2.33			—		(0.70	)		(0.70	)
Year Ended 12/31/11		15.88		(0.11	)		(0.25	)		(0.36	)		—		—			—
Year Ended 12/31/10		12.40		(0.12	)		3.60			3.48			—		—			—

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  Calculated based on the average shares outstanding during the period.

³  Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

⁴  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 and expense limitations and exclude the effect of custody credits, if applicable.

54 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Increase From Regulatory Settlements		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Loss to Average Net Assets4		Gross Ratio of Net Investment Loss to Average Net Assets		Portfolio Turnover Rate
$	—	$	22.47		13.43%		$	76,026		1.32%		1.32%		(0.92)%		(0.92)%		52%
	—		19.81		10.00%			68,785		1.27%		1.27%		(0.99)%		(0.99)%		93%
	—		21.46		49.48%			72,843		1.29%		1.29%		(1.03)%		(1.03)%		107%
	—		17.12		14.78%			54,669		1.35%		1.35%		(0.93)%		(0.93)%		98%
	0.02		15.54		(2.39)%	5		55,180		1.26%		1.26%		(1.05)%		(1.05)%		100%
	—		15.92		27.97%			95,631		1.27%		1.36%		(0.92)%		(1.01)%		121%
$	—	$	15.17		13.04%		$	912		2.10%		2.40%		(1.70)%		(2.00)%		52%
	—		13.42		9.02%			593		2.15%		2.37%		(1.90)%		(2.12)%		93%
	—		15.79		48.32%			1,091		2.08%		2.08%		(1.85)%		(1.85)%		107%
	—		13.43		13.81%			1,904		2.22%		2.24%		(1.78)%		(1.80)%		98%
	0.02		12.43		(3.34)%	5		1,523		2.19%		2.19%		(1.97)%		(1.97)%		100%
	—		12.86		26.82%			1,804		2.19%		2.19%		(1.84)%		(1.84)%		121%
$	—	$	20.36		13.17%		$	4,574		1.75%		1.75%		(1.35)%		(1.35)%		52%
	—		17.99		9.58%			4,455		1.67%		1.71%		(1.39)%		(1.43)%		93%
	—		19.88		48.95%			4,898		1.60%		1.69%		(1.35)%		(1.44)%		107%
	—		16.12		14.53%			4,714		1.60%		1.77%		(1.23)%		(1.40)%		98%
	0.02		14.70		(2.78)%	5		9,717		1.60%		1.78%		(1.38)%		(1.56)%		100%
	—		15.12		27.59%			11,020		1.60%		1.76%		(1.25)%		(1.41)%		121%
$	—	$	22.63		12.92%		$	5,716		1.06%		1.06%		(0.68)%		(0.68)%		52%
	—		20.04		10.35%			48,597		1.01%		1.01%		(0.74)%		(0.74)%		93%
	—		21.60		49.84%			51,794		1.00%		1.00%		(0.74)%		(0.74)%		107%
	—		17.17		15.10%			33,591		1.08%		1.08%		(0.67)%		(0.67)%		98%
	0.02		15.54		(2.14)%	5		32,690		0.96%		0.96%		(0.68)%		(0.68)%		100%
	—		15.88		28.06%			504		1.29%		1.29%		(0.91)%		(0.91)%		121%

⁵  Without the effect of the income from the regulatory settlements, the total returns would have been for RS Small Cap Growth Fund for 2011 (2.44)%, (4.07)%, (3.02)%, and (2.18)% for Class A, Class C, Class K and Class Y, respectively; for RS Select Growth Fund for 2011 5.21%, 4.14%, 4.49% and 5.55 for Class A, Class C, Class K and Class Y, respectively; for RS Growth Fund for 2011 (0.78)%, (2.18)%, (1.27)% and (0.57)% for Class A, Class C, Class K and Class Y, respectively; for RS Small Cap Equity Fund for 2011 (2.51)%, (3.46)%, (2.87)% and (2.26)% for Class A, Class C, Class K and Class Y, respectively.

⁶  Excludes portfolio securities delivered as a result of processing in-kind redemptions.

⁷  Rounds to $0.00 per share.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 55

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Notes to Financial Statements

June 30, 2015 (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 Small Cap Growth Fund, RS Select Growth Fund, RS Mid Cap Growth Fund, RS Growth Fund, RS Technology Fund and RS Small Cap Equity Fund (each a “Fund,” collectively the “Funds”). All of the Funds are diversified funds. The financial statements for the other remaining series of the Trust are presented in separate reports.

The Funds offer Class A, C, K and Y shares. The various classes differ principally in their respective sales charges, transfer agent expenses, and other expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for certain differences, including class-specific expenses and voting rights with respect to matters affecting fewer than all classes or in which the interests of one class differ from the interests of any other class.

The Trust has an unlimited number of authorized shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”) less any applicable sales charge.

Note 1 Significant Accounting Policies

The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 ask prices. Securities traded on the NASDAQ Stock Market, LLC (“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 is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 5d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).

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 guidelines and procedures adopted by the Trust’s Board of Trustees.

56 www.rsinvestments.com

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Securities whose values have been materially affected by events occurring before the Funds’ valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of a Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.

In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Funds would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.

• Level 1 — unadjusted quoted prices in active markets for identical investments

• Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.)

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2015, RS Small Cap Growth Fund and RS Small Cap Equity Fund each held one security classified as Level 3.

The Funds’ policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2015, there were no transfers between Level 1, Level 2 and Level 3.

In determining a security’s placement within the hierarchy, the Trust separates the Funds’ investment portfolios into two categories: investments and derivatives (e.g., futures).

www.rsinvestments.com 57

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Funds’ Board of Trustees.

Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations.

Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.

b. Taxes The Funds intend to continue complying with the requirements of the Internal Revenue Code to qualify as regulated investment companies and to distribute substantially 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 if the cost of making the required distribution exceeds the amount of the excise tax.

As of June 30, 2015, the Trust has reviewed the tax positions for open periods, as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Funds recognize interest and penalties, if any,

58 www.rsinvestments.com

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2015, the Funds did not incur any such interest or penalties. The Funds are not subject to examination by U.S. federal tax authorities for tax years before 2011 and by state authorities for tax years before 2010.

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 NYSE 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 amortization/accretion of premium/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 attributable to each class at the beginning of the 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 generally apportioned among all the series in the Trust, based on relative net assets.

g. Distributions to Shareholders Each Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Distributions 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 purposes versus 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.

Note 2 Transactions with Affiliates

a. Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, each Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of The Guardian Life Insurance

www.rsinvestments.com 59

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Company of America, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Funds, at the following annual rates:

Fund	Investment Advisory Fee Percentage
RS Small Cap Growth Fund		0.95%
RS Select Growth Fund		1.00%
RS Mid Cap Growth Fund		0.85%
RS Growth Fund		0.75%
RS Technology Fund		1.00%
RS Small Cap Equity Fund		0.75%

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2016, to limit the following Funds’ total annual fund operating expenses (excluding expenses indirectly incurred by the Funds through investments in pooled investment vehicles, interest, taxes, investment-related expenses (e.g., brokerage commissions), and extraordinary expenses) to the following rates:

Fund	Expense Limitation
	Class A			Class C		Class K		Class Y
RS Small Cap Growth Fund		1.40%			2.16%		1.86%		1.13%
RS Select Growth Fund		1.40%			2.18%		1.91%		1.14%
RS Mid Cap Growth Fund		1.20%	(1)		2.11%		1.80%		0.95%	(1)
RS Growth Fund		1.10%			1.93%		1.71%		0.83%
RS Small Cap Equity Fund		1.35%			2.10%		1.75%		1.10%

⁽¹⁾  The expense limitation in effect from January 1, 2015, through April 30, 2015, was 1.30% for Class A shares, and 1.05% for Class Y shares.

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

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

c. Distribution Fees RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, serves as the principal underwriter for shares of the Funds. The Funds have entered into an agreement with RSFD 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 Trust’s Board of Trustees. Under the plan, RSFD is compensated for services in such capacity, including its expenses in

60 www.rsinvestments.com

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

connection with the promotion and distribution of shares of each Fund. For the six months ended June 30, 2015, RSFD received distribution fees as follows:

Fund		Annual Rate		Distribution Fees
RS Small Cap Growth Fund	Class A		0.25%		$884,137
	Class C		1.00%		92,033
	Class K		0.65%		11,771
	Class Y		0.00%		—
RS Select Growth Fund	Class A		0.25%		342,126
	Class C		1.00%		437,311
	Class K		0.65%		3,724
	Class Y		0.00%		—
RS Mid Cap Growth Fund	Class A		0.25%		136,762
	Class C		1.00%		74,151
	Class K		0.65%		6,012
	Class Y		0.00%		—
RS Growth Fund	Class A		0.25%		263,469
	Class C		1.00%		66,845
	Class K		0.65%		4,005
	Class Y		0.00%		—
RS Technology Fund	Class A		0.25%		157,241
	Class C		1.00%		60,262
	Class K		0.65%		4,695
	Class Y		0.00%		—
RS Small Cap Equity Fund	Class A		0.25%		90,258
	Class C		1.00%		3,808
	Class K		0.65%		15,087
	Class Y		0.00%		—

RS Investments may perform certain services and incur certain expenses with respect to the promotion of the Funds’ shares and the servicing of shareholder accounts, which expenses are allocable to RSFD. RS Investments compensates RSFD for its services in connection with the promotion of Fund shares and reimburses RSFD for its expenses, including payments made by RSFD to third parties in respect of the promotion of Fund shares in excess of amounts received by RSFD under the distribution plan. In addition to payments under the distribution plan, the Funds reimburse RSFD for payments RSFD makes to financial intermediaries that provide certain administrative, recordkeeping, and account maintenance services. The amount of the reimbursement is calculated in a manner reviewed by the Board of Trustees periodically. Such amounts are included in the Statement of Operations as “Transfer agent fees.”

Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of GIS, distributes the Funds’ shares as a retail broker-dealer. For the six months ended June 30, 2015, PAS informed the Trust it received $947,626 directly or indirectly from RSFD as continuing compensation for its services relating to its distribution of shares of all series in the Trust.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2015, aggregate front-end sales charges for the sale of Class A shares paid to RSFD were as follows:

Fund	Sales Charges
RS Small Cap Growth Fund	$	31,653
RS Select Growth Fund		15,091
RS Mid Cap Growth Fund		7,373
RS Growth Fund		4,376
RS Technology Fund		1,755
RS Small Cap Equity Fund		640

RSFD is entitled to retain any contingent deferred sales load (“CDSL”) imposed on certain share redemptions. For the six months ended June 30, 2015, RSFD received CDSL charges as follows:

Fund	CDSL
RS Small Cap Growth Fund	$	429
RS Select Growth Fund		7,452
RS Mid Cap Growth Fund		1,330
RS Growth Fund		3,496
RS Technology Fund		1,473
RS Small Cap Equity Fund		—

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, 2015, is listed below:

Fund	Issuer	Number of Shares Held at Beginning of Period			Gross Additions		Gross Reductions		Number of Shares Held at End of Period		Income		Value at End of Period
RS Small Cap Growth Fund	Loxo Oncology, Inc.		418,500	*		478,230		13,990		882,740	$	—	$	15,915,802
	Neff Corp., Class A		530,200			40,010		570,210		—		—		—	**
	Vital Therapies, Inc.		554,712	*		704,460		22,390		1,236,782		—		26,096,100
											$	—	$	42,011,902

* Issuer was not an affiliated issuer at beginning of period.

** Issuer was not an affiliated issuer at end of period.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 3 Federal Income Taxes

a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2014, which is the most recently completed tax year, was as follows:

Fund	Ordinary Income		Long-Term Capital Gains
RS Small Cap Growth Fund	$	7,953,504	$	60,244,905
RS Select Growth Fund		9,089,513		30,240,418
RS Growth Fund		4,728,254		36,394,351
RS Technology Fund		5,805,862		25,297,539
RS Small Cap Equity Fund		1,425,870		18,220,261

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 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. 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.

As of December 31, 2014, the Funds made the following reclassifications of permanent book and tax basis differences:

Fund	Paid-in Capital			Undistributed Net Investment Income		Accumulated Net Realized Gain/(Loss)
RS Small Cap Growth Fund	$	(18,187,006	)	$	20,677,316	$	(2,490,310	)
RS Select Growth Fund		(9,525,544	)		9,477,908		47,636
RS Mid Cap Growth Fund		(1,257,954	)		1,249,000		8,954
RS Growth Fund		—			1,014,569		(1,014,569	)
RS Technology Fund		—			2,467,833		(2,467,833	)
RS Small Cap Equity Fund		(1,119,493	)		1,103,973		15,520

The tax basis of distributable earnings as of December 31, 2014, was as follows:

Fund	Undistributed Long-Term Capital Gains
RS Small Cap Growth Fund	$	18,874,715
RS Select Growth Fund		6,361,101
RS Growth Fund		6,913,575
RS Technology Fund		2,581,461
RS Small Cap Equity Fund		3,144,724

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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, 2014, the Funds utilized capital loss carryovers as follows:

Fund	Amount
RS Mid Cap Growth Fund	$	17,447,548
RS Growth Fund		807,953

See the chart below for capital loss carryovers available to the RS MidCap Growth Fund at December 31, 2014.

	Expiring
Fund	2016		2017		Total*
RS Mid Cap Growth Fund	$	3,124,047	$	46,802,596	$	49,926,643

* For tax years beginning 2011, revisions to capital loss carryforward rules allow for capital losses to be carried forward to one or more subsequent taxable years without expiration.

In determining their taxable income, current tax law permits the Funds to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2014, the Funds elected to defer net capital and currency losses as follows:

Fund	Deferred Net Capital Losses
RS Select Growth Fund	$	1,757,023
RS Mid Cap Growth Fund		1,813,933
RS Growth Fund		126,943
RS Technology Fund		9,197

b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2015, 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:

Fund	Cost of Investments		Net Unrealized Appreciation on Investments		Gross Unrealized Appreciation		Gross Unrealized Depreciation
RS Small Cap Growth Fund	$	2,021,963,940	$	385,338,957	$	420,829,999	$	(35,491,042	)
RS Select Growth Fund		655,253,221		198,810,923		202,345,045		(3,534,122	)
RS Mid Cap Growth Fund		205,038,361		22,770,489		26,082,343		(3,311,854	)
RS Growth Fund		205,707,738		46,654,111		49,534,667		(2,880,556	)
RS Technology Fund		132,363,617		34,085,995		38,614,325		(4,528,330	)
RS Small Cap Equity Fund		69,196,651		18,921,557		20,308,002		(1,386,445	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 4 Capital Shares

a. Transactions The Funds have authorized an unlimited number of shares of beneficial interest with no par value. Transactions, including conversions and exchanges, in capital shares for the Funds were as follows:

Transactions in Capital Shares

RS Small Cap Growth Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		2,218,443		$	153,448,613			3,408,416		$	218,850,634
Shares reinvested		—			—			543,510			35,306,668
Shares redeemed		(953,612	)		(66,621,748	)		(2,351,828	)		(146,606,735	)
Net increase		1,264,831		$	86,826,865			1,600,098		$	107,550,567
Class C
Shares sold		192,386		$	12,346,612			110,651		$	6,475,526
Shares reinvested		—			—			8,432			502,932
Shares redeemed		(21,166	)		(1,353,420	)		(35,343	)		(2,018,470	)
Net increase		171,220		$	10,993,192			83,740		$	4,959,988
Class K
Shares sold		33,770		$	2,251,233			24,466		$	1,476,926
Shares reinvested		—			—			2,494			153,992
Shares redeemed		(5,732	)		(382,666	)		(14,202	)		(859,337	)
Net increase		28,038		$	1,868,567			12,758		$	771,581
Class Y
Shares sold		14,655,763		$	1,074,149,410			5,537,492		$	356,363,804
Shares reinvested		—			—			437,497			29,071,668
Shares redeemed		(1,319,665	)		(95,464,898	)		(2,833,520	)		(179,345,460	)
Net increase		13,336,098		$	978,684,512			3,141,469		$	206,090,012

RS Select Growth Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		520,312		$	26,049,027			2,123,302		$	102,642,692
Shares reinvested		—			—			260,866			12,398,941
Shares redeemed		(1,181,894	)		(58,803,899	)		(5,270,220	)		(250,771,697	)
Net decrease		(661,582	)	$	(32,754,872	)		(2,886,052	)	$	(135,730,064	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Transactions in Capital Shares (continued)

RS Select Growth Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class C
Shares sold		188,500		$	8,760,464			586,104		$	26,693,440
Shares reinvested		—			—			80,875			3,585,212
Shares redeemed		(223,807	)		(10,341,770	)		(624,281	)		(27,785,644	)
Net increase/(decrease)		(35,307	)	$	(1,581,306	)		42,698		$	2,493,008
Class K
Shares sold		8,209		$	381,154			10,567		$	475,562
Shares reinvested		—			—			1,246			55,043
Shares redeemed		(12,806	)		(590,807	)		(6,593	)		(306,872	)
Net increase/(decrease)		(4,597	)	$	(209,653	)		5,220		$	223,733
Class Y
Shares sold		1,571,266		$	79,040,592			6,700,555		$	325,660,042
Shares reinvested		—			—			381,585			18,442,009
Shares redeemed		(2,186,441	)		(109,420,074	)		(6,520,769	)		(314,454,836	)
Net increase/(decrease)		(615,175	)	$	(30,379,482	)		561,371		$	29,647,215

RS Mid Cap Growth Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		742,646		$	15,586,879			2,641,757		$	49,891,267
Shares redeemed		(690,821	)		(14,567,981	)		(1,633,747	)		(31,148,477	)
Net increase		51,825		$	1,018,898			1,008,010		$	18,742,790
Class C
Shares sold		315,113		$	6,106,283			523,992		$	9,360,821
Shares redeemed		(114,324	)		(2,151,255	)		(100,596	)		(1,765,332	)
Net increase		200,789		$	3,955,028			423,396		$	7,595,489
Class K
Shares sold		19,199		$	381,503			47,821		$	873,609
Shares redeemed		(15,105	)		(305,565	)		(40,726	)		(735,719	)
Net increase		4,094		$	75,938			7,095		$	137,890
Class Y
Shares sold		2,082,365		$	44,674,402			4,799,839		$	92,612,551
Shares redeemed		(641,015	)		(13,633,577	)		(2,201,389	)		(42,262,182	)
Net increase		1,441,350		$	31,040,825			2,598,450		$	50,350,369

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RS Growth Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		241,537		$	4,491,614			830,100		$	16,399,908
Shares reinvested		—			—			1,739,329			31,568,815
Shares redeemed		(670,605	)		(12,448,936	)		(1,659,371	)		(32,884,863	)
Net increase/(decrease)		(429,068	)	$	(7,957,322	)		910,058		$	15,083,860
Class C
Shares sold		96,862		$	1,623,096			356,536		$	6,420,342
Shares reinvested		—			—			92,263			1,529,718
Shares redeemed		(157,113	)		(2,656,970	)		(217,111	)		(3,923,217	)
Net increase/(decrease)		(60,251	)	$	(1,033,874	)		231,688		$	4,026,843
Class K
Shares sold		4,067		$	72,291			17,550		$	337,062
Shares reinvested		—			—			11,330			197,606
Shares redeemed		(9,155	)		(163,228	)		(28,045	)		(536,635	)
Net increase/(decrease)		(5,088	)	$	(90,937	)		835		$	(1,967	)
Class Y
Shares sold		288,539		$	5,397,621			1,106,207		$	22,230,819
Shares reinvested		—			—			281,115			5,189,373
Shares redeemed		(569,760	)		(10,642,996	)		(654,514	)		(13,146,377	)
Net increase/(decrease)		(281,221	)	$	(5,245,375	)		732,808		$	14,273,815

RS Technology Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		255,105		$	4,706,719			1,076,385		$	21,581,060
Shares reinvested		—			—			1,129,480			20,387,106
Shares redeemed		(1,331,931	)		(24,633,636	)		(2,442,720	)		(47,793,528	)
Net decrease		(1,076,826	)	$	(19,926,917	)		(236,855	)	$	(5,825,362	)
Class C
Shares sold		24,696		$	408,261			120,467		$	2,133,135
Shares reinvested		—			—			108,714			1,761,160
Shares redeemed		(124,290	)		(2,051,043	)		(319,794	)		(5,690,697	)
Net decrease		(99,594	)	$	(1,642,782	)		(90,613	)	$	(1,796,402	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Transactions in Capital Shares (continued)

RS Technology Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class K
Shares sold		11,032		$	190,079			29,093		$	546,202
Shares reinvested		—			—			13,166			220,804
Shares redeemed		(10,879	)		(189,040	)		(35,843	)		(660,129	)
Net increase		153		$	1,039			6,416		$	106,877
Class Y
Shares sold		239,371		$	4,565,379			1,611,540		$	32,768,159
Shares reinvested		—			—			292,627			5,469,204
Shares redeemed		(950,467	)		(18,250,429	)		(1,255,583	)		(25,354,249	)
Net increase/(decrease)		(711,096	)	$	(13,685,050	)		648,584		$	12,883,114

RS Small Cap Equity Fund
	For the Six Months Ended 6/30/15							For the Year Ended 12/31/14
	Shares			Amount				Shares			Amount
Class A
Shares sold		136,676		$	2,922,953				156,465		$	3,322,210
Shares reinvested		—			—				557,657			10,952,380
Shares redeemed		(225,700	)		(4,826,727	)			(637,221	)		(13,456,123	)
Net increase/(decrease)		(89,024	)	$	(1,903,774	)			76,901		$	818,467
Class C
Shares sold		24,253		$	347,522				2,113		$	29,169
Shares reinvested		—			—				8,902			118,482
Shares redeemed		(8,291	)		(123,538	)			(35,902	)		(547,719	)
Net increase/(decrease)		15,962		$	223,984				(24,887	)	$	(400,068	)
Class K
Shares sold		17,214		$	326,332				30,018		$	589,012
Shares reinvested		—			—				43,625			778,270
Shares redeemed		(40,209	)		(791,226	)			(72,464	)		(1,386,719	)
Net increase/(decrease)		(22,995	)	$	(464,894	)			1,179		$	(19,437	)
Class Y
Shares sold		423,190		$	8,971,027		��		710,823		$	15,242,375
Shares reinvested		—			—				382,732			7,604,878
Shares redeemed		(2,595,713	)		(51,124,152	)			(1,065,768	)		(22,593,541	)
Net increase/(decrease)		(2,172,523	)	$	(42,153,125	)			27,787		$	253,712

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

b. Shareholder Concentration As of June 30, 2015, the number of shareholders and/or omnibus shareholder accounts (which are comprised of a group of individual shareholders) who owned of record 5% or more of the net assets of a Fund is summarized in the following table:

Fund	Number of Shareholders		Percentage of Net Assets
RS Small Cap Growth Fund		4		63.79%
RS Select Growth Fund		6		63.61%
RS Mid Cap Growth Fund		6		48.13%
RS Growth Fund		2		22.73%
RS Technology Fund		5		44.65%
RS Small Cap Equity Fund		2		34.74%

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, 2015, were as follows:

Fund	Cost of Investments Purchased		Proceeds from Investments Sold
RS Small Cap Growth Fund	$	1,773,681,254	$	761,923,765
RS Select Growth Fund		356,252,088		413,175,173
RS Mid Cap Growth Fund		145,541,692		118,784,919
RS Growth Fund		135,107,404		151,857,704
RS Technology Fund		117,625,402		154,534,694
RS Small Cap Equity Fund		45,009,210		88,182,185

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

c. Industry or Sector Concentration In their normal course of business, some of the Funds may invest a significant portion of their assets in companies within a limited number of industries or sectors. As a result, these Funds may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.

d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

accrued 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 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 Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.

Note 6 Temporary Borrowings

The Funds, with other funds managed by RS Investments, are parties to a $400 million committed revolving credit facility from State Street Bank and Trust Company, in effect through August 18, 2015, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing.

For the six months ended June 30, 2015, the Funds which borrowed under the facility were as follows:

Fund	Amount Outstanding at 6/30/15		Average Borrowing*		Days Borrowings Outstanding		Average Interest Rate*
RS Select Growth Fund	$	—		6,861,384		4		1.38%
RS Mid Cap Growth Fund		—		1,469,418		1		1.39%
RS Growth Fund		—		231,148		9		1.38%
RS Technology Fund		—		796,414		7		1.38%
RS Small Cap Equity Fund		—		2,211,321		3		1.38%

* For the six months ended June 30, 2015, based on the number of days borrowings were outstanding.

Note 7 Review for Subsequent Events

Management has evaluated subsequent events through the issuance of the Funds’ financial statements and determined that no material events have occurred that require disclosure.

Note 8 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.

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SUPPLEMENTAL INFORMATION (UNAUDITED)

Supplemental Information (unaudited)

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 website 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 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-766-3863.

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 most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-766-3863; (ii) on RS Investments’ website at http://www.rsinvestments.com; and (iii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

The Statement of Additional Information includes information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800.766.3863.

This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

www.rsinvestments.com 71

  One Bush Street, Suite 900 San Francisco, CA 94104   PRSRT STD U.S. POSTAGE PAID RS INVESTMENTS

WWW.RSINVESTMENTS.COM // 800.766.3863   EB 015097 (6/15)

RSVALUEFUNDS

Class A, C, K, and Y Shares

RS PARTNERS FUND

RS VALUE FUND

RS LARGE CAP ALPHA FUND

RS INVESTORS FUND

RS GLOBAL NATURAL RESOURCES FUND

NOT FDIC INSURED

MAY LOSE VALUE

NO BANK GUARANTEE

TABLE OF CONTENTS

RS Investments Overview
CEO’s Letter	1
Understanding Your Fund’s Expenses	3

Financial Information
Schedules of Investments	6
Statements of Assets and Liabilities	24
Statements of Operations	26
Statements of Changes in Net Assets	28
Financial Highlights	32
Notes to Financial Statements	42
Supplemental Information	59

RS Investments

Alternatives | Fixed Income | Growth | International | Natural Resources | Value

Alternatives	Growth	RS Emerging Markets Small Cap Fund
RS Focused Opportunity Fund	RS Small Cap Growth Fund*	RS China Fund
RS Focused Growth Opportunity Fund	RS Select Growth Fund
	RS Mid Cap Growth Fund	Natural Resources
Fixed Income	RS Growth Fund	RS Global Natural Resources Fund
RS Investment Quality Bond Fund	RS Technology Fund
RS Low Duration Bond Fund	RS Small Cap Equity Fund*	Value
RS High Yield Fund		RS Partners Fund*
RS Tax-Exempt Fund	International	RS Value Fund
RS High Income Municipal Bond Fund	RS International Fund	RS Large Cap Alpha Fund
RS Floating Rate Fund	RS Global Fund	RS Investors Fund
RS Strategic Income Fund	RS Emerging Markets Fund

* The Fund is currently offered only to certain investors. Please contact RS Investments for more information.

Except as otherwise specifically stated, all information, including portfolio security positions, is as of June 30, 2015.

CEO’S LETTER

Matthew H. Scanlan CEO, RS Investments

Dear RS Funds Shareholder,

The active versus passive debate seems to be hotter than ever. Passive investing has gained popularity over the past few years, and on the surface, the reason may seem clear: In 2014, 78% of active managers lagged their relevant benchmarks. So it’s no surprise that actively managed domestic equity funds saw $13 billion in net withdrawals last year, while their passively managed counterparts (index funds and ETFs) received $244 billion in net subscriptions.

But as always, it would behoove investors to dig a little deeper. When you “buy the benchmark” with a passive approach, that investment seeks to replicate the performance of a particular index. Yet benchmarks do not always represent the optimal portfolio of assets within a given opportunity set. In fact, like any portfolio, a benchmark can perform well or poorly depending on design and market conditions.

Understanding benchmark construction provides a clearer picture of passive investing — and what to expect in terms of performance through different market environments. New research from RS Investments explores the active decisions that go into benchmark design and construction. We found that those decisions can lead to biases in benchmarks, so even passive strategies involve active decisions, with the decisions made by benchmark providers rather than by fund managers.

The question is, who do you want to trust to make those active decisions? Personally, I’d prefer that my chosen portfolio manager select my stocks.

While passive investing has gained popularity, we’ve noticed that the concept of high-conviction active investing is also attractive to investors, many of whom are exploring new approaches to capture alpha (a measure of performance on a risk-adjusted basis). In fact, one key takeaway from our research is that investors can blend the best of index and active exposures to create an optimal portfolio. That blend includes high-conviction active managers, in those cases where the investor has confidence that the manager has the ability to exceed expectations.

We always aim to exceed expectations, and we appreciate the confidence you’ve placed in us. In the pages that follow, you’ll find an update on the RS Funds. It includes important information about your investment with our firm.

Please visit www.rsinvestments.com for additional insights and the latest commentary from our investment teams.

Sincerely,

Matthew H. Scanlan

Chief Executive Officer

THIS PAGE NOT PART OF YOUR FUND REPORT www.rsinvestments.com 1

CEO’S LETTER

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

RS Funds are sold by prospectus only. 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 important information. Please read it carefully before investing or sending money. To obtain a copy, please call 800.766.3863 or visit www.rsinvestments.com.

RS Funds are distributed by RS Funds Distributor LLC, member: FINRA, SIPC.

©2015 RS Investment Management Co. LLC

2 www.rsinvestments.com THIS PAGE NOT PART OF YOUR FUND REPORT

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; 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 from January 1, 2015, to June 30, 2015. The following table 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 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 following table. If it were, 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 following table. If it were, 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.

www.rsinvestments.com 3

UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)

Based on Actual Return		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15-6/30/15		Expense Ratio During Period 1/1/15-6/30/15
RS Partners Fund	Class A		$1,000.00		$996.50		$7.18		1.45%
	Class K		$1,000.00		$994.60		$8.95		1.81%
	Class Y		$1,000.00		$997.80		$5.55		1.12%
RS Value Fund	Class A		$1,000.00		$1,026.00		$6.38		1.27%
	Class C		$1,000.00		$1,021.60		$10.38		2.07%
	Class K		$1,000.00		$1,023.80		$8.48		1.69%
	Class Y		$1,000.00		$1,026.80		$5.33		1.06%
RS Large Cap Alpha Fund	Class A		$1,000.00		$1,009.50		$4.53		0.91%
	Class C		$1,000.00		$1,005.40		$8.60		1.73%
	Class K		$1,000.00		$1,007.60		$6.57		1.32%
	Class Y		$1,000.00		$1,010.50		$3.49		0.70%
RS Investors Fund	Class A		$1,000.00		$1,000.00		$6.60		1.33%
	Class C		$1,000.00		$996.70		$10.25		2.07%
	Class K		$1,000.00		$997.60		$9.31		1.88%
	Class Y		$1,000.00		$1,001.50		$5.21		1.05%
RS Global Natural Resources Fund	Class A		$1,000.00		$972.60		$7.19		1.47%
	Class C		$1,000.00		$968.50		$11.13		2.28%
	Class K		$1,000.00		$970.60		$9.04		1.85%
	Class Y		$1,000.00		$973.70		$5.63		1.15%
Based on Hypothetical Return (5% Return Before Expenses)
RS Partners Fund	Class A		$1,000.00		$1,017.60		$7.25		1.45%
	Class K		$1,000.00		$1,015.82		$9.05		1.81%
	Class Y		$1,000.00		$1,019.24		$5.61		1.12%
RS Value Fund	Class A		$1,000.00		$1,018.50		$6.36		1.27%
	Class C		$1,000.00		$1,014.53		$10.34		2.07%
	Class K		$1,000.00		$1,016.41		$8.45		1.69%
	Class Y		$1,000.00		$1,019.54		$5.31		1.06%
RS Large Cap Alpha Fund	Class A		$1,000.00		$1,020.28		$4.56		0.91%
	Class C		$1,000.00		$1,016.22		$8.65		1.73%
	Class K		$1,000.00		$1,018.25		$6.61		1.32%
	Class Y		$1,000.00		$1,021.32		$3.51		0.70%
RS Investors Fund	Class A		$1,000.00		$1,018.20		$6.66		1.33%
	Class C		$1,000.00		$1,014.53		$10.34		2.07%
	Class K		$1,000.00		$1,015.47		$9.39		1.88%
	Class Y		$1,000.00		$1,019.59		$5.26		1.05%
RS Global Natural Resources Fund	Class A		$1,000.00		$1,017.51		$7.35		1.47%
	Class C		$1,000.00		$1,013.49		$11.38		2.28%
	Class K		$1,000.00		$1,015.62		$9.25		1.85%
	Class Y		$1,000.00		$1,019.09		$5.76		1.15%

* 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).

4 www.rsinvestments.com

Financial Information

Six-Month Period Ended June 30, 2015

SCHEDULE OF INVESTMENTS — RS PARTNERS FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 97.1%
Air Transport – 2.6%
Bristow Group, Inc.		707,868	$	37,729,364
				37,729,364
Auto Parts – 4.6%
American Axle & Manufacturing Holdings, Inc.(1)		947,087		19,803,589
Dana Holding Corp.		2,279,793		46,918,140
				66,721,729
Back Office Support, HR and Consulting – 0.6%
Performant Financial Corp.(1)(2)		2,651,545		8,591,006
				8,591,006
Banks: Diversified – 11.5%
Associated Banc-Corp.		2,583,249		52,362,457
First Horizon National Corp.		2,097,617		32,869,658
FirstMerit Corp.		635,024		13,227,550
Hancock Holding Co.		371,643		11,859,128
Renasant Corp.		134,620		4,388,612
Synovus Financial Corp.		1,105,453		34,070,062
UMB Financial Corp.		329,068		18,763,457
				167,540,924
Building Materials – 2.1%
Masonite International Corp.(1)		429,235		30,093,666
				30,093,666
Chemicals: Diversified – 1.9%
Olin Corp.		1,022,951		27,568,529
				27,568,529
Commercial Vehicles & Parts – 1.6%
Navistar International Corp.(1)		1,023,712		23,166,603
				23,166,603
Communications Technology – 0.9%
Plantronics, Inc.		235,799		13,277,842
				13,277,842
Computer Services, Software & Systems – 8.9%
Cadence Design Systems, Inc.(1)		954,140		18,758,393
CommVault Systems, Inc.(1)		1,244,107		52,762,578
DST Systems, Inc.		113,790		14,335,264
IAC/InterActiveCorp		212,630		16,938,106
MicroStrategy, Inc., Class A(1)		110,765		18,838,911
Pegasystems, Inc.		175,980		4,028,182
RealPage, Inc.(1)		185,860		3,544,350
				129,205,784

6 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS PARTNERS FUND

June 30, 2015 (unaudited)	Shares		Value
Containers & Packaging – 3.7%
Sealed Air Corp.		1,054,943	$	54,202,971
				54,202,971
Diversified Manufacturing Operations – 0.9%
TriMas Corp.(1)		434,527		12,861,999
				12,861,999
Diversified Retail – 3.2%
Liberty Ventures, Series A(1)		1,196,720		46,995,194
				46,995,194
Engineering & Contracting Services – 1.2%
MasTec, Inc.(1)		893,950		17,762,787
				17,762,787
Health Care Management Services – 3.3%
Magellan Health, Inc.(1)		676,859		47,427,510
				47,427,510
Health Care Services – 6.1%
Allscripts Healthcare Solutions, Inc.(1)		2,935,585		40,158,803
HMS Holdings Corp.(1)		2,807,287		48,201,118
				88,359,921
Home Building – 1.3%
William Lyon Homes, Class A(1)		752,404		19,314,211
				19,314,211
Household Equipment & Products – 1.7%
Tupperware Brands Corp.		391,321		25,255,857
				25,255,857
Insurance: Life – 5.4%
StanCorp Financial Group, Inc.		477,478		36,102,111
Torchmark Corp.		737,904		42,960,771
				79,062,882
Insurance: Property - Casualty – 8.9%
Endurance Specialty Holdings Ltd.		606,624		39,855,197
Essent Group Ltd.(1)		1,529,223		41,824,249
First American Financial Corp.		1,280,214		47,636,763
				129,316,209
Metal Fabricating – 1.0%
MRC Global, Inc.(1)		973,159		15,025,575
				15,025,575

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 7

SCHEDULE OF INVESTMENTS — RS PARTNERS FUND

June 30, 2015 (unaudited)	Foreign Currency		Shares		Value
Metals & Minerals: Diversified – 0.7%
Materion Corp.				299,525	$	10,558,256
						10,558,256
Office Supplies & Equipment – 0.6%
Avery Dennison Corp.				147,637		8,996,999
						8,996,999
Oil: Crude Producers – 3.8%
Approach Resources, Inc.(1)				1,939,467		13,285,349
Laredo Petroleum, Inc.(1)				1,988,203		25,011,594
Peyto Exploration & Development Corp.		CAD		137,824		3,368,908
Unit Corp.(1)				484,140		13,129,877
						54,795,728
Pharmaceuticals – 0.4%
The Medicines Co.(1)				182,877		5,232,111
						5,232,111
Precious Metals & Minerals – 1.8%
Horsehead Holding Corp.(1)				2,210,908		25,911,842
						25,911,842
Real Estate Investment Trusts – 4.7%
Ares Commercial Real Estate Corp.				867,640		9,882,420
CBL & Associates Properties, Inc.				392,317		6,355,535
Equity Commonwealth(1)				1,378,300		35,380,961
MFA Financial, Inc.				1,377,047		10,176,377
PennyMac Mortgage Investment Trust				327,672		5,711,323
						67,506,616
Real Estate Services – 3.0%
Jones Lang LaSalle, Inc.				258,378		44,182,638
						44,182,638
Scientific Instruments: Pollution Control – 3.7%
Clean Harbors, Inc.(1)				498,973		26,814,809
Waste Connections, Inc.				558,074		26,296,447
						53,111,256
Specialty Retail – 1.7%
FTD Cos., Inc.(1)				861,485		24,285,262
						24,285,262
Textiles, Apparel & Shoes – 0.9%
Tumi Holdings, Inc.(1)				619,233		12,706,661
						12,706,661

8 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS PARTNERS FUND

June 30, 2015 (unaudited)	Shares		Value
Utilities: Gas Distributors – 2.3%
Questar Corp.		1,606,068	$	33,582,882
				33,582,882
Utilities: Miscellaneous – 2.1%
Calpine Corp.(1)		1,706,136		30,693,387
				30,693,387
Total Common Stocks (Cost $1,197,099,387)				1,411,044,201
	Principal Amount		Value
Repurchase Agreements – 3.1%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $44,559,000, due 7/1/2015(3)	$	44,559,000	$	44,559,000
Total Repurchase Agreements (Cost $44,559,000)				44,559,000
Total Investments - 100.2% (Cost $1,241,658,387)				1,455,603,201
Other Liabilities, Net - (0.2)%				(3,381,840	)
Total Net Assets - 100.0%			$	1,452,221,361

⁽¹⁾  Non-income-producing security.

⁽²⁾  Affiliated issuer. See 2d in Notes to Financial Statements.

⁽³⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		4.75%		2/15/2041	$	37,069,038
U.S. Treasury Note		4.25%		11/15/2024		8,382,875

Legend:

Foreign-Denominated Security

CAD – Canadian Dollar

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 9

SCHEDULE OF INVESTMENTS — RS PARTNERS FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,411,044,201	$	—	$	—	$	1,411,044,201
Repurchase Agreements		—		44,559,000		—		44,559,000
Total	$	1,411,044,201	$	44,559,000	$	—	$	1,455,603,201

10 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS VALUE FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 96.7%
Advertising Agencies – 2.1%
Nielsen N.V.		632,855	$	28,332,918
				28,332,918
Auto Parts – 0.7%
Dana Holding Corp.		451,340		9,288,577
				9,288,577
Banks: Diversified – 6.5%
Comerica, Inc.		400,800		20,569,056
KeyCorp		850,761		12,778,430
Zions Bancorporation		1,687,850		53,563,920
				86,911,406
Building Materials – 1.8%
Owens Corning		586,323		24,185,824
				24,185,824
Chemicals: Diversified – 2.7%
Axiall Corp.		569,265		20,522,003
Eastman Chemical Co.		191,770		15,690,622
				36,212,625
Commercial Vehicles & Parts – 2.6%
Allison Transmission Holdings, Inc.		458,940		13,428,584
Navistar International Corp.(1)		933,260		21,119,674
				34,548,258
Computer Services, Software & Systems – 9.8%
Cadence Design Systems, Inc.(1)		1,463,078		28,764,113
Check Point Software Technologies Ltd.(1)		210,100		16,713,455
DST Systems, Inc.		110,140		13,875,437
IAC/InterActiveCorp		351,680		28,014,829
Rackspace Hosting, Inc.(1)		254,825		9,476,942
Synopsys, Inc.(1)		538,470		27,273,506
TransUnion(1)		278,050		6,979,055
				131,097,337
Containers & Packaging – 3.8%
Crown Holdings, Inc.(1)		502,239		26,573,465
Sealed Air Corp.		476,781		24,497,008
				51,070,473
Diversified Financial Services – 1.8%
Raymond James Financial, Inc.		405,374		24,152,183
				24,152,183

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 11

SCHEDULE OF INVESTMENTS — RS VALUE FUND

June 30, 2015 (unaudited)	Shares		Value
Diversified Media – 4.8%
Liberty Broadband Corp., Class C(1)		628,827	$	32,170,789
Liberty Media Corp., Class C(1)		897,483		32,219,640
				64,390,429
Diversified Retail – 6.0%
Liberty Interactive Corp. QVC Group, Class A(1)		2,373,650		65,868,787
Liberty Ventures, Series A(1)		356,991		14,019,037
				79,887,824
Drug & Grocery Store Chains – 2.0%
GNC Holdings, Inc., Class A		614,173		27,318,415
				27,318,415
Financial Data & Systems – 1.6%
Fidelity National Information Services, Inc.		344,232		21,273,538
				21,273,538
Foods – 0.6%
Pinnacle Foods, Inc.		166,090		7,563,739
				7,563,739
Gas Pipeline – 2.5%
Kinder Morgan, Inc.		881,464		33,839,403
				33,839,403
Health Care Services – 1.0%
HMS Holdings Corp.(1)		744,300		12,779,631
				12,779,631
Home Building – 1.9%
NVR, Inc.(1)		19,187		25,710,580
				25,710,580
Insurance: Multi-Line – 3.2%
Assurant, Inc.		208,690		13,982,230
Reinsurance Group of America, Inc.		149,046		14,139,994
Voya Financial, Inc.		324,035		15,057,906
				43,180,130
Insurance: Property - Casualty – 8.5%
FNF Group		1,099,660		40,676,424
The Progressive Corp.		1,012,480		28,177,318
XL Group PLC		1,215,231		45,206,593
				114,060,335
Medical Equipment – 1.2%
Intuitive Surgical, Inc.(1)		33,831		16,391,119
				16,391,119

12 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS VALUE FUND

June 30, 2015 (unaudited)	Shares		Value
Oil: Crude Producers – 5.0%
Concho Resources, Inc.(1)		124,677	$	14,195,723
Laredo Petroleum, Inc.(1)		1,626,045		20,455,646
Rosetta Resources, Inc.(1)		842,737		19,500,934
Unit Corp.(1)		464,515		12,597,647
				66,749,950
Oil Well Equipment & Services – 0.9%
Rowan Companies PLC, Class A		584,728		12,343,608
				12,343,608
Pharmaceuticals – 6.9%
Allergan PLC(1)		133,432		40,491,275
Cardinal Health, Inc.		272,614		22,804,161
Endo International PLC(1)		358,037		28,517,647
				91,813,083
Real Estate Investment Trusts – 6.3%
American Campus Communities, Inc.		490,479		18,486,154
Equity Commonwealth(1)		1,120,050		28,751,683
Iron Mountain, Inc.		1,172,958		36,361,698
				83,599,535
Real Estate Services – 1.5%
CBRE Group, Inc., Class A(1)		549,119		20,317,403
				20,317,403
Scientific Instruments: Pollution Control – 3.4%
Clean Harbors, Inc.(1)		849,307		45,641,758
				45,641,758
Semiconductors & Components – 0.7%
Atmel Corp.		961,270		9,473,316
				9,473,316
Utilities: Electrical – 3.4%
NRG Energy, Inc.		1,990,920		45,552,250
				45,552,250
Utilities: Gas Distributors – 1.7%
Questar Corp.		1,051,192		21,980,425
				21,980,425
Utilities: Miscellaneous – 1.8%
Calpine Corp.(1)		1,303,812		23,455,578
				23,455,578
Total Common Stocks (Cost $1,095,578,937)				1,293,121,650

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 13

SCHEDULE OF INVESTMENTS — RS VALUE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Repurchase Agreements – 3.3%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $44,908,000, due 7/1/2015(2)	$	44,908,000	$	44,908,000
Total Repurchase Agreements (Cost $44,908,000)				44,908,000
Total Investments - 100.0% (Cost $1,140,486,937)				1,338,029,650
Other Liabilities, Net - 0.0%				(306,182	)
Total Net Assets - 100.0%			$	1,337,723,468

⁽¹⁾  Non-income-producing security.

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		4.75%		2/15/2041	$	21,320,925
U.S. Treasury Bond		3.75%		11/15/2043		24,489,300

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,293,121,650	$	—	$	—	$	1,293,121,650
Repurchase Agreements		—		44,908,000		—		44,908,000
Total	$	1,293,121,650	$	44,908,000	$	—	$	1,338,029,650

14 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS LARGE CAP ALPHA FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 98.7%
Asset Management & Custodian – 5.0%
Franklin Resources, Inc.		399,100	$	19,567,873
State Street Corp.		192,213		14,800,401
				34,368,274
Automobiles – 3.2%
General Motors Co.		658,330		21,942,139
				21,942,139
Banks: Diversified – 9.5%
Citizens Financial Group, Inc.		824,170		22,508,083
The PNC Financial Services Group, Inc.		209,000		19,990,850
Wells Fargo & Co.		409,700		23,041,528
				65,540,461
Chemicals: Specialty – 2.1%
Praxair, Inc.		121,189		14,488,145
				14,488,145
Computer Services, Software & Systems – 10.5%
Google, Inc., Class A(1)		59,184		31,961,727
Microsoft Corp.		715,600		31,593,740
Oracle Corp.		228,800		9,220,640
				72,776,107
Diversified Financial Services – 7.1%
Citigroup, Inc.		411,800		22,747,832
JPMorgan Chase & Co.		391,540		26,530,750
				49,278,582
Diversified Media – 4.2%
Twenty-First Century Fox, Inc., Class A		898,575		29,244,123
				29,244,123
Diversified Retail – 8.8%
Dollar General Corp.		312,800		24,317,072
Liberty Interactive Corp. QVC Group, Class A(1)		1,322,521		36,699,958
				61,017,030
Drug & Grocery Store Chains – 4.0%
CVS Health Corp.		261,205		27,395,180
				27,395,180
Foods – 2.1%
Mondelez International, Inc., Class A		349,850		14,392,829
				14,392,829
Gas Pipeline – 3.1%
Kinder Morgan, Inc.		564,228		21,660,713
				21,660,713

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 15

SCHEDULE OF INVESTMENTS — RS LARGE CAP ALPHA FUND

June 30, 2015 (unaudited)	Shares		Value
Health Care Management Services – 2.8%
UnitedHealth Group, Inc.		161,075	$	19,651,150
				19,651,150
Home Building – 2.1%
D.R. Horton, Inc.		528,600		14,462,496
				14,462,496
Insurance: Life – 1.8%
Prudential Financial, Inc.		139,930		12,246,674
				12,246,674
Insurance: Multi-Line – 0.6%
American International Group, Inc.		71,000		4,389,220
				4,389,220
Insurance: Property - Casualty – 4.1%
FNF Group		337,980		12,501,880
The Progressive Corp.		555,390		15,456,504
				27,958,384
Machinery: Engines – 2.1%
Cummins, Inc.		110,170		14,453,202
				14,453,202
Oil: Crude Producers – 1.8%
Concho Resources, Inc.(1)		52,298		5,954,651
Noble Energy, Inc.		156,790		6,691,797
				12,646,448
Oil: Integrated – 6.6%
Chevron Corp.		319,785		30,849,659
Marathon Oil Corp.		556,600		14,772,164
				45,621,823
Pharmaceuticals – 10.4%
Allergan PLC(1)		84,681		25,697,296
Bristol-Myers Squibb Co.		134,970		8,980,904
Merck & Co., Inc.		287,354		16,359,063
Pfizer, Inc.		619,265		20,763,956
				71,801,219
Radio & TV Broadcasters – 2.0%
Sirius XM Holdings, Inc.(1)		3,751,900		13,994,587
				13,994,587
Restaurants – 2.1%
McDonald’s Corp.		151,600		14,412,612
				14,412,612

16 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LARGE CAP ALPHA FUND

June 30, 2015 (unaudited)	Shares		Value
Utilities: Electrical – 2.7%
NRG Energy, Inc.		814,090	$	18,626,379
				18,626,379
Total Common Stocks (Cost $565,749,005)				682,367,777
	Principal Amount		Value
Repurchase Agreements – 1.3%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $9,414,000, due 7/1/2015(2)	$	9,414,000		9,414,000
Total Repurchase Agreements (Cost $9,414,000)				9,414,000
Total Investments - 100.0% (Cost $575,163,005)				691,781,777
Other Liabilities, Net - 0.0%				(205,249	)
Total Net Assets - 100.0%			$	691,576,528

⁽¹⁾  Non-income-producing security.

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	9,606,300

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	682,367,777	$	—	$	—	$	682,367,777
Repurchase Agreements		—		9,414,000		—		9,414,000
Total	$	682,367,777	$	9,414,000	$	—	$	691,781,777

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 17

SCHEDULE OF INVESTMENTS — RS INVESTORS FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 98.9%
Auto Parts – 3.4%
Dana Holding Corp.		313,553	$	6,452,921
				6,452,921
Banks: Diversified – 3.3%
First Horizon National Corp.		407,400		6,383,958
				6,383,958
Computer Services, Software & Systems – 15.2%
Cadence Design Systems, Inc.(1)		274,768		5,401,939
CommVault Systems, Inc.(1)		199,340		8,454,009
Google, Inc., Class A(1)		15,622		8,436,505
Microsoft Corp.		152,070		6,713,890
				29,006,343
Containers & Packaging – 3.2%
Sealed Air Corp.		118,050		6,065,409
				6,065,409
Diversified Financial Services – 3.5%
JPMorgan Chase & Co.		99,890		6,768,546
				6,768,546
Diversified Media – 4.8%
Twenty-First Century Fox, Inc., Class A		278,960		9,078,753
				9,078,753
Diversified Retail – 14.2%
Dollar General Corp.		96,300		7,486,362
Liberty Interactive Corp. QVC Group, Class A(1)		425,670		11,812,343
Liberty Ventures, Series A(1)		198,709		7,803,302
				27,102,007
Financial Data & Systems – 3.4%
Fidelity National Information Services, Inc.		103,630		6,404,334
				6,404,334
Health Care Management Services – 3.4%
Magellan Health, Inc.(1)		92,110		6,454,148
				6,454,148
Health Care Services – 6.6%
Allscripts Healthcare Solutions, Inc.(1)		412,154		5,638,267
HMS Holdings Corp.(1)		401,612		6,895,678
				12,533,945
Insurance: Property - Casualty – 10.5%
FNF Group		269,820		9,980,642
XL Group PLC		267,890		9,965,508
				19,946,150

18 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTORS FUND

June 30, 2015 (unaudited)	Shares		Value
Oil: Integrated – 4.7%
Chevron Corp.		93,025	$	8,974,122
				8,974,122
Pharmaceuticals – 7.8%
Allergan PLC(1)		29,173		8,852,839
Pfizer, Inc.		180,710		6,059,206
				14,912,045
Real Estate Investment Trusts – 6.3%
Equity Commonwealth(1)		232,500		5,968,275
Iron Mountain, Inc.		195,921		6,073,551
				12,041,826
Scientific Instruments: Pollution Control – 4.4%
Clean Harbors, Inc.(1)		155,023		8,330,936
				8,330,936
Utilities: Electrical – 4.2%
NRG Energy, Inc.		350,030		8,008,686
				8,008,686
Total Common Stocks (Cost $171,072,056)				188,464,129
	Principal Amount		Value
Repurchase Agreements – 1.3%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $2,463,000, due 7/1/2015(2)	$	2,463,000		2,463,000
Total Repurchase Agreements (Cost $2,463,000)				2,463,000
Total Investments - 100.2% (Cost $173,535,056)				190,927,129
Other Liabilities, Net - (0.2)%				(463,801	)
Total Net Assets - 100.0%			$	190,463,328

⁽¹⁾  Non-income-producing security.

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	2,514,325

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 19

SCHEDULE OF INVESTMENTS — RS INVESTORS FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	188,464,129	$	—	$	—	$	188,464,129
Repurchase Agreements		—		2,463,000		—		2,463,000
Total	$	188,464,129	$	2,463,000	$	—	$	190,927,129

20 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS GLOBAL NATURAL RESOURCES FUND

June 30, 2015 (unaudited)	Foreign Currency		Shares		Value
Common Stocks – 95.0%
Chemicals: Diversified – 4.8%
Sociedad Quimica y Minera de Chile S.A., ADR				9,117,188	$	146,057,352
						146,057,352
Copper – 10.8%
First Quantum Minerals Ltd.		CAD		18,617,342		243,411,685
HudBay Minerals, Inc.				8,371,325		69,733,137
Taseko Mines Ltd. (1)(2)				22,691,678		12,541,691
						325,686,513
Fertilizers – 3.6%
The Mosaic Co.				2,330,851		109,200,369
						109,200,369
Gold – 3.0%
Goldcorp, Inc.				5,497,173		89,054,203
						89,054,203
Metals & Minerals: Diversified – 18.5%
Iluka Resources Ltd.(1)		AUD		21,860,939		129,537,109
Mineral Resources Ltd.(1)		AUD		13,326,434		67,861,282
Turquoise Hill Resources Ltd.(2)				94,974,601		359,953,738
						557,352,129
Oil: Crude Producers – 54.3%
Antero Resources Corp.(2)				4,201,163		144,267,937
Cabot Oil & Gas Corp.				4,678,264		147,552,447
Concho Resources, Inc.(2)				326,181		37,138,969
Denbury Resources, Inc.				9,895,536		62,935,609
EOG Resources, Inc.				1,205,060		105,503,003
Kosmos Energy Ltd.(2)				13,307,484		112,182,090
Laredo Petroleum, Inc.(1)(2)				12,198,882		153,461,936
Noble Energy, Inc.				3,012,965		128,593,346
Ophir Energy PLC(1)(2)		GBP		37,863,431		67,345,976
Painted Pony Petroleum Ltd.(2)		CAD		4,716,013		30,055,615
Peyto Exploration & Development Corp.		CAD		5,178,979		126,592,657
Range Resources Corp.				2,984,954		147,397,029
Rosetta Resources, Inc.(1)(2)				5,729,295		132,575,886
Southwestern Energy Co.(2)				5,105,098		116,038,878
Tourmaline Oil Corp.(2)		CAD		4,094,820		123,008,524
						1,634,649,902
Total Common Stocks (Cost $3,726,452,118)						2,862,000,468

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 21

SCHEDULE OF INVESTMENTS — RS GLOBAL NATURAL RESOURCES FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Repurchase Agreements – 4.7%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $141,418,000, due 7/1/2015(3)	$	141,418,000	$	141,418,000
Total Repurchase Agreements (Cost $141,418,000)				141,418,000
Total Investments - 99.7% (Cost $3,867,870,118)				3,003,418,468
Other Assets, Net - 0.3%				9,715,254
Total Net Assets - 100.0%			$	3,013,133,722

⁽¹⁾  Affiliated issuer. See 2d in Notes to Financial Statements.

⁽²⁾  Non-income-producing security.

⁽³⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	144,246,713

Legend:

ADR – American Depositary Receipt.

Foreign-Denominated Security

AUD – Australian Dollar

CAD – Canadian Dollar

GBP – Great British Pound

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation  Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Common Stocks	$	2,862,000,468	$	—	$	—	$	2,862,000,468
Repurchase Agreements		—		141,418,000		—		141,418,000
Total	$	2,862,000,468	$	141,418,000	$	—	$	3,003,418,468

22 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

This Page Intentionally Left Blank

www.rsinvestments.com 23

FINANCIAL INFORMATION

Statements of Assets and Liabilities As of June 30, 2015 (unaudited)	RS Partners
Assets
Investments in unaffiliated issuers, at value	$	1,447,012,195
Investments in affiliated issuers, at value		8,591,006
Investments in securities, at value		1,455,603,201
Cash		—
Foreign currency, at value		—
Receivable for investments sold		6,119,314
Dividends receivable		1,352,223
Receivable for fund shares subscribed		332,050
Prepaid expenses		62,116
Total Assets		1,463,468,904
Liabilities
Payable for investments purchased		5,593,599
Payable for fund shares redeemed		3,451,101
Payable to adviser		1,223,022
Payable to custodian		136,804
Accrued trustees’ fees		25,431
Payable to distributor		23,974
Accrued expenses/other liabilities		793,612
Total Liabilities		11,247,543
Total Net Assets	$	1,452,221,361
Net Assets Consist of:
Paid-in capital	$	1,215,598,738
Accumulated net investment income/(loss)		(1,229,614	)
Accumulated net realized gain/(loss) from investments, foreign currency transactions and in-kind redemptions		23,907,532
Net unrealized appreciation/(depreciation) on investments and translation of assets and liabilities in foreign currencies		213,944,705
Total Net Assets	$	1,452,221,361
Investments in Unaffiliated Issuers, at Cost	$	1,218,667,329
Investments in Affiliated Issuers, at Cost	$	22,991,058
Foreign Currency, at Cost	$	—
Pricing of Shares
Net Assets:
Class A	$	672,871,410
Class C		—
Class K		3,874,139
Class Y		775,475,812
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		21,727,962
Class C		—
Class K		131,056
Class Y		24,324,714
Net Asset Value Per Share:
Class A	$	30.97
Class C		—
Class K		29.56
Class Y		31.88
Sales Charge Class A (Load)		4.75	%
Maximum Offering Price Per Class A Share	$	32.51

24 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Value			RS Large Cap Alpha			RS Investors			RS Global Natural Resources
$	1,338,029,650		$	691,781,777		$	190,927,129		$	2,440,094,588
	—			—			—			563,323,880
	1,338,029,650			691,781,777			190,927,129			3,003,418,468
	48,379			—			31,484			—
	—			—			—			9
	—			—			—			24,928,413
	469,458			375,820			45,630			387,697
	1,800,575			587,064			195,534			7,400,513
	83,469			46,488			35,871			106,209
	1,340,431,531			692,791,149			191,235,648			3,036,241,309
	—			—			—			1,265,072
	1,373,230			606,723			541,233			17,713,723
	937,683			290,701			130,631			2,694,580
	—			16,543			—			231,813
	19,403			10,565			3,359			56,228
	19,231			27,327			6,213			29,412
	358,516			262,762			90,884			1,116,759
	2,708,063			1,214,621			772,320			23,107,587
$	1,337,723,468		$	691,576,528		$	190,463,328		$	3,013,133,722
$	1,041,630,701		$	497,550,503		$	186,583,628		$	4,157,894,179
	372,512			3,367,299			(89,294	)		(6,414,167	)
	98,177,542			74,039,954			(13,423,079	)		(273,890,546	)
	197,542,713			116,618,772			17,392,073			(864,455,744	)
$	1,337,723,468		$	691,576,528		$	190,463,328		$	3,013,133,722
$	1,140,486,937		$	575,163,005		$	173,535,056		$	2,858,729,495
$	—		$	—		$	—		$	1,009,140,623
$	—		$	—		$	—		$	9
$	421,370,242		$	606,663,704		$	54,562,213		$	600,481,222
	29,911,444			35,494,559			29,285,534			55,617,605
	4,167,369			13,958,518			1,960,121			5,672,611
	882,274,413			35,459,747			104,655,460			2,351,362,284
	12,431,319			10,142,409			4,211,674			24,889,310
	928,315			654,239			2,396,735			2,478,768
	126,065			234,220			159,788			245,335
	25,855,558			594,004			8,006,699			94,759,255
$	33.90		$	59.81		$	12.95		$	24.13
	32.22			54.25			12.22			22.44
	33.06			59.60			12.27			23.12
	34.12			59.70			13.07			24.81
	4.75	%		4.75	%		4.75	%		4.75	%
$	35.59		$	62.79		$	13.60		$	25.33

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 25

FINANCIAL INFORMATION

Statements of Operations For the Six-Month Period Ended June 30, 2015 (unaudited)	RS Partners
Investment Income
Dividends	$	8,776,513
Dividends from affiliated issuers		—
Interest		142
Withholding taxes on foreign dividends		(50,624	)
Total Investment Income		8,726,031
Expenses
Investment advisory fees		7,795,131
Transfer agent fees		1,119,955
Distribution fees		930,611
Professional fees		122,684
Shareholder reports		85,815
Administrative service fees		64,687
Trustees’ fees		51,126
Custodian fees		48,814
Registration fees		28,042
Insurance expense		26,755
Other expenses		22,951
Total Expenses		10,296,571
Less: Fee waiver by adviser		(340,926	)
Total Expenses, Net		9,955,645
Net Investment Income/(Loss)		(1,229,614	)
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments, Foreign Currency Transactions and In-kind Redemptions
Net realized gain/(loss) from investments		29,168,777
Net realized loss from investments in affiliated issuers		(171,959	)
Net realized loss from foreign currency transactions		(37,278	)
Net realized gain from in-kind redemptions		—
Net change in unrealized appreciation/depreciation on investments		(22,150,144	)
Net change in unrealized appreciation/depreciation on investments in affiliated issuers		(12,427,158	)
Net change in unrealized appreciation/depreciation on translation of assets and liabilities in foreign currencies		(265	)
Net Gain/(Loss) on Investments, Foreign Currency Transactions and In-kind Redemptions		(5,618,027	)
Net Increase/(Decrease) in Net Assets Resulting from Operations	$	(6,847,641	)

26 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Value			RS Large Cap Alpha			RS Investors			RS Global Natural Resources
$	8,008,951		$	6,519,806		$	1,286,026		$	10,929,801
	—			—			—			2,962,363
	—			—			—			—
	(42,696	)		—			(3,081	)		(1,006,307	)
	7,966,255			6,519,806			1,282,945			12,885,857
	5,594,237			1,776,651			1,064,359			15,608,928
	1,056,541			379,722			147,723			1,717,265
	706,864			997,603			237,919			1,119,113
	96,662			59,256			30,778			222,372
	69,757			25,681			9,648			141,486
	50,190			28,696			9,813			125,373
	39,823			22,331			6,997			101,177
	35,971			27,214			18,174			116,682
	41,608			31,445			35,680			48,880
	15,376			9,856			1,802			57,183
	15,968			9,468			3,346			52,798
	7,722,997			3,367,923			1,566,239			19,311,257
	(129,254	)		—			(196,522	)		(13,150	)
	7,593,743			3,367,923			1,369,717			19,298,107
	372,512			3,151,883			(86,772	)		(6,412,250	)
	73,107,150			41,647,553			(5,275,274	)		3,321,266
	—			—			—			(3,264,951	)
	—			—			(1,919	)		(33,579	)
	—			—			—			1,862,076
	(42,495,669	)		(42,301,603	)		5,663,058			(50,421,334	)
	—			—			—			(24,239,065	)
	—			—			(25	)		(6,542	)
	30,611,481			(654,050	)		385,840			(72,782,129	)
$	30,983,993		$	2,497,833		$	299,068		$	(79,194,379	)

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 27

FINANCIAL INFORMATION

Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited	RS Partners
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment income/(loss)	$	(1,229,614	)	$	(3,669,969	)
Net realized gain from investments and foreign currency transactions		28,959,540			383,728,914
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities in foreign currencies		(34,577,567	)		(457,566,876	)
Net Increase/(Decrease) in Net Assets Resulting from Operations		(6,847,641	)		(77,507,931	)
Distributions to Shareholders
Net investment income
Class A		—			—
Class C		—			—
Class K		—			—
Class Y		—			—
Net realized gain on investments
Class A		—			(161,856,174	)
Class C		—			—
Class K		—			(846,972	)
Class Y		—			(176,090,672	)
Total Distributions		—			(338,793,818	)
Capital Share Transactions
Proceeds from sales of shares		83,514,535			475,518,463
Reinvestment of distributions		—			329,290,295
Cost of shares redeemed		(359,707,464	)		(825,007,282	)
Cost of shares redeemed in-kind		—			(138,910,943	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(276,192,929	)		(159,109,467	)
Net Increase/(Decrease) in Net Assets		(283,040,570	)		(575,411,216	)
Net Assets
Beginning of period		1,735,261,931			2,310,673,147
End of period	$	1,452,221,361		$	1,735,261,931
Accumulated Undistributed Net Investment Income/(Loss) Included in Net Assets	$	(1,229,614	)	$	—
Other Information:
Shares
Sold		2,675,086			11,921,028
Reinvested		—			10,617,584
Redeemed		(11,536,024	)		(21,234,629	)
Redeemed in-kind		—			(3,443,292	)
Net Increase/(Decrease)		(8,860,938	)		(2,139,309	)

28 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Value						RS Large Cap Alpha
For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
$	372,512		$	11,359,059		$	3,151,883		$	7,623,591
	73,107,150			216,210,571			41,647,553			125,206,498
	(42,495,669	)		(83,405,281	)		(42,301,603	)		(27,604,155	)
	30,983,993			144,164,349			2,497,833			105,225,934
	—			(4,068,377	)		—			(5,212,174	)
	—			(113,183	)		—			(63,919	)
	—			(31,175	)		—			(69,893	)
	—			(10,774,202	)		—			(2,043,742	)
	—			(60,777,666	)		—			(66,219,711	)
	—			(4,492,092	)		—			(4,256,029	)
	—			(612,247	)		—			(1,743,700	)
	—			(112,929,517	)		—			(19,906,901	)
	—			(193,798,459	)		—			(99,516,069	)
	198,824,464			329,646,664			21,590,208			72,459,987
	—			187,916,999			—			95,652,762
	(180,626,006	)		(499,816,537	)		(206,341,105	)		(145,652,514	)
	—			—			—			—
	18,198,458			17,747,126			(184,750,897	)		22,460,235
	49,182,451			(31,886,984	)		(182,253,064	)		28,170,100
	1,288,541,017			1,320,428,001			873,829,592			845,659,492
$	1,337,723,468		$	1,288,541,017		$	691,576,528		$	873,829,592
$	372,512		$	—		$	3,367,299		$	215,416
	5,746,732			8,930,299			366,482			1,183,311
	—			5,752,188			—			1,631,771
	(5,307,039	)		(13,682,307	)		(3,560,098	)		(2,372,305	)
	—			—			—			—
	439,693			1,000,180			(3,193,616	)		442,777

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 29

FINANCIAL INFORMATION

Statements of Changes in Net Assets (continued) Six-Months-Ended Numbers are unaudited	RS Investors
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment income/(loss)	$	(86,772	)	$	2,618,324
Net realized gain/(loss) from investments, foreign currency transactions and in-kind redemptions		(5,277,193	)		1,422,573
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities in foreign currencies		5,663,033			2,423,868
Net Increase/(Decrease) in Net Assets Resulting from Operations		299,068			6,464,765
Distributions to Shareholders
Net investment income
Class A		—			(620,581	)
Class C		—			(181,578	)
Class K		—			(15,605	)
Class Y		—			(1,796,849	)
Net realized gain on investments
Class A		—			(2,567,017	)
Class C		—			(1,270,050	)
Class K		—			(81,496	)
Class Y		—			(5,372,611	)
Total Distributions		—			(11,905,787	)
Capital Share Transactions
Proceeds from sales of shares		22,311,045			243,598,882
Reinvestment of distributions		—			7,560,089
Cost of shares redeemed		(76,030,089	)		(115,837,384	)
Cost of shares redeemed in-kind		—			—
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(53,719,044	)		135,321,587
Net Increase/(Decrease) in Net Assets		(53,419,976	)		129,880,565
Net Assets
Beginning of period		243,883,304			114,002,739
End of period	$	190,463,328		$	243,883,304
Distributions in Excess of Net Investment Income Included in Net Assets	$	—		$	(2,522	)
Accumulated Undistributed Net Investment Loss Included in Net Assets	$	(89,294	)	$	—
Other Information:
Shares
Sold		1,729,888			18,230,327
Reinvested		—			595,492
Redeemed		(5,853,226	)		(8,667,673	)
Redeemed in-kind		—			—
Net Increase/(Decrease)		(4,123,338	)		10,158,146

30 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Global Natural Resources
For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
$	(6,412,250	)	$	6,148,862
	1,884,812			(131,696,047	)
	(74,666,941	)		(894,257,964	)
	(79,194,379	)		(1,019,805,149	)
	—			(321,500	)
	—			(34,998	)
	—			(2,471	)
	—			(1,070,690	)
	—			(53,670,914	)
	—			(5,842,539	)
	—			(412,466	)
	—			(178,739,897	)
	—			(240,095,475	)
	789,496,763			1,354,014,298
	—			221,041,107
	(571,200,875	)		(2,106,598,978	)
	(44,647,225	)		(77,376,760	)
	173,648,663			(608,920,333	)
	94,454,284			(1,868,820,957	)
	2,918,679,438			4,787,500,395
$	3,013,133,722		$	2,918,679,438
$	—		$	(1,917	)
$	(6,414,167	)	$	—
	31,251,103			39,224,159
	—			8,800,146
	(22,465,814	)		(65,412,182	)
	(1,879,092	)		(2,054,233	)
	6,906,197			(19,442,110	)

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 31

FINANCIAL INFORMATION

The Financial Highlights table is intended to help you understand each Fund’s financial performance for the past six reporting periods. 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 distributions).

Financial Highlights Six-Months-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
RS Partners Fund
Class A
Six Months Ended 6/30/151	$	31.08	$	(0.05	)2	$	(0.06	)	$	(0.11	)	$	—		$	—
Year Ended 12/31/14		40.09		(0.14	)2		(1.52	)		(1.66	)		—			(7.35	)
Year Ended 12/31/13		31.93		(0.15	)		13.48			13.33			—			(5.17	)
Year Ended 12/31/12		29.28		(0.09	)		5.74			5.65			—			(3.00	)
Year Ended 12/31/11		33.09		(0.27	)		(2.28	)		(2.55	)		—			(1.26	)
Year Ended 12/31/10		25.86		(0.33	)		7.56			7.23			—			—
Class K
Six Months Ended 6/30/151	$	29.72	$	(0.10	)2	$	(0.06	)	$	(0.16	)	$	—		$	—
Year Ended 12/31/14		38.82		(0.25	)2		(1.50	)		(1.75	)		—			(7.35	)
Year Ended 12/31/13		31.14		(0.18	)		13.03			12.85			—			(5.17	)
Year Ended 12/31/12		28.75		(0.39	)		5.78			5.39			—			(3.00	)
Year Ended 12/31/11		32.67		(0.51	)		(2.15	)		(2.66	)		—			(1.26	)
Year Ended 12/31/10		25.66		(1.21	)		8.22			7.01			—			—
Class Y
Six Months Ended 6/30/151	$	31.95	$	—	2,5	$	(0.07	)	$	(0.07	)	$	—		$	—
Year Ended 12/31/14		40.86		0.01	2		(1.57	)		(1.56	)		—			(7.35	)
Year Ended 12/31/13		32.38		(0.06	)		13.75			13.69			(0.04	)		(5.17	)
Year Ended 12/31/12		29.58		0.02			5.78			5.80			—			(3.00	)
Year Ended 12/31/11		33.31		(0.16	)		(2.31	)		(2.47	)		—			(1.26	)
Year Ended 12/31/10		25.95		(0.21	)		7.57			7.36			—			—

See notes to Financial Highlights on pages 40-41.

32 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average  Net Assets4			Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	30.97		(0.35)%	$	672,871		1.45%		1.47%		(0.33)%			(0.35)%		16%
	(7.35)		31.08		(3.85)%		827,108		1.45%		1.55%		(0.35)%			(0.45)%		47%
	(5.17)		40.09		42.15%		1,335,819		1.45%		1.51%		(0.39)%			(0.45)%		49%
	(3.00)		31.93		19.39%		1,137,349		1.45%		1.48%		(0.21)%			(0.24)%		39%
	(1.26)		29.28		(7.59)%		1,290,313		1.47%		1.47%		(0.77)%			(0.77)%		40%
	—		33.09		27.96%		1,675,852		1.49%		1.50%		(1.07)%			(1.08)%		61%
$	—	$	29.56		(0.54)%	$	3,874		1.81%		1.87%		(0.69)%			(0.75)%		16%
	(7.35)		29.72		(4.21)%		4,321		1.80%		1.88%		(0.66)%			(0.74)%		47%
	(5.17)		38.82		41.68%		4,920		1.79%		1.85%		(0.73)%			(0.79)%		49%
	(3.00)		31.14		18.84%		3,770		1.90%		1.93%		(0.65)%			(0.68)%		39%
	(1.26)		28.75		(8.03)%		3,976		1.96%		1.96%		(1.25)%			(1.25)%		40%
	—		32.67		27.32%		4,905		1.86%		1.87%		(1.44)%			(1.45)%		61%
$	—	$	31.88		(0.22)%	$	775,476		1.12%		1.18%		—%	6		(0.06)%		16%
	(7.35)		31.95		(3.53)%		903,833		1.11%		1.18%		0.04%			(0.03)%		47%
	(5.21)		40.86		42.68%		969,934		1.11%		1.17%		(0.04)%			(0.10)%		49%
	(3.00)		32.38		19.70%		619,450		1.16%		1.19%		0.13%			0.10%		39%
	(1.26)		29.58		(7.30)%		507,063		1.18%		1.18%		(0.47)%			(0.47)%		40%
	—		33.31		28.36%		538,428		1.13%		1.14%		(0.71)%			(0.72)%		61%

See notes to Financial Highlights on pages 40-41.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 33

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-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
RS Value Fund
Class A
Six Months Ended 6/30/151	$	33.04	$	(0.01	)2	$	0.87		$	0.86		$	—		$	—
Year Ended 12/31/14		34.76		0.25	2		3.71			3.96			(0.36	)		(5.32	)
Year Ended 12/31/13		25.93		(0.07	)		9.82			9.75			(0.06	)		(0.86	)
Year Ended 12/31/12		23.04		0.26			2.92			3.18			(0.29	)		—
Year Ended 12/31/11		25.91		(0.14	)		(2.73	)		(2.87	)		—			—
Year Ended 12/31/10		20.65		(0.13	)		5.39			5.26			—			—
Class C
Six Months Ended 6/30/151	$	31.54	$	(0.14	)2	$	0.82		$	0.68		$	—		$	—
Year Ended 12/31/14		33.47		—	2,5		3.52			3.52			(0.13	)		(5.32	)
Year Ended 12/31/13		25.13		(0.35	)		9.55			9.20			—			(0.86	)
Year Ended 12/31/12		22.35		(0.04	)		2.94			2.90			(0.12	)		—
Year Ended 12/31/11		25.33		(0.27	)		(2.71	)		(2.98	)		—			—
Year Ended 12/31/10		20.33		(0.21	)		5.21			5.00			—			—
Class K
Six Months Ended 6/30/151	$	32.29	$	(0.08	)2	$	0.85		$	0.77		$	—		$	—
Year Ended 12/31/14		34.15		0.13	2		3.60			3.73			(0.27	)		(5.32	)
Year Ended 12/31/13		25.54		(0.31	)		9.78			9.47			—			(0.86	)
Year Ended 12/31/12		22.73		0.21			2.83			3.04			(0.23	)		—
Year Ended 12/31/11		25.66		(0.16	)		(2.77	)		(2.93	)		—			—
Year Ended 12/31/10		20.53		(0.13	)		5.26			5.13			—			—
Class Y
Six Months Ended 6/30/151	$	33.23	$	0.03	2	$	0.86		$	0.89		$	—		$	—
Year Ended 12/31/14		34.99		0.38	2		3.69			4.07			(0.51	)		(5.32	)
Year Ended 12/31/13		26.09		0.02			9.88			9.90			(0.14	)		(0.86	)
Year Ended 12/31/12		23.19		0.43			2.84			3.27			(0.37	)		—
Year Ended 12/31/11		26.01		(0.02	)		(2.80	)		(2.82	)		—			—
Year Ended 12/31/10		20.66		(0.05	)		5.40			5.35			—			—

See notes to Financial Highlights on pages 40-41.

34 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average  Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	33.90		2.60%		$	421,370		1.27%		1.27%		(0.05)%		(0.05)%		26%
	(5.68)		33.04		11.60%			432,082		1.29%		1.35%		0.71%		0.65%		56%
	(0.92)		34.76		37.68%			642,364		1.28%		1.35%		(0.17)%		(0.24)%		48%
	(0.29)		25.93		13.83%			584,056		1.28%		1.37%		0.94%		0.85%		58%
	—		23.04		(11.08)%			805,042		1.28%		1.31%		(0.35)%		(0.38)%		40%
	—		25.91		25.47%			1,484,732		1.28%		1.38%		(0.49)%		(0.59)%		51%
$	—	$	32.22		2.16%		$	29,912		2.07%		2.08%		(0.85)%		(0.86)%		26%
	(5.45)		31.54		10.75%			30,568		2.06%		2.11%		0.00%6		(0.05)%		56%
	(0.86)		33.47		36.69%			30,534		2.03%		2.11%		(0.92)%		(1.00)%		48%
	(0.12)		25.13		12.98%			25,402		2.03%		2.11%		0.28%		0.20%		58%
	—		22.35		(11.76)%			27,851		2.03%		2.10%		(1.07)%		(1.14)%		40%
	—		25.33		24.59%			31,447		2.03%		2.09%		(1.23)%		(1.29)%		51%
$	—	$	33.06		2.38%		$	4,167		1.69%		1.69%		(0.48)%		(0.48)%		26%
	(5.59)		32.29		11.15%			4,412		1.69%		1.73%		0.37%		0.33%		56%
	(0.86)		34.15		37.16%			3,948		1.68%		1.70%		(0.55)%		(0.57)%		48%
	(0.23)		25.54		13.38%			4,116		1.68%		1.74%		0.71%		0.65%		58%
	—		22.73		(11.42)%			3,184		1.68%		1.81%		(0.71)%		(0.84)%		40%
	—		25.66		24.99%			3,298		1.68%		1.77%		(0.87)%		(0.96)%		51%
$	—	$	34.12		2.68%		$	882,274		1.06%		1.09%		0.15%		0.12%		26%
	(5.83)		33.23		11.85%			821,479		1.05%		1.11%		1.05%		0.99%		56%
	(1.00)		34.99		38.05%			643,582		1.03%		1.14%		0.08%		(0.03)%		48%
	(0.37)		26.09		14.12%			469,314		1.03%		1.12%		1.23%		1.14%		58%
	—		23.19		(10.84)%			613,636		1.03%		1.14%		(0.06)%		(0.17)%		40%
	—		26.01		25.90%	��		566,518		0.95%		0.95%		(0.17)%		(0.17)%		51%

See notes to Financial Highlights on pages 40-41.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 35

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-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 Alpha Fund
Class A
Six Months Ended 6/30/151	$	59.25	$	0.27	2	$	0.29		$	0.56		$	—		$	—		$	—
Year Ended 12/31/14		59.06		0.55	2		7.13			7.68			(0.55	)		(6.94	)		(7.49	)
Year Ended 12/31/13		43.95		0.45	2		16.28			16.73			(0.47	)		(1.15	)		(1.62	)
Year Ended 12/31/12		38.48		0.67	2		5.58			6.25			(0.78	)		—			(0.78	)
Year Ended 12/31/11		42.51		0.24	2		(4.09	)		(3.85	)		(0.23	)		—			(0.23	)
Year Ended 12/31/10		37.04		0.12	2		6.03			6.15			(0.68	)		—			(0.68	)
Class C
Six Months Ended 6/30/151	$	53.96	$	0.03	2	$	0.26		$	0.29		$	—		$	—		$	—
Year Ended 12/31/14		54.43		0.04	2		6.53			6.57			(0.10	)		(6.94	)		(7.04	)
Year Ended 12/31/13		40.66		0.02	2		15.01			15.03			(0.11	)		(1.15	)		(1.26	)
Year Ended 12/31/12		35.63		0.30	2		5.17			5.47			(0.44	)		—			(0.44	)
Year Ended 12/31/11		39.44		(0.08	)2		(3.78	)		(3.86	)		—			—			—
Year Ended 12/31/10		34.57		(0.15	)2		5.59			5.44			(0.57	)		—			(0.57	)
Class K
Six Months Ended 6/30/151	$	59.15	$	0.16	2	$	0.29		$	0.45		$	—		$	—		$	—
Year Ended 12/31/14		58.97		0.31	2		7.09			7.40			(0.28	)		(6.94	)		(7.22	)
Year Ended 12/31/13		43.88		0.25	2		16.23			16.48			(0.24	)		(1.15	)		(1.39	)
Year Ended 12/31/12		38.42		0.53	2		5.55			6.08			(0.62	)		—			(0.62	)
Year Ended 12/31/11		42.35		0.06	2		(4.04	)		(3.98	)		—			—			—
Year Ended 12/31/10		36.94		(0.01	)2		5.99			5.98			(0.57	)		—			(0.57	)
Class Y
Six Months Ended 6/30/151	$	59.08	$	0.33	2	$	0.29		$	0.62		$	—		$	—		$	—
Year Ended 12/31/14		58.92		0.71	2		7.10			7.81			(0.71	)		(6.94	)		(7.65	)
Year Ended 12/31/13		43.83		0.59	2		16.27			16.86			(0.62	)		(1.15	)		(1.77	)
Year Ended 12/31/12		38.38		0.77	2		5.59			6.36			(0.91	)		—			(0.91	)
Year Ended 12/31/11		42.46		0.38	2		(4.12	)		(3.74	)		(0.39	)		—			(0.39	)
Year Ended 12/31/10		37.00		0.25	2		6.03			6.28			(0.82	)		—			(0.82	)

See notes to Financial Highlights on pages 40-41.

36 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Increase From Regulatory Settlements		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average  Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	59.81		0.95%	$	606,663		0.91%		0.91%		0.93%		0.93%		16%
	—		59.25		13.08%		630,654		0.92%		0.92%		0.89%		0.89%		60%
	—		59.06		38.17%		618,893		0.92%		0.92%		0.86%		0.86%		48%
	—		43.95		16.26%		491,082		0.98%		0.98%		1.59%		1.59%		51%
	0.05		38.48		(8.92)%7		485,820		0.92%		0.92%		0.58%		0.58%		41%
	—		42.51		16.63%		734,834		0.95%		0.96%		0.31%		0.30%		50%
$	—	$	54.25		0.54%	$	35,495		1.73%		1.73%		0.11%		0.11%		16%
	—		53.96		12.15%		36,868		1.73%		1.73%		0.08%		0.08%		60%
	—		54.43		37.06%		34,506		1.74%		1.74%		0.04%		0.04%		48%
	—		40.66		15.37%		23,824		1.75%		1.75%		0.78%		0.78%		51%
	0.05		35.63		(9.66)%7		27,323		1.69%		1.69%		(0.22)%		(0.22)%		41%
	—		39.44		15.76%		48,829		1.70%		1.70%		(0.42)%		(0.42)%		50%
$	—	$	59.60		0.76%	$	13,959		1.32%		1.32%		0.53%		0.53%		16%
	—		59.15		12.62%		16,458		1.31%		1.31%		0.50%		0.50%		60%
	—		58.97		37.66%		16,785		1.31%		1.31%		0.48%		0.48%		48%
	—		43.88		15.84%		13,911		1.33%		1.33%		1.26%		1.26%		51%
	0.05		38.42		(9.28)%6		13,667		1.33%		1.33%		0.13%		0.13%		41%
	—		42.35		16.21%		28,458		1.30%		1.33%		(0.02)%		(0.05)%		50%
$	—	$	59.70		1.05%	$	35,460		0.70%		0.70%		1.11%		1.11%		16%
	—		59.08		13.34%		189,850		0.66%		0.66%		1.16%		1.16%		60%
	—		58.92		38.58%		175,475		0.65%		0.65%		1.13%		1.13%		48%
	—		43.83		16.58%		134,114		0.69%		0.69%		1.84%		1.84%		51%
	0.05		38.38		(8.65)%7		144,642		0.63%		0.63%		0.98%		0.98%		41%
	—		42.46		17.01%		22,250		0.63%		0.63%		0.65%		0.65%		50%

See notes to Financial Highlights on pages 40-41.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 37

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-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
RS Investors Fund
Class A
Six Months Ended 6/30/151	$	12.95	$	(0.01	)2	$	0.01		$	—		$	—		$	—
Year Ended 12/31/14		13.02		0.14	2		0.42			0.56			(0.12	)		(0.51	)
Year Ended 12/31/13		8.96		(0.02	)2		4.14			4.12			—	5		(0.06	)
Year Ended 12/31/12		7.48		0.12	2		1.48			1.60			(0.12	)		—
Year Ended 12/31/11		7.88		(0.01	)2		(0.39	)		(0.40	)		—			—
Year Ended 12/31/10		6.31		(0.01	)2		1.58			1.57			—			—
Class C
Six Months Ended 6/30/151	$	12.26	$	(0.05	)2	$	0.01		$	(0.04	)	$	—		$	—
Year Ended 12/31/14		12.40		0.00	2		0.42			0.44			(0.07	)		(0.51	)
Year Ended 12/31/13		8.60		(0.11	)2		3.97			3.86			—	5		(0.06	)
Year Ended 12/31/12		7.16		0.05	2		1.42			1.47			(0.03	)		—
Year Ended 12/31/11		7.60		(0.06	)2		(0.38	)		(0.44	)		—			—
Year Ended 12/31/10		6.09		(0.03	)2		1.54			1.51			—			—
Class K
Six Months Ended 6/30/151	$	12.30	$	(0.04	)2	$	0.01		$	(0.03	)	$	—		$	—
Year Ended 12/31/14		12.43		0.06	2		0.42			0.48			(0.10	)		(0.51	)
Year Ended 12/31/13		8.59		(0.07	)2		3.97			3.90			—	5		(0.06	)
Year Ended 12/31/12		7.16		0.09	2		1.42			1.51			(0.08	)		—
Year Ended 12/31/11		7.57		(0.03	)2		(0.38	)		(0.41	)		—			—
Year Ended 12/31/10		6.07		(0.01	)2		1.51			1.50			—			—
Class Y
Six Months Ended 6/30/151	$	13.05	$	0.01	2	$	0.01		$	0.02		$	—		$	—
Year Ended 12/31/14		13.12		0.20	2		0.41			0.61			(0.17	)		(0.51	)
Year Ended 12/31/13		9.01		0.01	2		4.17			4.18			(0.01	)		(0.06	)
Year Ended 12/31/12		7.52		0.11	2		1.53			1.64			(0.15	)		—
Year Ended 12/31/11		7.92		—	2,5		(0.40	)		(0.40	)		—			—
Year Ended 12/31/10		6.35		(0.01	)2		1.58			1.57			—			—

See notes to Financial Highlights on pages 40-41.

38 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average  Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	12.95		0.00%	$	54,562		1.33%		1.55%		(0.11)%		(0.33)%		29%
	(0.63)		12.95		4.39%		67,364		1.32%		1.52%		1.04%		0.84%		83%
	(0.06)		13.02		46.04%		35,159		1.30%		1.89%		(0.23)%		(0.82)%		128%
	(0.12)		8.96		21.46%		12,183		1.30%		2.28%		1.42%		0.44%		97%
	—		7.48		(5.08)%		11,715		1.22%		2.07%		(0.11)%		(0.96)%		55%
	—		7.88		24.88%		13,004		1.05%		2.18%		(0.18)%		(1.31)%		62%
$	—	$	12.22		(0.33)%	$	29,286		2.07%		2.31%		(0.85)%		(1.09)%		29%
	(0.58)		12.26		3.63%		31,819		2.07%		2.29%		0.18%		(0.04)%		83%
	(0.06)		12.40		44.94%		6,473		2.05%		2.66%		(0.99)%		(1.59)%		128%
	(0.03)		8.60		20.59%		588		2.05%		3.31%		0.62%		(0.64)%		97%
	—		7.16		(5.79)%		642		1.87%		2.99%		(0.75)%		(1.87)%		55%
	—		7.60		24.79%		548		1.34%		3.57%		(0.43)%		(2.66)%		62%
$	—	$	12.27		(0.24)%	$	1,960		1.88%		1.94%		(0.67)%		(0.73)%		29%
	(0.61)		12.30		3.90%		2,077		1.91%		1.97%		0.47%		0.41%		83%
	(0.06)		12.43		45.46%		628		1.70%		2.56%		(0.66)%		(1.51)%		128%
	(0.08)		8.59		21.04%		211		1.70%		3.22%		1.17%		(0.35)%		97%
	—		7.16		(5.42)%		151		1.52%		2.65%		(0.40)%		(1.53)%		55%
	—		7.57		24.71%		133		1.05%		2.83%		(0.16)%		(1.94)%		62%
$	—	$	13.07		0.15%	$	104,655		1.05%		1.20%		0.14%		(0.01)%		29%
	(0.68)		13.05		4.72%		142,623		1.05%		1.17%		1.49%		1.37%		83%
	(0.07)		13.12		46.45%		71,743		1.05%		1.44%		0.04%		(0.34)%		128%
	(0.15)		9.01		21.86%		2,382		1.05%		1.91%		1.38%		0.52%		97%
	—		7.52		(5.05)%		2,954		1.05%		1.72%		0.05%		(0.62)%		55%
	—		7.92		24.72%		3,778		1.05%		1.80%		(0.17)%		(0.92)%		62%

See notes to Financial Highlights on pages 40-41.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 39

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-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
RS Global Natural Resources Fund
Class A
Six Months Ended 6/30/151	$	24.81	$	(0.08	)2	$	(0.60	)	$	(0.68	)	$	—		$	—
Year Ended 12/31/14		35.02		(0.04	)2		(7.97	)		(8.01	)		(0.01	)		(2.19	)
Year Ended 12/31/13		36.60		(0.07	)2		(0.20	)		(0.27	)		—			(1.31	)
Year Ended 12/31/12		34.60		(0.10	)2		2.21			2.11			—			(0.11	)
Year Ended 12/31/11		37.58		(0.15	)2		(2.60	)		(2.75	)		—			(0.23	)
Year Ended 12/31/10		29.94		(0.14	)2		7.78			7.64			—			—
Class C
Six Months Ended 6/30/151	$	23.17	$	(0.17	)2	$	(0.56	)	$	(0.73	)	$	—		$	—
Year Ended 12/31/14		33.14		(0.29	)2		(7.48	)		(7.77	)		(0.01	)		(2.19	)
Year Ended 12/31/13		34.98		(0.34	)2		(0.19	)		(0.53	)		—			(1.31	)
Year Ended 12/31/12		33.30		(0.33	)2		2.12			1.79			—			(0.11	)
Year Ended 12/31/11		36.45		(0.40	)2		(2.52	)		(2.92	)		—			(0.23	)
Year Ended 12/31/10		29.26		(0.38	)2		7.57			7.19			—			—
Class K
Six Months Ended 6/30/151	$	23.82	$	(0.13	)2	$	(0.57	)	$	(0.70	)	$	—		$	—
Year Ended 12/31/14		33.86		(0.16	)2		(7.68	)		(7.84	)		(0.01	)		(2.19	)
Year Ended 12/31/13		35.57		(0.18	)2		(0.22	)		(0.40	)		—			(1.31	)
Year Ended 12/31/12		33.74		(0.22	)2		2.16			1.94			—			(0.11	)
Year Ended 12/31/11		36.81		(0.30	)2		(2.54	)		(2.84	)		—			(0.23	)
Year Ended 12/31/10		29.46		(0.28	)2		7.63			7.35			—			—
Class Y
Six Months Ended 6/30/151	$	25.48	$	(0.04	)2	$	(0.63	)	$	(0.67	)	$	—		$	—
Year Ended 12/31/14		35.76		0.09	2		(8.17	)		(8.08	)		(0.01	)		(2.19	)
Year Ended 12/31/13		37.23		0.06	2		(0.22	)		(0.16	)		—			(1.31	)
Year Ended 12/31/12		35.10		0.04	2		2.25			2.29			(0.05	)		(0.11	)
Year Ended 12/31/11		38.00		(0.01	)2		(2.66	)		(2.67	)		—			(0.23	)
Year Ended 12/31/10		30.17		(0.02	)2		7.85			7.83			—			—

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  Calculated based on the average shares outstanding during the period.

³  Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

40 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average  Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	24.13		(2.74)%	$	600,481		1.47%		1.47%		(0.65)%		(0.65)%		13%
	(2.20)		24.81		(22.84)%		620,030		1.47%		1.48%		(0.10)%		(0.11)%		34%
	(1.31)		35.02		(0.60)%		1,254,213		1.43%		1.46%		(0.18)%		(0.21)%		39%
	(0.11)		36.60		6.10%		1,561,862		1.45%		1.52%		(0.27)%		(0.34)%		36%
	(0.23)		34.60		(7.31)%		1,397,688		1.45%		1.48%		(0.41)%		(0.44)%		25%
	—		37.58		25.52%		1,341,020		1.45%		1.47%		(0.44)%		(0.46)%		27%
$	—	$	22.44		(3.15)%	$	55,618		2.28%		2.32%		(1.46)%		(1.50)%		13%
	(2.20)		23.17		(23.41)%		63,193		2.23%		2.24%		(0.86)%		(0.87)%		34%
	(1.31)		33.14		(1.37)%		128,948		2.21%		2.24%		(0.95)%		(0.98)%		39%
	(0.11)		34.98		5.38%		147,154		2.14%		2.21%		(0.96)%		(1.03)%		36%
	(0.23)		33.30		(8.01)%		105,206		2.18%		2.21%		(1.11)%		(1.14)%		25%
	—		36.45		24.57%		57,883		2.23%		2.25%		(1.23)%		(1.25)%		27%
$	—	$	23.12		(2.94)%	$	5,673		1.85%		1.85%		(1.04)%		(1.04)%		13%
	(2.20)		23.82		(23.12)%		4,929		1.84%		1.85%		(0.47)%		(0.48)%		34%
	(1.31)		33.86		(0.98)%		7,596		1.79%		1.82%		(0.51)%		(0.54)%		39%
	(0.11)		35.57		5.75%		8,892		1.80%		1.87%		(0.64)%		(0.71)%		36%
	(0.23)		33.74		(7.71)%		5,439		1.87%		1.90%		(0.83)%		(0.86)%		25%
	—		36.81		24.95%		5,542		1.90%		1.92%		(0.89)%		(0.91)%		27%
$	—	$	24.81		(2.63)%	$	2,351,362		1.15%		1.15%		(0.32)%		(0.32)%		13%
	(2.20)		25.48		(22.56)%		2,230,527		1.13%		1.14%		0.24%		0.23%		34%
	(1.31)		35.76		(0.29)%		3,396,743		1.12%		1.15%		0.14%		0.11%		39%
	(0.16)		37.23		6.52%		2,422,758		1.06%		1.13%		0.12%		0.05%		36%
	(0.23)		35.10		(7.02)%		1,581,690		1.12%		1.15%		(0.03)%		(0.06)%		25%
	—		38.00		25.95%		613,662		1.11%		1.13%		(0.08)%		(0.10)%		27%

⁴  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 and expense limitations and exclude the effect of custody credits, if applicable.

⁵  Rounds to $0.00 per share.

⁶  Rounds to 0.00%.

⁷  Without the effect of the increase from the regulatory settlements, the total returns would have been (9.05)%, (9.78)%, (9.42)% and (8.79)% for Class A, Class C, Class K and Class Y, respectively.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 41

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Notes to Financial Statements

June 30, 2015 (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 Partners Fund, RS Value Fund, RS Large Cap Alpha Fund, RS Investors Fund and RS Global Natural Resources Fund (each a “Fund,” collectively the “Funds”). All of the Funds are diversified funds, other than RS Investors Fund, which is a non-diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.

RS Partners Fund offers Class A, K and Y shares. RS Value Fund, RS Large Cap Alpha Fund, RS Investors Fund and RS Global Natural Resources Fund offer Class A, C, K and Y shares. The various classes differ principally in their respective sales charges, transfer agent expenses, and other expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for certain differences, including class-specific expenses and voting rights with respect to matters affecting fewer than all classes or in which the interests of one class differ from the interests of any other class.

The Trust has an unlimited number of authorized shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”) less any applicable sales charge.

Note 1 Significant Accounting Policies

The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 ask prices . Securities traded on the NASDAQ Stock Market, LLC (“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 is generally valued at the mean between the closing bid and ask prices . Repurchase agreements are carried at cost, which approximates market value (see Note 5d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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 guidelines and procedures adopted by the Trust’s Board of Trustees.

Securities whose values have been materially affected by events occurring before the Funds’ valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of a Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.

In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Funds would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.

• Level 1 — unadjusted quoted prices in active markets for identical investments

• Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.)

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2015, the Funds had no securities classified as Level 3.

The Funds’ policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. Transfers between Levels 1 and 2 related to certain

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

exchange-traded foreign securities whose prices may have been affected by events occurring after the close of trading on the exchange and, as a result, whose values were determined by a pricing service using pricing models in accordance with methods approved by the Funds’ Board of Trustees.

Transfers into and out of each level of the fair value hierarchy for the six months ended June 30, 2015, were as follows:

	Transfers into Level 1		Transfers (out) of Level 1		Transfers into Level 2		Transfers (out) of Level 2			Transfers into Level 3		Transfers (out) of Level 3
RS Global Natural Resources Fund
Common Stocks	$	67,345,976	$	—	$	—	$	(67,345,976	)	$	—	$	—

In determining a security’s placement within the hierarchy, the Trust separates the Funds’ investment portfolios into two categories: investments and derivatives (e.g., futures).

Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Funds’ Board of Trustees.

Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations.

Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.

b. Taxes The Funds intend to continue complying with the requirements of the Internal Revenue Code to qualify as regulated investment companies and to distribute substantially 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 if the cost of making the required distribution exceeds the amount of the excise tax.

As of June 30, 2015, the Trust has reviewed the tax positions for open periods, as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Funds recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2015, the Funds did not incur any such interest or penalties. The Funds are not subject to examination by U.S. federal tax authorities for tax years before 2011 and by state authorities for tax years before 2010.

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 NYSE 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 amortization/accretion of premium/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 attributable to each class at the beginning of the 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 generally apportioned among all the series in the Trust, based on relative net assets.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

g. Distributions to Shareholders Each Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Distributions 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 purposes versus 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.

Note 2 Transactions with Affiliates

a. Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, each Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of The Guardian Life Insurance Company of America, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Funds, at the following annual rates:

Fund	Investment Advisory Fee Percentage
RS Partners Fund		1.00%
RS Value Fund		0.85%
RS Large Cap Alpha Fund		0.50%
RS Investors Fund		1.00%
RS Global Natural Resources Fund		1.00%

SailingStone Capital Partners LLC (“SailingStone”) serves as sub-adviser to RS Global Natural Resources Fund, and in that capacity is responsible for the day-to-day portfolio management of the Fund subject to the oversight of the Board of Trustees of the Trust and RS Investments. RS Investments pays sub-advisory fees to SailingStone out of the investment advisory fees RS Investments receives from the Fund.

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2016, to limit the following Funds’ total annual fund operating expenses (excluding expenses indirectly incurred by the

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Funds through investments in pooled investment vehicles, interest, taxes, investment-related expenses (e.g., brokerage commissions), and extraordinary expenses) to the following rates:

Fund	Expense Limitation
	Class A		Class C		Class K		Class Y
RS Partners Fund		1.45%		N/A		1.81%		1.12%
RS Value Fund		1.30%		2.07%		1.69%		1.06%
RS Investors Fund		1.33%		2.07%		1.95%		1.05%
RS Global Natural Resources Fund		1.48%		2.28%		1.86%		1.15%

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

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

c. Distribution Fees RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, serves as the principal underwriter for shares of the Funds. The Funds have entered into an agreement with RSFD 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 Trust’s Board of Trustees. Under the plan, RSFD is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of each Fund. For the six months ended June 30, 2015, RSFD received distribution fees as follows:

Fund		Annual Rate		Distribution Fees
RS Partners Fund	Class A		0.25%		$917,812
	Class K		0.65%		12,799
	Class Y		0.00%		—
RS Value Fund	Class A		0.25%		540,023
	Class C		1.00%		152,852
	Class K		0.65%		13,989
	Class Y		0.00%		—
RS Large Cap Alpha Fund	Class A		0.25%		768,541
	Class C		1.00%		180,274
	Class K		0.65%		48,788
	Class Y		0.00%		—
RS Investors Fund	Class A		0.25%		75,729
	Class C		1.00%		155,760
	Class K		0.65%		6,430
	Class Y		0.00%		—

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Fund		Annual Rate		Distribution Fees
RS Global Natural Resources Fund	Class A		0.25%		$795,283
	Class C		1.00%		305,605
	Class K		0.65%		18,225
	Class Y		0.00%		—

RS Investments may perform certain services and incur certain expenses with respect to the promotion of the Funds’ shares and the servicing of shareholder accounts, which expenses are allocable to RSFD. RS Investments compensates RSFD for its services in connection with the promotion of Fund shares and reimburses RSFD for its expenses, including payments made by RSFD to third parties in respect of the promotion of Fund shares in excess of amounts received by RSFD under the distribution plan. In addition to payments under the distribution plan, the Funds reimburse RSFD for payments RSFD makes to financial intermediaries that provide certain administrative, recordkeeping, and account maintenance services. The amount of the reimbursement is calculated in a manner reviewed by the Board of Trustees periodically. Such amounts are included in the Statement of Operations as “Transfer agent fees.”

Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of GIS, distributes the Funds’ shares as a retail broker-dealer. For the six months ended June 30, 2015, PAS informed the Trust it received $947,626 directly or indirectly from RSFD as continuing compensation for its services relating to its distribution of shares of all series in the Trust.

For the six months ended June 30, 2015, aggregate front-end sales charges for the sale of Class A shares paid to RSFD were as follows:

Fund	Sales Charges
RS Partners Fund	$	1,537
RS Value Fund		7,562
RS Large Cap Alpha Fund		17,175
RS Investors Fund		4,851
RS Global Natural Resources Fund		7,961

RSFD is entitled to retain any contingent deferred sales load (“CDSL”) imposed on certain share redemptions. For the six months ended June 30, 2015, RSFD received CDSL charges as follows:

Fund	CDSL
RS Partners Fund	$	—
RS Value Fund		663
RS Large Cap Alpha Fund		11,676
RS Investors Fund		7,866
RS Global Natural Resources Fund		17,009

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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, 2015, is listed below:

RS Partners Fund

Issuer	Number of Shares Held at Beginning of Period		Gross Additions		Gross Reductions		Number of Shares Held at End of Period		Income		Value at End of Period
eHealth, Inc.		1,039,429		13,300		1,052,729		—	$	—	$	**
FTD Cos., Inc.		1,159,740		23,000		321,255		861,485		—		**
Performant Financial Group, Inc.		2,701,645		—		50,100		2,651,545		—		8,591,006
									$	—	$	8,591,006

RS Global Natural Resources Fund

Issuer	Number of Shares Held at Beginning of Period			Gross Additions		Gross Reductions		Number of Shares Held at End of Period		Income		Value at End of Period
Iluka Resources Ltd.		22,243,492			—		382,553		21,860,939	$	2,205,473	$	129,537,109
Laredo Petroleum, Inc.		8,654,525			3,853,192		308,835		12,198,882		—		153,461,936
Mineral Resources Ltd.		13,416,705			140,475		230,746		13,326,434		756,890		67,861,282
Ophir Energy PLC		25,023,685	*		13,270,115		430,369		37,863,431		—		67,345,976
Painted Pony Petroleum Ltd.		4,798,539			2,594,011		2,676,537		4,716,013		—		**
Rosetta Resources, Inc.		3,694,571			2,105,121		70,397		5,729,295		—		132,575,886
Salamander Energy PLC		23,609,608			—		23,609,608		—		—		**
Taseko Mines Ltd.		23,088,769			—		397,091		22,691,678		—		12,541,691
										$	2,962,363	$	563,323,880

* Issuer was not an affiliated issuer at beginning of period.

** Issuer was not an affiliated issuer at end of period.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 3 Federal Income Taxes

a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2014, which is the most recently completed tax year, was as follows:

Fund	Ordinary Income		Long-Term Capital Gains
RS Partners Fund	$	58,153,381	$	280,640,437
RS Value Fund		45,110,075		148,688,384
RS Large Cap Alpha Fund		30,488,701		69,027,368
RS Investors Fund		9,687,136		2,218,651
RS Global Natural Resources Fund		23,409,308		216,686,167

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 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. 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.

As of December 31, 2014, the Funds made the following reclassifications of permanent book and tax basis differences:

Fund	Paid-in Capital		Undistributed Net Investment Income/(Loss)			Accumulated Net Realized Gain/(Loss)
RS Partners Fund	$	109,194,835	$	3,698,272		$	(112,893,107	)
RS Value Fund		36,076,587		3,627,877			(39,704,464	)
RS Large Cap Alpha Fund		—		(13,880	)		13,880
RS Investors Fund		—		(4,472	)		4,472
RS Global Natural Resources Fund		37,297,145		3,225,440			(40,522,585	)

The tax basis of distributable earnings as of December 31, 2014, was as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains
RS Partners Fund	$	—	$	32,512,422
RS Value Fund		—		28,041,661
RS Large Cap Alpha Fund		3,096,756		34,013,111

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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, 2014, the Funds utilized capital loss carryovers as follows:

Fund	Amount
RS Large Cap Alpha Fund	$	2,187,926

See the chart below for capital loss carryovers available to the Funds at December 31, 2014.

Fund	Expiring 2016
RS Large Cap Alpha Fund	$	4,375,852

In determining their taxable income, current tax law permits the Funds to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2014, the Funds elected to defer net capital and currency losses as follows:

Fund	Deferred Net Capital Losses
RS Partners Fund	$	36,939,566
RS Value Fund		936,521
RS Investors Fund		7,055,031
RS Global Natural Resources Fund		213,509,239

b. Tax Basis of Investments The cost of investments (excluding foreign currency related transactions) for federal income tax purposes at June 30, 2015, 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 below:

Fund	Cost of Investments		Net Unrealized Appreciation/ (Depreciation) on Investments			Gross Unrealized Appreciation		Gross Unrealized Depreciation
RS Partners Fund	$	1,243,385,602	$	212,217,599		$	299,233,940	$	(87,016,341	)
RS Value Fund		1,144,244,014		193,785,636			251,840,716		(58,055,080	)
RS Large Cap Alpha Fund		575,575,021		116,206,756			137,516,692		(21,309,936	)
RS Investors Fund		174,536,062		16,391,067			20,488,581		(4,097,514	)
RS Global Natural Resources Fund		3,931,805,447		(928,386,979	)		137,509,171		(1,065,896,150	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 4 Capital Shares

a. Transactions The Funds have authorized an unlimited number of shares of beneficial interest with no par value. Transactions, including conversions and exchanges, in capital shares for the Funds were as follows:

Transactions in Capital Shares

RS Partners Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		1,005,974		$	30,930,256			2,810,866		$	110,768,152
Shares reinvested		—			—			5,187,902			158,698,511
Shares redeemed		(5,886,326	)		(181,013,073	)		(14,218,177	)		(555,849,763	)
Shares redeemed in-kind		—			—			(488,995	)		(18,493,779	)
Net decrease		(4,880,352	)	$	(150,082,817	)		(6,708,404	)	$	(304,876,879	)
Class K
Shares sold		14,225		$	419,791			15,389		$	574,218
Shares reinvested		—			—			28,956			846,972
Shares redeemed		(28,520	)		(833,917	)		(25,733	)		(970,485	)
Net increase/(decrease)		(14,295	)	$	(414,126	)		18,612		$	450,705
Class Y
Shares sold		1,654,887		$	52,164,488			9,094,773		$	364,176,093
Shares reinvested		—			—			5,400,726			169,744,812
Shares redeemed		(5,621,178	)		(177,860,474	)		(6,990,719	)		(268,187,034	)
Shares redeemed in-kind		—			—			(2,954,297	)		(120,417,164	)
Net increase/(decrease)		(3,966,291	)	$	(125,695,986	)		4,550,483		$	145,316,707

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RS Value Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		562,912		$	19,356,191			1,103,767		$	39,885,125
Shares reinvested		—			—			1,887,416			61,510,889
Shares redeemed		(1,207,850	)		(41,307,061	)		(8,392,792	)		(307,985,878	)
Net decrease		(644,938	)	$	(21,950,870	)		(5,401,609	)	$	(206,589,864	)
Class C
Shares sold		48,705		$	1,590,750			123,018		$	4,178,965
Shares reinvested		—			—			134,867			4,195,715
Shares redeemed		(89,644	)		(2,921,418	)		(201,030	)		(6,817,268	)
Net increase/(decrease)		(40,939	)	$	(1,330,668	)		56,855		$	1,557,412
Class K
Shares sold		9,312		$	310,207			23,691		$	816,004
Shares reinvested		—			—			20,202			643,422
Shares redeemed		(19,865	)		(664,539	)		(22,887	)		(804,016	)
Net increase/(decrease)		(10,553	)	$	(354,332	)		21,006		$	655,410
Class Y
Shares sold		5,125,803		$	177,567,316			7,679,823		$	284,766,570
Shares reinvested		—			—			3,709,703			121,566,973
Shares redeemed		(3,989,680	)		(135,732,988	)		(5,065,598	)		(184,209,375	)
Net increase		1,136,123		$	41,834,328			6,323,928		$	222,124,168

RS Large Cap Alpha Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		233,010		$	13,853,622			537,060		$	33,077,501
Shares reinvested		—			—			1,174,774			69,158,886
Shares redeemed		(734,444	)		(43,709,198	)		(1,546,729	)		(95,478,304	)
Net increase/(decrease)		(501,434	)	$	(29,855,576	)		165,105		$	6,758,083
Class C
Shares sold		33,720		$	1,810,636			111,336		$	6,302,404
Shares reinvested		—			—			65,951			3,537,040
Shares redeemed		(62,719	)		(3,371,836	)		(127,979	)		(7,214,817	)
Net increase/(decrease)		(28,999	)	$	(1,561,200	)		49,308		$	2,624,627

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Transactions in Capital Shares (continued)

RS Large Cap Alpha Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class K
Shares sold		25,908		$	1,537,522			49,267		$	3,028,475
Shares reinvested		—			—			30,854			1,813,593
Shares redeemed		(69,920	)		(4,165,067	)		(86,522	)		(5,331,148	)
Net decrease		(44,012	)	$	(2,627,545	)		(6,401	)	$	(489,080	)
Class Y
Shares sold		73,844		$	4,388,428			485,648		$	30,051,607
Shares reinvested		—			—			360,192			21,143,243
Shares redeemed		(2,693,015	)		(155,095,004	)		(611,075	)		(37,628,245	)
Net increase/(decrease)		(2,619,171	)	$	(150,706,576	)		234,765		$	13,566,605

RS Investors Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		400,626		$	5,197,650			6,338,979		$	84,556,878
Shares reinvested		—			—			219,270			2,800,086
Shares redeemed		(1,390,870	)		(18,074,939	)		(4,056,760	)		(54,585,238	)
Net increase/(decrease)		(990,244	)	$	(12,877,289	)		2,501,489		$	32,771,726
Class C
Shares sold		232,191		$	2,817,055			2,330,793		$	29,580,652
Shares reinvested		—			—			93,981			1,136,229
Shares redeemed		(431,119	)		(5,327,359	)		(351,172	)		(4,403,748	)
Net increase/(decrease)		(198,928	)	$	(2,510,304	)		2,073,602		$	26,313,133
Class K
Shares sold		18,146		$	223,722			124,489		$	1,599,761
Shares reinvested		—			—			8,005			97,100
Shares redeemed		(27,262	)		(334,372	)		(14,058	)		(180,384	)
Net increase/(decrease)		(9,116	)	$	(110,650	)		118,436		$	1,516,477

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RS Investors Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class Y
Shares sold		1,078,925		$	14,072,618			9,436,067		$	127,861,592
Shares reinvested		—			—			274,236			3,526,672
Shares redeemed		(4,003,975	)		(52,293,419	)		(4,245,684	)		(56,668,013	)
Net increase/(decrease)		(2,925,050	)	$	(38,220,801	)		5,464,619		$	74,720,251

RS Global Natural Resources Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		5,753,838		$	140,894,509			5,063,915		$	171,776,634
Shares reinvested		—			—			2,062,250			50,875,700
Shares redeemed		(5,852,656	)		(146,726,060	)		(17,950,489	)		(587,373,577	)
Net decrease		(98,818	)	$	(5,831,551	)		(10,824,324	)	$	(364,721,243	)
Class C
Shares sold		255,690		$	5,974,460			329,855		$	9,827,496
Shares reinvested		—			—			214,059			4,931,928
Shares redeemed		(504,546	)		(11,777,926	)		(1,707,366	)		(51,835,094	)
Net decrease		(248,856	)	$	(5,803,466	)		(1,163,452	)	$	(37,075,670	)
Class K
Shares sold		75,437		$	1,775,043			48,012		$	1,556,359
Shares reinvested		—			—			15,389			364,569
Shares redeemed		(36,992	)		(886,412	)		(80,830	)		(2,622,201	)
Net increase/(decrease)		38,445		$	888,631			(17,429	)	$	(701,273	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Transactions in Capital Shares (continued)

RS Global Natural Resources Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class Y
Shares sold		25,166,138		$	640,852,751			33,782,377		$	1,170,853,809
Shares reinvested		—			—			6,508,448			164,868,910
Shares redeemed		(16,071,620	)		(411,810,477	)		(45,673,497	)		(1,464,768,106	)
Shares redeemed in-kind		(1,879,092	)		(44,647,225	)		(2,054,233	)		(77,376,760	)
Net increase/(decrease)		7,215,426		$	184,395,049			(7,436,905	)	$	(206,422,147	)

b. Shareholder Concentration As of June 30, 2015, the number of shareholders and/or omnibus shareholder accounts (which are comprised of a group of individual shareholders) who owned of record 5% or more of the net assets of a Fund is summarized in the following table:

Fund	Number of Shareholders		Percentage of Net Assets
RS Partners Fund		2		47.14%
RS Value Fund		4		65.12%
RS Large Cap Alpha Fund		1		9.46%
RS Investors Fund		6		63.66%
RS Global Natural Resources Fund		2		45.37%

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, 2015, were as follows:

Fund	Cost of Investments Purchased		Proceeds from Investments Sold
RS Partners Fund	$	244,022,316	$	515,032,281
RS Value Fund		348,524,104		331,142,979
RS Large Cap Alpha Fund		109,961,640		241,983,472
RS Investors Fund		61,418,241		113,235,864
RS Global Natural Resources Fund		591,454,733		366,329,433	*

* Excludes in-kind redemptions (see Note 7).

b. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic

56 www.rsinvestments.com

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

developments; and less reliable information about issuers. Moreover, securities of some foreign companies may be less liquid and their prices more volatile than those of comparable U.S. companies.

c. Industry or Sector Concentration In their normal course of business, some of the Funds may invest a significant portion of their assets in companies within a limited number of industries or sectors. As a result, these Funds may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.

d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued 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 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 Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.

Note 6 Temporary Borrowings

The Funds, with other funds managed by RS Investments, are parties to a $400 million committed revolving credit facility from State Street Bank and Trust Company, in effect through August 18, 2015, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing.

For the six months ended June 30, 2015, the Funds which borrowed under the facility were as follows:

Fund	Amount Outstanding at 6/30/15		Average Borrowing*		Days Borrowings Outstanding		Average Interest Rate*
RS Investors Fund	$	—	$	426,547		4		1.39%

* For the six months ended June 30, 2015, based on the number of days borrowings were outstanding.

Note 7 In-Kind Redemptions

In certain circumstances, the Funds may distribute portfolio securities rather than cash as payment for a redemption of fund shares (in-kind redemption). For financial reporting purposes, the Funds recognize a gain on an in-kind redemption to the extent the values of the distributed securities exceed their costs; the Funds recognize a loss if cost exceeds value. Gains and losses realized on in-kind redemptions are not recognized for tax purposes, and are reclassified from accumulated realized gain (loss) to paid-in capital. During the six months ended June 30, 2015, RS Global Natural Resources Fund realized $1,862,076 of net capital gain attributable to in-kind redemptions.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 8 Review for Subsequent Events

Management has evaluated subsequent events through the issuance of the Funds’ financial statements and determined that no material events have occurred that require disclosure.

Note 9 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.

58 www.rsinvestments.com

SUPPLEMENTAL INFORMATION (UNAUDITED)

Supplemental Information (unaudited)

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 website 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 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-766-3863.

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 most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-766-3863; (ii) on RS Investments’ website at http://www.rsinvestments.com; and (iii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

The Statement of Additional Information includes information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-766-3863.

This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

www.rsinvestments.com 59

  One Bush Street, Suite 900 San Francisco, CA 94104 PRSRT STD U.S. POSTAGE PAID RS INVESTMENTS

WWW.RSINVESTMENTS.COM // 800.766.3863   EB 015096 (06/15)

RSFIXEDINCOMEFUNDS

Class A, C, K, and Y Shares

RS INVESTMENT QUALITY BOND FUND

RS LOW DURATION BOND FUND

RS HIGH YIELD FUND

RS TAX-EXEMPT FUND

RS HIGH INCOME MUNICIPAL BOND FUND

RS FLOATING RATE FUND

RS STRATEGIC INCOME FUND

NOT FDIC INSURED

MAY LOSE VALUE

NO BANK GUARANTEE

TABLE OF CONTENTS

RS Investments Overview
CEO’s Letter	1
Understanding Your Fund’s Expenses	3
Financial Information
Schedules of Investments	6
Statements of Assets and Liabilities	86
Statements of Operations	88
Statements of Changes in Net Assets	90
Financial Highlights	94
Notes to Financial Statements	108
Supplemental Information	131

RS Investments

Alternatives | Fixed Income | Growth | International | Natural Resources | Value

Alternatives	Growth	RS Emerging Markets Small Cap Fund
RS Focused Opportunity Fund	RS Small Cap Growth Fund*	RS China Fund
RS Focused Growth Opportunity Fund	RS Select Growth Fund
	RS Mid Cap Growth Fund	Natural Resources
Fixed Income	RS Growth Fund	RS Global Natural Resources Fund
RS Investment Quality Bond Fund	RS Technology Fund
RS Low Duration Bond Fund	RS Small Cap Equity Fund*	Value
RS High Yield Fund		RS Partners Fund*
RS Tax-Exempt Fund	International	RS Value Fund
RS High Income Municipal Bond Fund	RS International Fund	RS Large Cap Alpha Fund
RS Floating Rate Fund	RS Global Fund	RS Investors Fund
RS Strategic Income Fund	RS Emerging Markets Fund

* The Fund is currently offered only to certain investors. Please contact RS Investments for more information.

Except as otherwise specifically stated, all information, including portfolio security positions, is as of June 30, 2015.

CEO’S LETTER

Matthew H. Scanlan CEO, RS Investments

Dear RS Funds Shareholder,

The active versus passive debate seems to be hotter than ever. Passive investing has gained popularity over the past few years, and on the surface, the reason may seem clear: In 2014, 78% of active managers lagged their relevant benchmarks. So it’s no surprise that actively managed domestic equity funds saw $13 billion in net withdrawals last year, while their passively managed counterparts (index funds and ETFs) received $244 billion in net subscriptions.

But as always, it would behoove investors to dig a little deeper. When you “buy the benchmark” with a passive approach, that investment seeks to replicate the performance of a particular index. Yet benchmarks do not always represent the optimal portfolio of assets within a given opportunity set. In fact, like any portfolio, a benchmark can perform well or poorly depending on design and market conditions.

Understanding benchmark construction provides a clearer picture of passive investing — and what to expect in terms of performance through different market environments. New research from RS Investments explores the active decisions that go into benchmark design and construction. We found that those decisions can lead to biases in benchmarks, so even passive strategies involve active decisions, with the decisions made by benchmark providers rather than by fund managers.

The question is, who do you want to trust to make those active decisions? Personally, I’d prefer that my chosen portfolio manager select my stocks.

While passive investing has gained popularity, we’ve noticed that the concept of high-conviction active investing is also attractive to investors, many of whom are exploring new approaches to capture alpha (a measure of performance on a risk-adjusted basis). In fact, one key takeaway from our research is that investors can blend the best of index and active exposures to create an optimal portfolio. That blend includes high-conviction active managers, in those cases where the investor has confidence that the manager has the ability to exceed expectations.

We always aim to exceed expectations, and we appreciate the confidence you’ve placed in us. In the pages that follow, you’ll find an update on the RS Funds. It includes important information about your investment with our firm.

Please visit www.rsinvestments.com for additional insights and the latest commentary from our investment teams.

Sincerely,

Matthew H. Scanlan

Chief Executive Officer

THIS PAGE NOT PART OF YOUR FUND REPORT www.rsinvestments.com 1

CEO’S LETTER

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

RS Funds are sold by prospectus only. 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 important information. Please read it carefully before investing or sending money. To obtain a copy, please call 800.766.3863 or visit www.rsinvestments.com.

RS Funds are distributed by RS Funds Distributor LLC, member: FINRA, SIPC.

©2015 RS Investment Management Co. LLC

2 www.rsinvestments.com THIS PAGE NOT PART OF YOUR FUND REPORT

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; 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 from January 1, 2015, to June 30, 2015. 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 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.

Based on Actual Return		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During  Period* 1/1/15-6/30/15		Expense Ratio During  Period 1/1/15-6/30/15
RS Investment Quality Bond Fund	Class A		$1,000.00		$1,002.40		$4.47		0.90%
	Class C		$1,000.00		$998.10		$8.77		1.77%
	Class K		$1,000.00		$1,000.50		$6.45		1.30%
	Class Y		$1,000.00		$1,001.30		$3.28		0.66%
RS Low Duration Bond Fund	Class A		$1,000.00		$1,011.10		$4.39		0.88%
	Class C		$1,000.00		$1,007.30		$8.21		1.65%
	Class K		$1,000.00		$1,008.80		$6.67		1.34%
	Class Y		$1,000.00		$1,013.40		$3.15		0.63%

www.rsinvestments.com 3

UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)

Based on Actual Return		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During  Period* 1/1/15-6/30/15		Expense Ratio During  Period 1/1/15-6/30/15
RS High Yield Fund	Class A		$1,000.00		$1,036.90		$5.05		1.00%
	Class C		$1,000.00		$1,033.30		$8.57		1.70%
	Class K		$1,000.00		$1,035.10		$6.81		1.35%
	Class Y		$1,000.00		$1,038.10		$3.84		0.76%
RS Tax-Exempt Fund	Class A		$1,000.00		$1,000.20		$3.97		0.80%
	Class C		$1,000.00		$997.20		$7.92		1.60%
	Class Y		$1,000.00		$1,001.70		$3.42		0.69%
RS High Income Municipal Bond Fund	Class A		$1,000.00		$1,013.20		$3.99		0.80%
	Class C		$1,000.00		$1,009.40		$7.82		1.57%
	Class Y		$1,000.00		$1,014.40		$2.85		0.57%
RS Floating Rate Fund	Class A		$1,000.00		$1,023.40		$5.02		1.00%
	Class C		$1,000.00		$1,018.40		$9.01		1.80%
	Class K		$1,000.00		$1,019.60		$7.81		1.56%
	Class Y		$1,000.00		$1,023.50		$3.91		0.78%
RS Strategic Income Fund	Class A		$1,000.00		$1,007.40		$4.73		0.95%
	Class C		$1,000.00		$1,002.50		$8.64		1.74%
	Class K		$1,000.00		$1,004.40		$6.66		1.34%
	Class Y		$1,000.00		$1,007.30		$3.68		0.74%
Based on Hypothetical Return (5% Return Before Expenses)
RS Investment Quality Bond Fund	Class A		$1,000.00		$1,020.33		$4.51		0.90%
	Class C		$1,000.00		$1,016.02		$8.85		1.77%
	Class K		$1,000.00		$1,018.35		$6.51		1.30%
	Class Y		$1,000.00		$1,021.52		$3.31		0.66%
RS Low Duration Bond Fund	Class A		$1,000.00		$1,020.43		$4.41		0.88%
	Class C		$1,000.00		$1,016.61		$8.25		1.65%
	Class K		$1,000.00		$1,018.15		$6.71		1.34%
	Class Y		$1,000.00		$1,021.67		$3.16		0.63%
RS High Yield Fund	Class A		$1,000.00		$1,019.84		$5.01		1.00%
	Class C		$1,000.00		$1,016.36		$8.50		1.70%
	Class K		$1,000.00		$1,018.10		$6.76		1.35%
	Class Y		$1,000.00		$1,021.03		$3.81		0.76%
RS Tax-Exempt Fund	Class A		$1,000.00		$1,020.83		$4.01		0.80%
	Class C		$1,000.00		$1,016.86		$8.00		1.60%
	Class Y		$1,000.00		$1,021.37		$3.46		0.69%
RS High Income Municipal Bond Fund	Class A		$1,000.00		$1,020.83		$4.01		0.80%
	Class C		$1,000.00		$1,017.01		$7.85		1.57%
	Class Y		$1,000.00		$1,021.97		$2.86		0.57%
RS Floating Rate Fund	Class A		$1,000.00		$1,019.84		$5.01		1.00%
	Class C		$1,000.00		$1,015.87		$9.00		1.80%
	Class K		$1,000.00		$1,017.06		$7.80		1.56%
	Class Y		$1,000.00		$1,020.93		$3.91		0.78%
RS Strategic Income Fund	Class A		$1,000.00		$1,020.08		$4.76		0.95%
	Class C		$1,000.00		$1,016.17		$8.70		1.74%
	Class K		$1,000.00		$1,018.15		$6.71		1.34%
	Class Y		$1,000.00		$1,021.13		$3.71		0.74%

* 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).

4 www.rsinvestments.com

Financial Information

Six-Month Period Ended June 30, 2015

SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Agency Mortgage-Backed Securities – 5.4%
FHLMC 5.50% due 6/1/2038	$	107,295	$	120,114
7.00% due 9/1/2038		37,809		46,185
1534 Z 5.00% due 6/15/2023		100,508		108,000
FNMA 2.285% due 12/1/2036(1)(2)		100,306		106,870
2.315% due 8/1/2046(1)		72,283		72,549
3.50% due 11/1/2042		6,938		7,174
3.50% due 7/14/2045(2)		1,800,000		1,854,984
4.50% due 12/1/2038 - 3/1/2044		1,499,546		1,624,114
5.00% due 12/1/2034 - 11/1/2036		49,291		54,557
5.50% due 4/1/2022 - 1/1/2038(2)		393,134		439,528
6.00% due 8/1/2021		63,508		69,247
7.00% due 8/1/2023 - 6/1/2032		49,264		57,983
7.50% due 12/1/2029 - 2/1/2031		66,795		78,908
8.00% due 6/1/2030 - 9/1/2030		32,672		39,093
GNMA 6.00% due 12/15/2033		40,671		47,497
Total Agency Mortgage-Backed Securities (Cost $4,615,897)				4,726,803
	Principal Amount		Value
Asset-Backed Securities – 1.7%
Ameriquest Mortgage Securities, Inc. 2003-5 A6 4.433% due 4/25/2033(1)		218,829		222,500
DB Master Finance LLC 2015-1A A2I 3.262% due 2/20/2045(3)		189,525		190,243
Domino’s Pizza Master Issuer LLC 2012-1A A2 5.216% due 1/25/2042(2)(3)		1,072,538		1,107,095
Total Asset-Backed Securities (Cost $1,497,902)				1,519,838
	Principal Amount		Value
Senior Secured Loans – 5.9%
Building Materials – 0.7%
Generac Power Systems, Inc. Term Loan B 3.25% due 5/31/2020(1)		238,500		236,215
Quikrete Holdings, Inc. 1st Lien Term Loan 4.00% due 9/28/2020(1)		354,504		354,356
				590,571

6 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Environmental – 0.6%
Granite Acquisition, Inc. Term Loan B 5.00% due 12/19/2021(1)	$	476,532	$	481,289
Term Loan C 5.00% due 12/19/2021(1)		21,073		21,283
				502,572
Gaming – 1.5%
MGM Resorts International Term Loan B 3.50% due 12/20/2019(1)		734,925		729,229
Scientific Games International, Inc. 2014 Term Loan B1 6.00% due 10/18/2020(1)		591,000		590,598
				1,319,827
Pharmaceuticals – 1.1%
Amgen, Inc. Term Loan 1.282% due 9/18/2018(1)		356,000		354,515
RPI Finance Trust Term Loan B4 3.50% due 11/9/2020(1)		617,935		618,318
				972,833
Refining – 0.3%
Tesoro Corp. Delayed Draw Term Loan 2.437% due 5/30/2016(1)		318,000		316,610
				316,610
Retailers – 0.6%
BJ’s Wholesale Club, Inc. New 1st Lien Term Loan 4.50% due 9/26/2019(1)		496,649		495,686
				495,686
Wireless – 1.1%
Crown Castle Operating Co. Term Loan B2 3.00% due 1/31/2021(1)		980,067		973,765
				973,765
Total Senior Secured Loans (Cost $5,166,205)				5,171,864

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 7

SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Commercial Mortgage-Backed Securities – 15.9%
Banc of America Commercial Mortgage Trust 2006-2 A4 5.916% due 5/10/2045(1)	$	927,000	$	942,410
2008-1 A4 6.43% due 2/10/2051(1)(2)		837,561		911,681
Bear Stearns Commercial Mortgage Securities Trust 2005-PW10 AM 5.449% due 12/11/2040(1)(2)		810,000		822,190
2007-PW16 AM 5.896% due 6/11/2040(1)		715,000		765,713
Citigroup Commercial Mortgage Trust 2006-C5 A4 5.431% due 10/15/2049		409,000		425,664
2013-375P B 3.635% due 5/10/2035(1)(2)(3)		900,000		904,708
Citigroup/Deutsche Bank Commercial Mortgage Trust 2006-CD3 AM 5.648% due 10/15/2048		650,000		682,749
Credit Suisse Commercial Mortgage Trust 2006-C3 A3 6.00% due 6/15/2038(1)		741,879		757,686
Crown Castle Towers LLC Sr. Sec. Nt. 6.113% due 1/15/2020(2)(3)		1,500,000		1,707,921
Fairway Outdoor Funding LLC 2012-1A A2 4.212% due 10/15/2042(2)(3)		1,387,952		1,389,381
GMAC Commercial Mortgage Securities, Inc. 2006-C1 AM 5.29% due 11/10/2045(1)(2)		572,000		579,010
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7 AM 6.10% due 4/15/2045(1)		960,000		994,700
2007-LD12 AM 6.208% due 2/15/2051(1)		600,000		644,531
LB UBS Commercial Mortgage Trust 2006-C6 AM 5.413% due 9/15/2039(2)		455,000		475,353
Morgan Stanley Capital I Trust 2007-IQ16 A4 5.809% due 12/12/2049		248,350		266,529
Queens Center Mortgage Trust 2013-QCA A 3.275% due 1/11/2037(2)(3)		500,000		494,178
SBA Tower Trust 2.24% due 4/15/2043(3)		500,000		497,392

8 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Commercial Mortgage-Backed Securities (continued)
Wachovia Bank Commercial Mortgage Trust 2007-C33 AM 6.15% due 2/15/2051(1)	$	650,000	$	696,790
Total Commercial Mortgage-Backed Securities (Cost $14,090,797)				13,958,586
	Principal Amount		Value
Corporate Bonds – 54.1%
Aerospace & Defense – 0.2%
Northrop Grumman Space & Mission Systems Corp. 7.75% due 6/1/2029(2)		150,000		192,091
				192,091
Automotive – 2.8%
BorgWarner, Inc. Sr. Nt. 4.625% due 9/15/2020(2)		500,000		548,202
Ford Motor Credit Co. LLC Sr. Nt. 5.625% due 9/15/2015		500,000		504,539
General Motors Financial Co., Inc. 2.625% due 7/10/2017(2)		1,000,000		1,010,882
RCI Banque S.A. Sr. Nt. 4.60% due 4/12/2016(3)		350,000		358,545
				2,422,168
Banking – 14.2%
Ally Financial, Inc. 2.75% due 1/30/2017(2)		500,000		497,750
Bank of America Corp. Sr. Nt. 1.50% due 10/9/2015		500,000		501,147
Sub. Nt. 4.25% due 10/22/2026(2)		500,000		489,801
Sr. Nt. 5.70% due 1/24/2022(2)		850,000		964,887
Citigroup, Inc. Sr. Nt. 4.50% due 1/14/2022(2)		400,000		430,863
6.125% due 11/21/2017		350,000		384,990
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA 3.95% due 11/9/2022(2)		400,000		399,946
Credit Suisse/New York NY Sr. Nt. 5.30% due 8/13/2019		350,000		389,788

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 9

SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Banking (continued)
Discover Bank/Greenwood DE Sub. Nt. 7.00% due 4/15/2020(2)	$	400,000	$	465,536
Huntington Bancshares, Inc. Sub. Nt. 7.00% due 12/15/2020(2)		400,000		476,450
Intesa Sanpaolo S.p.A. Sr. Nt. 3.625% due 8/12/2015(3)		200,000		200,496
3.875% due 1/16/2018		600,000		619,400
JPMorgan Chase & Co. Sub. Nt. 3.375% due 5/1/2023(2)		300,000		291,306
Lloyds Bank PLC 5.80% due 1/13/2020(3)		350,000		399,872
Morgan Stanley Sr. Nt. 3.75% due 2/25/2023(2)		300,000		303,342
PNC Funding Corp. 5.25% due 11/15/2015		500,000		508,169
Regions Bank/Birmingham AL Sub. Nt. 7.50% due 5/15/2018(2)		500,000		573,914
Royal Bank of Scotland Group PLC Sr. Nt. 2.55% due 9/18/2015		240,000		240,671
Sub. Nt. 6.125% due 12/15/2022(2)		400,000		430,713
Standard Chartered PLC Sub. Nt. 3.95% due 1/11/2023(2)(3)		600,000		585,532
The Bear Stearns Cos. LLC Sr. Nt. 5.30% due 10/30/2015		202,000		204,889
The Goldman Sachs Group, Inc. Sub. Nt. 5.625% due 1/15/2017(2)		680,000		720,064
Sr. Nt. 5.75% due 1/24/2022(2)		500,000		568,734
The Huntington National Bank Sr. Nt. 1.35% due 8/2/2016(2)		1,300,000		1,300,896
2.00% due 6/30/2018		500,000		500,490
				12,449,646
Building Materials – 0.6%
Owens Corning 4.20% due 12/15/2022(2)		500,000		506,784
				506,784

10 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Cable Satellite – 1.0%
Comcast Corp. 6.45% due 3/15/2037(2)	$	250,000	$	308,949
Time Warner Cable, Inc. 5.85% due 5/1/2017(2)		550,000		587,327
				896,276
Chemicals – 1.8%
Cabot Corp. Sr. Nt. 3.70% due 7/15/2022(2)		500,000		505,199
Ecolab, Inc. Sr. Nt. 5.50% due 12/8/2041(2)		200,000		218,501
FMC Corp. Sr. Nt. 5.20% due 12/15/2019		100,000		109,488
LyondellBasell Industries N.V. Sr. Nt. 5.00% due 4/15/2019(2)		700,000		758,285
				1,591,473
Electric – 1.2%
NextEra Energy Capital Holdings, Inc. 1.586% due 6/1/2017		500,000		501,086
PPL Electric Utilities Corp. 6.25% due 5/15/2039(2)		220,000		279,607
Virginia Electric and Power Co. Sr. Nt. 8.875% due 11/15/2038(2)		200,000		308,204
				1,088,897
Energy - Integrated – 0.4%
Suncor Energy, Inc. Sr. Nt. 6.50% due 6/15/2038(2)		300,000		365,522
				365,522
Finance Companies – 1.8%
AerCap Ireland Capital Ltd. 3.75% due 5/15/2019(3)		400,000		395,500
General Electric Capital Corp. 6.75% due 3/15/2032(2)		200,000		259,650
International Lease Finance Corp. Sr. Nt. 4.625% due 4/15/2021(2)		950,000		959,500
				1,614,650

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 11

SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Food And Beverage – 1.6%
Anheuser-Busch InBev Worldwide, Inc. 3.75% due 7/15/2042(2)	$	625,000	$	551,815
H.J. Heinz Co. 2.00% due 7/2/2018(3)		500,000		499,842
Mead Johnson Nutrition Co. Sr. Nt. 4.90% due 11/1/2019		300,000		325,750
				1,377,407
Government Related – 1.7%
Dolphin Energy Ltd. Sr. Sec. Nt. 5.888% due 6/15/2019(3)		393,975		426,986
Petrobras Global Finance B.V. 5.875% due 3/1/2018(2)		500,000		510,000
Petroleos Mexicanos 5.75% due 3/1/2018		500,000		543,915
				1,480,901
Health Insurance – 0.2%
UnitedHealth Group, Inc. Sr. Nt. 6.50% due 6/15/2037(2)		125,000		157,725
				157,725
Healthcare – 1.2%
Amsurg Corp. 5.625% due 11/30/2020		500,000		508,750
Bio-Rad Laboratories, Inc. Sr. Nt. 4.875% due 12/15/2020		200,000		216,804
Fresenius Medical Care U.S. Finance, Inc. 6.875% due 7/15/2017		300,000		324,750
				1,050,304
Home Construction – 0.9%
Toll Brothers Finance Corp. 5.875% due 2/15/2022(2)		750,000		804,375
				804,375
Independent Energy – 2.9%
Anadarko Petroleum Corp. Sr. Nt. 5.95% due 9/15/2016(2)		1,000,000		1,054,914
Chesapeake Energy Corp. 7.25% due 12/15/2018(2)		650,000		669,500
Talisman Energy, Inc. Sr. Nt. 5.50% due 5/15/2042(2)		500,000		450,047

12 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Independent Energy (continued)
Whiting Petroleum Corp. 6.50% due 10/1/2018(2)	$	400,000	$	405,000
				2,579,461
Insurance - Life – 1.8%
MetLife, Inc. Jr. Sub. Nt. 6.40% due 12/15/2066		125,000		137,187
Prudential Financial, Inc. Sr. Nt. 4.75% due 9/17/2015		400,000		403,095
7.375% due 6/15/2019		300,000		355,699
Symetra Financial Corp. Sr. Nt. 6.125% due 4/1/2016(3)		300,000		308,930
Teachers Insurance & Annuity Association of America Sub. Nt. 6.85% due 12/16/2039(2)(3)		300,000		375,646
				1,580,557
Insurance: Property - Casualty – 0.7%
Berkshire Hathaway Finance Corp. 5.75% due 1/15/2040(2)		225,000		262,683
ZFS Finance U.S.A. Trust II Jr. Sub. Nt. 6.45% due 12/15/2065(1)(3)		300,000		306,831
				569,514
Media - Entertainment – 0.5%
Time Warner Cos., Inc. 7.57% due 2/1/2024(2)		350,000		431,824
				431,824
Metals And Mining – 2.4%
Allegheny Technologies, Inc. Sr. Nt. 9.375% due 6/1/2019		400,000		470,000
Freeport-McMoRan, Inc. Sr. Nt. 3.55% due 3/1/2022(2)		450,000		416,533
Steel Dynamics, Inc. 5.25% due 4/15/2023(2)		250,000		248,125
Vale Overseas Ltd. 6.25% due 1/23/2017(2)		900,000		951,822
				2,086,480
Midstream – 2.7%
DCP Midstream Operating LP 3.25% due 10/1/2015		500,000		499,980

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 13

SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Midstream (continued)
Energy Transfer Partners LP Sr. Nt. 5.15% due 2/1/2043(2)	$	275,000	$	244,900
Enterprise Products Operating LLC Series A 8.375% due 8/1/2066(1)		400,000		419,000
Kinder Morgan Energy Partners LP 5.00% due 10/1/2021(2)		400,000		423,257
Williams Partners LP Sr. Nt. 5.25% due 3/15/2020(2)		750,000		815,204
				2,402,341
Oil Field Services – 2.1%
Nabors Industries, Inc. 4.625% due 9/15/2021(2)		750,000		745,103
Transocean, Inc. 6.00% due 3/15/2018(2)		500,000		505,000
Weatherford International Ltd. 5.125% due 9/15/2020		350,000		356,653
6.50% due 8/1/2036(2)		250,000		227,305
				1,834,061
Packaging – 0.6%
Silgan Holdings, Inc. Sr. Nt. 5.00% due 4/1/2020(2)		500,000		513,750
				513,750
Paper – 1.8%
Georgia-Pacific LLC 5.40% due 11/1/2020(2)(3)		670,000		747,907
Rock Tenn Co. 4.90% due 3/1/2022(2)		800,000		861,424
				1,609,331
Railroads – 0.2%
CSX Corp. Sr. Nt. 4.75% due 5/30/2042(2)		175,000		175,165
				175,165
Real Estate Investment Trusts – 1.8%
DDR Corp. Sr. Nt. 4.75% due 4/15/2018(2)		1,000,000		1,066,970
Equity Commonwealth Sr. Nt. 5.875% due 9/15/2020		300,000		329,495

14 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Real Estate Investment Trusts (continued)
ProLogis LP 6.875% due 3/15/2020	$	145,000	$	167,499
				1,563,964
Technology – 1.9%
First Data Corp. Sr. Sec. Nt. 7.375% due 6/15/2019(2)(3)		620,000		644,490
Hewlett-Packard Co. Sr. Nt. 3.75% due 12/1/2020(2)		1,000,000		1,030,506
				1,674,996
Wireless – 1.8%
America Movil S.A.B. de C.V. 5.00% due 10/16/2019(2)		700,000		770,518
Sprint Communications, Inc. Sr. Nt. 6.00% due 12/1/2016(2)		648,000		665,820
Vodafone Group PLC Sr. Nt. 6.15% due 2/27/2037(2)		100,000		106,796
				1,543,134
Wirelines – 3.3%
AT&T, Inc. Sr. Nt. 6.30% due 1/15/2038(2)		300,000		333,122
Deutsche Telekom International Finance B.V. 8.75% due 6/15/2030(2)		250,000		351,732
Orange S.A. Sr. Nt. 9.00% due 3/1/2031		115,000		162,272
Telecom Italia Capital S.A. 5.25% due 10/1/2015		277,000		279,313
Verizon Communications, Inc. Sr. Nt. 4.522% due 9/15/2048(3)		453,000		397,968
6.55% due 9/15/2043(2)		1,150,000		1,345,217
				2,869,624
Total Corporate Bonds (Cost $45,768,392)				47,432,421

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 15

SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Municipal Bonds – 1.6%
Chicago Illinois Metropolitan Wtr. Reclamation Dist. Greater Chicago G.O. Build America Bonds Taxable Direct Payment 5.72% due 12/1/2038(2)	$	400,000	$	472,592
Illinois St. Toll Hwy. Auth. Toll Hwy. Rev. Build America Bonds Ser. A 6.184% due 1/1/2034(2)		300,000		373,842
San Diego Cnty. California Wtr. Auth. Fing. Agcy. Wtr. Rev. Build America Bonds Ser. B 6.138% due 5/1/2049(2)		400,000		505,268
Total Municipal Bonds (Cost $1,130,484)				1,351,702
	Principal Amount		Value
Non-Agency Mortgage-Backed Securities – 7.8%
Banc of America Alternative Loan Trust 2004-1 2A1 6.00% due 2/25/2034		531,423		560,851
Banc of America Funding Trust 2004-2 1CB1 5.75% due 9/20/2034		752,135		810,435
Countrywide Alternative Loan Trust 2006-19CB A15 6.00% due 8/25/2036		246,053		224,864
Countrywide Home Loans Mortgage Pass-Through Trust 2002-19 1A1 6.25% due 11/25/2032		112,080		115,831
2004-5 2A9 5.25% due 5/25/2034		364,821		377,359
Deutsche Alt-A Securities Mortgage Loan Trust 2007-AR3 2A2B 0.427% due 6/25/2037(1)		660,339		549,605
GSR Mortgage Loan Trust 2004-10F 6A1 5.00% due 9/25/2034		37,831		39,166
JPMorgan Mortgage Trust 2004-S2 1A3 4.75% due 11/25/2019		172,887		174,984
2005-A3 11A2 2.578% due 6/25/2035(1)		571,000		580,355
Master Asset Securitization Trust 2003-10 3A7 5.50% due 11/25/2033		168,753		175,996

16 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Non-Agency Mortgage-Backed Securities (continued)
2003-5 2A1 5.00% due 6/25/2018	$	73,457	$	75,728
2003-7 4A33 5.25% due 9/25/2033(2)		484,396		505,464
Prime Mortgage Trust 2003-3 A9 5.50% due 1/25/2034		432,224		431,876
2004-2 A3 5.25% due 11/25/2019		52,134		53,667
Residential Asset Mortgage Products Trust 2005-SL1 A4 6.00% due 5/25/2032		41,100		41,406
Residential Funding Mortgage Securities I Trust 2005-S3 A1 4.75% due 3/25/2020		192,664		195,774
Structured Adjustable Rate Mortgage Loan Trust 2004-5 3A1 2.443% due 5/25/2034(1)		664,792		664,691
Structured Asset Securities Corp. 2004-20 7A1 5.25% due 11/25/2034		470,679		476,768
2004-21XS 2A6A 4.74% due 12/25/2034(1)		14,682		14,986
Wells Fargo Mortgage Backed Securities Trust 2004-6 A4 5.50% due 6/25/2034		102,502		107,460
2004-Y 3A1 2.596% due 11/25/2034(1)		323,102		325,845
2005-2 2A1 4.75% due 4/25/2020(2)		102,200		104,907
2007-13 A7 6.00% due 9/25/2037		208,140		209,300
Total Non-Agency Mortgage-Backed Securities (Cost $6,732,020)				6,817,318
	Principal Amount		Value
U.S. Government Securities – 6.2%
U.S. Treasury Notes 1.75% due 5/15/2023		1,500,000		1,450,899
2.00% due 2/15/2025		900,000		874,406
2.50% due 5/15/2024		3,000,000		3,051,327
Total U.S. Government Securities (Cost $5,505,542)				5,376,632

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 17

SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Repurchase Agreements – 0.6%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $531,000, due 7/1/2015(4)	$	531,000	$	531,000
Total Repurchase Agreements (Cost $531,000)				531,000
Total Investments - 99.2% (Cost $85,038,239)				86,886,164
Other Assets, Net - 0.8%				731,665
Total Net Assets - 100.0%			$	87,617,829

⁽¹⁾  Variable rate securities, which may include step-up bonds or adjustable rate mortgages. The rate shown is the rate in effect at June 30, 2015.

⁽²⁾  Securities are segregated to cover anticipated or existing derivative positions or to be announced securities (TBA).

⁽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. At June 30, 2015, the aggregate market value of these securities amounted to $11,939,463, representing 13.6% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.

⁽⁴⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
FHLB		2.96%		2/7/2028	$	541,800

The table below presents futures contracts as of June 30, 2015:

Description	Counterparty	Number of Contracts		Expiration		Face Value (000s)		Unrealized Depreciation
Purchased Futures Contracts
5 YR U.S. Treasury Note	Goldman Sachs & Co.		55		9/30/2015	$	6,559	$	(5,349	)
U.S. Ultra Bond	Goldman Sachs & Co		26		9/21/2015		4,006		(77,402	)
Total								$	(82,751	)

18 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INVESTMENT QUALITY BOND FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1			Level 2		Level 3		Total
Agency Mortgage-Backed Securities	$	—		$	4,726,803	$	—	$	4,726,803
Asset-Backed Securities		—			1,519,838		—		1,519,838
Senior Secured Loans		—			5,171,864		—		5,171,864
Commercial Mortgage-Backed Securities		—			13,958,586		—		13,958,586
Corporate Bonds		—			47,432,421		—		47,432,421
Municipal Bonds		—			1,351,702		—		1,351,702
Non-Agency Mortgage-Backed Securities		—			6,817,318		—		6,817,318
U.S. Government Securities		—			5,376,632		—		5,376,632
Repurchase Agreements		—			531,000		—		531,000
Other Financial Instruments:
Financial Futures Contracts		(82,751	)		—		—		(82,751	)
Total	$	(82,751	)	$	86,886,164	$	—	$	86,803,413

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 19

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Agency Mortgage-Backed Securities – 4.8%
FHLMC 1534 Z 5.00% due 6/15/2023(1)	$	42,010	$	45,142
5.00% due 8/1/2040(1)		7,834,530		8,693,134
20 H 5.50% due 10/25/2023(1)		23,134		25,267
7.00% due 9/1/2038(1)		18,149		22,169
FNMA 2.315% due 8/1/2046(1)(2)		25,313		25,405
5.00% due 2/1/2041 - 10/1/2041(1)		29,658,274		32,848,190
Total Agency Mortgage-Backed Securities (Cost $42,027,207)				41,659,307
	Principal Amount		Value
Asset-Backed Securities – 7.1%
Ally Master Owner Trust 2013-1 A1 0.636% due 2/15/2018(2)		6,400,000		6,401,254
Ameriquest Mortgage Securities, Inc. 2003-5 A6 4.433% due 4/25/2033(2)		49,767		50,602
Avis Budget Rental Car Funding AESOP LLC 2013-1A A 1.92% due 9/20/2019(1)(3)		10,500,000		10,466,201
2014-1A A 2.46% due 7/20/2020(1)(3)		6,000,000		6,039,390
Citibank Credit Card Issuance Trust 2014-A2 A2 1.02% due 2/22/2019(1)		3,000,000		2,998,611
CNH Equipment Trust 2014-B A4 1.61% due 5/17/2021(1)		4,500,000		4,517,226
DB Master Finance LLC 2015-1A A2I 3.262% due 2/20/2045(1)(3)		1,705,725		1,712,186
Domino’s Pizza Master Issuer LLC 2012-1A A2 5.216% due 1/25/2042(1)(3)		4,058,250		4,189,011
Enterprise Fleet Financing LLC 2012-2 A2 0.72% due 4/20/2018(1)(3)		180,777		180,781
Ford Credit Auto Lease Trust 2014-B A3 0.89% due 9/15/2017(1)		4,100,000		4,104,924

20 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Asset-Backed Securities (continued)
Hyundai Auto Lease Securitization Trust 2014-B A4 1.26% due 9/17/2018(1)(3)	$	3,600,000	$	3,605,987
Kubota Credit Owner Trust 2014-1A A3 1.16% due 5/15/2018(1)(3)		5,400,000		5,409,175
Mercedes-Benz Auto Lease Trust 2013-B A4 0.76% due 7/15/2019(1)		4,500,000		4,501,868
Residential Asset Mortgage Products Trust 2002-RS4 AI5 6.163% due 8/25/2032(2)		25,407		24,168
Synchrony Credit Card Master Note Trust 2012-6 A 1.36% due 8/17/2020(1)		6,805,000		6,800,379
Total Asset-Backed Securities (Cost $60,920,928)				61,001,763
	Principal Amount		Value
Senior Secured Loans – 8.8%
Building Materials – 1.1%
ABC Supply Co., Inc. Term Loan 3.50% due 4/16/2020(2)		4,175,625		4,153,703
Generac Power Systems, Inc. Term Loan B 3.25% due 5/31/2020(2)		1,810,247		1,792,905
Quikrete Holdings, Inc. 1st Lien Term Loan 4.00% due 9/28/2020(2)		3,261,442		3,260,072
				9,206,680
Consumer Products – 0.8%
Bombardier Recreational Products, Inc. New Term Loan B 3.75% due 1/30/2019(2)		6,794,286		6,784,094
				6,784,094
Food And Beverage – 0.6%
H.J. Heinz Co. Term Loan B1 3.00% due 6/7/2019(2)		5,271,281		5,269,067
				5,269,067

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 21

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Gaming – 2.0%
Boyd Gaming Corp. Term Loan B 4.00% due 8/14/2020(2)	$	4,607,000	$	4,614,003
MGM Resorts International Term Loan B 3.50% due 12/20/2019(2)		6,957,286		6,903,367
Scientific Games International, Inc. 2014 Term Loan B1 6.00% due 10/18/2020(2)		5,910,000		5,905,981
				17,423,351
Healthcare – 1.4%
DaVita HealthCare Partners, Inc. Term Loan B 3.50% due 6/24/2021(2)		2,970,000		2,967,416
Fresenius SE & Co. KGaA USD Term Loan B 2.282% due 8/7/2019(2)		8,842,500		8,842,500
				11,809,916
Leisure – 1.2%
Kasima LLC New Term Loan B 3.25% due 5/17/2021(2)		5,702,206		5,680,822
WMG Acquisition Corp. New Term Loan 3.75% due 7/1/2020(2)		5,158,125		5,075,131
				10,755,953
Media - Entertainment – 0.2%
Tribune Media Co. Term Loan 3.75% due 12/27/2020(2)		2,206,990		2,206,306
				2,206,306
Pharmaceuticals – 0.6%
Amgen, Inc. Term Loan 1.282% due 9/18/2018(2)		2,957,941		2,945,606
RPI Finance Trust Term Loan A 2.282% due 8/9/2016(2)		1,888,578		1,887,011
				4,832,617
Refining – 0.4%
Tesoro Corp. Delayed Draw Term Loan 2.437% due 5/30/2016(2)		3,577,500		3,561,866
				3,561,866

22 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Wireless – 0.5%
Crown Castle Operating Co. Term Loan B2 3.00% due 1/31/2021(2)	$	4,552,171	$	4,522,901
				4,522,901
Total Senior Secured Loans (Cost $76,585,713)				76,372,751
	Principal Amount		Value
Commercial Mortgage-Backed Securities – 22.2%
American Tower Trust I 13 1A 1.551% due 3/15/2043(1)(3)		7,000,000		6,964,818
Banc of America Commercial Mortgage Trust 2006-1 A4 5.372% due 9/10/2045(1)(2)		242,265		243,502
2006-1 AM 5.421% due 9/10/2045(1)(2)		7,000,000		7,091,357
2007-3 AM 5.749% due 6/10/2049(1)(2)		4,050,000		4,328,203
2008-1 A4 6.43% due 2/10/2051(1)(2)		7,681,628		8,361,414
Banc of America Merrill Lynch Commercial Mortgage, Inc. 2005-5 A4 5.115% due 10/10/2045(1)(2)		6,356,476		6,360,105
Bear Stearns Commercial Mortgage Securities Trust 2005-PW10 A4 5.405% due 12/11/2040(1)(2)		8,389,226		8,437,430
2006-T24 AM 5.568% due 10/12/2041(1)(2)		9,300,000		9,740,364
2007-PW16 AM 5.896% due 6/11/2040(1)(2)		3,300,000		3,534,062
Citigroup Commercial Mortgage Trust 2006-C5 A4 5.431% due 10/15/2049(1)		4,515,000		4,698,959
2014-388G B 1.236% due 6/15/2033(1)(2)(3)		4,775,000		4,740,372
Citigroup/Deutsche Bank Commercial Mortgage Trust 2006-CD2 AM 5.527% due 1/15/2046(1)(2)		4,020,000		4,093,855
Commercial Mortgage Trust 2005-C6 AJ 5.209% due 6/10/2044(1)(2)		2,443,000		2,449,303
Credit Suisse Commercial Mortgage Trust 2006-C3 A3 6.00% due 6/15/2038(1)(2)		5,842,298		5,966,780

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 23

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Commercial Mortgage-Backed Securities (continued)
2006-C4 AM 5.509% due 9/15/2039	$	5,000,000	$	5,215,520
2006-C5 AM 5.343% due 12/15/2039		6,300,000		6,611,724
GS Mortgage Securities Trust 2006-GG8 AM 5.591% due 11/10/2039(1)		1,700,000		1,780,062
Hilton U.S.A. Trust 2013-HLT AFX 2.662% due 11/5/2030(1)(3)		8,000,000		7,949,368
JPMorgan Chase Commercial Mortgage Securities Trust 2005-LDP5 AM 5.454% due 12/15/2044(1)(2)		3,120,000		3,163,561
2006-LDP7 AM 6.10% due 4/15/2045(1)(2)		6,400,000		6,631,334
2007-CB18 A4 5.44% due 6/12/2047(1)		11,533,541		12,092,699
2007-LD12 AM 6.208% due 2/15/2051(1)(2)		4,000,000		4,296,872
LB UBS Commercial Mortgage Trust 2006-C6 AM 5.413% due 9/15/2039(1)		3,525,000		3,682,677
Merrill Lynch Mortgage Trust 2005-LC1 A4 5.291% due 1/12/2044(1)(2)		2,409,576		2,421,552
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8 A2 1.689% due 12/15/2048(1)		8,500,000		8,499,813
Morgan Stanley Capital I Trust 2006-HQ8 A4 5.601% due 3/12/2044(1)(2)		8,421,357		8,472,811
2007-IQ16 A4 5.809% due 12/12/2049(1)		3,820,772		4,100,445
SBA Tower Trust 2.24% due 4/15/2043(1)(3)		13,000,000		12,932,192
2.933% due 12/15/2042(1)(3)		5,000,000		5,073,815
Wachovia Bank Commercial Mortgage Trust 2004-C11 A5 5.215% due 1/15/2041(1)(2)		583,557		584,572
2006-C28 AM 5.603% due 10/15/2048(1)(2)		10,500,000		11,006,657
2007-C31 AM 5.591% due 4/15/2047(1)(2)		4,300,000		4,562,089
2007-C33 AM 6.15% due 2/15/2051(1)(2)		5,250,000		5,627,916
Total Commercial Mortgage-Backed Securities (Cost $199,176,728)				191,716,203

24 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Corporate Bonds – 39.8%
Aerospace & Defense – 0.5%
Harris Corp. Sr. Nt. 1.999% due 4/27/2018(1)	$	3,000,000	$	2,991,261
L-3 Communications Corp. 3.95% due 11/15/2016		1,500,000		1,548,797
				4,540,058
Automotive – 0.8%
Ford Motor Credit Co. LLC Sr. Nt. 1.70% due 5/9/2016(1)		2,600,000		2,603,388
General Motors Financial Co., Inc. 3.25% due 5/15/2018(1)		4,000,000		4,090,976
				6,694,364
Banking – 9.7%
Ally Financial, Inc. 2.75% due 1/30/2017(1)		2,900,000		2,886,950
3.125% due 1/15/2016(1)		2,000,000		2,007,500
Bank of America Corp. Sr. Nt. 1.70% due 8/25/2017(1)		4,000,000		4,004,596
Barclays Bank PLC Sub. Nt. 6.05% due 12/4/2017(1)(3)		4,500,000		4,896,175
Capital One N.A. Sr. Nt. 1.50% due 3/22/2018(1)		4,000,000		3,947,864
Credit Agricole S.A. Sr. Nt. 1.625% due 4/15/2016(1)(3)		4,500,000		4,524,669
Deutsche Bank AG Sr. Nt. 1.875% due 2/13/2018(1)		6,500,000		6,480,110
Intesa Sanpaolo S.p.A. 3.125% due 1/15/2016(1)		4,500,000		4,534,304
Lloyds Bank PLC 1.75% due 3/16/2018(1)		3,500,000		3,500,343
Macquarie Bank Ltd. Sr. Nt. 3.45% due 7/27/2015(1)(3)		4,750,000		4,759,500
Morgan Stanley Sr. Nt. 1.75% due 2/25/2016(1)		4,700,000		4,719,129
3.45% due 11/2/2015(1)		3,750,000		3,784,001

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 25

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Banking (continued)
Regions Bank/Birmingham AL Sub. Nt. 7.50% due 5/15/2018(1)	$	4,500,000	$	5,165,226
Royal Bank of Scotland Group PLC Sr. Nt. 1.875% due 3/31/2017(1)		7,750,000		7,710,599
SunTrust Banks, Inc. Sr. Nt. 3.60% due 4/15/2016(1)		4,600,000		4,687,133
The Goldman Sachs Group, Inc. Sr. Nt. 1.60% due 11/23/2015(1)		2,500,000		2,508,633
The Huntington National Bank Sr. Nt. 1.30% due 11/20/2016(1)		4,000,000		3,993,480
U.S. Bancorp Jr. Sub. Nt. 3.442% due 2/1/2016(1)		5,000,000		5,066,285
UBS AG/Stamford CT Sr. Nt. 1.80% due 3/26/2018(1)		3,500,000		3,494,792
Wells Fargo Bank N.A. Sub. Nt. 5.75% due 5/16/2016(1)		800,000		830,527
				83,501,816
Brokerage – 1.5%
Jefferies Group LLC Sr. Nt. 3.875% due 11/9/2015(1)		6,000,000		6,050,466
Nomura Holdings, Inc. Sr. Nt. 2.00% due 9/13/2016(1)		7,000,000		7,051,002
				13,101,468
Building Materials – 0.6%
Martin Marietta Materials, Inc. Sr. Nt. 6.60% due 4/15/2018(1)		4,500,000		5,037,012
				5,037,012
Cable Satellite – 0.8%
Time Warner Cable, Inc. 5.85% due 5/1/2017(1)		6,500,000		6,941,142
				6,941,142

26 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Construction Machinery – 0.6%
CNH Industrial Capital LLC 3.25% due 2/1/2017	$	2,500,000	$	2,490,625
3.875% due 11/1/2015		2,750,000		2,756,875
				5,247,500
Consumer Cyclical Services – 0.5%
The ADT Corp. Sr. Nt. 2.25% due 7/15/2017(1)		4,500,000		4,455,900
				4,455,900
Diversified Manufacturing – 0.6%
Pentair Finance S.A. 1.35% due 12/1/2015(1)		1,750,000		1,752,349
1.875% due 9/15/2017(1)		3,750,000		3,764,062
				5,516,411
Electric – 2.5%
DPL, Inc. Sr. Nt. 6.50% due 10/15/2016		315,000		327,600
Exelon Corp. Sr. Nt. 1.55% due 6/9/2017		4,750,000		4,756,750
FirstEnergy Corp. Sr. Nt. Series A 2.75% due 3/15/2018(1)		2,400,000		2,435,345
GenOn Energy, Inc. Sr. Nt. 7.875% due 6/15/2017(1)		4,000,000		4,050,000
NextEra Energy Capital Holdings, Inc. 1.586% due 6/1/2017(1)		4,000,000		4,008,688
The Dayton Power & Light Co. 1.875% due 9/15/2016(1)		5,800,000		5,831,389
				21,409,772
Finance Companies – 1.5%
AerCap Ireland Capital Ltd. 2.75% due 5/15/2017(3)		4,640,000		4,611,000
Air Lease Corp. Sr. Nt. 2.125% due 1/15/2018(1)		3,500,000		3,465,000
CIT Group, Inc. Sr. Nt. 4.25% due 8/15/2017(1)		4,750,000		4,821,250
				12,897,250

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 27

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Financial - Other – 0.3%
Icahn Enterprises LP 3.50% due 3/15/2017(1)	$	2,700,000	$	2,716,875
				2,716,875
Food And Beverage – 0.5%
H.J. Heinz Co. 1.60% due 6/30/2017(3)		4,500,000		4,500,459
				4,500,459
Government Related – 2.1%
Abu Dhabi National Energy Co. PJSC Sr. Nt. 2.50% due 1/12/2018(1)(3)		4,500,000		4,523,643
CNOOC Nexen Finance 2014 ULC 1.625% due 4/30/2017(1)		8,500,000		8,512,121
Petrobras Global Finance B.V.
2.00% due 5/20/2016(1)		1,000,000		988,170
3.25% due 3/17/2017(1)		4,250,000		4,190,967
				18,214,901
Healthcare – 1.1%
Becton Dickinson and Co. Sr. Nt. 1.80% due 12/15/2017(1)		4,000,000		4,000,488
Laboratory Corp. of America Holdings Sr. Nt. 2.50% due 11/1/2018(1)		3,500,000		3,529,355
McKesson Corp. Sr. Nt. 0.95% due 12/4/2015(1)		1,750,000		1,752,455
				9,282,298
Home Construction – 0.5%
DR Horton, Inc. 3.625% due 2/15/2018(1)		4,500,000		4,584,375
				4,584,375
Independent Energy – 0.5%
Southwestern Energy Co. Sr. Nt. 3.30% due 1/23/2018(1)		4,000,000		4,101,788
				4,101,788
Industrial - Other – 1.2%
AECOM Global II LLC 3.85% due 4/1/2017(1)		4,500,000		4,477,500
Hutchison Whampoa International 14 Ltd. 1.625% due 10/31/2017(1)(3)		5,500,000		5,483,500
				9,961,000

28 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Insurance - Life – 0.3%
Prudential Financial, Inc. Sr. Nt. 4.75% due 9/17/2015(1)	$	3,000,000	$	3,023,211
				3,023,211
Insurance: Property - Casualty – 1.0%
Assurant, Inc. Sr. Nt. 2.50% due 3/15/2018		4,500,000		4,566,496
XLIT Ltd. 2.30% due 12/15/2018(1)		4,000,000		4,026,944
				8,593,440
Media - Entertainment – 0.6%
The Interpublic Group of Cos., Inc. Sr. Nt. 2.25% due 11/15/2017(1)		5,500,000		5,546,074
				5,546,074
Metals And Mining – 1.5%
Freeport-McMoRan, Inc. 2.30% due 11/14/2017(1)		6,000,000		5,981,520
Glencore Finance Canada Ltd. 2.05% due 10/23/2015(1)(3)		750,000		751,921
Vale Overseas Ltd. 6.25% due 1/23/2017(1)		6,000,000		6,345,480
				13,078,921
Midstream – 1.9%
Buckeye Partners LP Sr. Nt. 2.65% due 11/15/2018(1)		3,400,000		3,387,587
Columbia Pipeline Group, Inc. 2.45% due 6/1/2018(3)		1,500,000		1,511,583
Enterprise Products Operating LLC Series A 8.375% due 8/1/2066(1)(2)		6,600,000		6,913,500
Kinder Morgan, Inc. 2.00% due 12/1/2017(1)		4,500,000		4,486,342
				16,299,012
Oil Field Services – 1.4%
Nabors Industries, Inc. 2.35% due 9/15/2016(1)		3,400,000		3,409,931
Transocean, Inc. 3.00% due 10/15/2017(1)		5,000,000		4,850,000
Weatherford International LLC 6.35% due 6/15/2017(1)		4,000,000		4,283,748
				12,543,679

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 29

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Pharmaceuticals – 2.2%
AbbVie, Inc. Sr. Nt. 1.20% due 11/6/2015(1)	$	3,500,000	$	3,503,196
Actavis Funding SCS 2.35% due 3/12/2018(1)		6,500,000		6,534,313
Mallinckrodt International Finance S.A. 3.50% due 4/15/2018		3,500,000		3,508,750
Mylan, Inc. 1.35% due 11/29/2016(1)		2,250,000		2,243,169
Zoetis, Inc. Sr. Nt. 1.15% due 2/1/2016(1)		3,400,000		3,400,748
				19,190,176
Real Estate Investment Trusts – 1.4%
BioMed Realty LP 3.85% due 4/15/2016(1)		1,700,000		1,731,953
Prologis LP 4.50% due 8/15/2017(1)		4,000,000		4,240,676
Realty Income Corp. Sr. Nt. 5.375% due 9/15/2017(1)		4,000,000		4,319,748
Select Income REIT Sr. Nt. 2.85% due 2/1/2018(1)		2,000,000		2,026,998
				12,319,375
Retailers – 0.3%
CVS Health Corp. Sr. Nt. 1.20% due 12/5/2016(1)		2,500,000		2,503,503
				2,503,503
Technology – 1.3%
Avnet, Inc. Sr. Nt. 6.00% due 9/1/2015(1)		3,650,000		3,677,649
KLA-Tencor Corp. Sr. Nt. 2.375% due 11/1/2017(1)		4,000,000		4,027,492
NXP B.V. 3.50% due 9/15/2016(3)		3,400,000		3,434,000
				11,139,141
Tobacco – 0.6%
Reynolds American, Inc. 2.30% due 6/12/2018		5,000,000		5,037,380
				5,037,380

30 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Transportation Services – 0.3%
Ryder System, Inc. Sr. Nt. 3.60% due 3/1/2016(1)	$	2,500,000	$	2,541,970
				2,541,970
Wireless – 0.7%
American Tower Corp. Sr. Nt. 4.50% due 1/15/2018(1)		5,602,000		5,927,958
				5,927,958
Wirelines – 0.5%
Verizon Communications, Inc. Sr. Nt. 2.50% due 9/15/2016(1)		3,977,000		4,041,531
				4,041,531
Total Corporate Bonds (Cost $343,579,881)				344,489,760
	Principal Amount		Value
Non-Agency Mortgage-Backed Securities – 12.9%
Banc of America Funding Trust 2004-2 1CB1 5.75% due 9/20/2034(1)		1,373,030		1,479,456
2005-D A1 2.699% due 5/25/2035(1)(2)		3,182,134		3,237,570
Banc of America Mortgage Securities Trust 2003-J 2A2 2.829% due 11/25/2033(1)(2)		1,382,404		1,381,700
Bear Stearns ALT-A Trust 2003-3 2A 2.609% due 10/25/2033(1)(2)		4,661,191		4,685,574
2004-4 A1 0.787% due 6/25/2034(1)(2)		3,525,344		3,375,206
2004-7 2A1 2.557% due 8/25/2034(1)(2)		2,564,643		2,592,475
Chase Mortgage Finance Trust 2007-A1 2A1 2.642% due 2/25/2037(1)(2)		1,915,340		1,916,891
CS First Boston Mortgage Securities Corp. 2003-11 1A31 5.50% due 6/25/2033(1)		615,793		638,927
2003-23 2A8 4.50% due 10/25/2018(1)		246,125		247,019
2003-8 2A1 5.00% due 4/25/2018(1)		111,841		114,245

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 31

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Non-Agency Mortgage-Backed Securities (continued)
2004-5 5A1 5.00% due 8/25/2019	$	432,794	$	440,240
2004-AR5 3A1 2.777% due 6/25/2034(1)(2)		5,028,756		4,879,211
2004-AR5 6A1 2.611% due 6/25/2034(1)(2)		7,617,169		7,647,058
2004-AR7 4A1 2.499% due 11/25/2034(1)(2)		4,742,497		4,756,630
GSR Mortgage Loan Trust 2004-15F 5A1 5.50% due 1/25/2020(1)		842,475		862,125
Impac CMB Trust 2004-7 1A1 0.927% due 11/25/2034(1)(2)		5,166,247		4,900,769
JPMorgan Mortgage Trust 2004-S1 1A7 5.00% due 9/25/2034(1)		595,405		616,778
2004-S2 1A3 4.75% due 11/25/2019(1)		312,973		316,770
2005-A1 3A1 2.586% due 2/25/2035(1)(2)		1,863,822		1,888,645
2005-A1 6T1 2.594% due 2/25/2035(1)(2)		612,570		610,566
2006-A2 5A1 2.442% due 11/25/2033(1)(2)		2,416,182		2,435,963
Master Adjustable Rate Mortgages Trust 2004-13 2A1 2.666% due 4/21/2034(1)(2)		2,716,124		2,733,776
2004-13 3A7 2.702% due 11/21/2034(1)(2)		5,158,783		5,276,790
Master Asset Securitization Trust 2003-2 2A10 4.50% due 3/25/2018(1)		364,445		364,331
2003-5 2A1 5.00% due 6/25/2018		169,991		175,246
Merrill Lynch Mortgage Investors Trust 2005-A2 A2 2.46% due 2/25/2035(1)(2)		8,205,915		8,248,709
Morgan Stanley Mortgage Loan Trust 2004-1 1A9 4.50% due 11/25/2018(1)		308,178		313,335
2004-7AR 2A1 2.434% due 9/25/2034(1)(2)		6,089,786		6,014,443
2005-6AR 1A1 0.467% due 11/25/2035(1)(2)		2,107,544		2,032,252
MortgageIT Trust 2004-1 A1 0.967% due 11/25/2034(1)(2)		3,112,102		2,974,345

32 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Non-Agency Mortgage-Backed Securities (continued)
Prime Mortgage Trust 2003-3 A9 5.50% due 1/25/2034(1)	$	900,954	$	900,229
2004-2 A2 4.75% due 11/25/2019(1)		322,973		331,542
2004-2 A3 5.25% due 11/25/2019(1)		182,971		188,354
Residential Asset Mortgage Products Trust 2005-SL1 A4 6.00% due 5/25/2032		6,817		6,868
Residential Asset Securitization Trust 2003-A2 A1 4.25% due 5/25/2033(1)		1,154,657		1,152,948
Residential Funding Mortgage Securities I Trust 2005-S3 A1 4.75% due 3/25/2020		701,460		712,783
Structured Adjustable Rate Mortgage Loan Trust 2004-6 4A1 2.445% due 6/25/2034(1)(2)		5,992,601		5,985,464
Structured Asset Mortgage Investments II Trust 2004-AR7 A1A 0.888% due 4/19/2035(1)(2)		1,865,503		1,801,655
Structured Asset Securities Corp. 2003-29 2A1 5.25% due 9/25/2023(1)		1,313,812		1,342,084
2004-21XS 2A6A 4.74% due 12/25/2034(1)(2)		76,141		77,715
2004-3 3A1 5.50% due 3/25/2019(1)		595,871		612,746
Wells Fargo Mortgage Backed Securities Trust 2003-J 2A1 2.507% due 10/25/2033(1)(2)		506,134		508,692
2003-N 2A1 2.491% due 12/25/2033(1)(2)		1,015,251		996,517
2004-M A7 2.627% due 8/25/2034(1)(2)		3,752,987		3,808,599
2004-O A1 2.62% due 8/25/2034(1)(2)		1,875,488		1,864,360
2004-Z 2A2 2.615% due 12/25/2034(1)(2)		1,990,265		1,999,709
2005-2 2A1 4.75% due 4/25/2020(1)		150,294		154,275
2005-AR10 2A6 2.652% due 6/25/2035(1)(2)		4,407,617		4,437,056
2005-AR12 2A5 2.648% due 6/25/2035(1)(2)		3,629,221		3,710,904
2005-AR12 2A6 2.648% due 6/25/2035(1)(2)		4,044,140		4,133,581
Total Non-Agency Mortgage-Backed Securities (Cost $111,775,636)				111,883,126

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 33

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
U.S. Agencies – 0.0%
FHLMC 2.00% due 8/25/2016(1)	$	400,000	$	407,089
Total U.S. Agencies (Cost $403,752)				407,089
	Principal Amount		Value
U.S. Government Securities – 1.3%
U.S. Treasury Notes 0.50% due 11/30/2016 - 1/31/2017(1)		2,375,000		2,374,376
0.625% due 6/30/2017		8,500,000		8,496,677
Total U.S. Government Securities (Cost $10,868,042)				10,871,053
	Principal Amount		Value
Repurchase Agreements – 4.3%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $36,819,000, due 7/1/2015(4)		36,819,000		36,819,000
Total Repurchase Agreements (Cost $36,819,000)				36,819,000
Total Investments - 101.2% (Cost $882,156,887)				875,220,052
Other Liabilities, Net - (1.2)%				(9,969,149	)
Total Net Assets - 100.0%			$	865,250,903

⁽¹⁾  Securities are segregated to cover anticipated or existing derivative positions or to be announced securities (TBA).

⁽²⁾  Variable rate securities, which may include step-up bonds or adjustable rate mortgages. The rate shown is the rate in effect at June 30, 2015.

⁽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. At June 30, 2015, the aggregate market value of these securities amounted to $108,259,746, representing 12.5% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.

⁽⁴⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.125%		1/31/2021	$	37,557,076

34 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS LOW DURATION BOND FUND

The tables below presents futures contracts as of June 30, 2015:

Description (unaudited)	Counterparty	Number of Contracts		Expiration		Face Value (000s)		Unrealized Appreciation (Depreciation)
Purchased Futures Contracts
2 YR U.S. Treasury Note	Goldman Sachs & Co.		1,039		9/30/2015	$	227,476	$	100,226
5 YR U.S. Treasury Note	Goldman Sachs & Co.		182		9/30/2015		21,705		(39,907	)
Total								$	60,319

Description	Counterparty	Number of Contracts		Expiration		Face Value (000s)		Unrealized Appreciation
Sold Futures Contracts
10 YR U.S. Treasury Note	Goldman Sachs & Co.		269		9/21/2015	$	33,941	$	377,609
30-Day Federal Funds	Goldman Sachs & Co.		2		8/31/2015		832		35
U.S. Long Bond	Goldman Sachs & Co.		14		9/21/2015		2,112		36,939
Total								$	414,583

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 35

SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Agency Mortgage-Backed Securities	$	—	$	41,659,307	$	—	$	41,659,307
Asset-Backed Securities		—		61,001,763		—		61,001,763
Senior Secured Loans		—		76,372,751		—		76,372,751
Commercial Mortgage-Backed Securities		—		191,716,203		—		191,716,203
Corporate Bonds		—		344,489,760		—		344,489,760
Non-Agency Mortgage-Backed Securities		—		111,883,126		—		111,883,126
U.S. Agencies		—		407,089		—		407,089
U.S. Government Securities		—		10,871,053		—		10,871,053
Repurchase Agreements		—		36,819,000		—		36,819,000
Other Financial Instruments:
Financial Futures Contracts		474,902		—		—		474,902
Total	$	474,902	$	875,220,052	$	—	$	875,694,954

36 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS HIGH YIELD FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Senior Secured Loans – 26.6%
Cable Satellite – 1.3%
Grande Communications Holdings Term Loan B 4.50% due 5/31/2020(1)	$	1,184,907	$	1,176,766
				1,176,766
Healthcare – 4.0%
ADMI Corp. 2015 Term Loan B 5.50% due 4/30/2022(1)		700,000		701,750
Connolly Corp. 2nd Lien Term Loan 8.00% due 5/14/2022(1)		1,500,000		1,503,750
Phillips-Medisize Corp. 2nd Lien Term Loan 8.25% due 6/16/2022(1)		1,350,000		1,344,938
				3,550,438
Independent Energy – 1.0%
Chief Exploration & Development LLC 2nd Lien Term Loan 7.50% due 5/12/2021(1)		1,000,000		938,000
				938,000
Industrial - Other – 1.4%
Gates Global, Inc. Term Loan B 4.25% due 7/5/2021(1)		1,240,625		1,220,465
				1,220,465
Insurance: Property - Casualty – 1.7%
USI, Inc. Term Loan B 4.25% due 12/27/2019(1)		1,481,156		1,478,075
				1,478,075
Media - Entertainment – 2.7%
Deluxe Entertainment Services Group, Inc. Term Loan 2014 6.50% due 2/28/2020(1)		938,540		904,124
Getty Images, Inc. Term Loan B 4.75% due 10/18/2019(1)		177,442		131,086
William Morris Endeavor Entertainment LLC 2nd Lien Term Loan 8.25% due 5/1/2022(1)		1,350,000		1,310,620
				2,345,830
Oil Field Services – 2.2%
Caelus Energy Alaska O3 LLC 2nd Lien Term Loan 8.75% due 4/15/2020(1)		800,000		648,000

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 37

SCHEDULE OF INVESTMENTS — RS HIGH YIELD FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Oil Field Services (continued)
Drillships Financing Holding, Inc. Term Loan B1 6.00% due 3/31/2021(1)	$	1,025,894	$	834,390
Floatel International Ltd. USD Term Loan B 6.00% due 6/27/2020(1)		583,523		460,983
				1,943,373
Restaurants – 1.3%
B.C. Unlimited Liability Co. 2015 Term Loan B 3.75% due 12/10/2021(1)		1,138,467		1,136,884
				1,136,884
Retailers – 1.7%
The Neiman Marcus Group, Inc. 2020 Term Loan 4.25% due 10/25/2020(1)		1,488,693		1,478,466
				1,478,466
Technology – 9.3%
AF Borrower LLC 2nd Lien Term Loan 10.00% due 1/28/2023(1)		1,000,000		996,670
Air Newco LLC USD 2nd Lien Term Loan 10.50% due 3/20/2023(1)		1,000,000		970,000
Avaya, Inc. Term Loan B7 6.25% due 4/16/2020(1)		985,367		951,234
Interactive Data Corp. 2014 Term Loan 4.75% due 5/2/2021(1)		1,336,500		1,339,841
ION Trading Technologies S.a.r.l. New 2nd Lien Term Loan 7.25% due 6/10/2022(1)		1,350,000		1,346,625
Regit Eins GmbH USD 2nd Lien Term Loan 9.50% due 7/8/2021(1)		1,350,000		1,323,000
Renaissance Learning, Inc. New 2nd Lien Term Loan 8.00% due 4/11/2022(1)		1,250,000		1,219,788
				8,147,158
Total Senior Secured Loans (Cost $23,994,961)				23,415,455

38 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS HIGH YIELD FUND

June 30, 2015 (unaudited)	Principal Amount			Value
Corporate Bonds – 69.0%
Aerospace & Defense – 4.3%
Bombardier, Inc. 5.50% due 9/15/2018(2)	$	600,000		$	594,000
Sr. Nt. 7.50% due 3/15/2025(2)		1,050,000			952,875
DAE Aviation Holdings, Inc. Sr. Nt. 10.00% due 7/15/2023(2)		1,000,000			986,500
KLX, Inc. 5.875% due 12/1/2022(2)		1,250,000			1,262,362
					3,795,737
Building Materials – 2.6%
NCI Building Systems, Inc. 8.25% due 1/15/2023(2)		1,000,000			1,065,000
RSI Home Products, Inc. Sec. Nt. 6.50% due 3/15/2023(2)		1,000,000			1,007,500
Summit Materials LLC Sr. Nt. 6.125% due 7/15/2023(2)		175,000			175,000
			��
					2,247,500
Cable Satellite – 3.6%
Cablevision Systems Corp. Sr. Nt. 5.875% due 9/15/2022		400,000			388,000
CSC Holdings LLC Sr. Nt. 5.25% due 6/1/2024		1,000,000			960,000
DISH DBS Corp. 5.875% due 11/15/2024		1,000,000			960,625
Intelsat Luxembourg S.A. 8.125% due 6/1/2023		1,000,000			830,000
					3,138,625
Chemicals – 1.0%
Hexion, Inc. Sr. Sec. Nt. 8.875% due 2/1/2018		1,000,000			902,500
					902,500
Construction Machinery – 1.1%
Ahern Rentals, Inc. Sec. Nt. 7.375% due 5/15/2023(2)		1,000,000			987,500
					987,500

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 39

SCHEDULE OF INVESTMENTS — RS HIGH YIELD FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Consumer Cyclical Services – 1.7%
Monitronics International, Inc. 9.125% due 4/1/2020(3)	$	1,500,000	$	1,447,500
				1,447,500
Electric – 4.0%
Calpine Corp. Sr. Sec. Nt. 5.875% due 1/15/2024(2)		1,200,000		1,269,000
DPL, Inc. Sr. Nt. 7.25% due 10/15/2021		1,200,000		1,266,000
GenOn Energy, Inc. Sr. Nt. 9.50% due 10/15/2018		1,000,000		1,020,000
				3,555,000
Food And Beverage – 2.3%
FAGE Dairy Industry S.A. 9.875% due 2/1/2020(2)		1,000,000		1,042,500
Post Holdings, Inc. 6.00% due 12/15/2022(2)		1,000,000		962,500
				2,005,000
Gaming – 4.2%
Boyd Gaming Corp. 9.00% due 7/1/2020		1,400,000		1,519,000
Golden Nugget Escrow, Inc. Sr. Nt. 8.50% due 12/1/2021(2)(3)		1,200,000		1,242,000
Scientific Games International, Inc. 6.625% due 5/15/2021		1,200,000		930,000
				3,691,000
Government Related – 1.1%
CITGO Petroleum Corp. Sr. Sec. Nt. 6.25% due 8/15/2022(2)		1,000,000		982,500
				982,500
Healthcare – 3.8%
Kindred Healthcare, Inc. 8.00% due 1/15/2020(2)		1,000,000		1,070,000
Tenet Healthcare Corp. Sr. Nt. 8.125% due 4/1/2022		1,200,000		1,312,200
Universal Hospital Services, Inc. Sec. Nt. 7.625% due 8/15/2020		1,000,000		925,000
				3,307,200

40 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS HIGH YIELD FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Home Construction – 3.7%
K Hovnanian Enterprises, Inc. 8.00% due 11/1/2019(2)	$	750,000	$	693,750
WCI Communities, Inc. 6.875% due 8/15/2021		1,400,000		1,445,500
Woodside Homes Co. LLC 6.75% due 12/15/2021(2)(3)		1,200,000		1,134,000
				3,273,250
Independent Energy – 9.0%
Clayton Williams Energy, Inc. 7.75% due 4/1/2019		1,000,000		950,000
Denbury Resources, Inc. 5.50% due 5/1/2022		1,000,000		892,500
Energy XXI Gulf Coast, Inc. Sec. Nt. 11.00% due 3/15/2020(2)		1,000,000		875,000
EV Energy Partners LP 8.00% due 4/15/2019		680,000		632,400
Halcon Resources Corp. Sec. Nt. 8.625% due 2/1/2020(2)		1,200,000		1,185,000
Jupiter Resources, Inc. Sr. Nt. 8.50% due 10/1/2022(2)		1,500,000		1,256,250
Linn Energy LLC 7.75% due 2/1/2021		1,000,000		777,500
Sanchez Energy Corp. 6.125% due 1/15/2023		1,500,000		1,342,500
				7,911,150
Insurance: Property - Casualty – 1.1%
Hub Holdings LLC Sr. Nt. 8.125% due 7/15/2019(2)(4)		1,000,000		995,000
				995,000
Media - Entertainment – 6.0%
AMC Networks, Inc. 4.75% due 12/15/2022		1,200,000		1,200,000
Netflix, Inc. Sr. Nt. 5.75% due 3/1/2024		1,100,000		1,130,250
Sinclair Television Group, Inc. 5.625% due 8/1/2024(2)		1,000,000		977,500
Tribune Media Co. 5.875% due 7/15/2022(2)		700,000		705,250
Univision Communications, Inc. Sr. Sec. Nt. 6.75% due 9/15/2022(2)		1,214,000		1,283,805
				5,296,805

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 41

SCHEDULE OF INVESTMENTS — RS HIGH YIELD FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Paper – 1.3%
Millar Western Forest Products Ltd. Sr. Nt. 8.50% due 4/1/2021	$	1,200,000	$	1,155,000
				1,155,000
Pharmaceuticals – 1.2%
JLL/Delta Dutch Pledgeco B.V. Sr. Nt. 8.75% due 5/1/2020(2)(4)		1,000,000		1,015,000
				1,015,000
Refining – 1.8%
Calumet Specialty Products Partners LP 7.625% due 1/15/2022(3)		1,550,000		1,581,000
				1,581,000
Retailers – 1.3%
Argos Merger Sub, Inc. Sr. Nt. 7.125% due 3/15/2023(2)		1,050,000		1,099,875
				1,099,875
Supermarkets – 1.0%
Tops Holding LLC Sr. Sec. Nt. 8.00% due 6/15/2022(2)		900,000		901,125
				901,125
Technology – 6.1%
Advanced Micro Devices, Inc. Sr. Nt. 7.00% due 7/1/2024		1,120,000		946,400
Avaya, Inc. Sec. Nt. 10.50% due 3/1/2021(2)		830,000		684,750
Blue Coat Holdings, Inc. Sr. Nt. 8.375% due 6/1/2023(2)		1,000,000		1,017,500
First Data Corp. 12.625% due 1/15/2021		1,450,000		1,674,750
Infor U.S., Inc. 6.50% due 5/15/2022(2)		1,000,000		1,017,500
				5,340,900
Wireless – 2.8%
SBA Communications Corp. Sr. Nt. 4.875% due 7/15/2022		1,370,000		1,334,038

42 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS HIGH YIELD FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Wireless (continued)
Sprint Corp. 7.125% due 6/15/2024	$	1,250,000	$	1,159,500
				2,493,538
Wirelines – 4.0%
Communications Sales & Leasing, Inc. 8.25% due 10/15/2023(2)		1,250,000		1,228,125
EarthLink Holdings Corp. Sr. Sec. Nt. 7.375% due 6/1/2020		500,000		520,000
8.875% due 5/15/2019		745,000		776,663
Windstream Services LLC 6.375% due 8/1/2023		1,250,000		1,017,187
				3,541,975
Total Corporate Bonds (Cost $62,457,807)				60,664,680

	Shares		Value
Convertible Preferred Stocks – 0.9%
Wirelines – 0.9%
Frontier Communications Corp. Series A 11.125%		7,500		749,250
				749,250
Total Convertible Preferred Stocks (Cost $750,000)				749,250
	Principal Amount		Value
Repurchase Agreements – 3.8%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $3,308,000, due 7/1/2015(5)	$	3,308,000		3,308,000
Total Repurchase Agreements (Cost $3,308,000)				3,308,000
Total Investments - 100.3% (Cost $90,510,768)				88,137,385
Other Liabilities, Net - (0.3)%				(279,460	)
Total Net Assets - 100.0%			$	87,857,925

⁽¹⁾  Variable rate security. The rate shown is the rate in effect at June 30, 2015.

⁽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. At June 30, 2015, the aggregate market value of these securities amounted to $29,668,667, representing 33.8% of net assets.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 43

SCHEDULE OF INVESTMENTS — RS HIGH YIELD FUND

These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.

⁽³⁾  Securities are segregated to cover anticipated or existing derivative positions.

⁽⁴⁾  Payment-in-kind security, for which interest payments may be made in additional principal ranging from 0% to 100% of the full stated interest rate. As of June 30, 2015, interest payments had been made in cash.

⁽⁵⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.125%		1/31/2021	$	3,377,527

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Senior Secured Loans	$	—	$	23,415,455	$	—	$	23,415,455
Corporate Bonds		—		60,664,680		—		60,664,680
Convertible Preferred Stocks		749,250		—		—		749,250
Repurchase Agreements		—		3,308,000		—		3,308,000
Total	$	749,250	$	87,388,135	$	—	$	88,137,385

44 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Municipal Bonds – 98.7%
Alaska – 0.8%
Alaska St. Hsg. Fin. Corp. Ref. 5.00% due 12/1/2026	$	1,250,000	$	1,466,288
				1,466,288
California – 11.1%
California Golden St. Tobacco Securitization Corp. Asset Bkd. Ref-Ser. A 5.00% due 6/1/2040		2,000,000		2,184,380
California St. G.O. Var. Purp. 6.00% due 3/1/2033 - 11/1/2035		5,000,000		5,925,220
6.50% due 4/1/2033		2,000,000		2,374,000
California St. Pub. Wrks. Brd. Lease Rev. Dept. Dev. Svcs. Porterville Ser. C 6.50% due 4/1/2029		1,500,000		1,774,470
Dept. Gen. Svcs. Bldgs. 8 & 9 Ser. A 6.125% due 4/1/2028		1,000,000		1,165,420
Trustees Calif. St. Univ. Ser. D 6.125% due 4/1/2028		1,245,000		1,458,368
Var. Cap. Projs. Sub. Ser. I-1 6.125% due 11/1/2029		1,875,000		2,229,413
San Diego Cnty. CA Regl. Arpt. Auth. Rev. AMT-Senior-Ser. B 5.00% due 7/1/2038		1,200,000		1,297,524
San Francisco City & Cnty. Arpt. Commn. Intl. Rev. Ref-AMT-Second-Ser. C 5.00% due 5/1/2025		1,500,000		1,694,940
Univ. of California Rev. Ser. O 5.75% due 5/15/2019(1)		1,000,000		1,172,690
				21,276,425
Colorado – 2.1%
Anthem West Metropolitan Dist. CO Ref. 4.125% due 12/1/2044		2,000,000		1,964,780
Beacon Point CO Metropolitan Dist. Ref. AGM Insured 4.00% due 12/1/2037		1,000,000		985,660
Colorado Hsg. & Fin. Auth. Rev. Single Family Mtg. Ser. A FHA Insured 5.50% due 11/1/2029		130,000		132,855

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 45

SCHEDULE OF INVESTMENTS — RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Colorado (continued)
Colorado St. Hlth. Facs. Auth. Rev. Ref-Ser. B-Parkview Medical Ctr. 4.00% due 9/1/2034	$	1,000,000	$	981,570
				4,064,865
Connecticut – 2.6%
Connecticut St. G.O. Ser. A 5.00% due 3/15/2031		1,000,000		1,132,000
Connecticut St. Spl. Tax Oblig. Rev. Transn. Infrastructure Ser. A 5.00% due 11/1/2027		1,500,000		1,668,840
Hartford CT Stadium Auth. Lease Rev. Ser. A 5.00% due 2/1/2036		2,000,000		2,133,080
				4,933,920
Delaware – 0.5%
Delaware St. Economic Dev. Auth. Rev. St. Univ. Proj. AGM Insured 5.00% due 10/1/2039		865,000		958,671
				958,671
District Of Columbia – 0.9%
Metropolitan Washington DC Arpt. Auth. Sys. Rev. AMT-Ser. C 5.00% due 10/1/2028		1,500,000		1,680,270
				1,680,270
Florida – 6.4%
Brevard Cnty. FLA Health Facs. Auth. Health Care Facs. Rev. Health First Inc. Proj. 7.00% due 4/1/2019(1)		1,500,000		1,813,215
Florida St. G.O. Dept. Trans. Right of Way 5.375% due 7/1/2027		1,500,000		1,646,265
Miami-Dade Cnty. FLA Aviation Rev. Ser. A 6.00% due 10/1/2027		1,500,000		1,759,140
Miami-Dade Cnty. FLA Public Facs. Rev. Ref-Jackson Hlth. Sys. Ser. A 5.00% due 6/1/2033(2)		2,000,000		2,189,400
Orange County FLA Hlth. Facs. Auth. Rev. Presbyterian Retirement Communities 5.00% due 8/1/2040		3,000,000		3,115,350

46 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Florida (continued)
Palm Beach Cnty. FLA Wtr. & Swr. Rev. FPL Reclaimed Wtr. Proj. 5.25% due 10/1/2033	$	1,500,000	$	1,721,355
				12,244,725
Georgia – 3.8%
Atlanta GA Wtr. & Wastewtr. Rev. Ser. A 6.00% due 11/1/2019 (1)(3)		3,000,000		3,591,720
Carrollton GA Payroll Dev. Auth. Rev. Ref- UWG Athletic Complex LLC Proj. AGM Insured 5.00% due 6/15/2037		1,500,000		1,647,840
Gwinnett Cnty. GA Sch. Dist. G.O. 5.00% due 2/1/2018 (1)		1,760,000		1,940,030
				7,179,590
Illinois – 5.6%
Illinois St. G.O. 5.00% due 3/1/2017 - 1/1/2019		4,350,000		4,635,953
5.50% due 7/1/2027		2,000,000		2,164,980
Illinois St. Toll Hwy. Auth. Toll Hwy. Rev. Ref. Ser. A-1 5.25% due 1/1/2030		2,000,000		2,240,140
Ser. B 5.50% due 1/1/2033		1,500,000		1,642,020
				10,683,093
Indiana – 1.2%
Indiana Fin. Auth. Health Sys. Rev. Sisters of St. Francis Health 5.00% due 11/1/2025		2,000,000		2,257,660
				2,257,660
Kansas – 1.8%
Kansas St. Dept. Transn. Hwy. Rev. Ser. B-2 5.00% due 9/1/2022		1,500,000		1,677,795
Kansas St. Dev. Fin. Auth. Hosp. Rev. Adventist Health 5.50% due 11/15/2029		1,500,000		1,712,655
				3,390,450
Louisiana – 1.6%
Louisiana Loc. Govt. Environmental Facs. & Cmnty. Dev. Auth. Rev. Jefferson Parish Ser. A 5.25% due 4/1/2022		1,525,000		1,740,345

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 47

SCHEDULE OF INVESTMENTS — RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Louisiana (continued)
Louisiana St. Pub. Facs. Auth. Rev. Ochsner Clinic Foundation Proj. Ser. A 5.375% due 5/15/2043	$	1,200,000	$	1,244,688
				2,985,033
Maine – 0.9%
Maine St. Tpk. Auth. Rev. 6.00% due 7/1/2019(1)		1,500,000		1,776,855
				1,776,855
Maryland – 1.8%
Anne Arundel Cnty. MD G.O. Cons. Gen. Impt. 5.00% due 4/1/2028		1,500,000		1,723,380
Baltimore Cnty. MD G.O. Met. Dist. 71st Issue 5.00% due 2/1/2018(1)(3)		1,500,000		1,657,470
				3,380,850
Massachusetts – 5.3%
Massachusetts Bay Transn. Auth. Rev. Ser. A 5.25% due 7/1/2034		1,500,000		1,665,525
Massachusetts St. College Bldg. Auth. Rev. Ser. B 5.00% due 5/1/2030		1,500,000		1,706,475
Massachusetts St. Dept. Transn. Met Hwy. Sys. Rev. Ser. B 5.00% due 1/1/2027		2,000,000		2,236,160
Massachusetts St. Health & Ed. Facs. Auth. Rev. Harvard Univ. Ser. A 5.50% due 11/15/2036		1,500,000		1,708,470
Ser. O, M.I.T. 6.00% due 7/1/2018(1)		1,500,000		1,721,055
Univ. of Massachusetts Bldg. Auth. Proj. Rev. Senior-Ser. 1 5.00% due 11/1/2039		1,000,000		1,119,200
				10,156,885
Michigan – 2.6%
Michigan St. Hsg. Dev. Auth. Rental Hsg. Rev. Ser. B 5.00% due 10/1/2018		1,820,000		1,935,424

48 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Michigan (continued)
Wayne Cnty. MI Arpt. Auth. Rev. Arpt. Rev. Ref-Ser. B 5.00% due 12/1/2020	$	2,595,000	$	2,960,324
				4,895,748
Minnesota – 0.8%
Minnesota St. G.O.
5.00% due 8/1/2017(1)		30,000		32,594
5.00% due 8/1/2022(3)		1,470,000		1,594,553
				1,627,147
Missouri – 1.7%
Metropolitan St. Louis MO Swr. Dist. Wastewtr. Sys. Rev. Ser. A 5.75% due 5/1/2038		1,500,000		1,626,990
Missouri St. Environmental Impt. & Energy Res. Auth. Wtr. Poll. Rev. St. Revolving Fds. Pgs. Ser. A 5.75% due 1/1/2029		1,500,000		1,723,455
				3,350,445
Nevada – 1.2%
Clark Cnty. NV Wtr. Reclamation Dist. G.O. Ser. A 5.25% due 7/1/2038		2,000,000		2,245,400
				2,245,400
New Jersey – 5.4%
Essex Cnty. NJ Impt. Auth. Proj. Rev. AMBAC Insured 5.00% due 12/15/2023		2,000,000		2,200,140
Middlesex Cnty. NJ Impt. Auth. Lease Rev. Regl. Ed. Svc. Commn. 5.25% due 12/15/2018(1)		1,500,000		1,710,210
New Jersey Environmental Infrastructure Tr. Rev. AMT-Ser. B 5.00% due 9/1/2028		1,355,000		1,494,958
New Jersey St. G.O. Var. Purp. 5.00% due 6/1/2021		2,000,000		2,232,120
New Jersey St. Transn. Tr. Fd. Auth. Rev. Transn. Sys. Ser. C AGM Insured 5.50% due 12/15/2016		1,500,000		1,584,360
South Jersey NJ Trans. Auth. Rev. Ref- Ser. A 5.00% due 11/1/2039		1,000,000		1,039,970
				10,261,758

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 49

SCHEDULE OF INVESTMENTS — RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
New York – 6.9%
New York City NY Mun. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev. Ref-2nd Gen. Resolution-Ser. FF 5.00% due 6/15/2039	$	1,250,000	$	1,397,350
New York Counties NY Tobacco Trust II Rev. Tobacco Settlement Pass Through Bds. 5.75% due 6/1/2043		1,200,000		1,215,228
New York St. Dorm. Auth. Lease Rev. Mental Health Svcs. Facs. Ser. A 5.00% due 8/15/2021		1,800,000		2,085,606
New York St. Liberty Dev. Corp. Liberty Rev. Ref-7 World Trade Ctr. Class 1 5.00% due 9/15/2029		2,000,000		2,311,600
Port Authority of NY & NJ Rev. AMT-Ser. 178 5.00% due 12/1/2032		1,000,000		1,112,200
Consol-Ser. 172 5.00% due 10/1/2030		2,000,000		2,207,580
Triborough NY Bridge. & Tunl. Auth. Revs. Gen-Ser. A 5.00% due 11/15/2040		1,000,000		1,119,680
Utility Debt Securitization Auth. NY Rev. Restructuring-Ser. TE 5.00% due 12/15/2041		1,500,000		1,684,170
				13,133,414
North Carolina – 1.9%
Charlotte NC Wtr. & Swr. Sys. Rev. Ser. B 5.00% due 7/1/2033		1,750,000		2,009,613
University NC at Chapel Hill Rev. 5.00% due 12/1/2027		1,500,000		1,643,580
				3,653,193
Ohio – 0.9%
Ohio St. Hosp. Fac. Rev. Cleveland Clinic Health Ser. B 5.50% due 1/1/2034		1,500,000		1,695,945
				1,695,945
Oklahoma – 1.0%
Oklahoma St. Wtr. Res. Brd. Revolving Fd. Rev. Master Tr. 5.00% due 4/1/2029		1,635,000		1,844,035
				1,844,035
Oregon – 3.9%
Deschutes & Jefferson Cnty. OR Sch. Dist. G.O. 6.125% due 6/15/2018(1)		1,500,000		1,720,875

50 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Oregon (continued)
Oregon St. Dept. Administrative Svcs. Lottery Rev. Ser. A 5.25% due 4/1/2030	$	1,480,000	$	1,733,272
Oregon St. Dept. Transn. Hwy. User Tax Rev. Ser. A 5.00% due 11/15/2038		1,000,000		1,132,620
Oregon St. G.O. St. Brd. Ed. Ser. D 5.00% due 8/1/2025		1,000,000		1,158,570
Port of Portland OR Arpt. Rev. Ref-Portland Intl. Arpt. Ser. 23 5.00% due 7/1/2035		1,500,000		1,697,700
				7,443,037
Pennsylvania – 2.9%
Franklin Cnty. PA Ind. Dev. Auth. Rev. Chambersburg Hosp. Proj. 5.30% due 7/1/2030		1,000,000		1,124,500
Pennsylvania St. Higher Edl. Facs. Auth. Rev. Univ. Pittsburgh Med. Ctr. Ser. E 5.00% due 5/15/2031		1,000,000		1,106,910
Pennsylvania St. Tpk. Commn. Tpk. Rev. Ser. A 5.00% due 12/1/2044		2,000,000		2,160,260
Sub-Spl-Motor License Fd. Enhanced Ser. A 6.00% due 12/1/2036		1,000,000		1,174,170
				5,565,840
Rhode Island – 2.0%
Rhode Island St. & Providence Plantations G.O. Cons. Cap. Dev. Lien-Ser. A 5.50% due 8/1/2031		1,500,000		1,797,690
Rhode Island Tobacco Settlement Fing. Corp. Ref-Ser. A 5.00% due 6/1/2035		2,000,000		2,069,420
				3,867,110
South Carolina – 1.8%
Charleston Cnty. SC G.O. Cap. Impt. Transn. Sales Tax 5.00% due 11/1/2022		1,500,000		1,774,650
South Carolina St. Pub. Svc. Auth. Rev. Ser. B 5.25% due 1/1/2034		1,500,000		1,674,105
				3,448,755
Tennessee – 3.3%
Johnson City Health & Edl. Facs. Brd. Hosp. Rev. Mountain Sts. Health Alliance 5.625% due 7/1/2030		1,500,000		1,671,525

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 51

SCHEDULE OF INVESTMENTS — RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Tennessee (continued)
Metropolitan Govt. Nashville & Davidson Cnty. Tenn Health & Ed. Facs. Brd. Rev. Vanderbilt Univ. Ser. A 5.00% due 10/1/2034	$	1,250,000	$	1,420,625
Vanderbilt Univ. Ser. B 5.50% due 10/1/2034		1,500,000		1,755,435
Tennessee St. Sch. Bd. Auth. Rev. Higher Edl. Facs. 2nd Prog. Ser. B 5.125% due 5/1/2018(1)		1,230,000		1,373,971
				6,221,556
Texas – 10.4%
Canadian River Tex. Mun. Wtr. Auth. Rev. Sub Lien-Conjunctive Use Groundwater Supply Proj. 5.00% due 2/15/2026		2,000,000		2,284,820
Corpus Christi Tex. Utility Sys. Rev. Jr. Lien Rev. Utility Sys. Impt. Bds. 4.125% due 7/15/2045(2)		1,000,000		987,260
Lower Colorado River Tex. Auth. Rev Ref. 5.50% due 5/15/2032		1,000,000		1,154,890
Montgomery Cnty. Tex. G.O. 5.125% due 3/1/2031		1,500,000		1,670,460
North Tex. Twy. Auth. Dallas North Twy. Sys. Rev. Ser. C 6.00% due 1/1/2023 - 1/1/2025		4,250,000		4,866,665
North Tex. Twy. Auth. Rev. Sr. Projs. Sys. Ser. A 5.50% due 9/1/2036		1,500,000		1,752,315
Round Rock Tex. Indpt. Sch. Dist. G.O. Sch. Bldg. 5.25% due 8/1/2034		1,500,000		1,675,785
Tex. Private Activity Bd. Surface Transn. Corp. Rev. Sr. Lien 6.875% due 12/31/2039		3,130,000		3,682,977
Texas St. Univ. Sys. Fing. Rev. 5.25% due 3/15/2027		1,500,000		1,710,525
				19,785,697
Vermont – 0.8%
Vermont St. Student Assistance Corp. Ed. Loan Rev. AMT-Ser.A 5.00% due 6/15/2022		1,400,000		1,579,872
				1,579,872
Virginia – 2.7%
Virginia St. Pub. Sch. Auth. Rev. Sch. Fing. Ser. B 5.00% due 8/1/2018(1)		500,000		560,625
5.25% due 8/1/2018(1)		1,000,000		1,128,800

52 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS TAX-EXEMPT FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Virginia (continued)
Virginia St. Res. Auth. Infrastructure Rev. Ref-Pooled Fing. Prog. Ser. A 5.00% due 11/1/2038	$	2,095,000	$	2,398,524
Winchester VA Economic Dev. Auth. Hosp. Rev. Ref-Valley Hlth. Sys. Oblig. Group 5.00% due 1/1/2044(2)		1,000,000		1,094,480
				5,182,429
Washington – 2.1%
Port of Seattle WA Rev. AMT-Ref-Ser. B 5.00% due 9/1/2024		1,500,000		1,720,875
Washington St. G.O. Motor Vehicle Tax-Senior 520 Corridor Prog. Toll-Ser. C 5.00% due 6/1/2033		2,000,000		2,269,240
				3,990,115
Total Municipal Bonds (Cost $173,681,753)				188,227,076
Total Investments - 98.7% (Cost $173,681,753)				188,227,076
Other Assets, Net - 1.3%				2,393,094
Total Net Assets - 100.0%			$	190,620,170

⁽¹⁾  Pre-refunded.

⁽²⁾  When-issued security.

⁽³⁾  Securities are segregated to cover anticipated or existing derivative positions or to be announced securities (TBA).

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Municipal Bonds	$	—	$	188,227,076	$	—	$	188,227,076
Total	$	—	$	188,227,076	$	—	$	188,227,076

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 53

SCHEDULE OF INVESTMENTS — RS HIGH INCOME MUNICIPAL BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Municipal Bonds – 100.1%
Arizona – 0.9%
Tempe AZ Indl. Dev. Auth. Rev. Ref-Friendship Vlg. Ser. A 6.25% due 12/1/2042	$	1,000,000	$	1,072,240
				1,072,240
California – 9.4%
California Hlth. Facs. Fing. Auth. Rev. Episcopal Home Ser. B 6.00% due 2/1/2020(1)(2)		1,500,000		1,805,850
California St. Hsg. Fin. Agy. Rev. AMT-Home Mtge. Ser. K 5.50% due 2/1/2042		355,000		355,870
California St. Muni. Fin. Auth. Rev. Emerson College 5.75% due 1/1/2033		1,300,000		1,494,415
California St. Pub. Wrks. Brd. Lease Rev. Var. Cap. Projs. Sub. Ser. I-1 6.125% due 11/1/2029(2)		1,500,000		1,783,530
6.625% due 11/1/2034		195,000		195,798
California Statewide Cmntys. Dev. Auth. Rev. Ref-American Baptist Homes of the West 5.00% due 10/1/2045		1,000,000		1,033,120
Long Beach CA Marina Sys. Rev. 5.00% due 5/15/2040		1,500,000		1,584,810
San Diego Calif. Redev. Agy. Tax Allocation Rev. Naval Training Ctr. Ser. A 5.75% due 9/1/2040		1,000,000		1,113,170
Tulare Calif. Redev. Agy. Tax Allocation Rev. Merged Tulare Redev. Ser. A 6.125% due 8/1/2035		1,970,000		2,151,811
				11,518,374
Colorado – 3.5%
Anthem West Metropolitan Dist. CO Ref. 4.00% due 12/1/2038		1,250,000		1,233,112
Colorado Regl. Trans. Dist. Private Activity Rev. Denver Trans. Partners 6.00% due 1/15/2034		2,000,000		2,259,020
Regl. Transn. Dist. CO Private Activity Rev. Denver Trans. Partners 6.00% due 1/15/2026		670,000		761,100
				4,253,232
District Of Columbia – 3.4%
District of Columbia Rev. Utd. Negro College Fund 6.875% due 7/1/2040		2,000,000		2,381,940

54 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS HIGH INCOME MUNICIPAL BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
District Of Columbia (continued)
District of Columbia Tobacco Settlement Fing. Corp. Asset Bkd. Bds. 6.50% due 5/15/2033(2)	$	1,500,000	$	1,813,545
				4,195,485
Florida – 13.0%
Brevard Cnty. FLA Hlth. Facs. Auth. Hlth. Care Facs. Rev. Hlth. First Inc. Proj. 7.00% due 4/1/2019(1)		1,500,000		1,813,215
Highlands Cnty. FLA Hlth. Facs. Auth. Rev. Adventist Hlth./Sunbelt Ser. B 6.00% due 11/15/2037		1,600,000		1,846,992
Miami-Dade Cnty. FLA Hlth. Facs. Auth. Hosp. Rev. Ref-Miami Children’s Hosp. 5.875% due 8/1/2042		975,000		1,119,554
Ref-Miami Children’s Hosp. Ser. A 6.125% due 8/1/2042		1,895,000		2,200,531
Osceola Cnty. FLA Expressway Sys. Rev. Sr. Lien-Poinciana Parkway Proj. Ser. A 5.375% due 10/1/2047		1,500,000		1,604,040
Pompano Beach FL Rev. John Knox Vlg. Proj. 5.00% due 9/1/2039		1,000,000		1,064,130
Village Cmnty. Dev. Dist. No. 10 FLA Spl. Assessment Rev. 5.75% due 5/1/2031		1,495,000		1,701,355
Village Cmnty. Dev. Dist. No. 8 FLA Spl. Assessment Rev. Ref-Phase II 6.125% due 5/1/2039		2,045,000		2,363,447
Ref-Phase III 6.125% due 5/1/2040		2,110,000		2,341,699
				16,054,963
Georgia – 1.2%
Atlanta GA Wtr. & Wastewtr. Rev. Ser. A 6.25% due 11/1/2019(1)		1,250,000		1,509,637
				1,509,637
Illinois – 6.1%
Chicago IL Brd. of Ed. Proj. Ser. C 5.25% due 12/1/2039		1,500,000		1,378,275
Chicago IL O’Hare Intl. Arpt. Rev. Gen-Third Lien-Ser. A 5.75% due 1/1/2039		1,500,000		1,691,055

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 55

SCHEDULE OF INVESTMENTS — RS HIGH INCOME MUNICIPAL BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Illinois (continued)
Illinois Fin. Auth. Rev. Ref-Roosevelt Univ. Proj. 6.50% due 4/1/2044	$	755,000	$	801,817
Temps-75-Admiral at Lake-D-1 7.00% due 5/15/2018		190,000		190,344
Illinois St. G.O. 5.50% due 7/1/2025 - 7/1/2038		3,250,000		3,460,125
				7,521,616
Indiana – 1.6%
Indiana St. Hlth. & Edl. Fac. Fing. Auth. Hosp. Rev. Cmnty. Fndtn. Northwest Indiana 5.50% due 3/1/2017(1)		980,000		1,057,832
5.50% due 3/1/2037		920,000		973,921
				2,031,753
Iowa – 0.9%
Iowa St. Fin. Auth. Midwestern Disaster Area Rev. St. Fertilizer Co. Proj. 5.50% due 12/1/2022		1,000,000		1,056,360
				1,056,360
Kentucky – 2.8%
Kentucky St. Economic Dev. Fin. Auth. Rev. Owensboro Medical Hlth Sys. Ser. A 6.50% due 3/1/2045		1,500,000		1,703,235
Ref-Owensboro Medical Hlth. Ser. B 6.375% due 3/1/2040		1,500,000		1,705,710
				3,408,945
Louisiana – 1.4%
Louisiana Pub. Facs. Auth. Rev. Ochsner Clinic Fndtn. Proj. 6.50% due 5/15/2037		1,500,000		1,741,575
				1,741,575
Maryland – 1.4%
Gaithersburg MD Economic Dev. Rev. Ref-Asbury MD Oblig. Ser. B 6.00% due 1/1/2023		1,500,000		1,684,875
				1,684,875
Massachusetts – 2.7%
Massachusetts Edl. Fing. Auth. Ed. Loan Rev. Ser. J 5.625% due 7/1/2028 - 7/1/2033		3,035,000		3,345,886
				3,345,886

56 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS HIGH INCOME MUNICIPAL BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Michigan – 0.7%
Michigan St. Hsg. Dev. Auth. Single Fam. Homeownership Rev. AMT-Ser. C 5.50% due 12/1/2028	$	850,000	$	902,913
				902,913
New Jersey – 6.5%
New Jersey Economic Dev. Auth. Rev. MSU Student Hsg. Proj. Provident Group Montclair LLC 5.875% due 6/1/2042		2,000,000		2,228,420
New Jersey St. Higher Ed. Assistance Auth. Student Loan Rev. Ser. 1 5.75% due 12/1/2028		1,500,000		1,669,305
New Jersey St. Trans. Trust Fund Auth. Rev. Trans. Prog. Ser. AA 5.00% due 6/15/2038		2,000,000		2,021,500
Trans. Sys. Ser. A 5.00% due 6/15/2042		2,000,000		2,028,040
				7,947,265
New Mexico – 3.2%
Farmington NM Poll. Ctrl. Rev. Ref- Pub. Svc. N Mex Ser. F 6.25% due 6/1/2040		1,600,000		1,759,504
Ref-AMT-Pub. Svc. N Mex San Juan Ser. D 5.90% due 6/1/2040		2,000,000		2,196,500
				3,956,004
New York – 4.3%
Albany NY Cap. Res. Corp. Rev. St. Peter’s Hosp. 6.25% due 11/15/2020(1)		1,500,000		1,869,870
Hempstead Town NY Loc. Dev. Corp. Rev. Molloy College Proj. 5.75% due 7/1/2039		1,500,000		1,650,330
Port Auth. of New York & New Jersey Spl. Oblig. Rev. JFK Intl. Air Terminal LLC 6.00% due 12/1/2036		1,500,000		1,750,530
				5,270,730
Ohio – 2.5%
Bowling Green OH Student Hsg. Rev. CFP I LLC St. Univ. Proj. 6.00% due 6/1/2045		1,500,000		1,602,690
Richfield OH Joint Recreation Dist. 5.25% due 12/1/2042		1,500,000		1,519,230
				3,121,920

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 57

SCHEDULE OF INVESTMENTS — RS HIGH INCOME MUNICIPAL BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Oklahoma – 2.9%
Oklahoma Dev. Fin. Auth. CCRC Rev. Ref-Inverness Vlg. Cmnty. 6.00% due 1/1/2032	$	1,885,000	$	1,953,482
Tulsa Cnty. OKLA Indl. Auth. Sr. Living Cmnty. Rev. Montereau Inc. Proj. Ser. A 7.25% due 11/1/2040		1,500,000		1,633,440
				3,586,922
Pennsylvania – 8.3%
Cumberland Cnty. PA Mun. Auth. Rev. Asbury PA Oblig. Group 6.00% due 1/1/2030		1,300,000		1,385,475
Diakon Lutheran 6.125% due 1/1/2029(1)		1,500,000		1,678,050
Ref-Diakon Lutheran Ministries Proj. 5.00% due 1/1/2038		1,000,000		1,042,960
Dauphin Cnty. PA Gen. Auth. Hlth. Sys. Rev. Pinnacle Hlth. Sys. Proj. Ser. A 6.00% due 6/1/2036		1,500,000		1,715,655
Pennsylvania St. Tpk. Commn. Tpk. Rev. Sub. Ser. A 5.625% due 12/1/2031		1,500,000		1,735,485
6.50% due 12/1/2036		1,000,000		1,193,700
Philadelphia PA Sch. Dist. Rev. Ser. A 5.00% due 9/1/2035		1,400,000		1,502,508
				10,253,833
Rhode Island – 1.5%
Rhode Island St. & Providence Plantations G.O. Cons. Cap. Dev. Lien-Ser. A 5.50% due 8/1/2031		1,500,000		1,797,690
				1,797,690
South Carolina – 1.5%
South Carolina Jobs-Economic Dev. Auth. Student Hsg. Rev. Coastal Hsg. Fndtn. Ser. A 6.00% due 4/1/2020(1)		1,500,000		1,811,265
				1,811,265
South Dakota – 0.8%
Oglala Sioux Tribe 5.00% due 10/1/2022(3)		1,000,000		1,000,340
				1,000,340
Tennessee – 1.4%
Johnson City Hlth. & Edl. Facs. Brd. Hosp. Rev. Mountain Sts. Hlth. Alliance 5.625% due 7/1/2030		1,500,000		1,671,525
				1,671,525

58 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS HIGH INCOME MUNICIPAL BOND FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Texas – 14.9%
Central Tex. Regl. Mobility Auth. Rev. Sr. Lien 6.00% due 1/1/2041	$	1,500,000	$	1,757,505
Corpus Christi Tex. Utility Sys. Rev. Jr. Lien Rev. Utility Sys. Impt. Bds. 4.125% due 7/15/2045(4)		2,000,000		1,974,520
North Tex. Twy. Auth. Rev. Ref-Ser. A 5.00% due 1/1/2038		1,350,000		1,456,799
Toll 2nd Tier Ref. Ser. F 5.75% due 1/1/2018(1)		2,000,000		2,229,540
Tarrant Cnty. Tex. Cultural Ed. Facs. Fin. Corp. Ret. Fac. CC Young Memorial Home Ser. B-1 7.25% due 2/15/2016		25,000		25,050
Tex. Private Activity Bd. Surface Transn. Corp. Sr. Lien-LBJ Infrastructure 7.00% due 6/30/2040		3,110,000		3,705,627
7.50% due 6/30/2033		2,000,000		2,435,420
Sr. Lien-NTE Mobility 6.875% due 12/31/2039		1,500,000		1,765,005
7.50% due 12/31/2031		1,500,000		1,810,035
Tex. St. Private Activity Bd. Surface Transn. Corp. Rev. AMT- Sr. Lien-NTE Mobility Partners Segments LLC 7.00% due 12/31/2038		1,000,000		1,222,480
				18,381,981
Virginia – 3.3%
Alexandria VA Indl. Dev. Auth. Rev. Residential Care Facs. Mtg. Rev. Ref-Goodwin House 5.00% due 10/1/2050		1,000,000		1,038,090
Virginia St. Small Business Fing. Auth. Rev. Ref-Hampton Univ. 5.25% due 10/1/2029		2,665,000		3,030,212
				4,068,302
Total Municipal Bonds (Cost $112,837,340)				123,165,631
Total Investments - 100.1% (Cost $112,837,340)				123,165,631
Other Liabilities, Net - (0.1)%				(148,019	)
Total Net Assets - 100.0%			$	123,017,612

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 59

SCHEDULE OF INVESTMENTS — RS HIGH INCOME MUNICIPAL BOND FUND

⁽¹⁾  Pre-refunded.

⁽²⁾  Securities are segregated to cover anticipated or existing derivative positions or to be announced securities (TBA).

⁽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. At June 30, 2015, the aggregate market value of these securities amounted to $1,000,340, representing 0.8% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.

⁽⁴⁾ When-issued security.

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Municipal Bonds	$	—	$	123,165,631	$	—	$	123,165,631
Total	$	—	$	123,165,631	$	—	$	123,165,631

60 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Senior Secured Loans – 78.7%
Aerospace & Defense – 1.0%
DAE Aviation Holdings, Inc. 1st Lien Term Loan 5.25% due 5/28/2022(1)	$	17,000,000	$	16,957,500
				16,957,500
Airlines – 2.4%
Air Canada 2015 Term Loan B 4.00% due 9/26/2019(1)		20,346,250		20,365,375
American Airlines, Inc. New Term Loan 3.50% due 6/26/2020(1)		17,573,259		17,386,631
Delta Air Lines, Inc. New Term Loan B 3.25% due 4/20/2017(1)		2,037,458		2,031,509
				39,783,515
Automotive – 1.6%
Navistar International Corp. Term Loan B 5.75% due 8/17/2017(1)		11,198,599		11,205,654
The Goodyear Tire & Rubber Co. New 2nd Lien Term Loan 3.75% due 4/30/2019(1)		14,166,667		14,181,400
				25,387,054
Building Materials – 3.4%
Generac Power Systems, Inc. Term Loan B 3.25% due 5/31/2020(1)		15,375,057		15,227,764
Jeld-Wen, Inc. Term Loan B 5.25% due 10/15/2021(1)		18,905,000		18,940,542
Quikrete Holdings, Inc. 1st Lien Term Loan 4.00% due 9/28/2020(1)		19,674,006		19,665,742
2nd Lien Term Loan 7.00% due 3/26/2021(1)		1,768,421		1,775,053
				55,609,101
Cable Satellite – 2.3%
Grande Communications Holdings Term Loan B 4.50% due 5/31/2020(1)		16,824,131		16,708,549
Yankee Cable Acquisition LLC Term Loan B 4.25% due 3/1/2020(1)		20,144,969		20,144,969
				36,853,518

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 61

SCHEDULE OF INVESTMENTS — RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Chemicals – 2.0%
Axalta Coating Systems U.S. Holdings, Inc. USD Term Loan 3.75% due 2/1/2020(1)	$	20,297,431	$	20,261,911
Minerals Technologies, Inc. 2015 Term Loan B 3.75% due 5/9/2021(1)		11,747,436		11,737,685
				31,999,596
Consumer Cyclical Services – 0.8%
Monitronics International, Inc. New Term Loan B 4.25% due 3/23/2018(1)		5,683,582		5,685,344
Term Loan B1 4.50% due 4/2/2022(1)		7,908,618		7,928,390
				13,613,734
Consumer Products – 3.9%
Bombardier Recreational Products, Inc. New Term Loan B 3.75% due 1/30/2019(1)		21,051,557		21,019,980
KIK Custom Products, Inc. New 1st Lien Term Loan 5.50% due 4/29/2019(1)		14,625,861		14,638,000
New 2nd Lien Term Loan 9.50% due 10/29/2019(1)		10,000,000		10,000,000
Party City Holdings, Inc. Term Loan 4.00% due 7/27/2019(1)		17,521,007		17,480,008
				63,137,988
Electric – 0.6%
Dynegy Holdings, Inc. Term Loan B2 4.00% due 4/23/2020(1)		10,353,457		10,357,184
				10,357,184
Environmental – 1.5%
ADS Waste Holdings, Inc. New Term Loan 3.75% due 10/9/2019(1)		19,166,666		18,912,708
Granite Acquisition, Inc. Term Loan B 5.00% due 12/19/2021(1)		4,765,326		4,812,884
Term Loan C 5.00% due 12/19/2021(1)		210,728		212,831
				23,938,423
Financial Other – 1.2%
Fly Funding II S.a.r.l. Term Loan B 3.50% due 8/9/2019(1)		20,244,214		20,213,848
				20,213,848

62 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Food And Beverage – 2.2%
Charger OpCo B.V. USD Term Loan B1 4.25% due 7/23/2021(1)	$	23,000,000	$	22,885,000
H.J. Heinz Co. Term Loan B2 3.25% due 6/5/2020(1)		1,762,142		1,761,261
New HB Acquisition LLC Term Loan 6.75% due 4/9/2020(1)		10,312,500		10,441,406
				35,087,667
Gaming – 4.7%
Boyd Gaming Corp. Term Loan B 4.00% due 8/14/2020(1)		9,033,333		9,047,064
Peninsula Gaming LLC Term Loan 4.25% due 11/20/2017(1)		13,106,667		13,123,050
Scientific Games International, Inc. 2014 Term Loan B1 6.00% due 10/18/2020(1)		17,730,000		17,717,944
2014 Term Loan B2 6.00% due 10/1/2021(1)		14,925,000		14,908,284
Station Casinos LLC Term Loan B 4.25% due 3/2/2020(1)		21,641,117		21,614,065
				76,410,407
Healthcare – 8.9%
ADMI Corp. 2015 Term Loan B 5.50% due 4/30/2022(1)		11,000,000		11,027,500
CCS Intermediate Holdings LLC 1st Lien Term Loan 5.00% due 7/22/2021(1)		18,596,938		17,853,060
Connolly Corp. 1st Lien Term Loan 4.50% due 5/14/2021(1)		17,449,652		17,476,874
2nd Lien Term Loan 8.00% due 5/14/2022(1)		5,000,000		5,012,500
Immucor, Inc. Refi Term Loan B2 5.00% due 8/17/2018(1)		15,527,117		15,565,935
Kindred Healthcare, Inc. New Term Loan 4.25% due 4/9/2021(1)		23,730,012		23,724,080

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 63

SCHEDULE OF INVESTMENTS — RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Healthcare (continued)
Onex Carestream Finance LP 1st Lien Term Loan 5.00% due 6/7/2019(1)	$	11,105,422	$	11,084,654
2nd Lien Term Loan 9.50% due 12/7/2019(1)		12,163,555		12,052,016
Select Medical Corp. Series E Term Loan B 3.751% due 6/1/2018(1)		1,083,879		1,080,714
Surgical Care Affiliates, Inc. Term Loan B 4.25% due 3/17/2022(1)		9,975,000		9,958,342
Tecomet, Inc. 1st Lien Term Loan 5.75% due 12/5/2021(1)		15,910,025		15,651,487
2nd Lien Term Loan 9.50% due 12/5/2022(1)		5,000,000		4,637,500
				145,124,662
Independent Energy – 0.4%
Chief Exploration & Development LLC 2nd Lien Term Loan 7.50% due 5/12/2021(1)		7,000,000		6,566,000
				6,566,000
Industrial - Other – 2.5%
Brock Holdings III, Inc. New Term Loan B 6.00% due 3/16/2017(1)		7,935,800		7,886,201
Gates Global, Inc. Term Loan B 4.25% due 7/5/2021(1)		13,895,000		13,669,206
Rexnord LLC 1st Lien Term Loan B 4.00% due 8/21/2020(1)		19,553,232		19,479,908
				41,035,315
Insurance: Property - Casualty – 2.0%
Alliant Holdings I, Inc. New Term Loan B 5.00% due 12/20/2019(1)		12,434,762		12,450,306
USI, Inc. Term Loan B 4.25% due 12/27/2019(1)		19,480,127		19,439,607
				31,889,913
Leisure – 1.3%
WMG Acquisition Corp. New Term Loan 3.75% due 7/1/2020(1)		22,056,629		21,701,738
				21,701,738

64 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Lodging – 0.8%
Hilton Worldwide Finance LLC USD Term Loan B2 3.50% due 10/26/2020(1)	$	13,274,826	$	13,276,950
				13,276,950
Media - Entertainment – 8.6%
Cumulus Media Holdings, Inc. 2013 Term Loan 4.25% due 12/23/2020(1)		19,503,694		18,504,130
Deluxe Entertainment Services Group, Inc. Term Loan 2014 6.50% due 2/28/2020(1)		20,647,877		19,890,720
EMI Music Publishing Ltd. Term Loan B 3.75% due 6/29/2018(1)		12,783,783		12,755,019
Getty Images, Inc. Term Loan B 4.75% due 10/18/2019(1)		4,107,500		3,034,416
Media General, Inc. Term Loan B 4.00% due 7/31/2020(1)		17,746,394		17,729,713
Telesat Canada USD Term Loan B2 3.50% due 3/28/2019(1)		7,044,815		7,015,438
Tribune Media Co. Term Loan 3.75% due 12/27/2020(1)		14,748,143		14,743,571
Univision Communications, Inc. Term Loan C4 4.00% due 3/1/2020(1)		20,146,982		19,967,069
William Morris Endeavor Entertainment LLC 1st Lien Term Loan 5.25% due 5/6/2021(1)		19,775,126		19,715,800
2nd Lien Term Loan 8.25% due 5/1/2022(1)		6,000,000		5,824,980
				139,180,856
Metals And Mining – 0.6%
FMG Resources (August 2006) Pty. Ltd. New Term Loan B 3.75% due 6/30/2019(1)		10,338,866		9,159,305
				9,159,305
Oil Field Services – 2.0%
Caelus Energy Alaska O3 LLC 2nd Lien Term Loan 8.75% due 4/15/2020(1)		7,800,000		6,318,000

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 65

SCHEDULE OF INVESTMENTS — RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Oil Field Services (continued)
Drillships Financing Holding, Inc. Term Loan B1 6.00% due 3/31/2021(1)	$	14,535,755	$	11,822,366
Floatel International Ltd. USD Term Loan B 6.00% due 6/27/2020(1)		7,314,078		5,778,122
Seadrill Partners Finco LLC Term Loan B 4.00% due 2/21/2021(1)		12,280,846		9,249,073
				33,167,561
Packaging – 2.4%
Berry Plastics Holding Corp. Term Loan D 3.50% due 2/8/2020(1)		20,203,293		20,095,408
Reynolds Group Holdings, Inc. New Dollar Term Loan 4.50% due 12/1/2018(1)		19,561,201		19,614,211
				39,709,619
Pharmaceuticals – 1.8%
DPx Holdings B.V. 2014 USD Incremental Term Loan 4.25% due 3/11/2021(1)		20,775,076		20,603,058
Millennium Health LLC Term Loan B 5.25% due 4/16/2021(1)		20,767,669		8,440,604
				29,043,662
Restaurants – 1.4%
B.C. Unlimited Liability Co. 2015 Term Loan B 3.75% due 12/10/2021(1)		22,368,728		22,337,635
				22,337,635
Retailers – 5.8%
99 Cents Only Stores New Term Loan 4.50% due 1/11/2019(1)		12,514,757		11,576,150
Bass Pro Group LLC 2015 Term Loan 4.00% due 6/5/2020(1)		12,654,435		12,640,895
BJ’s Wholesale Club, Inc. New 1st Lien Term Loan 4.50% due 9/26/2019(1)		9,068,888		9,051,294
New 2nd Lien Term Loan 8.50% due 3/26/2020(1)		15,000,000		15,110,400

66 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Retailers (continued)
PetSmart, Inc. Term Loan B 4.25% due 3/11/2022(1)	$	25,000,000	$	24,931,250
The Neiman Marcus Group, Inc. 2020 Term Loan 4.25% due 10/25/2020(1)		20,606,252		20,464,687
				93,774,676
Technology – 10.3%
AF Borrower LLC 1st Lien Term Loan 6.25% due 1/28/2022(1)		17,955,000		17,910,112
2nd Lien Term Loan 10.00% due 1/28/2023(1)		6,500,000		6,478,355
Air Newco LLC USD 2nd Lien Term Loan 10.50% due 3/20/2023(1)		10,000,000		9,700,000
Avaya, Inc. Term Loan B7 6.25% due 4/16/2020(1)		13,490,273		13,022,969
Deltek, Inc. 2015 2nd Lien Term Loan 9.50% due 6/17/2023(1)		4,000,000		4,020,000
First Data Corp. New 2018 Term Loan 3.687% due 9/24/2018(1)		19,435,000		19,365,617
Interactive Data Corp. 2014 Term Loan 4.75% due 5/2/2021(1)		10,890,000		10,917,225
ION Trading Technologies S.a.r.l. New 2nd Lien Term Loan 7.25% due 6/10/2022(1)		23,000,000		22,942,500
Regit Eins GmbH USD 1st Lien Term Loan 6.00% due 1/8/2021(1)		14,887,500		14,837,925
USD 2nd Lien Term Loan 9.50% due 7/8/2021(1)		5,000,000		4,900,000
Renaissance Learning, Inc. New 1st Lien Term Loan 4.50% due 4/9/2021(1)		11,333,863		11,182,783
New 2nd Lien Term Loan 8.00% due 4/11/2022(1)		12,000,000		11,709,960
TransUnion LLC Term Loan B2 3.75% due 4/9/2021(1)		21,700,188		21,493,386
				168,480,832

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 67

SCHEDULE OF INVESTMENTS — RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Wirelines – 2.3%
Communications Sales & Leasing, Inc. Term Loan B 5.00% due 10/24/2022(1)	$	25,000,000	$	24,520,750
Level 3 Financing, Inc. New 2019 Term Loan 4.00% due 8/1/2019(1)		13,000,000		13,000,000
				37,520,750
Total Senior Secured Loans (Cost $1,307,036,879)				1,281,319,009
	Principal Amount		Value
Corporate Bonds – 16.2%
Aerospace & Defense – 2.2%
Bombardier, Inc. 5.50% due 9/15/2018(2)		9,200,000		9,108,000
Sr. Nt. 7.50% due 3/15/2025(2)		10,500,000		9,528,750
DAE Aviation Holdings, Inc. Sr. Nt. 10.00% due 7/15/2023(2)		13,500,000		13,317,750
KLX, Inc. 5.875% due 12/1/2022(2)		3,000,000		3,029,670
				34,984,170
Consumer Cyclical Services – 0.7%
Monitronics International, Inc. 9.125% due 4/1/2020(3)		11,000,000		10,615,000
				10,615,000
Electric – 0.5%
GenOn Energy, Inc. Sr. Nt. 9.50% due 10/15/2018		8,185,000		8,348,700
				8,348,700
Food And Beverage – 0.6%
Post Holdings, Inc. 6.00% due 12/15/2022(2)		10,000,000		9,625,000
				9,625,000
Gaming – 2.0%
Boyd Gaming Corp. 6.875% due 5/15/2023		10,000,000		10,250,000
Golden Nugget Escrow, Inc. Sr. Nt. 8.50% due 12/1/2021(2)(3)		10,000,000		10,350,000

68 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Gaming (continued)
Pinnacle Entertainment, Inc. 7.50% due 4/15/2021	$	2,235,000	$	2,366,306
7.75% due 4/1/2022(3)		8,000,000		8,780,000
				31,746,306
Healthcare – 1.6%
ConvaTec Finance International S.A. Sr. Nt. 8.25% due 1/15/2019(2)(4)		5,100,000		5,010,750
Select Medical Corp. 6.375% due 6/1/2021		6,500,000		6,565,000
Tenet Healthcare Corp. Sr. Nt. 8.125% due 4/1/2022		5,013,000		5,481,716
Sr. Sec. Nt. 3.786% due 6/15/2020(1)(2)		4,000,000		4,035,000
Universal Hospital Services, Inc. Sec. Nt. 7.625% due 8/15/2020		5,825,000		5,388,125
				26,480,591
Independent Energy – 2.1%
Comstock Resources, Inc. 7.75% due 4/1/2019		12,500,000		5,250,000
Jupiter Resources, Inc. Sr. Nt. 8.50% due 10/1/2022(2)		7,000,000		5,862,500
Linn Energy LLC 6.50% due 5/15/2019		10,000,000		8,075,000
Northern Oil and Gas, Inc. Sr. Nt. 8.00% due 6/1/2020		8,250,000		7,507,500
Teine Energy Ltd. Sr. Nt. 6.875% due 9/30/2022(2)		8,500,000		8,202,500
				34,897,500
Insurance: Property - Casualty – 0.3%
A-S Co-Issuer Subsidiary, Inc. Sr. Nt. 7.875% due 12/15/2020(2)		5,000,000		5,275,000
				5,275,000
Leisure – 0.1%
WMG Acquisition Corp. 6.75% due 4/15/2022(2)		2,000,000		1,900,360
				1,900,360

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 69

SCHEDULE OF INVESTMENTS — RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Retailers – 0.3%
99 Cents Only Stores LLC 11.00% due 12/15/2019	$	5,625,000	$	5,090,625
				5,090,625
Technology – 2.7%
Avaya, Inc. Sec. Nt. 10.50% due 3/1/2021(2)		14,457,000		11,927,025
Blue Coat Holdings, Inc. Sr. Nt. 8.375% due 6/1/2023(2)		10,500,000		10,683,750
Igloo Holdings Corp. Sr. Nt. 8.25% due 12/15/2017(2)(3)(4)		8,000,000		8,100,000
Infor U.S., Inc. 6.50% due 5/15/2022(2)		10,000,000		10,175,000
Interactive Data Corp. 5.875% due 4/15/2019(2)(3)		3,000,000		3,015,000
				43,900,775
Transportation Services – 0.4%
Navios Maritime Holdings, Inc. 8.125% due 2/15/2019		8,000,000		6,280,000
				6,280,000
Wireless – 1.2%
Sprint Corp. 7.625% due 2/15/2025		5,000,000		4,712,500
7.875% due 9/15/2023		15,000,000		14,629,500
				19,342,000
Wirelines – 1.5%
EarthLink Holdings Corp. 8.875% due 5/15/2019		5,025,000		5,238,563
Sr. Sec. Nt. 7.375% due 6/1/2020		3,250,000		3,380,000
Frontier Communications Corp. Sr. Nt. 6.875% due 1/15/2025		10,000,000		8,362,499
Windstream Services LLC 6.375% due 8/1/2023		10,000,000		8,137,500
				25,118,562
Total Corporate Bonds (Cost $274,778,394)				263,604,589

70 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FLOATING RATE FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Repurchase Agreements – 6.2%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $100,639,000, due 7/1/2015(5)	$	100,639,000	$	100,639,000
Total Repurchase Agreements (Cost $100,639,000)				100,639,000
Total Investments - 101.1% (Cost $1,682,454,273)				1,645,562,598
Other Liabilities, Net - (1.1)%				(17,119,595	)
Total Net Assets - 100.0%			$	1,628,443,003

⁽¹⁾ Variable rate security. The rate shown is the rate in effect at June 30, 2015.

⁽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. At June 30, 2015, the aggregate market value of these securities amounted to $129,146,055, representing 7.9% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.

⁽³⁾  Securities are segregated to cover anticipated or existing derivative positions or to be announced securities (TBA).

⁽⁴⁾  Payment-in-kind security, for which interest payments may be made in additional principal ranging from 0% to 100% of the full stated interest rate. As of June 30, 2015, interest payments had been made in cash.

⁽⁵⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.125%		1/31/2021	$	102,656,348

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2		Level 3		Total
Senior Secured Loans	$	—	$	1,281,319,009	$	—	$	1,281,319,009
Corporate Bonds		—		263,604,589		—		263,604,589
Repurchase Agreements		—		100,639,000		—		100,639,000
Total	$	—	$	1,645,562,598	$	—	$	1,645,562,598

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 71

SCHEDULE OF INVESTMENTS — RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Agency Mortgage-Backed Securities – 0.2%
FNMA 3.50% due 7/1/2043(1)	$	165,881	$	171,355
Total Agency Mortgage-Backed Securities (Cost $170,249)				171,355
	Principal Amount		Value
Asset-Backed Securities – 1.1%
Domino’s Pizza Master Issuer LLC 2012-1A A2 5.216% due 1/25/2042(1)(2)		763,337		787,933
Total Asset-Backed Securities (Cost $763,338)				787,933
	Principal Amount		Value
Senior Secured Loans – 9.3%
Automotive – 1.0%
Navistar International Corp. Term Loan B 5.75% due 8/17/2017(3)		697,500		697,939
				697,939
Building Materials – 0.7%
Jeld-Wen, Inc. Term Loan B 5.25% due 10/15/2021(3)		497,500		498,435
				498,435
Consumer Products – 1.3%
Party City Holdings, Inc. Term Loan 4.00% due 7/27/2019(3)		972,712		970,436
				970,436
Environmental – 0.7%
Granite Acquisition, Inc. Term Loan B 5.00% due 12/19/2021(3)		476,533		481,289
Term Loan C 5.00% due 12/19/2021(3)		21,073		21,283
				502,572
Food And Beverage – 0.5%
H.J. Heinz Co. Term Loan B2 3.25% due 6/5/2020(3)		327,563		327,399
				327,399

72 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Gaming – 0.7%
Scientific Games International, Inc. 2014 Term Loan B2 6.00% due 10/1/2021(3)	$	497,500	$	496,943
				496,943
Healthcare – 2.7%
Immucor, Inc. Refi Term Loan B2 5.00% due 8/17/2018(3)		962,849		965,256
Kindred Healthcare, Inc. New Term Loan 4.25% due 4/9/2021(3)		490,000		489,877
Select Medical Corp. Series E Term Loan B 3.751% due 6/1/2018(3)		482,770		481,361
				1,936,494
Oil Field Services – 1.1%
Drillships Financing Holding, Inc. Term Loan B1 6.00% due 3/31/2021(3)		982,500		799,097
				799,097
Retailers – 0.6%
Bass Pro Group LLC 2015 Term Loan 4.00% due 6/5/2020(3)		458,532		458,041
				458,041
Total Senior Secured Loans (Cost $6,854,135)				6,687,356
	Principal Amount		Value
Commercial Mortgage-Backed Securities – 8.7%
Bear Stearns Commercial Mortgage Securities Trust 2006-T24 AM 5.568% due 10/12/2041(1)(3)		475,000		497,492
2007-PW16 AM 5.896% due 6/11/2040(1)(3)		450,000		481,918
Citigroup Commercial Mortgage Trust 2006-C5 A4 5.431% due 10/15/2049(1)		605,000		629,650
2006-C5 AM 5.462% due 10/15/2049(1)		420,000		440,075
Credit Suisse Commercial Mortgage Trust 2006-C3 A3 6.00% due 6/15/2038(1)(3)		370,939		378,843

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 73

SCHEDULE OF INVESTMENTS — RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Commercial Mortgage-Backed Securities (continued)
Fairway Outdoor Funding LLC 2012-1A A2 4.212% due 10/15/2042(1)(2)	$	462,651	$	463,127
GS Mortgage Securities Trust 2006-GG8 AM 5.591% due 11/10/2039(1)		424,000		443,968
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7 AM 6.10% due 4/15/2045(1)(3)		500,000		518,073
2007-LD12 AM 6.208% due 2/15/2051(1)(3)		450,000		483,398
LB UBS Commercial Mortgage Trust 2006-C6 AM 5.413% due 9/15/2039(1)		450,000		470,129
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 A2 3.085% due 8/15/2046(1)		400,000		414,625
Morgan Stanley Capital I Trust 2006-HQ9 AM 5.773% due 7/12/2044(1)(3)		500,000		520,548
SBA Tower Trust 2.933% due 12/15/2042(1)(2)		500,000		507,382
Total Commercial Mortgage-Backed Securities (Cost $6,464,481)				6,249,228
	Principal Amount		Value
Corporate Bonds – 61.2%
Automotive – 1.4%
General Motors Financial Co., Inc. 2.625% due 7/10/2017(1)		500,000		505,441
3.25% due 5/15/2018(1)		500,000		511,372
				1,016,813
Banking – 15.1%
Ally Financial, Inc. 2.75% due 1/30/2017(1)		500,000		497,750
Bank of America Corp. Sr. Nt. 5.875% due 1/5/2021(1)		750,000		858,099
Sub. Nt. 4.25% due 10/22/2026(1)		400,000		391,841
BBVA Bancomer S.A./Grand Cayman Jr. Sub. Nt. 6.008% due 5/17/2022(1)(2)(3)		1,000,000		1,028,500

74 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Foreign Currency(4)		Principal Amount		Value
Banking (continued)
Citigroup, Inc. Sr. Nt. 4.50% due 1/14/2022(1)			$	750,000	$	807,868
First Horizon National Corp. Sr. Nt. 5.375% due 12/15/2015(1)				500,000		507,666
HSBC Holdings PLC Sr. Nt. 5.10% due 4/5/2021(1)				750,000		836,038
Intesa Sanpaolo S.p.A. Sub. Nt. 5.017% due 6/26/2024(1)(2)				1,000,000		971,544
Lloyds Bank PLC 6.375% due 1/21/2021(1)				750,000		884,559
Morgan Stanley Sr. Nt. 5.50% due 7/28/2021(1)				950,000		1,071,685
PNC Funding Corp. 5.25% due 11/15/2015				500,000		508,169
Royal Bank of Scotland Group PLC Sub. Nt. 6.125% due 12/15/2022(1)				500,000		538,391
Santander U.S. Debt SAU 3.781% due 10/7/2015(2)				895,000		901,186
The Goldman Sachs Group, Inc. Sr. Nt. 5.75% due 1/24/2022(1)				500,000		568,734
5.95% due 1/18/2018(1)				500,000		549,642
						10,921,672
Building Materials – 1.1%
Cemex S.A.B. de C.V. Sr. Sec. Nt. 6.50% due 12/10/2019(1)(2)				300,000		314,910
HeidelbergCement Finance Luxembourg S.A. 3.25% due 10/21/2020(1)		EUR		400,000		470,775
						785,685
Cable Satellite – 3.3%
Cablevision Systems Corp. Sr. Nt. 5.875% due 9/15/2022			$	500,000		485,000
Cequel Communications Holdings I LLC Sr. Nt. 6.375% due 9/15/2020(2)				500,000		496,625
Comcast Corp. 6.50% due 11/15/2035(1)				500,000		622,116

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 75

SCHEDULE OF INVESTMENTS — RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Cable Satellite (continued)
DIRECTV Holdings LLC 3.80% due 3/15/2022(1)	$	250,000	$	251,438
Hughes Satellite Systems Corp. Sr. Sec. Nt. 6.50% due 6/15/2019		225,000		244,125
Telesat LLC 6.00% due 5/15/2017(2)		300,000		304,875
				2,404,179
Chemicals – 0.8%
FMC Corp. Sr. Nt. 5.20% due 12/15/2019(1)		250,000		273,721
LyondellBasell Industries N.V. Sr. Nt. 5.00% due 4/15/2019(1)		300,000		324,980
				598,701
Construction Machinery – 1.5%
Ashtead Capital, Inc. Sec. Nt. 6.50% due 7/15/2022(2)		500,000		530,000
United Rentals North America, Inc. 7.625% due 4/15/2022		500,000		541,250
				1,071,250
Electric – 2.1%
Calpine Corp. Sr. Nt. 5.375% due 1/15/2023		500,000		491,250
DPL, Inc. Sr. Nt. 7.25% due 10/15/2021(1)		500,000		527,500
EDP Finance B.V. Sr. Nt. 4.90% due 10/1/2019(1)(2)		500,000		520,642
				1,539,392
Energy - Integrated – 0.4%
Suncor Energy, Inc. Sr. Nt. 6.10% due 6/1/2018(1)		250,000		278,792
				278,792
Finance Companies – 2.8%
AerCap Ireland Capital Ltd. 3.75% due 5/15/2019(1)(2)		500,000		494,375
Aircastle Ltd. Sr. Nt. 6.25% due 12/1/2019(1)		500,000		541,850

76 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Finance Companies (continued)
CIT Group, Inc. Sr. Nt. 5.25% due 3/15/2018(1)	$	480,000	$	496,200
HSBC Finance Capital Trust IX 5.911% due 11/30/2035(1)(3)		500,000		502,775
				2,035,200
Food And Beverage – 0.7%
Constellation Brands, Inc. 4.25% due 5/1/2023(1)		500,000		492,500
				492,500
Gaming – 0.7%
MGM Resorts International 6.625% due 12/15/2021		500,000		522,500
				522,500
Government Related – 3.9%
Petrobras Global Finance B.V. 5.875% due 3/1/2018(1)		500,000		510,000
Petroleos Mexicanos 5.75% due 3/1/2018(1)		750,000		815,872
Sinopec Group Overseas Development Ltd. 1.75% due 4/10/2017(1)(2)		1,500,000		1,500,855
				2,826,727
Healthcare – 0.7%
HealthSouth Corp. 5.75% due 11/1/2024(1)		500,000		510,625
				510,625
Independent Energy – 2.6%
Anadarko Petroleum Corp. Sr. Nt. 6.95% due 6/15/2019(1)		250,000		290,395
Clayton Williams Energy, Inc. 7.75% due 4/1/2019		250,000		237,500
Energy XXI Gulf Coast, Inc. Sec. Nt. 11.00% due 3/15/2020(2)		500,000		437,500
EV Energy Partners LP 8.00% due 4/15/2019		500,000		465,000
Harvest Operations Corp. 6.875% due 10/1/2017		500,000		461,250
				1,891,645

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 77

SCHEDULE OF INVESTMENTS — RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Insurance: Property - Casualty – 0.8%
CNA Financial Corp. Sr. Nt. 7.35% due 11/15/2019(1)	$	500,000	$	591,007
				591,007
Leisure – 0.4%
WMG Acquisition Corp. Sr. Sec. Nt. 6.00% due 1/15/2021(2)		270,000		275,400
				275,400
Lodging – 0.7%
Hilton Worldwide Finance LLC 5.625% due 10/15/2021		500,000		519,350
				519,350
Media - Entertainment – 3.7%
21st Century Fox America, Inc. 5.65% due 8/15/2020		250,000		285,519
Discovery Communications LLC 5.625% due 8/15/2019(1)		250,000		279,540
Netflix, Inc. Sr. Nt. 5.75% due 3/1/2024		500,000		513,750
Outfront Media Capital LLC 5.875% due 3/15/2025		500,000		517,500
Time Warner, Inc. 4.00% due 1/15/2022(1)		500,000		511,770
Univision Communications, Inc. Sr. Sec. Nt. 6.75% due 9/15/2022(1)(2)		500,000		528,750
				2,636,829
Metals And Mining – 4.6%
Anglo American Capital PLC 2.625% due 9/27/2017(1)(2)		750,000		754,116
ArcelorMittal Sr. Nt. 4.50% due 8/5/2015(1)		1,000,000		1,000,310
Samarco Mineracao S.A. Sr. Nt. 5.75% due 10/24/2023(1)(2)		250,000		247,500
Steel Dynamics, Inc. 5.125% due 10/1/2021		500,000		501,000
United States Steel Corp. Sr. Nt. 6.05% due 6/1/2017(1)		750,000		780,000
				3,282,926

78 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Midstream – 3.3%
DCP Midstream LLC Sr. Nt. 5.375% due 10/15/2015(2)	$	500,000	$	500,000
Energy Transfer Partners LP Sr. Nt. 6.70% due 7/1/2018(1)		1,000,000		1,116,271
Regency Energy Partners LP 6.50% due 7/15/2021		250,000		263,437
Tesoro Logistics LP 6.125% due 10/15/2021		500,000		521,250
				2,400,958
Oil Field Services – 2.0%
Transocean, Inc. 3.00% due 10/15/2017(1)		800,000		776,000
Weatherford International Ltd. 5.50% due 2/15/2016(1)		625,000		638,374
				1,414,374
Paper – 0.4%
Georgia-Pacific LLC 5.40% due 11/1/2020(1)(2)		235,000		262,326
				262,326
Real Estate Investment Trust – 0.1%
Sabra Health Care LP 5.50% due 2/1/2021		80,000		82,800
				82,800
Refining – 0.8%
Calumet Specialty Products Partners LP 6.50% due 4/15/2021		300,000		295,500
Phillips 66 4.30% due 4/1/2022(1)		250,000		262,366
				557,866
Sovereign – 2.3%
Republic of Indonesia Sr. Nt. 5.875% due 3/13/2020(1)(2)		500,000		556,250
Republic of Panama Sr. Nt. 5.20% due 1/30/2020(1)		1,000,000		1,102,000
				1,658,250
Technology – 0.8%
First Data Corp. 12.625% due 1/15/2021		500,000		577,500
				577,500

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 79

SCHEDULE OF INVESTMENTS — RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Wireless – 0.7%
American Tower Corp. Sr. Nt. 4.50% due 1/15/2018(1)	$	500,000	$	529,093
				529,093
Wirelines – 3.5%
AT&T, Inc. Sr. Nt. 6.30% due 1/15/2038(1)		1,000,000		1,110,406
Frontier Communications Corp. Sr. Nt. 6.25% due 9/15/2021(1)		500,000		455,000
Telecom Italia Capital S.A. 5.25% due 10/1/2015		368,000		371,073
Verizon Communications, Inc. Sr. Nt. 6.55% due 9/15/2043(1)		500,000		584,877
				2,521,356
Total Corporate Bonds (Cost $43,956,955)				44,205,716
	Principal Amount		Value
Non-Agency Mortgage-Backed Securities – 8.3%
Banc of America Funding Trust 2004-2 1CB1 5.75% due 9/20/2034(1)		177,289		191,031
Banc of America Mortgage Securities Trust 2003-J 2A2 2.829% due 11/25/2033(3)		233,147		233,028
Bear Stearns ALT-A Trust 2003-3 2A 2.609% due 10/25/2033(1)(3)		372,458		374,406
2004-4 A1 0.787% due 6/25/2034(1)(3)		399,555		382,539
Chase Mortgage Finance Trust 2005-S1 1A10 5.50% due 5/25/2035		14,323		14,464
2007-A1 2A1 2.642% due 2/25/2037(1)(3)		131,722		131,829
2007-A1 9A1 2.575% due 2/25/2037(1)(3)		140,814		139,451
Countrywide Home Loans Mortgage Pass-Through Trust 2004-5 2A9 5.25% due 5/25/2034(1)		272,043		281,392

80 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Non-Agency Mortgage-Backed Securities (continued)
CS First Boston Mortgage Securities Corp. 2003-8 2A1 5.00% due 4/25/2018(1)	$	18,479	$	18,876
Deutsche Alt-A Securities Mortgage Loan Trust 2007-AR3 2A2B 0.427% due 6/25/2037(3)		523,717		435,893
GSR Mortgage Loan Trust 2004-15F 5A1 5.50% due 1/25/2020(1)		87,271		89,306
Impac CMB Trust 2004-7 1A1 0.927% due 11/25/2034(1)(3)		366,243		347,423
JPMorgan Mortgage Trust 2004-S2 1A3 4.75% due 11/25/2019(1)		61,182		61,925
2005-A1 6T1 2.594% due 2/25/2035(1)(3)		108,107		107,754
Master Adjustable Rate Mortgages Trust 2004-13 2A1 2.666% due 4/21/2034(1)(3)		186,389		187,601
Master Asset Securitization Trust 2003-5 2A1 5.00% due 6/25/2018		46,220		47,649
Morgan Stanley Mortgage Loan Trust 2004-1 1A9 4.50% due 11/25/2018(1)		25,653		26,082
Prime Mortgage Trust 2004-2 A2 4.75% due 11/25/2019(1)		54,820		56,275
RAAC Trust 2005-SP1 1A5 5.00% due 9/25/2034(1)		148,588		151,761
Residential Funding Mortgage Securities I Trust 2005-S3 A1 4.75% due 3/25/2020		39,604		40,243
Structured Adjustable Rate Mortgage Loan Trust 2004-5 3A1 2.443% due 5/25/2034(1)(3)		310,071		310,024
Structured Asset Securities Corp. 2004-20 7A1 5.25% due 11/25/2034(1)		123,984		125,589
2004-21XS 2A6A 4.74% due 12/25/2034(3)		6,985		7,129
Wells Fargo Mortgage Backed Securities Trust 2004-EE 2A1 2.695% due 12/25/2034(1)(3)		273,869		275,377

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 81

SCHEDULE OF INVESTMENTS — RS STRATEGIC INCOME FUND

June 30, 2015 (unaudited)	Principal Amount		Value
Non-Agency Mortgage-Backed Securities (continued)
2004-O A1 2.62% due 8/25/2034(1)(3)	$	199,620	$	198,435
2004-R 2A1 2.617% due 9/25/2034(1)(3)		240,207		243,217
2004-W A9 2.617% due 11/25/2034(1)(3)		233,083		236,461
2004-Y 3A1 2.596% due 11/25/2034(1)(3)		371,937		375,094
2005-2 2A1 4.75% due 4/25/2020		76,620		78,649
2005-6 A4 5.50% due 8/25/2035(1)		122,058		127,136
2005-AR10 2A6 2.652% due 6/25/2035(1)(3)		185,815		187,056
2005-AR12 2A5 2.648% due 6/25/2035(1)(3)		203,508		208,088
2005-AR3 2A1 2.688% due 3/25/2035(1)(3)		315,680		317,688
Total Non-Agency Mortgage-Backed Securities (Cost $5,943,150)				6,008,871
	Principal Amount		Value
U.S. Government Securities – 6.1%
U.S. Treasury Bond 3.625% due 2/15/2044		4,000,000		4,397,848
Total U.S. Government Securities (Cost $4,509,599)				4,397,848
	Principal Amount		Value
Repurchase Agreements – 0.6%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $430,000, due 7/1/2015(5)		430,000		430,000
Total Repurchase Agreements (Cost $430,000)				430,000
Total Investments - 95.5% (Cost $69,091,907)				68,938,307
Other Assets, Net - 4.5%				3,230,468
Total Net Assets - 100.0%			$	72,168,775

82 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS STRATEGIC INCOME FUND

At June 30, 2015, the Fund had entered into the following forward currency exchange contracts:

Expiration Date (unaudited)

Counterparty

Currency to be Received

Amount of Currency to be Received

Currency to be Delivered

Amount of Currency to be Delivered

Unrealized Depreciation

9/16/2015

JPMorgan Chase Bank

USD

445,496

EUR

400,000

$

(918

)

Legend:

EUR – Euro

USD – U.S. Dollar

⁽¹⁾  Securities are segregated to cover anticipated or existing derivative positions.

⁽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. At June 30, 2015, the aggregate market value of these securities amounted to $12,383,796, representing 17.2% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees.

⁽³⁾  Variable rate securities, which may include step-up bonds or adjustable rate mortgages. The rate shown is the rate in effect at June 30, 2015.

⁽⁴⁾  See currency legend above.

⁽⁵⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.125%		1/31/2021	$	440,102

The table below presents futures contracts as of June 30, 2015:

Description (unaudited)	Counterparty	Number of Contracts		Expiration		Face Value (000s)		Unrealized Depreciation
Sold Futures Contracts
10 YR U.S. Treasury Note	Goldman Sachs & Co.		40		9/21/2015	$	5,047	$	(4,575	)

At June 30, 2015, the Fund had entered into the following open option contracts:

Number of Contracts	Written Call Options	Expiration Date		Premiums Received		Current Value			Unrealized Appreciation
30	30 YR U.S. Treasury Note, strike @ $157		August 2015	$	39,739	$	(33,282	)	$	6,457

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 83

SCHEDULE OF INVESTMENTS — RS STRATEGIC INCOME FUND

The table below presents credit default swap contracts as of June 30, 2015:

Referenced Obligation (unaudited)	Counterparty	Currency		Notional Amount (000)		Fund Received Fixed Rate		Expiration Date		Value		Upfront Premiums Paid		Unrealized Depreciation
Protection sold
CDX North America High Yield Series 24 Index	Goldman Sachs & Co.		USD	$	4,950		5.00%		6/20/2022	$	307,956	$	341,364	$	(33,408	)

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1			Level 2			Level 3		Total
Agency Mortgage-Backed Securities	$	—		$	171,355		$	—	$	171,355
Asset-Backed Securities		—			787,933			—		787,933
Senior Secured Loans		—			6,687,356			—		6,687,356
Commercial Mortgage-Backed Securities		—			6,249,228			—		6,249,228
Corporate Bonds		—			44,205,716			—		44,205,716
Non-Agency Mortgage-Backed Securities		—			6,008,871			—		6,008,871
U.S. Government Securities		—			4,397,848			—		4,397,848
Repurchase Agreements		—			430,000			—		430,000
Other Financial Instruments:
Forward Currency Contracts		—			(918	)		—		(918	)
Financial Futures Contracts		(4,575	)		—			—		(4,575	)
Written Call Options		(33,282	)		—			—		(33,282	)
Credit Default Swaps		—			307,956			—		307,956
Total	$	(37,857	)	$	69,245,345		$	—	$	69,207,488

84 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

This Page Intentionally Left Blank

www.rsinvestments.com 85

FINANCIAL INFORMATION

Statements of Assets and Liabilities As of June 30, 2015 (unaudited)	RS Investment Quality Bond			RS Low Duration Bond
Assets
Investments, at value	$	86,886,164		$	875,220,052
Cash		22,942			96,316
Cash deposits with brokers		148,300			612,577
Upfront payments paid on swap contracts		—			—
Receivable for investments sold		2,514,580			—
Dividends/interest receivable		707,266			3,957,088
Receivable for variation margin		442,063			15,894
Receivable for fund shares subscribed		23,400			1,669,791
Interest receivable for open swap contracts		—			—
Prepaid expenses		37,063			74,944
Total Assets		90,781,778			881,646,662
Liabilities
Payable for investments purchased		2,748,426			12,996,977
Payable for fund shares redeemed		300,494			2,468,386
Payable to adviser		20,236			323,019
Distributions payable		15,851			185,194
Payable to distributor		4,525			34,434
Accrued trustees’ fees		1,316			13,654
Written options, at value		—			—
Unrealized depreciation for open swap contracts		—			—
Unrealized depreciation for open forward currency contracts		—			—
Accrued expenses/other liabilities		73,101			374,095
Total Liabilities		3,163,949			16,395,759
Total Net Assets	$	87,617,829		$	865,250,903
Net Assets Consist of:
Paid-in capital	$	84,879,136		$	890,583,806
Distributions in excess of net investment income		—			(2,760	)
Accumulated undistributed net investment income		36,593			—
Accumulated net realized gain/(loss) from investments, futures contracts, swap contracts, written options and foreign currency transactions		936,926			(18,868,210	)
Net unrealized appreciation/(depreciation) on investments, futures contracts, swap contracts, written options and translation of assets and liabilities in foreign currencies		1,765,174			(6,461,933	)
Total Net Assets	$	87,617,829		$	865,250,903
Investments, at Cost	$	85,038,239		$	882,156,887
Premiums Received for Written Options	$	—		$	—
Pricing of Shares
Net Assets:
Class A	$	60,819,552		$	331,501,799
Class C		13,141,900			165,336,736
Class K		7,249,301			4,480,095
Class Y		6,407,076			363,932,273
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		6,104,339			32,940,124
Class C		1,319,350			16,428,148
Class K		726,638			445,130
Class Y		643,645			36,155,712
Net Asset Value Per Share:
Class A	$	9.96		$	10.06
Class C		9.96			10.06
Class K		9.98			10.06
Class Y		9.95			10.07
Sales Charge Class A (Load)		3.75	%		2.25	%
Maximum Offering Price Per Class A Share	$	10.35		$	10.29

86 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS High Yield			RS Tax-Exempt			RS High Income Municipal Bond			RS Floating Rate			RS Strategic Income
$	88,137,385		$	188,227,076		$	123,165,631		$	1,645,562,598		$	68,938,307
	125,002			3,237,256			1,641,678			8,563,436			386,686
	—			—			—			—			86,563
	—			—			—			—			341,364
	1,746,350			1,631,387			1,971,000			21,838,375			1,473,750
	1,365,376			2,255,691			1,511,185			8,292,866			782,080
	—			—			—			—			465,954
	42,686			125,467			326,647			2,895,973			23,119
	—			—			—			—			6,160
	38,593			31,212			25,834			80,385			28,822
	91,455,392			195,508,089			128,641,975			1,687,233,633			72,532,805
	2,801,500			4,263,336			3,927,333			49,868,125			—
	465,351			362,001			1,510,775			5,908,328			113,035
	28,629			60,325			33,628			805,219			20,037
	222,075			79,821			75,396			1,240,373			102,752
	6,497			9,531			6,345			82,885			3,593
	1,487			3,089			1,673			29,094			1,090
	—			—			—			—			33,282
	—			—			—			—			33,408
	—			—			—			—			918
	71,928			109,816			69,213			856,606			55,915
	3,597,467			4,887,919			5,624,363			58,790,630			364,030
$	87,857,925		$	190,620,170		$	123,017,612		$	1,628,443,003		$	72,168,775
$	95,143,106		$	174,671,927		$	119,538,774		$	1,739,136,574		$	73,381,626
	—			—			—			(40,029	)		(215,931	)
	—			18,778			126,264			—			—
	(4,911,798	)		1,384,142			(6,975,717	)		(73,761,867	)		(810,876	)
	(2,373,383	)		14,545,323			10,328,291			(36,891,675	)		(186,044	)
$	87,857,925		$	190,620,170		$	123,017,612		$	1,628,443,003		$	72,168,775
$	90,510,768		$	173,681,753		$	112,837,340		$	1,682,454,273		$	69,091,907
$	—		$	—		$	—		$	—		$	39,739
$	30,877,055		$	87,949,331		$	49,644,359		$	308,027,762		$	41,690,835
	25,959,886			47,609,233			33,963,990			524,926,422			13,450,679
	20,736,565			—			—			2,315,299			3,614,356
	10,284,419			55,061,606			39,409,263			793,173,520			13,412,905
	4,705,929			8,248,451			4,609,429			31,350,280			4,169,858
	3,949,665			4,466,249			3,153,736			53,388,934			1,339,297
	3,150,478			—			—			235,607			359,631
	1,575,230			5,166,247			3,658,545			80,680,239			1,348,862
$	6.56		$	10.66		$	10.77		$	9.83		$	10.00
	6.57			10.66			10.77			9.83			10.04
	6.58			—			—			9.83			10.05
	6.53			10.66			10.77			9.83			9.94
	3.75	%		3.75	%		3.75	%		2.25	%		3.75	%
$	6.82		$	11.08		$	11.19		$	10.06		$	10.39

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 87

FINANCIAL INFORMATION

Statements of Operations For the Six-Month Period Ended June 30, 2015 (unaudited)	RS Investment Quality Bond			RS Low Duration Bond
Investment Income
Interest	$	1,918,955		$	11,270,409
Total Investment Income		1,918,955			11,270,409
Expenses
Investment advisory fees		240,801			2,017,764
Distribution fees		180,262			1,320,559
Transfer agent fees		65,270			519,008
Custodian fees		34,222			46,493
Registration fees		31,870			39,264
Professional fees		20,011			74,710
Administrative service fees		6,804			39,774
Shareholder reports		5,392			45,942
Trustees’ fees		2,985			29,126
Insurance expense		1,486			14,641
Other expenses		1,703			13,201
Total Expenses		590,806			4,160,482
Less: Fee waiver by adviser		(88,397	)		—
Total Expenses, Net		502,409			4,160,482
Net Investment Income		1,416,546			7,109,927
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments, Futures Contracts, Swap Contracts, Written Options and Foreign Currency Transactions
Net realized gain/(loss) from investments		824,049			(1,128,256	)
Net realized gain/(loss) from futures contracts		153,086			760,435
Net realized gain from swap contracts		—			—
Net realized gain from written options		17,692			—
Net realized gain from foreign currency transactions		—			—
Net change in unrealized appreciation/depreciation on investments		(1,844,329	)		2,682,551
Net change in unrealized appreciation/depreciation on futures contracts		(125,111	)		721,435
Net change in unrealized appreciation/depreciation on swap contracts		—			—
Net change in unrealized appreciation/depreciation on written options		(14,426	)		—
Net change in unrealized appreciation/depreciation on translation of assets and liabilities in foreign currencies		—			—
Net Gain/(Loss) on Investments, Futures Contracts, Swap Contracts, Written Options and Foreign Currency Transactions		(989,039	)		3,036,165
Net Increase in Net Assets Resulting from Operations	$	427,507		$	10,146,092

88 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS High Yield			RS Tax-Exempt			RS High Income Municipal Bond			RS Floating Rate			RS Strategic Income
$	3,281,632		$	4,165,412		$	2,915,909		$	46,690,697		$	1,587,141
	3,281,632			4,165,412			2,915,909			46,690,697			1,587,141
	277,822			516,704			306,013			5,547,058			227,283
	242,499			368,450			239,121			3,170,465			134,832
	60,279			118,903			66,032			1,027,975			40,164
	28,098			23,148			18,062			73,364			28,891
	31,620			24,724			25,499			50,276			31,188
	19,851			26,692			20,679			175,873			18,862
	6,859			11,152			7,316			75,761			6,065
	5,289			11,237			5,865			104,729			5,500
	3,007			6,689			3,685			57,285			2,386
	1,280			3,227			1,301			33,154			968
	1,676			3,635			2,115			191,880			2,205
	678,280			1,114,561			695,688			10,507,820			498,344
	(99,775	)		(122,106	)		(112,820	)		(671,680	)		(92,537	)
	578,505			992,455			582,868			9,836,140			405,807
	2,703,127			3,172,957			2,333,041			36,854,557			1,181,334
	(4,482,570	)		4,150,473			624,221			(52,326,995	)		(263,168	)
	—			—			—			—			(630,661	)
	—			—			—			—			11,745
	—			—			—			—			125,795
	—			—			—			—			90
	5,193,856			(7,060,892	)		(1,518,500	)		53,226,989			60,879
	—			—			—			—			55,523
	—			—			—			—			(33,408	)
	—			—			—			—			6,457
	—			—			—			—			63,008
	711,286			(2,910,419	)		(894,279	)		899,994			(603,740	)
$	3,414,413		$	262,538		$	1,438,762		$	37,754,551		$	577,594

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 89

FINANCIAL INFORMATION

Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited	RS Investment Quality Bond
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment income	$	1,416,546		$	3,635,666
Net realized gain/(loss) from investments, futures contracts and written options		994,827			1,898,055
Net change in unrealized appreciation/depreciation on investments, futures contracts and written options		(1,983,866	)		1,385,699
Net Increase/(Decrease) in Net Assets Resulting from Operations		427,507			6,919,420
Distributions to Shareholders
Net investment income
Class A		(1,025,732	)		(2,126,426	)
Class C		(162,291	)		(231,334	)
Class K		(103,778	)		(187,788	)
Class Y		(124,745	)		(1,087,545	)
Net realized gain on investments
Class A		(423,791	)		(793,878	)
Class C		(92,021	)		(137,681	)
Class K		(51,275	)		(82,997	)
Class Y		(46,979	)		(353,654	)
Total Distributions		(2,030,612	)		(5,001,303	)
Capital Share Transactions
Proceeds from sales of shares		9,517,030			33,687,455
Reinvestment of distributions		1,883,086			4,756,507
Cost of shares redeemed		(52,514,090	)		(44,077,794	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(41,113,974	)		(5,633,832	)
Net Decrease in Net Assets		(42,717,079	)		(3,715,715	)
Net Assets
Beginning of period		130,334,908			134,050,623
End of period	$	87,617,829		$	130,334,908
Distributions in Excess of Net Investment Income Included in Net Assets	$	—		$	—
Accumulated Undistributed Net Investment Income Included in Net Assets	$	36,593		$	36,593
Other Information:
Shares
Sold		931,158			3,289,005
Reinvested		185,774			465,759
Redeemed		(5,146,363	)		(4,319,573	)
Net Decrease		(4,029,431	)		(564,809	)

90 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Low Duration Bond						RS High Yield						RS Tax-Exempt
For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
$	7,109,927		$	19,683,677		$	2,703,127		$	5,796,669		$	3,172,957		$	7,456,436
	(367,821	)		(5,381,276	)		(4,482,570	)		4,615,544			4,150,473			3,370,054
	3,403,986			(4,784,927	)		5,193,856			(11,916,020	)		(7,060,892	)		9,926,229
	10,146,092			9,517,474			3,414,413			(1,503,807	)		262,538			20,752,719
	(2,789,544	)		(8,452,714	)		(987,497	)		(2,349,581	)		(1,538,189	)		(4,029,538	)
	(762,532	)		(2,251,755	)		(721,863	)		(1,598,990	)		(607,467	)		(1,311,389	)
	(26,922	)		(71,680	)		(601,329	)		(1,211,764	)		—			—
	(3,526,674	)		(8,908,117	)		(392,438	)		(636,334	)		(1,027,301	)		(2,115,509	)
	—			—			—			(1,684,942	)		—			—
	—			—			—			(1,380,773	)		—			—
	—			—			—			(1,030,003	)		—			—
	—			—			—			(636,984	)		—			—
	(7,105,672	)		(19,684,266	)		(2,703,127	)		(10,529,371	)		(3,172,957	)		(7,456,436	)
	142,019,994			515,121,739			8,639,326			52,548,523			10,554,144			62,983,226
	5,693,876			15,890,388			1,300,588			5,175,784			2,596,379			5,826,232
	(263,562,405	)		(868,952,225	)		(19,851,726	)		(61,194,764	)		(50,424,714	)		(131,269,989	)
	(115,848,535	)		(337,940,098	)		(9,911,812	)		(3,470,457	)		(37,274,191	)		(62,460,531	)
	(112,808,115	)		(348,106,890	)		(9,200,526	)		(15,503,635	)		(40,184,610	)		(49,164,248	)
	978,059,018			1,326,165,908			97,058,451			112,562,086			230,804,780			279,969,028
$	865,250,903		$	978,059,018		$	87,857,925		$	97,058,451		$	190,620,170		$	230,804,780
$	(2,760	)	$	(7,015	)	$	—		$	—		$	—		$	—
$	—		$	—		$	—		$	—		$	18,778		$	18,778
	14,102,181			50,911,939			1,318,362			7,183,392			975,398			5,911,237
	565,487			1,570,753			197,097			748,166			240,450			545,355
	(26,184,949	)		(85,908,693	)		(3,014,754	)		(8,437,417	)		(4,659,372	)		(12,319,056	)
	(11,517,281	)		(33,426,001	)		(1,499,295	)		(505,859	)		(3,443,524	)		(5,862,464	)

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FINANCIAL INFORMATION

Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited	RS High Income Municipal Bond
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment income	$	2,333,041		$	4,582,300
Net realized gain/(loss) from investments, futures contracts, swap contracts, written options and foreign currency transactions		624,221			692,586
Net change in unrealized appreciation/depreciation on investments, futures contracts, swap contracts, written options and translation of assets and liabilities in foreign currencies		(1,518,500	)		8,308,884
Net Increase/(Decrease) in Net Assets Resulting from Operations		1,438,762			13,583,770
Distributions to Shareholders
Net investment income
Class A		(1,012,407	)		(1,930,315	)
Class C		(560,493	)		(1,223,117	)
Class K		—			—
Class Y		(760,141	)		(1,424,565	)
Net realized gain on investments
Class A		—			—
Class C		—			—
Class K		—			—
Class Y		—			—
Total Distributions		(2,333,041	)		(4,577,997	)
Capital Share Transactions
Proceeds from sales of shares		21,497,382			50,174,638
Reinvestment of distributions		1,868,379			3,855,895
Cost of shares redeemed		(20,420,599	)		(60,007,112	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		2,945,162			(5,976,579	)
Net Increase/(Decrease) in Net Assets		2,050,883			3,029,194
Net Assets
Beginning of period		120,966,729			117,937,535
End of period	$	123,017,612		$	120,966,729
Distributions in Excess of Net Investment Income Included in Net Assets	$	—		$	—
Accumulated Undistributed Net Investment Income Included in Net Assets	$	126,264		$	126,264
Other Information:
Shares
Sold		1,972,339			4,758,659
Reinvested		171,588			366,206
Redeemed		(1,878,691	)		(5,763,184	)
Net Increase/(Decrease)		265,236			(638,319	)

92 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Floating Rate						RS Strategic Income
For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
$	36,854,557		$	100,681,771		$	1,181,334		$	2,462,659
	(52,326,995	)		1,500,796			(756,199	)		756,390
	53,226,989			(116,629,892	)		152,459			(1,700,107	)
	37,754,551			(14,447,325	)		577,594			1,518,942
	(7,100,857	)		(26,236,676	)		(747,379	)		(1,695,882	)
	(10,162,033	)		(23,882,218	)		(172,115	)		(339,683	)
	(45,679	)		(92,676	)		(53,775	)		(106,053	)
	(19,545,988	)		(50,422,913	)		(250,485	)		(401,507	)
	—			—			(29,206	)		(540,049	)
	—			—			(9,317	)		(139,212	)
	—			—			(2,537	)		(39,466	)
	—			—			(9,579	)		(196,966	)
	(36,854,557	)		(100,634,483	)		(1,274,393	)		(3,458,818	)
	228,909,243			1,034,431,466			5,002,443			33,177,286
	28,856,947			75,872,578			623,130			1,760,088
	(481,106,247	)		(1,987,931,377	)		(16,219,949	)		(28,060,869	)
	(223,340,057	)		(877,627,333	)		(10,594,376	)		6,876,505
	(222,440,063	)		(992,709,141	)		(11,291,175	)		4,936,629
	1,850,883,066			2,843,592,207			83,459,950			78,523,321
$	1,628,443,003		$	1,850,883,066		$	72,168,775		$	83,459,950
$	(40,029	)	$	(40,029	)	$	(215,931	)	$	(173,511	)
$	—		$	—		$	—		$	—
	23,028,290			100,422,129			494,670			3,192,598
	2,907,997			7,404,349			61,614			170,766
	(48,587,728	)		(194,491,056	)		(1,602,128	)		(2,699,795	)
	(22,651,441	)		(86,664,578	)		(1,045,844	)		663,569

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FINANCIAL INFORMATION

The Financial Highlights table is intended to help you understand each Fund’s financial performance for the past six reporting periods. 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 distributions).

Financial Highlights Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains
RS Investment Quality Bond Fund
Class A
Six Months Ended 6/30/151	$	10.16	$	0.16	2	$	(0.13	)	$	0.03		$	(0.16	)	$	(0.07	)
Year Ended 12/31/14		10.01		0.30			0.26			0.56			(0.30	)		(0.11	)
Year Ended 12/31/13		10.50		0.28			(0.45	)		(0.17	)		(0.28	)		(0.04	)
Year Ended 12/31/12		10.34		0.28			0.32			0.60			(0.28	)		(0.16	)
Year Ended 12/31/11		10.12		0.35			0.33			0.68			(0.35	)		(0.11	)
Year Ended 12/31/10		9.89		0.38			0.36			0.74			(0.38	)		(0.13	)
Class C
Six Months Ended 6/30/151	$	10.16	$	0.11	2	$	(0.13	)	$	(0.02	)	$	(0.11	)	$	(0.07	)
Year Ended 12/31/14		10.01		0.22			0.26			0.48			(0.22	)		(0.11	)
Year Ended 12/31/13		10.50		0.20			(0.45	)		(0.25	)		(0.20	)		(0.04	)
Year Ended 12/31/12		10.34		0.20			0.32			0.52			(0.20	)		(0.16	)
Year Ended 12/31/11		10.11		0.28			0.34			0.62			(0.28	)		(0.11	)
Year Ended 12/31/10		9.89		0.30			0.35			0.65			(0.30	)		(0.13	)
Class K
Six Months Ended 6/30/151	$	10.18	$	0.14	2	$	(0.13	)	$	0.01		$	(0.14	)	$	(0.07	)
Year Ended 12/31/14		10.02		0.26			0.27			0.53			(0.26	)		(0.11	)
Year Ended 12/31/13		10.51		0.24			(0.45	)		(0.21	)		(0.24	)		(0.04	)
Year Ended 12/31/12		10.36		0.23			0.31			0.54			(0.23	)		(0.16	)
Year Ended 12/31/11		10.13		0.31			0.34			0.65			(0.31	)		(0.11	)
Year Ended 12/31/10		9.90		0.34			0.36			0.70			(0.34	)		(0.13	)
Class Y
Six Months Ended 6/30/151	$	10.17	$	0.16	2	$	(0.14	)	$	0.02		$	(0.17	)	$	(0.07	)
Year Ended 12/31/14		10.02		0.33			0.26			0.59			(0.33	)		(0.11	)
Year Ended 12/31/13		10.50		0.30			(0.44	)		(0.14	)		(0.30	)		(0.04	)
Year Ended 12/31/12		10.35		0.30			0.31			0.61			(0.30	)		(0.16	)
Year Ended 12/31/11		10.12		0.37			0.34			0.71			(0.37	)		(0.11	)
Year Ended 12/31/10		9.89		0.40			0.36			0.76			(0.40	)		(0.13	)

See notes to Financial Highlights on pages 106-107.

94 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets4		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	(0.23)	$	9.96		0.24%	$	60,820		0.90%		1.10%		3.10%		2.90%		41%
	(0.41)		10.16		5.67%		73,618		0.88%		1.05%		2.98%		2.81%		51%
	(0.32)		10.01		(1.64)%		80,139		0.85%		1.01%		2.70%		2.54%		201%
	(0.44)		10.50		5.85%		129,706		0.85%		0.99%		2.62%		2.48%		154%
	(0.46)		10.34		6.87%		115,632		0.85%		0.98%		3.46%		3.33%		113%
	(0.51)		10.12		7.55%		135,370		0.85%		1.04%		3.69%		3.50%		129%
$	(0.18)	$	9.96		(0.19)%	$	13,142		1.77%		1.88%		2.24%		2.13%		41%
	(0.33)		10.16		4.81%		15,377		1.71%		1.88%		2.16%		1.99%		51%
	(0.24)		10.01		(2.37)%		12,057		1.60%		1.81%		1.92%		1.71%		201%
	(0.36)		10.50		5.06%		27,040		1.60%		1.79%		1.83%		1.64%		154%
	(0.39)		10.34		6.17%		15,482		1.60%		1.84%		2.60%		2.36%		113%
	(0.43)		10.11		6.64%		7,270		1.60%		1.80%		2.97%		2.77%		129%
$	(0.21)	$	9.98		0.05%	$	7,249		1.30%		1.50%		2.70%		2.50%		41%
	(0.37)		10.18		5.36%		7,821		1.28%		1.46%		2.57%		2.39%		51%
	(0.28)		10.02		(2.02)%		7,287		1.25%		1.41%		2.32%		2.16%		201%
	(0.39)		10.51		5.33%		9,291		1.25%		1.44%		2.23%		2.04%		154%
	(0.42)		10.36		6.55%		10,471		1.25%		1.50%		3.04%		2.79%		113%
	(0.47)		10.13		7.12%		10,104		1.25%		1.50%		3.34%		3.09%		129%
$	(0.24)	$	9.95		0.13%	$	6,407		0.66%		0.86%		3.14%		2.94%		41%
	(0.44)		10.17		5.91%		33,519		0.66%		0.78%		3.20%		3.08%		51%
	(0.34)		10.02		(1.35)%		34,568		0.66%		0.72%		2.89%		2.83%		201%
	(0.46)		10.50		5.95%		58,511		0.66%		0.74%		2.80%		2.72%		154%
	(0.48)		10.35		7.18%		51,026		0.66%		0.68%		3.39%		3.37%		113%
	(0.53)		10.12		7.75%		1,849		0.66%		0.76%		3.85%		3.75%		129%

See notes to Financial Highlights on pages 106-107.

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FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains
RS Low Duration Bond Fund
Class A
Six Months Ended 6/30/151	$	10.03	$	0.08	2	$	0.03		$	0.11		$	(0.08	)	$	—
Year Ended 12/31/14		10.13		0.18			(0.10	)		0.08			(0.18	)		—
Year Ended 12/31/13		10.32		0.18			(0.19	)		(0.01	)		(0.18	)		—	5
Year Ended 12/31/12		10.21		0.20			0.11			0.31			(0.20	)		—	5
Year Ended 12/31/11		10.28		0.24			(0.06	)		0.18			(0.24	)		(0.01	)
Year Ended 12/31/10		10.17		0.28			0.14			0.42			(0.28	)		(0.03	)
Class C
Six Months Ended 6/30/151	$	10.03	$	0.04	2	$	0.03		$	0.07		$	(0.04	)	$	—
Year Ended 12/31/14		10.13		0.10			(0.10	)		0.00			(0.10	)		—
Year Ended 12/31/13		10.32		0.10			(0.19	)		(0.09	)		(0.10	)		—	5
Year Ended 12/31/12		10.21		0.12			0.11			0.23			(0.12	)		—	5
Year Ended 12/31/11		10.28		0.16			(0.06	)		0.10			(0.16	)		(0.01	)
Year Ended 12/31/10		10.17		0.21			0.14			0.35			(0.21	)		(0.03	)
Class K
Six Months Ended 6/30/151	$	10.03	$	0.06	2	$	0.03		$	0.09		$	(0.06	)	$	—
Year Ended 12/31/14		10.13		0.13			(0.10	)		0.03			(0.13	)		—
Year Ended 12/31/13		10.32		0.14			(0.19	)		(0.05	)		(0.14	)		—	5
Year Ended 12/31/12		10.21		0.15			0.11			0.26			(0.15	)		—	5
Year Ended 12/31/11		10.28		0.20			(0.06	)		0.14			(0.20	)		(0.01	)
Year Ended 12/31/10		10.17		0.24			0.14			0.38			(0.24	)		(0.03	)
Class Y
Six Months Ended 6/30/151	$	10.03	$	0.09	2	$	0.04		$	0.13		$	(0.09	)	$	—
Year Ended 12/31/14		10.13		0.20			(0.10	)		0.10			(0.20	)		—
Year Ended 12/31/13		10.32		0.20			(0.19	)		0.01			(0.20	)		—	5
Year Ended 12/31/12		10.21		0.22			0.11			0.33			(0.22	)		—	5
Year Ended 12/31/11		10.28		0.26			(0.06	)		0.20			(0.26	)		(0.01	)
Year Ended 12/31/10		10.17		0.30			0.14			0.44			(0.30	)		(0.03	)

See notes to Financial Highlights on pages 106-107.

96 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets4		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	(0.08)	$	10.06		1.11%		$	331,502		0.88%		0.88%		1.63%		1.63%		20%
	(0.18)		10.03		0.74%			373,706		0.90%		0.90%		1.75%		1.75%		38%
	(0.18)		10.13		(0.07)%			580,942		0.83%		0.84%		1.76%		1.75%		74%
	(0.20)		10.32		3.06%			818,462		0.80%		0.84%		1.88%		1.84%		64%
	(0.25)		10.21		1.68%			665,196		0.80%		0.86%		2.26%		2.20%		76%
	(0.31)		10.28		4.15%			408,167		0.80%		0.93%		2.68%		2.55%		121%
$	(0.04)	$	10.06		0.73%		$	165,337		1.65%		1.65%		0.87%		0.87%		20%
	(0.10)		10.03		0.00%	6		191,970		1.64%		1.64%		1.00%		1.00%		38%
	(0.10)		10.13		(0.85)%			268,237		1.61%		1.63%		0.98%		0.96%		74%
	(0.12)		10.32		2.29%			334,753		1.55%		1.62%		1.12%		1.05%		64%
	(0.17)		10.21		0.93%			236,987		1.55%		1.61%		1.52%		1.46%		76%
	(0.24)		10.28		3.38%			144,393		1.55%		1.67%		1.92%		1.80%		121%
$	(0.06)	$	10.06		0.88%		$	4,480		1.34%		1.34%		1.17%		1.17%		20%
	(0.13)		10.03		0.31%			5,001		1.33%		1.33%		1.31%		1.31%		38%
	(0.14)		10.13		(0.50)%			5,894		1.26%		1.30%		1.34%		1.30%		74%
	(0.15)		10.32		2.65%			7,238		1.20%		1.33%		1.46%		1.33%		64%
	(0.21)		10.21		1.28%			5,551		1.20%		1.36%		1.88%		1.72%		76%
	(0.27)		10.28		3.75%			4,139		1.20%		1.41%		2.32%		2.11%		121%
$	(0.09)	$	10.07		1.34%		$	363,932		0.63%		0.63%		1.89%		1.89%		20%
	(0.20)		10.03		1.04%			407,382		0.61%		0.61%		2.02%		2.02%		38%
	(0.20)		10.13		0.15%			471,093		0.61%		0.61%		1.98%		1.98%		74%
	(0.22)		10.32		3.27%			633,868		0.61%		0.61%		2.03%		2.03%		64%
	(0.27)		10.21		1.89%			312,680		0.60%		0.60%		2.43%		2.43%		76%
	(0.33)		10.28		4.36%			104,784		0.62%		0.62%		2.83%		2.83%		121%

See notes to Financial Highlights on pages 106-107.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 97

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains
RS High Yield Fund
Class A
Six Months Ended 6/30/151	$	6.52	$	0.20	2	$	0.04		$	0.24		$	(0.20	)	$	—
Year Ended 12/31/14		7.31		0.41			(0.47	)		(0.06	)		(0.41	)		(0.32	)
Year Ended 12/31/13		7.25		0.43			0.07			0.50			(0.44	)		—
Year Ended 12/31/12		6.75		0.45			0.50			0.95			(0.45	)		—
Year Ended 12/31/11		6.93		0.49			(0.18	)		0.31			(0.49	)		—
Year Ended 12/31/10		6.59		0.52			0.34			0.86			(0.52	)		—
Class C
Six Months Ended 6/30/151	$	6.53	$	0.18	2	$	0.04		$	0.22		$	(0.18	)	$	—
Year Ended 12/31/14		7.32		0.36			(0.47	)		(0.11	)		(0.36	)		(0.32	)
Year Ended 12/31/13		7.25		0.36			0.07			0.43			(0.36	)		—
Year Ended 12/31/12		6.74		0.39			0.51			0.90			(0.39	)		—
Year Ended 12/31/11		6.93		0.44			(0.19	)		0.25			(0.44	)		—
Year Ended 12/31/10		6.58		0.47			0.35			0.82			(0.47	)		—
Class K
Six Months Ended 6/30/151	$	6.54	$	0.19	2	$	0.04		$	0.23		$	(0.19	)	$	—
Year Ended 12/31/14		7.33		0.38			(0.47	)		(0.09	)		(0.38	)		(0.32	)
Year Ended 12/31/13		7.25		0.39			0.08			0.47			(0.39	)		—
Year Ended 12/31/12		6.75		0.42			0.50			0.92			(0.42	)		—
Year Ended 12/31/11		6.93		0.46			(0.18	)		0.28			(0.46	)		—
Year Ended 12/31/10		6.59		0.49			0.34			0.83			(0.49	)		—
Class Y
Six Months Ended 6/30/151	$	6.49	$	0.21	2	$	0.04		$	0.25		$	(0.21	)	$	—
Year Ended 12/31/14		7.27		0.44			(0.48	)		(0.04	)		(0.42	)		(0.32	)
Year Ended 12/31/13		7.24		0.43			0.07			0.50			(0.47	)		—
Year Ended 12/31/12		6.74		0.46			0.50			0.96			(0.46	)		—
Year Ended 12/31/11		6.92		0.50			(0.18	)		0.32			(0.50	)		—
Year Ended 12/31/10		6.58		0.53			0.34			0.87			(0.53	)		—

See notes to Financial Highlights on pages 106-107.

98 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets4		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	(0.20)	$	6.56		3.69%	$	30,877		1.00%		1.21%		6.08%		5.87%		103%
	(0.73)		6.52		(1.01)%		34,339		0.98%		1.16%		5.52%		5.34%		221%
	(0.44)		7.31		7.05%		42,329		0.95%		1.11%		5.72%		5.56%		96%
	(0.45)		7.25		14.43%		64,916		0.92%		1.12%		6.36%		6.16%		103%
	(0.49)		6.75		4.56%		68,517		0.85%		1.11%		7.10%		6.84%		101%
	(0.52)		6.93		13.54%		72,025		0.85%		1.14%		7.67%		7.38%		108%
$	(0.18)	$	6.57		3.33%	$	25,960		1.70%		1.95%		5.39%		5.14%		103%
	(0.68)		6.53		(1.70)%		27,780		1.70%		1.90%		4.85%		4.65%		221%
	(0.36)		7.32		6.10%		37,733		1.70%		1.87%		4.97%		4.80%		96%
	(0.39)		7.25		13.75%		34,998		1.67%		1.88%		5.60%		5.39%		103%
	(0.44)		6.74		3.62%		27,882		1.60%		1.88%		6.34%		6.06%		101%
	(0.47)		6.93		12.88%		25,102		1.60%		1.92%		6.92%		6.60%		108%
$	(0.19)	$	6.58		3.51%	$	20,737		1.35%		1.56%		5.74%		5.53%		103%
	(0.70)		6.54		(1.35)%		21,109		1.35%		1.52%		5.20%		5.03%		221%
	(0.39)		7.33		6.62%		23,036		1.35%		1.49%		5.32%		5.18%		96%
	(0.42)		7.25		13.98%		22,003		1.32%		1.52%		5.96%		5.76%		103%
	(0.46)		6.75		4.15%		18,961		1.25%		1.54%		6.71%		6.42%		101%
	(0.49)		6.93		13.09%		18,710		1.25%		1.58%		7.29%		6.96%		108%
$	(0.21)	$	6.53		3.81%	$	10,284		0.76%		0.93%		6.32%		6.15%		103%
	(0.74)		6.49		(0.63)%		13,830		0.76%		0.90%		5.90%		5.76%		221%
	(0.47)		7.27		7.14%		9,464		0.76%		0.85%		5.88%		5.79%		96%
	(0.46)		7.24		14.66%		11,271		0.73%		0.91%		6.52%		6.34%		103%
	(0.50)		6.74		4.75%		7,418		0.66%		0.88%		7.30%		7.08%		101%
	(0.53)		6.92		13.77%		4,678		0.66%		0.88%		7.89%		7.67%		108%

See notes to Financial Highlights on pages 106-107.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 99

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains
RS Tax-Exempt Fund
Class A
Six Months Ended 6/30/151	$	10.83	$	0.17	2	$	(0.17	)	$	—		$	(0.17	)	$	—
Year Ended 12/31/14		10.30		0.33			0.53			0.86			(0.33	)		—
Year Ended 12/31/13		11.13		0.31			(0.83	)		(0.52	)		(0.31	)		—	5
Year Ended 12/31/12		10.69		0.32			0.44			0.76			(0.32	)		—
Year Ended 12/31/11		9.95		0.34			0.74			1.08			(0.34	)		—
Year Ended 12/31/10		10.19		0.37			(0.24	)		0.13			(0.37	)		—
Class C
Six Months Ended 6/30/151	$	10.82	$	0.13	2	$	(0.16	)	$	(0.03	)	$	(0.13	)	$	—
Year Ended 12/31/14		10.30		0.24			0.52			0.76			(0.24	)		—
Year Ended 12/31/13		11.12		0.23			(0.82	)		(0.59	)		(0.23	)		—	5
Year Ended 12/31/12		10.69		0.23			0.43			0.66			(0.23	)		—
Year Ended 12/31/11		9.95		0.26			0.74			1.00			(0.26	)		—
Year Ended 12/31/10		10.18		0.29			(0.23	)		0.06			(0.29	)		—
Class Y
Six Months Ended 6/30/151	$	10.82	$	0.18	2	$	(0.16	)	$	0.02		$	(0.18	)	$	—
Year Ended 12/31/14		10.29		0.34			0.53			0.87			(0.34	)		—
Year Ended 12/31/13		11.12		0.33			(0.83	)		(0.50	)		(0.33	)		—	5
Year Ended 12/31/12		10.68		0.34			0.44			0.78			(0.34	)		—
Year Ended 12/31/11		9.95		0.36			0.73			1.09			(0.36	)		—
Year Ended 12/31/10		10.18		0.39			(0.23	)		0.16			(0.39	)		—

See notes to Financial Highlights on pages 106-107.

100 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets4		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	(0.17)	$	10.66		0.02%	$	87,949		0.80%		0.96%		3.23%		3.07%		16%
	(0.33)		10.83		8.39%		102,716		0.80%		0.96%		3.05%		2.89%		14%
	(0.31)		10.30		(4.67)%		152,992		0.80%		0.93%		2.92%		2.79%		26%
	(0.32)		11.13		7.19%		275,881		0.80%		0.91%		2.91%		2.80%		15%
	(0.34)		10.69		11.11%		258,848		0.80%		0.90%		3.33%		3.23%		17%
	(0.37)		9.95		1.21%		161,531		0.82%		0.96%		3.58%		3.44%		22%
$	(0.13)	$	10.66		(0.28)%	$	47,609		1.60%		1.75%		2.44%		2.29%		16%
	(0.24)		10.82		7.44%		53,042		1.60%		1.72%		2.26%		2.14%		14%
	(0.23)		10.30		(5.35)%		64,061		1.60%		1.69%		2.12%		2.03%		26%
	(0.23)		11.12		6.24%		107,073		1.60%		1.69%		2.10%		2.01%		15%
	(0.26)		10.69		10.22%		79,106		1.60%		1.67%		2.55%		2.48%		17%
	(0.29)		9.95		0.52%		62,692		1.60%		1.72%		2.78%		2.66%		22%
$	(0.18)	$	10.66		0.17%	$	55,062		0.69%		0.72%		3.33%		3.30%		16%
	(0.34)		10.82		8.53%		75,047		0.69%		0.69%		3.18%		3.18%		14%
	(0.33)		10.29		(4.57)%		62,916		0.69%		0.69%		3.03%		3.03%		26%
	(0.34)		11.12		7.34%		110,209		0.67%		0.67%		3.03%		3.03%		15%
	(0.36)		10.68		11.14%		75,837		0.68%		0.68%		3.42%		3.42%		17%
	(0.39)		9.95		1.47%		41,376		0.67%		0.67%		3.71%		3.71%		22%

See notes to Financial Highlights on pages 106-107.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 101

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains
RS High Income Municipal Bond Fund
Class A
Six Months Ended 6/30/151	$	10.84	$	0.21	2	$	(0.07	)	$	0.14		$	(0.21	)	$	—
Year Ended 12/31/14		10.00		0.45			0.84			1.29			(0.45	)		—
Year Ended 12/31/13		11.19		0.45			(1.19	)		(0.74	)		(0.45	)		—
Year Ended 12/31/12		10.55		0.44			0.64			1.08			(0.44	)		—
Year Ended 12/31/11		9.95		0.52			0.60			1.12			(0.52	)		—
Year Ended 12/31/10		10.07		0.59			(0.11	)		0.48			(0.59	)		(0.01	)
Class C
Six Months Ended 6/30/151	$	10.84	$	0.17	2	$	(0.07	)	$	0.10		$	(0.17	)	$	—
Year Ended 12/31/14		10.00		0.37			0.84			1.21			(0.37	)		—
Year Ended 12/31/13		11.19		0.37			(1.19	)		(0.82	)		(0.37	)		—
Year Ended 12/31/12		10.55		0.35			0.64			0.99			(0.35	)		—
Year Ended 12/31/11		9.95		0.46			0.60			1.06			(0.46	)		—
Year Ended 12/31/10		10.07		0.57			(0.11	)		0.46			(0.57	)		(0.01	)
Class Y
Six Months Ended 6/30/151	$	10.84	$	0.23	2	$	(0.07	)	$	0.16		$	(0.23	)	$	—
Year Ended 12/31/14		10.00		0.47			0.84			1.31			(0.47	)		—
Year Ended 12/31/13		11.19		0.47			(1.19	)		(0.72	)		(0.47	)		—
Year Ended 12/31/12		10.55		0.46			0.64			1.10			(0.46	)		—
Year Ended 12/31/11		9.95		0.54			0.60			1.14			(0.54	)		—
Year Ended 12/31/10		10.07		0.59			(0.11	)		0.48			(0.59	)		(0.01	)

See notes to Financial Highlights on pages 106-107.

102 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets4		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	(0.21)	$	10.77		1.32%	$	49,645		0.80%		0.99%		3.97%		3.78%		28%
	(0.45)		10.84		13.09%		50,341		0.78%		1.02%		4.26%		4.02%		25%
	(0.45)		10.00		(6.74)%		54,603		0.73%		0.95%		4.17%		3.95%		19%
	(0.44)		11.19		10.32%		137,734		0.68%		0.92%		3.89%		3.65%		17%
	(0.52)		10.55		11.68%		99,686		0.51%		0.96%		5.11%		4.66%		20%
	(0.60)		9.95		4.74%		72,924		0.12%		1.20%		5.64%		4.56%		41%
$	(0.17)	$	10.77		0.94%	$	33,964		1.57%		1.77%		3.20%		3.00%		28%
	(0.37)		10.84		12.22%		35,996		1.55%		1.77%		3.50%		3.28%		25%
	(0.37)		10.00		(7.47)%		36,049		1.52%		1.73%		3.40%		3.19%		19%
	(0.35)		11.19		9.46%		68,925		1.48%		1.72%		3.08%		2.84%		17%
	(0.46)		10.55		10.94%		34,428		1.21%		1.74%		4.41%		3.88%		20%
	(0.58)		9.95		4.55%		20,104		0.34%		1.94%		5.36%		3.76%		41%
$	(0.23)	$	10.77		1.44%	$	39,409		0.57%		0.73%		4.19%		4.03%		28%
	(0.47)		10.84		13.37%		34,630		0.54%		0.73%		4.49%		4.30%		25%
	(0.47)		10.00		(6.54)%		27,286		0.50%		0.71%		4.39%		4.18%		19%
	(0.46)		11.19		10.59%		73,511		0.44%		0.68%		4.11%		3.88%		17%
	(0.54)		10.55		11.89%		36,526		0.30%		0.67%		5.25%		4.88%		20%
	(0.60)		9.95		4.76%		10,731		0.10%		0.87%		5.66%		4.89%		41%

See notes to Financial Highlights on pages 106-107.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 103

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains
RS Floating Rate Fund
Class A
Six Months Ended 6/30/151	$	9.82	$	0.22	2	$	0.01		$	0.23		$	(0.22	)	$	—
Year Ended 12/31/14		10.34		0.42			(0.52	)		(0.10	)		(0.42	)		—
Year Ended 12/31/13		10.27		0.44			0.07			0.51			(0.44	)		—
Year Ended 12/31/12		9.85		0.54			0.42			0.96			(0.54	)		—
Year Ended 12/31/11		10.30		0.54			(0.44	)		0.10			(0.54	)		(0.01	)
Year Ended 12/31/10		10.03		0.52			0.30			0.82			(0.52	)		(0.03	)
Class C
Six Months Ended 6/30/151	$	9.83	$	0.18	2	$	—	5	$	0.18		$	(0.18	)	$	—
Year Ended 12/31/14		10.34		0.34			(0.51	)		(0.17	)		(0.34	)		—
Year Ended 12/31/13		10.27		0.36			0.07			0.43			(0.36	)		—
Year Ended 12/31/12		9.86		0.46			0.41			0.87			(0.46	)		—
Year Ended 12/31/11		10.31		0.48			(0.44	)		0.04			(0.48	)		(0.01	)
Year Ended 12/31/10		10.04		0.51			0.30			0.81			(0.51	)		(0.03	)
Class K
Six Months Ended 6/30/151	$	9.83	$	0.19	2	$	—	5	$	0.19		$	(0.19	)	$	—
Year Ended 12/31/14		10.34		0.36			(0.51	)		(0.15	)		(0.36	)		—
Year Ended 12/31/13		10.26		0.40			0.08			0.48			(0.40	)		—
Year Ended 12/31/12		9.85		0.49			0.41			0.90			(0.49	)		—
Year Ended 12/31/11		10.31		0.50			(0.45	)		0.05			(0.50	)		(0.01	)
Year Ended 12/31/10		10.04		0.52			0.30			0.82			(0.52	)		(0.03	)
Class Y
Six Months Ended 6/30/151	$	9.83	$	0.23	2	$	—	5	$	0.23		$	(0.23	)	$	—
Year Ended 12/31/14		10.34		0.44			(0.51	)		(0.07	)		(0.44	)		—
Year Ended 12/31/13		10.27		0.47			0.07			0.54			(0.47	)		—
Year Ended 12/31/12		9.86		0.56			0.41			0.97			(0.56	)		—
Year Ended 12/31/11		10.30		0.56			(0.43	)		0.13			(0.56	)		(0.01	)
Year Ended 12/31/10		10.04		0.52			0.29			0.81			(0.52	)		(0.03	)

See notes to Financial Highlights on pages 106-107.

104 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets4		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	(0.22)	$	9.83		2.34%	$	308,028		1.00%		1.10%		4.47%		4.37%		20%
	(0.42)		9.82		(1.09)%		335,081		0.99%		1.08%		4.02%		3.93%		39%
	(0.44)		10.34		5.10%		854,291		0.94%		1.06%		4.29%		4.17%		30%
	(0.54)		10.27		9.96%		771,638		0.79%		1.05%		5.27%		5.01%		52%
	(0.55)		9.85		1.02%		458,208		0.50%		1.07%		5.33%		4.76%		87%
	(0.55)		10.30		8.37%		373,238		0.07%		1.24%		5.22%		4.05%		64%
$	(0.18)	$	9.83		1.84%	$	524,926		1.80%		1.88%		3.67%		3.59%		20%
	(0.34)		9.83		(1.76)%		585,818		1.79%		1.85%		3.28%		3.22%		39%
	(0.36)		10.34		4.27%		800,072		1.73%		1.85%		3.48%		3.36%		30%
	(0.46)		10.27		8.98%		599,026		1.58%		1.84%		4.50%		4.24%		52%
	(0.49)		9.86		0.38%		407,389		1.20%		1.82%		4.72%		4.10%		87%
	(0.54)		10.31		8.25%		159,695		0.24%		2.02%		5.12%		3.34%		64%
$	(0.19)	$	9.83		1.96%	$	2,315		1.56%		1.58%		3.92%		3.90%		20%
	(0.36)		9.83		(1.50)%		2,340		1.55%		1.58%		3.52%		3.49%		39%
	(0.40)		10.34		4.72%		2,773		1.38%		1.50%		3.85%		3.73%		30%
	(0.49)		10.26		9.31%		4,285		1.26%		1.52%		4.82%		4.56%		52%
	(0.51)		9.85		0.52%		3,627		0.90%		1.57%		4.96%		4.29%		87%
	(0.55)		10.31		8.33%		2,918		0.08%		1.62%		5.13%		3.59%		64%
$	(0.23)	$	9.83		2.35%	$	793,174		0.78%		0.85%		4.69%		4.62%		20%
	(0.44)		9.83		(0.75)%		927,644		0.77%		0.82%		4.31%		4.26%		39%
	(0.47)		10.34		5.34%		1,186,456		0.72%		0.83%		4.47%		4.36%		30%
	(0.56)		10.27		10.08%		568,316		0.60%		0.86%		5.46%		5.20%		52%
	(0.57)		9.86		1.30%		283,393		0.31%		0.82%		5.54%		5.03%		87%
	(0.55)		10.30		8.28%		120,289		0.08%		1.00%		5.30%		4.38%		64%

See notes to Financial Highlights on pages 106-107.

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FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains
RS Strategic Income Fund
Class A
Six Months Ended 6/30/151	$	10.10	$	0.16	2	$	(0.08	)	$	0.08		$	(0.17	)	$	(0.01	)
Year Ended 12/31/14		10.33		0.31			(0.10	)		0.21			(0.33	)		(0.11	)
Year Ended 12/31/13		10.64		0.35			(0.28	)		0.07			(0.38	)		—	5
Year Ended 12/31/12		10.29		0.40			0.48			0.88			(0.40	)		(0.13	)
Year Ended 12/31/11		10.30		0.49			0.08			0.57			(0.52	)		(0.06	)
Year Ended 12/31/10		9.96		0.53			0.35			0.88			(0.53	)		(0.01	)
Class C
Six Months Ended 6/30/151	$	10.15	$	0.12	2	$	(0.09	)	$	0.03		$	(0.13	)	$	(0.01	)
Year Ended 12/31/14		10.38		0.24			(0.11	)		0.13			(0.25	)		(0.11	)
Year Ended 12/31/13		10.66		0.27			(0.28	)		(0.01	)		(0.27	)		—	5
Year Ended 12/31/12		10.31		0.30			0.49			0.79			(0.31	)		(0.13	)
Year Ended 12/31/11		10.30		0.41			0.09			0.50			(0.43	)		(0.06	)
Year Ended 12/31/10		9.96		0.53			0.34			0.87			(0.52	)		(0.01	)
Class K
Six Months Ended 6/30/151	$	10.16	$	0.14	2	$	(0.09	)	$	0.05		$	(0.15	)	$	(0.01	)
Year Ended 12/31/14		10.38		0.28			(0.10	)		0.18			(0.29	)		(0.11	)
Year Ended 12/31/13		10.67		0.30			(0.28	)		0.02			(0.31	)		—	5
Year Ended 12/31/12		10.32		0.34			0.49			0.83			(0.35	)		(0.13	)
Year Ended 12/31/11		10.30		0.45			0.08			0.53			(0.45	)		(0.06	)
Year Ended 12/31/10		9.96		0.53			0.35			0.88			(0.53	)		(0.01	)
Class Y
Six Months Ended 6/30/151	$	10.05	$	0.17	2	$	(0.09	)	$	0.08		$	(0.18	)	$	(0.01	)
Year Ended 12/31/14		10.27		0.36			(0.12	)		0.24			(0.35	)		(0.11	)
Year Ended 12/31/13		10.62		0.38			(0.29	)		0.09			(0.44	)		—	5
Year Ended 12/31/12		10.27		0.42			0.48			0.90			(0.42	)		(0.13	)
Year Ended 12/31/11		10.30		0.51			0.07			0.58			(0.55	)		(0.06	)
Year Ended 12/31/10		9.96		0.54			0.34			0.88			(0.53	)		(0.01	)

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

¹  Ratios for periods of less than one year have been annualized, except for total return and portfolio turnover rate.

²  Calculated based on the average shares outstanding during the period.

³  Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

106 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Total Distributions		Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income to Average Net Assets4		Gross Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
$	(0.18)	$	10.00		0.74%	$	41,691		0.95%		1.19%		3.24%		3.00%		9%
	(0.44)		10.10		2.03%		48,790		0.92%		1.14%		3.08%		2.86%		87%
	(0.38)		10.33		0.71%		53,615		0.81%		1.18%		3.40%		3.03%		133%
	(0.53)		10.64		8.67%		84,372		0.72%		1.16%		3.74%		3.30%		157%
	(0.58)		10.29		5.66%		66,131		0.50%		1.18%		4.73%		4.05%		79%
	(0.54)		10.30		8.93%		52,362		0.12%		1.41%		5.14%		3.85%		51%
$	(0.14)	$	10.04		0.25%	$	13,451		1.74%		2.00%		2.44%		2.18%		9%
	(0.36)		10.15		1.23%		12,974		1.70%		1.96%		2.29%		2.03%		87%
	(0.27)		10.38		(0.03)%		12,691		1.64%		1.99%		2.58%		2.23%		133%
	(0.44)		10.66		7.78%		13,106		1.54%		1.97%		2.91%		2.48%		157%
	(0.49)		10.31		4.94%		9,193		1.20%		2.01%		4.02%		3.21%		79%
	(0.53)		10.30		8.89%		4,873		0.12%		2.19%		5.14%		3.07%		51%
$	(0.16)	$	10.05		0.44%	$	3,614		1.34%		1.64%		2.84%		2.54%		9%
	(0.40)		10.16		1.72%		3,661		1.31%		1.57%		2.69%		2.43%		87%
	(0.31)		10.38		0.27%		3,806		1.25%		1.59%		2.97%		2.63%		133%
	(0.48)		10.67		8.17%		3,085		1.16%		1.60%		3.32%		2.88%		157%
	(0.51)		10.32		5.31%		2,595		0.83%		1.65%		4.41%		3.59%		79%
	(0.54)		10.30		8.93%		2,298		0.12%		1.78%		5.15%		3.49%		51%
$	(0.19)	$	9.94		0.73%	$	13,413		0.74%		0.96%		3.44%		3.22%		9%
	(0.46)		10.05		2.34%		18,035		0.71%		0.87%		3.28%		3.12%		87%
	(0.44)		10.27		0.88%		8,411		0.57%		0.91%		3.62%		3.28%		133%
	(0.55)		10.62		8.93%		9,143		0.50%		0.90%		3.91%		3.51%		157%
	(0.61)		10.27		5.82%		4,776		0.29%		0.93%		4.99%		4.35%		79%
	(0.54)		10.30		8.95%		6,972		0.10%		1.07%		5.14%		4.17%		51%

⁴  Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations, and exclude the effect of custody credits, if applicable.

⁵  Rounds to $0.00 per share.

⁶  Rounds to 0.00%.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Notes to Financial Statements

June 30, 2015 (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 seven series offered by the Trust: RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Fund, RS Tax-Exempt Fund, RS High Income Municipal Bond Fund, RS Floating Rate Fund and RS Strategic Income Fund (each a “Fund,” collectively the “Funds”). All of the Funds are diversified funds. The financial statements for the other remaining series of the Trust are presented in separate reports.

RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Fund, RS Floating Rate Fund and RS Strategic Income Fund offer Class A, C, K and Y shares. RS Tax-Exempt Fund and RS High Income Municipal Bond Fund offer Class A, C and Y shares. The various classes differ principally in their respective sales charges, transfer agent expenses, and other expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for certain differences, including class-specific expenses and voting rights with respect to matters affecting fewer than all classes or in which the interests of one class differ from the interests of any other class.

The Trust has an unlimited number of authorized shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”) less any applicable sales charge.

Note 1 Significant Accounting Policies

The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 The Funds are responsible for the valuation of portfolio securities. The valuations of debt securities for which quoted bid prices are readily available are valued at the bid price by independent pricing services (each, a “Service”). Debt securities for which quoted bid prices are not readily available are valued by a Service at the evaluated bid price provided by the Service or the bid price provided by an independent broker-dealer.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Other 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 ask prices. Securities traded on the NASDAQ Stock Market, LLC (“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 is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 5e). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods.

Securities for which market quotations are not readily available or for which market quotations may be considered unreliable or for which a Service or independent broker-dealer does not provide a valuation are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.

Securities whose values have been materially affected by events occurring before the Funds’ valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees.

In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Funds would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.

• Level 1 — unadjusted quoted prices in active markets for identical investments

• Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.)

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2015, the Funds had no securities classified as Level 3.

The Funds’ policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2015, there were no transfers between Level 1, Level 2 and Level 3.

In determining a security’s placement within the hierarchy, the Trust separates the Funds’ investment portfolios into two categories: investments and derivatives (e.g., futures).

Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, loans, state, municipal and provincial obligations, certain foreign equity securities and commercial paper and other short-term securities valued at amortized cost in accordance with Rule 2a-7 under the 1940 Act.

Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations.

Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.

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b. Taxes The Funds intend to continue complying with the requirements of the Internal Revenue Code to qualify as regulated investment companies and to distribute substantially 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 if the cost of making the required distribution exceeds the amount of the excise tax.

As of June 30, 2015, the Trust has reviewed the tax positions for open periods, as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Funds recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2015, the Funds did not incur any such interest or penalties. The Funds are not subject to examination by U.S. federal tax authorities for tax years before 2011 and by state authorities for tax years before 2010.

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 NYSE 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. Forward Foreign Currency Contracts The Funds may enter into forward foreign currency contracts. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a Fund’s counterparty to meet the terms of a contract and from unanticipated movements in the value of a currency relative to another currency. Fluctuations in the values of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by the Funds. When a forward contract is closed, a Fund will record a realized gain or loss equal to the increase or decrease in the value of such forward contract between the time it was opened and the time it was closed. Such amounts are recorded as net realized gains or losses on foreign currency related transactions.

f. Futures Contracts The Funds may enter into financial futures contracts. In entering into such contracts, the Funds are required to deposit with the counterparty, either in

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cash or securities, an amount equal to a certain percentage of the face value of the contract. Subsequent payments are received or made by the Funds, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Funds. Daily changes in variation margin are recognized as unrealized gains or losses by the Funds. The Funds may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

g. Credit Derivatives The Funds may enter into credit derivatives, including credit default swaps on individual obligations or credit indices. The Funds may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust a Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject a Fund to greater volatility than investments in more traditional securities, as described in the Statement of Additional Information.

The Funds may enter into credit default swap agreements either as a buyer or seller. The Funds may buy protection under a credit default swap to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Funds may sell protection under a credit default swap in an attempt to gain exposure to an underlying issuer’s credit quality characteristics without investing directly in that issuer.

For swaps entered with an individual counterparty, the Funds bear the risk of loss of the uncollateralized amount expected to be received under a credit default swap agreement in the event of the default or bankruptcy of the counterparty. Credit default swap agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Funds may also enter into cleared swaps.

In entering into swap contracts, the Funds are required to deposit with the broker (or for the benefit of the broker), either in cash or securities, an amount equal to a percentage of the notional value of the contract. Subsequent payments are received or made by the Funds each day, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Funds. Daily changes in variation margin are recognized as unrealized gains or losses by the Funds. The Funds may not achieve the anticipated benefits of the swap contracts and may realize a loss.

For the six months ended June 30, 2015, the following Funds entered into credit default swaps primarily for the strategies listed below:

Fund	Strategy
RS Investment Quality Bond Fund		Asset allocation and risk exposure management
RS Strategic Income Fund		Asset allocation and risk exposure management

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h. Options Transactions The Funds can write (sell) put and call options on securities and indexes to earn premiums, for hedging purposes, for risk management purposes or otherwise as part of their investment strategies. In writing options, the Funds are required to deposit with the broker or counterparty, either in cash or securities, an amount equal to a percentage of the face value of the options. When an option is written, the premium received is recorded as an asset with an equal liability that is subsequently marked to market to reflect the market value of the written option. These liabilities, if any, are reflected as written options, at value, in the Funds’ Statements of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchased transactions, as a realized loss. If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a written put option is exercised, the premium reduces the cost basis of the security. In writing an option, the Funds bear the market risk of an unfavorable change in the price of the security underlying the written option. Exercise of a written option could result in the Funds purchasing or selling a security at a price different from its current market value.

i. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/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 attributable to each class at the beginning of the day.

j. 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 generally apportioned among all the series in the Trust, based on relative net assets.

k. Distributions to Shareholders Distributions of net investment income are declared and accrued daily and each Fund intends to distribute substantially all net investment income, as determined on a federal tax basis if any, monthly. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Distributions to shareholders are recorded on the ex-dividend date.

l. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus 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.

Note 2 Transactions with Affiliates

a. Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, each Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”).

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Guardian Investor Services LLC (“GIS”), a subsidiary of The Guardian Life Insurance Company of America, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Funds, at the following annual rates:

Fund	Investment Advisory Fee Percentage
RS Investment Quality Bond Fund		0.50%
RS Low Duration Bond Fund		0.45%
RS High Yield Fund		0.60%
RS Tax-Exempt Fund		0.50%
RS High Income Municipal Bond Fund		0.50%
RS Floating Rate Fund		0.65%
RS Strategic Income Fund		0.60%

RS Investments has entered into a Sub-Advisory Agreement as of May 1, 2015 with Park Avenue Institutional Advisers LLC (“Park Avenue”), a wholly-owned subsidiary of GIS. Park Avenue is responsible for providing day-to-day investment advisory services to the Funds, subject to the oversight of the Board of Trustees of the Trust and RS Investments. Prior to May 1, 2015, GIS served as the sub-adviser to the Funds pursuant to a Sub-Advisory, Sub-Administration and Accounting Services Agreement. GIS and Park Avenue informed the Trust that there would be no changes in the investment strategies of the Funds or in the portfolio management personnel currently responsible for the day-to-day management of the Funds as a result of the change in sub-adviser. Sub-investment advisory fees paid by RS Investments to Park Avenue and previously to GIS do not represent a separate or additional expense to the Funds.

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2016, to limit the following Funds’ total annual fund operating expenses (excluding expenses indirectly incurred by the Funds through investments in pooled investment vehicles, interest, taxes, investment-related expenses (e.g., brokerage commissions), and extraordinary expenses) to the following rates:

Fund	Expense Limitation
	Class A		Class C		Class K		Class Y
RS Investment Quality Bond Fund		0.90%		1.77%		1.30%		0.66%
RS High Yield Fund		1.00%		1.70%		1.35%		0.76%
RS Tax-Exempt Fund		0.80%		1.60%		N/A		0.69%
RS High Income Municipal Bond Fund		0.80%		1.57%		N/A		0.57%
RS Floating Rate Fund		1.00%		1.80%		1.56%		0.78%
RS Strategic Income Fund		0.95%		1.74%		1.34%		0.74%

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

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

c. Distribution Fees RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, serves as the principal underwriter for shares of the Funds. The Funds have entered into an agreement with RSFD 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 Trust’s Board of Trustees. Under the plan, RSFD is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of each Fund. For the six months ended June 30, 2015, RSFD received distribution fees as follows:

Fund		Annual Rate		Distribution Fees
RS Investment Quality Bond Fund	Class A		0.25%		$82,721
	Class C		1.00%		72,536
	Class K		0.65%		25,005
	Class Y		0.00%		—
RS Low Duration Bond Fund	Class A		0.25%		$427,919
	Class C		1.00%		877,726
	Class K		0.65%		14,914
	Class Y		0.00%		—
RS High Yield Fund	Class A		0.25%		$40,587
	Class C		1.00%		133,845
	Class K		0.65%		68,067
	Class Y		0.00%		—
RS Tax-Exempt Fund	Class A		0.25%		$118,922
	Class C		1.00%		249,528
	Class Y		0.00%		—
RS High Income Municipal Bond Fund	Class A		0.25%		$63,850
	Class C		1.00%		175,271
	Class Y		0.00%		—
RS Floating Rate Fund	Class A		0.25%		$396,902
	Class C		1.00%		2,765,979
	Class K		0.65%		7,584
	Class Y		0.00%		—
RS Strategic Income Fund	Class A		0.25%		$55,712
	Class C		1.00%		67,286
	Class K		0.65%		11,834
	Class Y		0.00%		—

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RS Investments may perform certain services and incur certain expenses with respect to the promotion of the Funds’ shares and the servicing of shareholder accounts, which expenses are allocable to RSFD. RS Investments compensates RSFD for its services in connection with the promotion of Fund shares and reimburses RSFD for its expenses, including payments made by RSFD to third parties in respect of the promotion of Fund shares, in excess of amounts received by RSFD under the distribution plan. In addition to payments under the distribution plan, the Funds reimburse RSFD for payments RSFD makes to financial intermediaries that provide certain administrative, recordkeeping, and account maintenance services. The amount of the reimbursement is calculated in a manner reviewed by the Board of Trustees periodically. Such amounts are included in the Statement of Operations as “Transfer agent fees.”

Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of GIS and Park Avenue, distributes the Funds’ shares as a retail broker-dealer. For the six months ended June 30, 2015, PAS informed the Trust it received $947,626 directly or indirectly from RSFD as continuing compensation for its services relating to its distribution of shares of all series in the Trust.

For the six months ended June 30, 2015, aggregate front-end sales charges for the sale of Class A shares paid to RSFD were as follows:

Fund	Sales Charges
RS Investment Quality Bond Fund	$	4,030
RS Low Duration Bond Fund		2,671
RS High Yield Fund		953
RS Tax-Exempt Fund		1,413
RS High Income Municipal Bond Fund		1,314
RS Floating Rate Fund		10,610
RS Strategic Income Fund		1,556

RSFD is entitled to retain any contingent deferred sales load (“CDSL”) imposed on certain share redemptions. For the six months ended June 30, 2015, RSFD received CDSL charges as follows:

Fund	CDSL
RS Investment Quality Bond Fund	$	2,374
RS Low Duration Bond Fund		159,768
RS High Yield Fund		480
RS Tax-Exempt Fund		5,170
RS High Income Municipal Bond Fund		60
RS Floating Rate Fund		34,847
RS Strategic Income Fund		247

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Note 3 Federal Income Taxes

a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2014, which is the most recently completed tax year, was as follows:

Fund	Tax-Exempt		Ordinary Income		Long-Term Capital Gains
RS Investment Quality Bond Fund	$	—	$	4,082,468	$	918,835
RS Low Duration Bond Fund		—		19,684,266		—
RS High Yield Fund		—		5,796,669		4,732,702
RS Tax-Exempt Fund		7,451,997		4,439		—
RS High Income Municipal Bond Fund		4,564,350		13,647		—
RS Floating Rate Fund		—		100,634,483		—
RS Strategic Income Fund		—		2,789,182		669,636

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 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. 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.

As of December 31, 2014, the Funds made the following reclassifications of permanent book and tax basis differences:

Fund	Paid-in Capital			Undistributed Net Investment Income/(Loss)			Accumulated Net Realized Gain/(Loss)
RS High Yield Fund	$	(1,742,432	)	$	1		$	1,742,431
RS High Income Municipal Bond Fund		—			124,711			(124,711	)
RS Floating Rate Fund		(4,874	)		(43,251	)		48,125
RS Strategic Income Fund		—			(50,182	)		50,182

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

See the chart below for the tax basis of distributable earnings as of December 31, 2014.

Fund	Tax-Exempt		Undistributed Ordinary Income		Undistributed Long-Term Capital Gains
RS Investment Quality Bond Fund	$	—	$	577,436	$	72,533
RS Low Duration Bond Fund		—		263,616		—
RS Tax-Exempt Fund		18,778		—		—
RS High Income Municipal Bond Fund		165,956		—		—
RS Strategic Income Fund		—		50,539		—

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, 2014, the Funds utilized capital loss carryovers as follows:

Fund	Amount
RS High Yield Fund	$	1,998,611
RS Tax-Exempt Fund		3,370,054
RS High Income Municipal Bond Fund		570,235
RS Floating Rate Fund		6,906,570

See the chart below for capital loss carryovers available to the Funds at December 31, 2014.

Fund	No Expiration
RS Low Duration Bond Fund	$	18,658,257
RS Tax-Exempt Fund		2,766,331
RS High Income Municipal Bond Fund		7,597,579
RS Floating Rate Fund		15,795,339

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

In determining their taxable income, current tax law permits the Funds to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2014, the Funds elected to defer net capital and currency losses as follows:

Fund	Deferred Net Capital Losses
RS Low Duration Bond Fund	$	35,362
RS High Yield Fund		429,228
RS High Income Municipal Bond Fund		2,360
RS Floating Rate Fund		5,507,980
RS Strategic Income Fund		257,754

b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2015, 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 below:

Fund	Cost of Investments		Net Unrealized Appreciation/ (Depreciation) on Investments			Gross Unrealized Appreciation		Gross Unrealized Depreciation
RS Investment Quality Bond Fund	$	85,057,214	$	1,828,950		$	2,840,602	$	(1,011,652	)
RS Low Duration Bond Fund		882,210,191		(6,990,139	)		3,105,855		(10,095,994	)
RS High Yield Fund		90,510,768		(2,373,383	)		664,920		(3,038,303	)
RS Tax-Exempt Fund		173,681,753		14,545,323			15,038,865		(493,542	)
RS High Income Municipal Bond Fund		112,837,340		10,328,291			10,727,792		(399,501	)
RS Floating Rate Fund		1,682,574,046		(37,011,448	)		6,586,506		(43,597,954	)
RS Strategic Income Fund		69,192,124		(253,817	)		1,006,322		(1,260,139	)

Note 4 Capital Shares

a. Transactions The Funds have authorized an unlimited number of shares of beneficial interest with no par value. Transactions, including conversions and exchanges, in capital shares for the Funds were as follows:

Transactions in Capital Shares

RS Investment Quality Bond Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		510,197		$	5,218,779			1,632,585		$	16,731,550
Shares reinvested		135,423			1,373,092			275,096			2,808,497
Shares redeemed		(1,785,670	)		(18,176,260	)		(2,668,294	)		(27,199,655	)
Net decrease		(1,140,050	)	$	(11,584,389	)		(760,613	)	$	(7,659,608	)

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Transactions in Capital Shares (continued)

RS Investment Quality Bond Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class C
Shares sold		169,252		$	1,732,312			719,536		$	7,355,069
Shares reinvested		20,731			209,647			28,469			290,340
Shares redeemed		(384,207	)		(3,920,451	)		(439,043	)		(4,475,604	)
Net increase/(decrease)		(194,224	)	$	(1,978,492	)		308,962		$	3,169,805
Class K
Shares sold		57,805		$	589,676			205,082		$	2,104,245
Shares reinvested		14,947			151,572			25,854			264,277
Shares redeemed		(114,664	)		(1,164,136	)		(189,383	)		(1,936,774	)
Net increase/(decrease)		(41,912	)	$	(422,888	)		41,553		$	431,748
Class Y
Shares sold		193,904		$	1,976,263			731,802		$	7,496,591
Shares reinvested		14,673			148,775			136,340			1,393,393
Shares redeemed		(2,861,822	)		(29,253,243	)		(1,022,853	)		(10,465,761	)
Net decrease		(2,653,245	)	$	(27,128,205	)		(154,711	)	$	(1,575,777	)

RS Low Duration Bond Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		5,254,197		$	52,897,784			18,980,974		$	192,001,528
Shares reinvested		243,064			2,447,268			751,190			7,600,822
Shares redeemed		(9,809,314	)		(98,725,728	)		(39,832,016	)		(402,899,939	)
Net decrease		(4,312,053	)	$	(43,380,676	)		(20,099,852	)	$	(203,297,589	)
Class C
Shares sold		816,458		$	8,216,223			4,559,356		$	46,088,623
Shares reinvested		63,239			636,707			183,623			1,858,035
Shares redeemed		(3,586,490	)		(36,096,004	)		(12,087,469	)		(122,311,861	)
Net decrease		(2,706,793	)	$	(27,243,074	)		(7,344,490	)	$	(74,365,203	)
Class K
Shares sold		50,446		$	507,620			97,128		$	983,806
Shares reinvested		2,669			26,875			7,050			71,320
Shares redeemed		(106,399	)		(1,070,592	)		(187,552	)		(1,898,412	)
Net decrease		(53,284	)	$	(536,097	)		(83,374	)	$	(843,286	)
Class Y
Shares sold		7,981,080		$	80,398,367			27,274,481		$	276,047,782
Shares reinvested		256,515			2,583,026			628,890			6,360,211
Shares redeemed		(12,682,746	)		(127,670,081	)		(33,801,656	)		(341,842,013	)
Net decrease		(4,445,151	)	$	(44,688,688	)		(5,898,285	)	$	(59,434,020	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RS High Yield Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		723,874		$	4,725,808			2,860,189		$	20,991,474
Shares reinvested		97,439			643,343			368,311			2,562,110
Shares redeemed		(1,382,757	)		(9,141,596	)		(3,752,044	)		(27,413,739	)
Net decrease		(561,444	)	$	(3,772,445	)		(523,544	)	$	(3,860,155	)
Class C
Shares sold		134,834		$	885,755			1,835,027		$	13,355,456
Shares reinvested		40,651			268,776			181,769			1,254,865
Shares redeemed		(479,487	)		(3,158,202	)		(2,915,856	)		(20,982,781	)
Net decrease		(304,002	)	$	(2,003,671	)		(899,060	)	$	(6,372,460	)
Class K
Shares sold		59,927		$	397,027			145,603		$	1,066,862
Shares reinvested		19,188			127,047			78,612			548,112
Shares redeemed		(156,091	)		(1,030,140	)		(138,510	)		(1,023,520	)
Net increase/(decrease)		(76,976	)	$	(506,066	)		85,705		$	591,454
Class Y
Shares sold		399,727		$	2,630,736			2,342,573		$	17,134,731
Shares reinvested		39,819			261,422			119,474			810,697
Shares redeemed		(996,419	)		(6,521,788	)		(1,631,007	)		(11,774,724	)
Net increase/(decrease)		(556,873	)	$	(3,629,630	)		831,040		$	6,170,704

RS Tax-Exempt Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		423,109		$	4,580,782			1,784,501		$	18,864,088
Shares reinvested		130,364			1,408,056			339,258			3,622,620
Shares redeemed		(1,793,175	)		(19,384,894	)		(7,489,572	)		(79,806,483	)
Net decrease		(1,239,702	)	$	(13,396,056	)		(5,365,813	)	$	(57,319,775	)
Class C
Shares sold		121,870		$	1,319,921			330,927		$	3,540,522
Shares reinvested		43,047			464,714			93,765			1,001,437
Shares redeemed		(599,571	)		(6,489,815	)		(1,744,873	)		(18,571,527	)
Net decrease		(434,654	)	$	(4,705,180	)		(1,320,181	)	$	(14,029,568	)

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Transactions in Capital Shares (continued)

RS Tax-Exempt Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class Y
Shares sold		430,419		$	4,653,441			3,795,809		$	40,578,616
Shares reinvested		67,039			723,609			112,332			1,202,175
Shares redeemed		(2,266,626	)		(24,550,005	)		(3,084,611	)		(32,891,979	)
Net increase/(decrease)		(1,769,168	)	$	(19,172,955	)		823,530		$	8,888,812

RS High Income Municipal Bond Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		498,096		$	5,437,967			1,923,068		$	20,380,757
Shares reinvested		72,573			790,524			160,278			1,686,621
Shares redeemed		(604,223	)		(6,556,523	)		(2,900,936	)		(30,007,307	)
Net decrease		(33,554	)	$	(328,032	)		(817,590	)	$	(7,939,929	)
Class C
Shares sold		85,180		$	927,641			632,556		$	6,709,250
Shares reinvested		43,391			472,448			99,895			1,051,393
Shares redeemed		(295,061	)		(3,212,676	)		(1,018,019	)		(10,659,739	)
Net decrease		(166,490	)	$	(1,812,587	)		(285,568	)	$	(2,899,096	)
Class Y
Shares sold		1,389,063		$	15,131,774			2,203,035		$	23,084,631
Shares reinvested		55,624			605,407			106,033			1,117,881
Shares redeemed		(979,407	)		(10,651,400	)		(1,844,229	)		(19,340,066	)
Net increase		465,280		$	5,085,781			464,839		$	4,862,446

RS Floating Rate Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		3,813,178		$	37,865,998			18,990,455		$	196,139,359
Shares reinvested		589,983			5,852,687			2,245,034			23,073,432
Shares redeemed		(7,160,757	)		(70,947,503	)		(69,757,610	)		(717,501,855	)
Net decrease		(2,757,596	)	$	(27,228,818	)		(48,522,121	)	$	(498,289,064	)

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RS Floating Rate Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class C
Shares sold		2,481,378		$	24,649,605			9,032,860		$	93,038,013
Shares reinvested		787,740			7,818,790			1,752,068			17,950,819
Shares redeemed		(9,469,390	)		(93,912,990	)		(28,544,304	)		(291,661,750	)
Net decrease		(6,200,272	)	$	(61,444,595	)		(17,759,376	)	$	(180,672,918	)
Class K
Shares sold		26,562		$	263,738			97,944		$	1,006,267
Shares reinvested		4,380			43,460			8,695			89,043
Shares redeemed		(33,495	)		(332,902	)		(136,741	)		(1,404,356	)
Net decrease		(2,553	)	$	(25,704	)		(30,102	)	$	(309,046	)
Class Y
Shares sold		16,707,172		$	166,129,902			72,300,870		$	744,247,827
Shares reinvested		1,525,894			15,142,010			3,398,552			34,759,284
Shares redeemed		(31,924,086	)		(315,912,852	)		(96,052,401	)		(977,363,416	)
Net decrease		(13,691,020	)	$	(134,640,940	)		(20,352,979	)	$	(198,356,305	)

RS Strategic Income Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		96,090		$	972,836			771,210		$	8,007,705
Shares reinvested		24,078			243,687			79,486			821,892
Shares redeemed		(779,846	)		(7,925,757	)		(1,212,276	)		(12,564,949	)
Net decrease		(659,678	)	$	(6,709,234	)		(361,580	)	$	(3,735,352	)
Class C
Shares sold		153,411		$	1,560,272			911,591		$	9,514,797
Shares reinvested		14,445			146,806			37,863			392,171
Shares redeemed		(107,048	)		(1,089,226	)		(894,168	)		(9,370,740	)
Net increase		60,808		$	617,852			55,286		$	536,228
Class K
Shares sold		14,130		$	144,111			17,357		$	181,881
Shares reinvested		1,842			18,739			5,341			55,401
Shares redeemed		(16,875	)		(171,410	)		(28,869	)		(301,503	)
Net decrease		(903	)	$	(8,560	)		(6,171	)	$	(64,221	)
Class Y
Shares sold		231,039		$	2,325,224			1,492,440		$	15,472,903
Shares reinvested		21,249			213,898			48,076			490,624
Shares redeemed		(698,359	)		(7,033,556	)		(564,482	)		(5,823,677	)
Net increase/(decrease)		(446,071	)	$	(4,494,434	)		976,034		$	10,139,850

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

b. Shareholder Concentration As of June 30, 2015, the number of shareholders and/or omnibus shareholder accounts (which are comprised of a group of individual shareholders) who owned of record 5% or more of the net assets of a Fund is summarized in the following table:

Fund	Number of Shareholders		Percentage of Net Assets
RS Investment Quality Bond Fund		3		37.77%
RS Low Duration Bond Fund		7		77.01%
RS High Yield Fund		4		60.42%
RS Tax-Exempt Fund		6		74.80%
RS High Income Municipal Bond Fund		4		66.67%
RS Floating Rate Fund		4		69.46%
RS Strategic Income Fund		4		73.71%

Note 5 Investments

a. Investment Purchases and Sales The cost of investments and U.S. government agency obligations purchased and the proceeds from U.S. government agency obligations and other investments sold (excluding short-term investments) for the six months ended June 30, 2015, were as follows:

	Cost of Investments Purchased				Proceeds from Investments Sold
Fund	Other Investments		U.S. Government and Agency Obligations		Other Investments		U.S. Government and Agency Obligations
RS Investment Quality Bond Fund	$	3,986,436	$	33,232,621	$	27,837,115	$	27,638,442
RS Low Duration Bond Fund		117,253,264		60,121,577		212,357,224		38,974,781
RS High Yield Fund		92,648,039		—		100,876,843		—
RS Tax-Exempt Fund		32,123,610		—		67,500,452		—
RS High Income Municipal Bond Fund		43,060,605		1,005,000		34,044,290		—
RS Floating Rate Fund		328,682,714		—		579,920,295		—
RS Strategic Income Fund		1,105,038		5,138,477		11,040,693		5,427,949

b. Derivative Instruments The following is a summary of the fair valuation of Funds’ derivative instruments at June 30, 2015.

Fund	Derivative Instrument Type	Statement of Assets and Liabilities Location	Value
RS Investment Quality Bond Fund	Financial Futures Contracts	Net unrealized depreciation on futures contracts*	$	(82,751	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Fund	Derivative Instrument Type	Statement of Assets and Liabilities Location	Value
RS Low Duration Bond Fund	Financial Futures Contracts	Net unrealized appreciation on futures contracts*	$	514,809
	Financial Futures Contracts	Net unrealized depreciation on futures contracts*		(39,907	)
RS Strategic Income Fund	Forward Foreign Currency Contracts to Buy	Net unrealized depreciation for open forward currency contracts		(918	)
	Financial Futures Contracts	Net unrealized depreciation on futures contracts*		(4,575	)
	Swap Contracts	Net unrealized depreciation on swap contracts		(33,408	)
	Written Call Option Contracts	Written options, at value		(33,282	)

* The cumulative appreciation/(depreciation) of financial futures contracts is reported in the notes to the Schedule of Investments. Only the daily change in variation margin as of the reporting date is presented in the Statement of Assets and Liabilities. See Note 1f for additional information on futures contracts.

See Note 1e for additional information on forward foreign currency contracts.

The following is a summary of the effect of the Funds’ foreign currency and other hedging activities on the Statement of Operations for the six months ended June 30, 2015.

Fund	Derivative Instrument Type	Location of Gain/(Loss) on Derivatives Recognized in Income	Amount
RS Investment Quality Bond Fund	Financial Futures Contracts	Net realized gain from futures contracts	$	153,086
		Net change in unrealized appreciation/(depreciation) on futures contracts		(125,111	)
	Option Contracts	Net realized gain from written options		17,692
		Net change in unrealized appreciation/(depreciation) on written options		(14,426	)
RS Low Duration Bond Fund	Financial Futures Contracts	Net realized gain from futures contracts		760,435
		Net change in unrealized appreciation/(depreciation) on futures contracts		721,435

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Fund	Derivative Instrument Type	Location of Gain/(Loss) on Derivatives Recognized in Income	Amount
RS Strategic Income Fund	Forward Foreign Currency Contracts	Net realized loss from foreign currency transactions	$	(68,859	)
		Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies		62,923
	Financial Futures Contracts	Net realized loss from futures contracts		(630,661	)
		Net change in unrealized appreciation/(depreciation) on futures contracts		55,523
	Swap Contracts	Net realized gain from swap contracts		11,745
		Net change in unrealized appreciation/(depreciation) on swap contracts		(33,408	)
	Option Contracts	Net realized gain from written options		125,795
		Net change in unrealized appreciation/(depreciation) on written options		6,457

Transactions in written options for the six months ended June 30, 2015:

	RS Investment Quality Bond Fund						RS Strategic Income Fund
	Contracts			Premiums			Contracts			Premiums
Options outstanding, December 31, 2014		30		$	16,770			—		$	—
Written options		185			167,632			540			576,699
Options terminated in closing transactions		(155	)		(159,300	)		(510	)		(536,960	)
Options exercised		—			—			—			—
Options expired		(60	)		(25,102	)		—			—
Options outstanding, June 30, 2015		—		$	—			30		$	39,739

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

See the chart below for the average monthly value in forward foreign currency contracts, average daily face value in futures contracts, average daily notional value in swaps contracts and average daily face value in purchase and written option contacts during the six months ended June 30, 2015:

Fund	Forward Foreign Currency Contracts		Short Futures Contracts			Long Futures Contracts		Swaps Contracts		Written Option Contacts
RS Investment Quality Bond Fund	$	—	$	(577,348	)	$	8,175,691	$	—	$	34,199
RS Low Duration Bond Fund		—		(8,248,066	)		88,377,901		—		—
RS Strategic Income Fund		1,945,735		(40,759,669	)		634,807		2,098,232		63,425

RS Strategic Income Fund used forward foreign currency contracts to hedge currency risk associated with the Fund’s foreign currency-denominated investments and to manage foreign currency exposure. RS Strategic Income Fund and RS Investment Quality Bond Fund used exchange-traded futures and options on Treasury futures to manage interest rate exposure and for income. RS Low Duration Bond Fund used exchange-traded Treasury futures to manage interest rate exposure. RS Strategic Income Fund used swap contracts for asset allocation and to manage risk exposure.

The Funds have entered into ISDA Master Agreements (“ISDA Agreements”) with various counterparties, which govern many types of derivatives transactions (the “Transactions”). An ISDA Agreement is a single contract with a counterparty that typically permits multiple Transactions governed by that contract to be net settled upon the designation by the non-defaulting party of an early termination date (the “Early Termination Date”) under such contract upon the occurrence of certain events of default or termination events. Upon the designation of such Early Termination Date, all Transactions governed by the applicable agreement may typically be terminated and a net settlement amount may be calculated. In addition, the Fund may receive and post cash and securities collateral under the ISDA Agreements, subject to the terms of the related credit support agreement. Such credit support agreement grants the non-defaulting party designating the Early Termination Date the right to liquidate the collateral that has been posted to it and apply the proceeds to the calculation of the net settlement amount.

The following table presents RS Strategic Income Fund’s derivative liabilities by counterparty net of amounts available for offset and net of the related collateral pledged by the Fund as of June 30, 2015.

Counterparty	Gross Liabilities in SAL		Financial Instrument		Collateral Pledged		Net Amount (not less than 0)
Goldman Sachs & Co.	$	37,983	$	—	$	—	$	37,983

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

c. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign companies may be less liquid and their prices more volatile than those of comparable U.S. companies.

d. Industry or Sector Concentration In their normal course of business, some of the Funds may invest a significant portion of their assets in companies within a limited number of industries or sectors. As a result, these Funds may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.

e. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued 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 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 Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.

f. Loans Floating rate loans in which the Funds invest are primarily “senior” loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Funds’ floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See Note 5(l) regarding below investment grade securities.

The Funds may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender’s claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.

Transactions in loans often settle on a delayed basis, and the Funds may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.

g. Unfunded Loan Commitments The Funds may enter into certain credit agreements, all or a portion of which may be unfunded. A Fund may be obligated to fund these loan commitments at the borrowers’ discretion. Funded portions of credit agreements are presented in the Schedule of Investments. There were no unfunded commitments as of June 30, 2015.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Unfunded loan commitments and funded portions of credit agreements are marked to market daily and any unrealized appreciation or depreciation is included in the Statement of Assets and Liabilities and the Statement of Operations.

h. Municipal Obligations The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

i. Securities Purchased on a When-Issued or Delayed-Delivery Basis The Funds may purchase securities on a when-issued or delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than at the trade date purchase price. Although the Funds will generally enter into these transactions with the intention of taking delivery of the securities, they may sell the securities before the settlement date. Assets will be segregated when a Fund agrees to purchase on a when-issued or delayed delivery basis. These transactions may create investment leverage.

j. Payment-In-Kind Securities Certain Funds may invest in payment-in-kind securities. Payment-in-kind securities give the issuer the option at each interest payment date to pay all or a portion of their interest or dividends in the form of additional securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds.

k. Restricted and Illiquid Securities A restricted security cannot be resold to the general public without prior registration under the Securities Act of 1933 (except pursuant to an applicable exemption). The values of these securities may be highly volatile. If the security is subsequently registered and resold, the issuer would typically bear the expense of all registrations at no cost to a Fund. Restricted and illiquid securities are valued according to the guidelines and procedures adopted by the Trust’s Board of Trustees and are noted, if any, in the Funds’ Schedule of Investments.

l. Below Investment Grade Securities Certain Funds may invest in below investment grade securities (i.e. lower-quality, “junk” debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

m. Mortgage- and Asset-Backed Securities The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market’s perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as “Ginnie Mae”), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as “Fannie Mae” and “Freddie Mac”), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.

Note 6 Temporary Borrowings

The Funds, with other funds managed by RS Investments, are parties to a $400 million committed revolving credit facility from State Street Bank and Trust Company, in effect through August 18, 2015, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. $300 million of the line of credit is reserved for use by RS Floating Rate Fund with RS Floating Rate Fund paying the related commitment fees for that amount.

For the six months ended June 30, 2015, the Funds which borrowed under the facility were as follows:

Fund	Amount Outstanding at 6/30/15		Average Borrowing*		Days Borrowings Outstanding		Average Interest Rate*
RS Investment Quality Bond Fund	$	—	$	2,650,288		3		1.39%
RS High Yield Fund		—		49,007		1		1.38%
RS Tax-Exempt Fund		—		514,555		17		1.38%

* For the six months ended June 30, 2015, based on the number of days borrowings were outstanding.

Note 7 Review for Subsequent Events

Management has evaluated subsequent events through the issuance of the Funds’ financial statements and determined that no material events have occurred that require disclosure.

Note 8 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.

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SUPPLEMENTAL INFORMATION (UNAUDITED)

Supplemental Information (unaudited)

Approval of the Sub-Advisory Agreement for the RS Funds

The Boards of Trustees of RS Investment Trust and RS Variable Products Trust (each, a “Trust,” and together, the “Trusts”), including all of the Independent Trustees, met in person on March 4, 2015 to consider the approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) between RS Investment Management Co. LLC (“RS Investments”) and Park Avenue Institutional Advisers LLC (“Park Avenue”), proposed to replace the existing sub-advisory agreement between RS Investments and Guardian Investor Services LLC (“GIS”) with respect to a number of the funds (the “Funds”)¹ for a one-year period commencing on its date of execution. Before the meeting, the Independent Trustees met among themselves and with independent counsel to prepare for the meeting. In determining to approve the Sub-Advisory Agreement, the Trustees considered and reviewed all of the information provided to them in connection with this matter by RS Investments, GIS, and Park Avenue prior to and at their March 4, 2015 meeting. In all of their deliberations, the Independent Trustees were advised by independent counsel for the Independent Trustees.

The Trustees considered that all of GIS’s investment advisory activities would be moved to Park Avenue, a new, wholly owned subsidiary of GIS, the prior sub-adviser to the Funds. The Trustees took into consideration that such restructuring would not result in any change in the investment sub-advisory services provided to the Funds, in the personnel providing the services, in the persons overseeing them, or in the investment strategies, processes, or techniques employed by the portfolio managers and other investment professionals in managing the Funds.

The Trustees considered that the Sub-Advisory Agreement with Park Avenue is substantially identical to the Sub-Advisory, Sub-Administration and Accounting Services Agreement between RS Investments and GIS. The Trustees considered that there would be no change in sub-advisory fees paid by RS Investments to Park Avenue for the sub-advisory services to be provided to the Funds. The Trustees noted that the Sub-Advisory Agreement reflects removal of references to the sub-administration and accounting services that GIS had previously provided to the Funds and that were taken on by RS Investments in late 2007. On the basis of these factors and considerations, the Trustees determined that the services to be provided and the fee to be paid under the Sub-Advisory Agreement appeared reasonable and appropriate.

The Trustees considered the nature and extent of Park Avenue’s compliance program, the qualifications of the firm’s compliance and financial personnel, and the legal and compliance resources otherwise available to the firm. The Trustees noted that all of the compliance policies and procedures previously in place at GIS would be adopted by Park Avenue.

¹  The Funds are RS Investment Quality Bond Fund, RS Low Duration Bond Fund, RS High Yield Fund, RS Tax-Exempt Fund, RS High Income Municipal Bond Fund, RS Floating Rate Fund, RS Strategic Income Fund, RS Investment Quality Bond VIP Series, RS Low Duration Bond VIP Series, RS High Yield VIP Series, and RS S&P 500 Index VIP Series.

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SUPPLEMENTAL INFORMATION (UNAUDITED)

On the basis of these factors, the Boards of Trustees of the Trusts voted unanimously, including the unanimous vote of the Independent Trustees, to approve the Sub-Advisory Agreement, including the sub-advisory fees set forth in the Sub-Advisory Agreement, for a one-year period from its date of execution.

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 website 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 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-766-3863.

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 most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-766-3863; (ii) on RS Investments’ website at http://www.rsinvestments.com; and (iii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

The Statement of Additional Information includes information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-766-3863.

This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

132 www.rsinvestments.com

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WWW.RSINVESTMENTS.COM // 800.766.3863   EB 015098 (06/15)

RSINTERNATIONALFUNDS

Class A, C, K, and Y Shares

RS INTERNATIONAL FUND

RS GLOBAL FUND

RS EMERGING MARKETS FUND

RS EMERGING MARKETS SMALL CAP FUND

RS CHINA FUND

NOT FDIC INSURED

MAY LOSE VALUE

NO BANK GUARANTEE

TABLE OF CONTENTS

RS Investments Overview
CEO’s Letter	1
Understanding Your Fund’s Expenses	3

Financial Information
Schedules of Investments	6
Statements of Assets and Liabilities	34
Statements of Operations	36
Statements of Changes in Net Assets	38
Financial Highlights	42
Notes to Financial Statements	54
Supplemental Information	69

RS Investments

Alternatives | Fixed Income | Growth | International | Natural Resources | Value

Alternatives	Growth	RS Emerging Markets Small Cap Fund
RS Focused Opportunity Fund	RS Small Cap Growth Fund*	RS China Fund
RS Focused Growth Opportunity Fund	RS Select Growth Fund
	RS Mid Cap Growth Fund	Natural Resources
Fixed Income	RS Growth Fund	RS Global Natural Resources Fund
RS Investment Quality Bond Fund	RS Technology Fund
RS Low Duration Bond Fund	RS Small Cap Equity Fund*	Value
RS High Yield Fund		RS Partners Fund*
RS Tax-Exempt Fund	International	RS Value Fund
RS High Income Municipal Bond Fund	RS International Fund	RS Large Cap Alpha Fund
RS Floating Rate Fund	RS Global Fund	RS Investors Fund
RS Strategic Income Fund	RS Emerging Markets Fund

* The Fund is currently offered only to certain investors. Please contact RS Investments for more information.

Except as otherwise specifically stated, all information, including portfolio security positions, is as of June 30, 2015.

CEO’S LETTER

Matthew H. Scanlan CEO, RS Investments

Dear RS Funds Shareholder,

The active versus passive debate seems to be hotter than ever. Passive investing has gained popularity over the past few years, and on the surface, the reason may seem clear: In 2014, 78% of active managers lagged their relevant benchmarks. So it’s no surprise that actively managed domestic equity funds saw $13 billion in net withdrawals last year, while their passively managed counterparts (index funds and ETFs) received $244 billion in net subscriptions.

But as always, it would behoove investors to dig a little deeper. When you “buy the benchmark” with a passive approach, that investment seeks to replicate the performance of a particular index. Yet benchmarks do not always represent the optimal portfolio of assets within a given opportunity set. In fact, like any portfolio, a benchmark can perform well or poorly depending on design and market conditions.

Understanding benchmark construction provides a clearer picture of passive investing — and what to expect in terms of performance through different market environments. New research from RS Investments explores the active decisions that go into benchmark design and construction. We found that those decisions can lead to biases in benchmarks, so even passive strategies involve active decisions, with the decisions made by benchmark providers rather than by fund managers.

The question is, who do you want to trust to make those active decisions? Personally, I’d prefer that my chosen portfolio manager select my stocks.

While passive investing has gained popularity, we’ve noticed that the concept of high-conviction active investing is also attractive to investors, many of whom are exploring new approaches to capture alpha (a measure of performance on a risk-adjusted basis). In fact, one key takeaway from our research is that investors can blend the best of index and active exposures to create an optimal portfolio. That blend includes high-conviction active managers, in those cases where the investor has confidence that the manager has the ability to exceed expectations.

We always aim to exceed expectations, and we appreciate the confidence you’ve placed in us. In the pages that follow, you’ll find an update on the RS Funds. It includes important information about your investment with our firm.

Please visit www.rsinvestments.com for additional insights and the latest commentary from our investment teams.

Sincerely,

Matthew H. Scanlan

Chief Executive Officer

THIS PAGE NOT PART OF YOUR FUND REPORT www.rsinvestments.com 1

CEO’S LETTER

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

RS Funds are sold by prospectus only. 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 important information. Please read it carefully before investing or sending money. To obtain a copy, please call 800.766.3863 or visit www.rsinvestments.com.

RS Funds are distributed by RS Funds Distributor LLC, member: FINRA, SIPC.

©2015 RS Investment Management Co. LLC

2 www.rsinvestments.com THIS PAGE NOT PART OF YOUR FUND REPORT

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; 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 from January 1, 2015, to June 30, 2015, unless otherwise indicated. The following tables show 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 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 were, 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 were, 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.

www.rsinvestments.com 3

UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)

Based on Actual Return		Beginning Account Value 1/1/15		Ending Account Value 6/30/15		Expenses Paid During Period* 1/1/15-6/30/15		Expense Ratio During  Period 1/1/15-6/30/15
RS International Fund	Class A		$1,000.00		$1,068.90		$7.18		1.40%
	Class C		$1,000.00		$1,063.90		$12.13		2.37%
	Class K		$1,000.00		$1,065.80		$9.78		1.91%
	Class Y		$1,000.00		$1,070.10		$5.90		1.15%
RS Global Fund	Class A		$1,000.00		$1,070.90		$7.19		1.40%
	Class C		$1,000.00		$1,067.40		$11.12		2.17%
	Class K		$1,000.00		$1,069.60		$9.29		1.81%
	Class Y		$1,000.00		$1,072.50		$5.60		1.09%
RS Emerging Markets Fund	Class A		$1,000.00		$1,043.00		$8.36		1.65%
	Class C		$1,000.00		$1,038.00		$12.38		2.45%
	Class K		$1,000.00		$1,041.10		$9.82		1.94%
	Class Y		$1,000.00		$1,044.10		$6.69		1.32%
RS Emerging Markets Small Cap Fund	Class A		$1,000.00		$1,067.90		$10.56		2.06%
	Class C		$1,000.00		$1,066.50		$13.22		2.58%
	Class Y		$1,000.00		$1,071.70		$7.71		1.50%
RS China Fund	Class A		$1,000.00		$1,161.50		$9.38		1.75%
	Class C		$1,000.00		$1,158.40		$13.38		2.50%
	Class K		$1,000.00		$1,159.90		$11.46		2.14%
	Class Y		$1,000.00		$1,163.50		$7.62		1.42%
Based on Hypothetical Return (5% Return Before Expenses)
RS International Fund	Class A		$1,000.00		$1,017.85		$7.00		1.40%
	Class C		$1,000.00		$1,013.04		$11.83		2.37%
	Class K		$1,000.00		$1,015.32		$9.54		1.91%
	Class Y		$1,000.00		$1,019.09		$5.76		1.15%
RS Global Fund	Class A		$1,000.00		$1,017.85		$7.00		1.40%
	Class C		$1,000.00		$1,014.03		$10.84		2.17%
	Class K		$1,000.00		$1,015.82		$9.05		1.81%
	Class Y		$1,000.00		$1,019.39		$5.46		1.09%
RS Emerging Markets Fund	Class A		$1,000.00		$1,016.61		$8.25		1.65%
	Class C		$1,000.00		$1,012.65		$12.23		2.45%
	Class K		$1,000.00		$1,015.17		$9.69		1.94%
	Class Y		$1,000.00		$1,018.25		$6.61		1.32%
RS Emerging Markets Small Cap Fund	Class A		$1,000.00		$1,014.58		$10.29		2.06%
	Class C		$1,000.00		$1,012.00		$12.87		2.58%
	Class Y		$1,000.00		$1,017.36		$7.50		1.50%
RS China Fund	Class A		$1,000.00		$1,016.12		$8.75		1.75%
	Class C		$1,000.00		$1,012.40		$12.47		2.50%
	Class K		$1,000.00		$1,014.18		$10.69		2.14%
	Class Y		$1,000.00		$1,017.75		$7.10		1.42%

* 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).

4 www.rsinvestments.com

Financial Information

Six-Month Period Ended June 30, 2015

SCHEDULE OF INVESTMENTS — RS INTERNATIONAL FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 96.8%
Australia – 6.3%
Australia & New Zealand Banking Group Ltd.		9,555	$	237,128
BHP Billiton Ltd.		21,523		439,044
Commonwealth Bank of Australia		5,899		386,838
CSL Ltd.		5,729		381,932
Macquarie Group Ltd.		5,771		361,584
South32 Ltd.(1)		21,523		29,725
Woodside Petroleum Ltd.		6,214		163,967
				2,000,218
Belgium – 1.2%
KBC Groep N.V.		2,662		178,456
Melexis N.V.		3,371		195,924
				374,380
Denmark – 3.5%
Danske Bank A/S		12,523		368,138
Pandora A/S		3,066		328,995
Royal Unibrew A/S		11,610		396,818
				1,093,951
France – 8.7%
AXA S.A.		7,469		189,353
Bureau Veritas S.A.		19,638		452,694
Cap Gemini S.A.		4,312		382,546
Cie Generale des Etablissements Michelin		3,292		346,397
Natixis S.A.		22,933		165,515
Pernod Ricard S.A.		3,485		402,874
Rexel S.A.		23,286		375,757
TOTAL S.A.		8,616		422,623
				2,737,759
Germany – 7.0%
Allianz SE (Reg S)		918		143,163
Bayer AG (Reg S)		3,984		557,920
Deutsche Boerse AG		3,788		313,751
Drillisch AG		5,077		226,155
HeidelbergCement AG		4,456		353,168
HUGO BOSS AG		3,514		392,851
SAP SE		3,231		226,417
				2,213,425
Hong Kong – 3.6%
BOC Hong Kong Holdings Ltd.		92,500		386,181
Cheung Kong Property Holdings Ltd.(1)		16,000		132,309
CK Hutchison Holdings Ltd.		26,500		391,313

6 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INTERNATIONAL FUND

June 30, 2015 (unaudited)	Shares		Value
Hong Kong (continued)
Power Assets Holdings Ltd.		24,000	$	218,508
				1,128,311
Italy – 2.3%
Enel S.p.A.		114,411		518,544
Intesa Sanpaolo S.p.A.		58,780		213,459
				732,003
Japan – 21.1%
Alps Electric Co. Ltd.		8,400		259,052
Asahi Kasei Corp.		35,000		287,091
Central Japan Railway Co.		2,200		397,000
Chubu Electric Power Co., Inc.		21,300		317,458
DCM Holdings Co. Ltd.		36,900		361,317
Dowa Holdings Co. Ltd.		28,999		274,047
Fujitsu Ltd.		43,000		240,256
Hoya Corp.		10,200		408,507
Matsumotokiyoshi Holdings Co. Ltd.		9,000		415,205
Milbon Co. Ltd.		4,500		143,193
Mitsubishi Electric Corp.		39,000		503,595
Mitsubishi UFJ Financial Group, Inc.		72,700		523,037
Nippon Telegraph & Telephone Corp.		13,000		470,805
Obic Co. Ltd.		6,700		298,704
Rohto Pharmaceutical Co. Ltd.		11,880		195,966
Sumitomo Mitsui Financial Group, Inc.		3,705		164,944
The Musashino Bank Ltd.		3,200		126,262
Tokio Marine Holdings, Inc.		7,400		307,759
Toyota Motor Corp.		12,000		803,007
Zenkoku Hosho Co. Ltd.		4,200		149,492
				6,646,697
Netherlands – 1.8%
ING Groep N.V., CVA		18,559		308,179
Wolters Kluwer N.V.		9,095		270,701
				578,880
New Zealand – 0.8%
Fisher & Paykel Healthcare Corp. Ltd.		51,754		240,424
				240,424
People’s Republic of China – 1.5%
Hengan International Group Co. Ltd.		39,000		462,682
				462,682
Singapore – 0.6%
Singapore Exchange Ltd.		33,400		194,026
				194,026

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 7

SCHEDULE OF INVESTMENTS — RS INTERNATIONAL FUND

June 30, 2015 (unaudited)	Shares		Value
Spain – 2.6%
Banco Bilbao Vizcaya Argentaria S.A.		29,551	$	291,194
Ferrovial S.A.		16,545		359,463
Mediaset Espana Comunicacion S.A.		11,747		154,223
				804,880
Sweden – 3.0%
Intrum Justitia AB		18,890		572,047
Skandinaviska Enskilda Banken AB, Class A		29,411		376,206
				948,253
Switzerland – 11.4%
Actelion Ltd. (Reg S)(1)		2,808		411,236
Bossard Holding AG, Class A (Reg S)(1)		2,030		234,116
Novartis AG (Reg S)		9,107		895,769
Roche Holding AG		3,550		995,389
U-Blox AG(1)		1,918		387,756
UBS Group AG (Reg S)(1)		15,240		323,339
Zurich Insurance Group AG(1)		1,147		349,181
				3,596,786
United Kingdom – 21.4%
Barclays PLC		104,509		428,346
BP PLC		82,909		550,240
British American Tobacco PLC		14,156		762,194
BT Group PLC		47,872		338,998
Croda International PLC		7,746		334,930
Diageo PLC		15,920		461,040
Direct Line Insurance Group PLC		70,593		372,631
Experian PLC		27,446		499,198
GlaxoSmithKline PLC		3,118		64,829
HSBC Holdings PLC		40,697		364,418
National Grid PLC		29,326		377,450
Next PLC		5,606		656,137
Reed Elsevier PLC		26,886		436,916
Rio Tinto PLC		3,921		161,282
Royal Dutch Shell PLC, Class A		21,564		609,704
Smith & Nephew PLC		18,526		313,409
				6,731,722
Total Common Stocks (Cost $29,414,818)				30,484,397

8 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS INTERNATIONAL FUND

June 30, 2015 (unaudited)	Shares		Value
Exchange-Traded Funds – 0.2%
iShares MSCI EAFE ETF		1,195	$	75,870
Total Exchange-Traded Funds (Cost $79,587)				75,870
	Principal Amount		Value
Repurchase Agreements – 1.9%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $592,000, due 7/1/2015(2)	$	592,000		592,000
Total Repurchase Agreements (Cost $592,000)				592,000
Total Investments - 98.9% (Cost $30,086,405)				31,152,267
Other Assets, Net - 1.1%				339,377
Total Net Assets - 100.0%			$	31,491,644

⁽¹⁾  Non-income-producing security.

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.25%		11/15/2024	$	606,950

Legend:

CVA – Certificaten Van Aandelen (Certificate of Shares).

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 9

SCHEDULE OF INVESTMENTS — RS INTERNATIONAL FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2			Level 3		Total
Common Stocks:
Australia	$	29,725	$	1,970,493	*	$	—	$	2,000,218
Belgium		—		374,380	*		—		374,380
Denmark		—		1,093,951	*		—		1,093,951
France		—		2,737,759	*		—		2,737,759
Germany		—		2,213,425	*		—		2,213,425
Hong Kong		132,309		996,002	*		—		1,128,311
Italy		—		732,003	*		—		732,003
Japan		—		6,646,697	*		—		6,646,697
Netherlands		—		578,880	*		—		578,880
New Zealand		—		240,424	*		—		240,424
People’s Republic of China		—		462,682	*		—		462,682
Singapore		—		194,026	*		—		194,026
Spain		—		804,880	*		—		804,880
Sweden		—		948,253	*		—		948,253
Switzerland		—		3,596,786	*		—		3,596,786
United Kingdom		372,631		6,359,091	*		—		6,731,722
Exchange-Traded Funds		75,870		—			—		75,870
Repurchase Agreements		—		592,000			—		592,000
Total	$	610,535	$	30,541,732		$	—	$	31,152,267

* Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See 1a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1.

10 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS GLOBAL FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 96.5%
Australia – 3.1%
Australia & New Zealand Banking Group Ltd.		13,123	$	325,676
BHP Billiton Ltd.		12,697		259,004
CSL Ltd.		4,229		281,932
Macquarie Group Ltd.		5,244		328,565
South32 Ltd.(1)		12,697		17,535
Woodside Petroleum Ltd.		6,689		176,500
				1,389,212
Belgium – 0.6%
Melexis N.V.		4,350		252,824
				252,824
Canada – 3.1%
Canadian Tire Corp. Ltd., Class A		6,341		678,167
Magna International, Inc.		6,410		359,761
Whitecap Resources, Inc.		30,516		322,018
				1,359,946
Denmark – 1.5%
Danske Bank A/S		11,404		335,243
Pandora A/S		3,036		325,776
				661,019
Finland – 0.7%
Orion Oyj, Class B		8,522		298,511
				298,511
France – 4.2%
Bureau Veritas S.A.		17,504		403,502
Cap Gemini S.A.		3,079		273,158
Cie Generale des Etablissements Michelin		4,488		472,244
Natixis S.A.		27,976		201,912
Pernod Ricard S.A.		3,270		378,020
Rexel S.A.		8,220		132,643
				1,861,479
Germany – 2.2%
Deutsche Boerse AG		2,610		216,180
Drillisch AG		4,376		194,929
Hannover Rueck SE		2,100		203,252
HeidelbergCement AG		2,634		208,763
HUGO BOSS AG		1,263		141,198
				964,322

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 11

SCHEDULE OF INVESTMENTS — RS GLOBAL FUND

June 30, 2015 (unaudited)	Shares		Value
Hong Kong – 4.2%
BOC Hong Kong Holdings Ltd.		76,000	$	317,295
Cheung Kong Property Holdings Ltd.(1)		19,000		157,117
China Life Insurance Co. Ltd., H shares		42,000		181,480
CK Hutchison Holdings Ltd.		19,000		280,564
CNOOC Ltd.		211,957		301,203
Guangdong Investment Ltd.		166,000		231,863
Hengan International Group Co. Ltd.		32,000		379,636
				1,849,158
India – 0.2%
ICICI Bank Ltd.		17,008		82,536
				82,536
Italy – 0.6%
Enel S.p.A.		45,980		208,395
Intesa Sanpaolo S.p.A.		17,601		63,918
				272,313
Japan – 9.1%
Alps Electric Co. Ltd.		9,200		283,723
As One Corp.		6,579		226,554
Central Japan Railway Co.		1,600		288,727
DCM Holdings Co. Ltd.		41,500		406,359
Dowa Holdings Co. Ltd.		34,200		323,198
Hoya Corp.		5,800		232,288
Matsumotokiyoshi Holdings Co. Ltd.		6,900		318,323
Milbon Co. Ltd.		4,100		130,464
Obic Co. Ltd.		7,900		352,203
Resona Holdings, Inc.		49,996		272,685
Sumitomo Mitsui Financial Group, Inc.		3,499		155,773
The Musashino Bank Ltd.		5,700		224,905
Tokyo Gas Co. Ltd.		32,000		169,878
Toyota Motor Corp.		8,300		555,413
Zenkoku Hosho Co. Ltd.		3,200		113,899
				4,054,392
Mexico – 1.6%
Gruma S.A.B. de C.V., Class B		38,097		491,438
Promotora y Operadora de Infraestructura S.A.B. de C.V.(1)		20,900		223,660
				715,098
New Zealand – 0.7%
Fisher & Paykel Healthcare Corp. Ltd.		66,897		310,772
				310,772

12 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS GLOBAL FUND

June 30, 2015 (unaudited)	Shares		Value
Singapore – 1.2%
Avago Technologies Ltd.		1,891	$	251,370
DBS Group Holdings Ltd.		7,600		116,612
Singapore Exchange Ltd.		30,500		177,179
				545,161
Spain – 1.3%
Banco Bilbao Vizcaya Argentaria S.A.		17,580		173,232
Gas Natural SDG S.A.		7,014		159,269
Zeltia S.A.(1)		57,428		235,776
				568,277
Sweden – 1.3%
Nolato AB, Class B		11,420		260,783
Skandinaviska Enskilda Banken AB, Class A		25,584		327,253
				588,036
Switzerland – 6.0%
Actelion Ltd. (Reg S)(1)		1,888		276,500
Bossard Holding AG, Class A (Reg S)(1)		2,401		276,903
Novartis AG (Reg S)		4,980		489,835
Novartis AG, ADR		2,825		277,811
Roche Holding AG		2,566		719,484
U-Blox AG(1)		1,769		357,634
UBS Group AG (Reg S)(1)		12,698		269,407
				2,667,574
Taiwan – 1.0%
Cathay Financial Holding Co. Ltd.		255,862		446,722
				446,722
United Kingdom – 7.6%
Barclays PLC		96,650		396,134
British American Tobacco PLC		10,619		571,754
BT Group PLC		45,504		322,229
Croda International PLC		6,565		283,865
Direct Line Insurance Group PLC		77,156		407,271
GlaxoSmithKline PLC		6,054		125,874
HSBC Holdings PLC		19,770		177,029
Rio Tinto PLC		4,899		201,511
Severn Trent PLC		6,881		224,846
Sky PLC		14,877		242,311
Whitbread PLC		5,183		402,663
				3,355,487

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 13

SCHEDULE OF INVESTMENTS — RS GLOBAL FUND

June 30, 2015 (unaudited)	Shares		Value
United States – 46.3%
Aetna, Inc.		4,145	$	528,322
Ameriprise Financial, Inc.		2,841		354,926
Amgen, Inc.		3,790		581,841
Apple, Inc.		10,131		1,270,681
Celgene Corp.(1)		4,109		475,555
Cisco Systems, Inc.		23,844		654,756
Colgate-Palmolive Co.		13,900		909,199
DIRECTV(1)		8,227		763,383
Dollar Tree, Inc.(1)		7,281		575,126
Domino’s Pizza, Inc.		6,890		781,326
Eli Lilly & Co.		8,132		678,941
EOG Resources, Inc.		2,830		247,767
Facebook, Inc., Class A(1)		5,093		436,801
Fifth Third Bancorp		17,092		355,855
Gilead Sciences, Inc.		4,479		524,401
Google, Inc., Class C(1)		822		427,859
Hess Corp.		6,037		403,755
Johnson & Johnson		8,578		836,012
JPMorgan Chase & Co.		8,671		587,547
Marathon Petroleum Corp.		8,663		453,162
MasterCard, Inc., Class A		8,200		766,536
McDonald’s Corp.		6,649		632,120
Microsoft Corp.		19,770		872,845
Murphy Oil Corp.		5,905		245,471
Phillips 66		5,209		419,637
Prudential Financial, Inc.		4,360		381,587
Public Service Enterprise Group, Inc.		10,900		428,152
Quaker Chemical Corp.		3,322		295,126
Ross Stores, Inc.		12,288		597,320
Simon Property Group, Inc.		2,728		471,999
Texas Instruments, Inc.		10,600		546,006
The Progressive Corp.		20,994		584,263
The TJX Cos., Inc.		10,236		677,316
Walgreens Boots Alliance, Inc.		3,681		310,824
Wells Fargo & Co.		14,264		802,207
Westlake Chemical Corp.		6,570		450,636
Yahoo!, Inc.(1)		5,320		209,023
				20,538,283
Total Common Stocks (Cost $36,519,669)				42,781,122

14 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS GLOBAL FUND

June 30, 2015 (unaudited)	Shares		Value
Preferred Stocks – 0.1%
Brazil – 0.1%
Cia Energetica de Minas Gerais		11,955	$	45,604
				45,604
Total Preferred Stocks (Cost $77,123)				45,604
	Shares		Value
Exchange-Traded Funds – 0.7%
iShares MSCI ACWI ETF		5,396		320,792
Total Exchange-Traded Funds (Cost $321,337)				320,792
	Principal Amount		Value
Repurchase Agreements – 2.5%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $1,106,000, due 7/1/2015(2)	$	1,106,000		1,106,000
Total Repurchase Agreements (Cost $1,106,000)				1,106,000
Total Investments - 99.8% (Cost $38,024,129)				44,253,518
Other Assets, Net - 0.2%				105,627
Total Net Assets - 100.0%			$	44,359,145

⁽¹⁾  Non-income-producing security.

⁽²⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	1,133,138

Legend:

ADR — American Depositary Receipt.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 15

SCHEDULE OF INVESTMENTS — RS GLOBAL FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2			Level 3		Total
Common Stocks:
Australia	$	17,535	$	1,371,677	*	$	—	$	1,389,212
Belgium		—		252,824	*		—		252,824
Canada		1,359,946		—			—		1,359,946
Denmark		—		661,019	*		—		661,019
Finland		—		298,511	*		—		298,511
France		—		1,861,479	*		—		1,861,479
Germany		—		964,322	*		—		964,322
Hong Kong		157,117		1,692,041	*		—		1,849,158
India		—		82,536	*		—		82,536
Italy		—		272,313	*		—		272,313
Japan		—		4,054,392	*		—		4,054,392
Mexico		715,098		—			—		715,098
New Zealand		—		310,772	*		—		310,772
Singapore		251,370		293,791	*		—		545,161
Spain		—		568,277	*		—		568,277
Sweden		—		588,036	*		—		588,036
Switzerland		277,811		2,389,763	*		—		2,667,574
Taiwan		—		446,722	*		—		446,722
United Kingdom		407,271		2,948,216	*		—		3,355,487
United States		20,538,283		—			—		20,538,283
Preferred Stocks		45,604		—			—		45,604
Exchange-Traded Funds		320,792		—			—		320,792
Repurchase Agreements		—		1,106,000			—		1,106,000
Total	$	24,090,827	$	20,162,691		$	—	$	44,253,518

* Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See 1a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1.

16 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 95.4%
Argentina – 0.6%
YPF S.A., ADR		61,277	$	1,680,828
				1,680,828
Brazil – 3.4%
BB Seguridade Participacoes S.A.		164,300		1,802,010
Cia Paranaense de Energia, ADR		180,609		1,986,699
CVC Brasil Operadora e Agencia de Viagens S.A.		357,600		2,162,324
Fibria Celulose S.A.		135,900		1,854,195
Sao Martinho S.A.		132,908		1,603,052
				9,408,280
Chile – 0.5%
Banco Santander Chile, ADR		65,571		1,327,813
				1,327,813
Greece – 0.6%
Tsakos Energy Navigation Ltd.		154,644		1,473,757
				1,473,757
Hong Kong – 0.7%
Xinyi Solar Holdings Ltd.		4,808,000		1,979,564
				1,979,564
India – 6.3%
Bharat Petroleum Corp. Ltd.		160,622		2,213,397
Cadila Healthcare Ltd.		82,248		2,326,141
Dewan Housing Finance Corp. Ltd.		263,125		1,729,985
Exide Industries Ltd.		354,690		824,604
HCL Technologies Ltd.		152,889		2,209,064
Idea Cellular Ltd.		515,626		1,424,361
IRB Infrastructure Developers Ltd.		294,391		1,071,628
Tata Motors Ltd., ADR		63,431		2,186,467
Yes Bank Ltd.		246,774		3,270,093
				17,255,740
Indonesia – 1.2%
PT Bank Negara Indonesia (Persero) Tbk		3,696,700		1,465,602
PT Pakuwon Jati Tbk		36,493,300		1,173,522
PT Sri Rejeki Isman Tbk		32,915,400		748,049
				3,387,173
Mexico – 6.6%
America Movil S.A.B. de C.V., ADR, Series L		165,659		3,530,193
Banregio Grupo Financiero S.A.B. de C.V.		398,000		2,316,972
Gruma S.A.B. de C.V., Class B		168,655		2,175,588
Grupo Aeroportuario del Pacifico S.A.B. de C.V., ADR		22,086		1,512,670

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 17

SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS FUND

June 30, 2015 (unaudited)	Shares		Value
Mexico (continued)
Grupo Financiero Interacciones S.A. de C.V., Class O		224,600	$	1,368,249
Grupo Mexico S.A.B. de C.V., Series B		885,006		2,662,760
Grupo Televisa S.A.B., ADR		80,512		3,125,476
Kimberly-Clark de Mexico S.A.B. de C.V., Class A		671,500		1,452,157
				18,144,065
People’s Republic of China – 25.9%
Alibaba Group Holding Ltd., ADR(1)		15,872		1,305,789
Bank of China Ltd., H shares		11,518,000		7,489,796
China Communications Construction Co. Ltd., H shares		1,601,000		2,382,318
China Construction Bank Corp., H shares		8,680,857		7,929,475
China Galaxy Securities Co. Ltd., H shares		1,027,500		1,340,804
China Merchants Bank Co. Ltd., H shares		887,500		2,589,292
China Mobile Ltd.		510,840		6,545,515
China Petroleum & Chemical Corp., H shares		3,530,000		3,024,428
China Resources Gas Group Ltd.		578,000		1,707,882
China Resources Land Ltd.		1,118,000		3,618,238
Chinasoft International Ltd.(1)		2,672,000		1,456,318
Chongqing Changan Automobile Co. Ltd., Class B		887,674		2,266,904
CNOOC Ltd.		1,918,000		2,725,584
Hengan International Group Co. Ltd.		166,500		1,975,297
New China Life Insurance Co. Ltd., H shares		590,600		3,531,191
Nine Dragons Paper Holdings Ltd.		884,000		768,850
PAX Global Technology Ltd.(1)		1,031,000		1,476,816
Ping An Insurance (Group) Co. of China Ltd., H shares		378,500		5,093,419
Shenzhen International Holdings Ltd.		1,847,500		3,213,477
Sino Biopharmaceutical Ltd.		1,196,000		1,389,689
Tencent Holdings Ltd.		310,915		6,221,235
Vipshop Holdings Ltd., ADR(1)		76,938		1,711,871
ZTE Corp., H shares		420,720		1,066,112
				70,830,300
Peru – 0.5%
Credicorp Ltd.		10,499		1,458,521
				1,458,521
Philippines – 0.9%
Puregold Price Club, Inc.		1,747,900		1,433,563
Vista Land & Lifescapes, Inc.		6,902,900		971,983
				2,405,546
Qatar – 1.0%
Al Meera Consumer Goods Co.		38,821		2,684,104
				2,684,104

18 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS EMERGING MARKETS FUND

June 30, 2015 (unaudited)	Shares		Value
Russia – 4.0%
Gazprom OAO, ADR		334,567	$	1,763,168
Lukoil OAO, ADR		70,551		3,108,456
MMC Norilsk Nickel PJSC, ADR		95,809		1,614,311
Sberbank of Russia, ADR		520,123		2,716,810
X5 Retail Group N.V., GDR (Reg S)(1)		107,261		1,785,896
				10,988,641
South Africa – 6.7%
Capitec Bank Holdings Ltd.		73,205		2,915,614
Mondi Ltd.		95,323		2,089,476
Naspers Ltd., N shares		37,620		5,850,073
Sasol Ltd.		38,500		1,425,644
Standard Bank Group Ltd.		187,072		2,461,753
Steinhoff International Holdings Ltd.		394,713		2,498,029
Telkom S.A. SOC Ltd.(1)		196,904		1,037,626
				18,278,215
South Korea – 16.4%
BNK Financial Group, Inc.		194,177		2,468,721
CJ CheilJedang Corp.		5,639		2,227,592
CJ Corp.		9,577		2,537,272
GS Retail Co. Ltd.		66,108		2,765,779
Hana Tour Service, Inc.		25,407		2,899,539
Hanwha Life Insurance Co. Ltd.		192,732		1,370,356
Hyundai Development Co.		34,732		2,057,532
Hyundai Elevator Co. Ltd.(1)		20,382		1,379,643
KB Financial Group, Inc.		79,756		2,634,172
Korea Electric Power Corp.		73,825		3,017,604
LG Chem Ltd.		7,866		1,961,671
NCSoft Corp.		8,157		1,449,476
POSCO, ADR		24,503		1,202,852
Samkee Automotive Co. Ltd.		254,767		874,844
Samsung Electro-Mechanics Co. Ltd.		13,066		597,646
Samsung Electronics Co. Ltd.		9,055		10,273,669
Silicon Works Co. Ltd.		30,832		1,037,637
SK Hynix, Inc.		31,214		1,183,058
Soulbrain Co. Ltd.		26,427		1,155,797
Wonik IPS Co. Ltd.(1)		139,587		1,773,208
				44,868,068
Taiwan – 13.3%
CTBC Financial Holding Co. Ltd.		4,845,117		3,816,348
Fubon Financial Holding Co. Ltd.		1,309,000		2,601,489
Fulgent Sun International Holding Co. Ltd.		649,000		1,735,090

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 19

SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS FUND

June 30, 2015 (unaudited)	Shares		Value
Taiwan (continued)
Hota Industrial Manufacturing Co. Ltd.		877,000	$	2,818,134
Largan Precision Co. Ltd.		24,000		2,739,617
Lion Travel Service Co. Ltd.		163,000		884,882
Nan Ya Plastics Corp.		939,000		2,204,022
Powertech Technology, Inc.		680,000		1,471,407
Primax Electronics Ltd.		1,549,000		1,960,838
Taishin Financial Holding Co. Ltd.		5,557,000		2,315,208
Taiwan Mobile Co. Ltd.		643,000		2,147,028
Taiwan Paiho Ltd.		885,000		2,495,083
Taiwan Semiconductor Manufacturing Co. Ltd.		2,036,998		9,265,524
				36,454,670
Thailand – 3.3%
AP Thailand PCL (Reg F)(2)		7,286,300		1,550,564
Bangkok Dusit Medical Services PCL (Reg F)(2)		2,083,600		1,213,446
GFPT PCL (Reg F)(2)		2,623,200		929,594
Thai Oil PCL (Reg F)(2)		979,300		1,591,002
Thai Union Frozen Products PCL (Reg F)(2)		2,629,100		1,693,467
The Siam Cement PCL (Reg F)		130,100		1,991,290
				8,969,363
Turkey – 2.2%
Celebi Hava Servisi A.S.		141,021		1,798,393
Tat Gida Sanayi A.S.(1)		602,160		1,496,357
Turkiye Garanti Bankasi A.S.		893,359		2,786,255
				6,081,005
United Arab Emirates – 1.3%
Air Arabia PJSC		4,147,683		1,819,059
Dubai Islamic Bank PJSC		928,177		1,717,963
				3,537,022
Total Common Stocks (Cost $233,247,980)				261,212,675
	Shares		Value
Preferred Stocks – 3.0%
Brazil – 3.0%
Banco Bradesco S.A.		440,182		4,034,990
Comp. Lorenz S.A.(1)(2)(3)		4,700,000		—
Itau Unibanco Holding S.A.		362,756		3,992,638
				8,027,628
Total Preferred Stocks (Cost $10,289,603)				8,027,628

20 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS EMERGING MARKETS FUND

June 30, 2015 (unaudited)	Rights		Value
Rights – 0.0%
South Korea – 0.0%
Hyundai Elevator Co. Ltd.(1)		4,152	$	63,837
				63,837
Total Rights (Cost $0)				63,837
	Principal Amount		Value
Repurchase Agreements – 1.2%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $3,365,000, due 7/1/2015(4)	$	3,365,000		3,365,000
Total Repurchase Agreements (Cost $3,365,000)				3,365,000
Total Investments - 99.6% (Cost $246,902,583)				272,669,140
Other Assets, Net - 0.4%				1,201,310
Total Net Assets - 100.0%			$	273,870,450

⁽¹⁾  Non-income-producing security.

⁽²⁾  Fair valued security. See 1a in Notes to Financial Statements.

⁽³⁾  The table below presents securities deemed illiquid by the investment adviser.

Security	Shares		Cost		Value		Acquisition Date		% of Fund’s Net Assets
Comp. Lorenz S.A.		4,700,000	$	179,645	$	—		6/27/1997		0.00%

⁽⁴⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Note		2.25%		11/15/2024	$	3,432,750

Legend:

ADR – American Depositary Receipt.

GDR – Global Depositary Receipt.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 21

SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2			Level 3		Total
Common Stocks:
Argentina	$	1,680,828	$	—		$	—	$	1,680,828
Brazil		9,408,280		—			—		9,408,280
Chile		1,327,813		—			—		1,327,813
Greece		1,473,757		—			—		1,473,757
Hong Kong		—		1,979,564	*		—		1,979,564
India		6,721,672		10,534,068	*		—		17,255,740
Indonesia		748,049		2,639,124	*		—		3,387,173
Mexico		18,144,065		—			—		18,144,065
People’s Republic of China		3,017,660		67,812,640	*		—		70,830,300
Peru		1,458,521		—			—		1,458,521
Philippines		—		2,405,546	*		—		2,405,546
Qatar		—		2,684,104	*		—		2,684,104
Russia		3,801,146		7,187,495	*		—		10,988,641
South Africa		—		18,278,215	*		—		18,278,215
South Korea		1,202,852		43,665,216	*		—		44,868,068
Taiwan		—		36,454,670	*		—		36,454,670
Thailand		—		8,969,363	*		—		8,969,363
Turkey		1,496,357		4,584,648	*		—		6,081,005
United Arab Emirates		—		3,537,022	*		—		3,537,022
Preferred Stocks		8,027,628		—			—		8,027,628
Rights		63,837		—			—		63,837
Repurchase Agreements		—		3,365,000			—		3,365,000
Total	$	58,572,465	$	214,096,675		$	—	$	272,669,140

* Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See 1a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1.

22 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS EMERGING MARKETS FUND

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

	Investment in Securities (unaudited)
Balance as of 12/31/2014	$	2,052,772
Change in unrealized appreciation/depreciation		—
Net realized gain		—
Purchases		—
Sales		—
Transfers into/out of Level 3		(2,052,772	)
Balance as of 6/30/2015	$	—

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 23

SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS SMALL CAP FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 98.7%
Brazil – 1.0%
CVC Brasil Operadora e Agencia de Viagens S.A.		48,400	$	292,663
				292,663
Georgia – 0.5%
TBC Bank JSC, GDR (Reg S)		15,200		156,456
				156,456
Hong Kong – 4.9%
Beijing Urban Construction Design & Development Group Co. Ltd., H shares		169,000		144,752
Chanjet Information Technology Co. Ltd., H shares		26,800		93,266
Huadian Fuxin Energy Corp. Ltd., H shares		416,000		199,352
Lee’s Pharmaceutical Holdings Ltd.		100,500		166,991
Man Wah Holdings Ltd.		140,800		137,702
Nexteer Automotive Group Ltd.		328,000		341,110
Xinyi Solar Holdings Ltd.		750,000		308,792
				1,391,965
India – 5.9%
Cadila Healthcare Ltd.		15,095		426,917
CESC Ltd.		13,645		118,963
Container Corp. of India Ltd.		13,541		356,587
Dewan Housing Finance Corp. Ltd.		21,596		141,989
UPL Ltd.		20,095		168,544
Voltas Ltd.		42,244		208,470
Yes Bank Ltd.		20,592		272,872
				1,694,342
Indonesia – 2.0%
PT Bank Pembangunan Daerah Jawa Barat Dan Banten Tbk		3,062,700		188,120
PT Pakuwon Jati Tbk		5,694,600		183,123
PT Sri Rejeki Isman Tbk		8,179,700		185,895
				557,138
Malaysia – 2.2%
KPJ Healthcare Bhd		248,900		278,388
Top Glove Corp. Bhd		199,500		351,623
				630,011
Mexico – 5.5%
Banregio Grupo Financiero S.A.B. de C.V.		36,400		211,904
Controladora Vuela Cia de Aviacion S.A.B. de C.V., Class A(1)		304,912		363,547
Gruma S.A.B. de C.V., Class B		16,300		210,264
Grupo Aeroportuario del Pacifico S.A.B. de C.V., ADR		2,567		175,814

24 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS EMERGING MARKETS SMALL CAP FUND

June 30, 2015 (unaudited)	Shares		Value
Mexico (continued)
Grupo Financiero Interacciones S.A. de C.V., Class O		15,900	$	96,862
Megacable Holdings S.A.B. de C.V.		67,100		280,866
Promotora y Operadora de Infraestructura S.A.B. de C.V.(1)		21,500		230,081
				1,569,338
People’s Republic of China – 21.6%
Boer Power Holdings Ltd.		79,000		167,540
China BlueChemical Ltd., H shares		928,000		339,712
China Galaxy Securities Co. Ltd., H shares		72,500		94,607
China Lilang Ltd.		209,000		241,360
China Machinery Engineering Corp., H shares		174,000		187,356
China Resources Gas Group Ltd.		106,000		313,210
China Shipping Development Co. Ltd., H shares		184,000		139,084
China Taiping Insurance Holdings Co. Ltd.(1)		79,800		285,698
Chinasoft International Ltd.(1)		96,000		52,323
Chongqing Changan Automobile Co. Ltd., Class B		97,700		249,502
Greatview Aseptic Packaging Co. Ltd.		585,000		331,505
iKang Healthcare Group, Inc., ADR(1)		14,969		289,501
Jiangnan Group Ltd.		1,496,000		431,762
New China Life Insurance Co. Ltd., H shares		70,600		422,117
Nine Dragons Paper Holdings Ltd.		153,000		133,070
PAX Global Technology Ltd.(1)		115,000		164,727
Poly Property Group Co. Ltd.		377,000		181,030
Shenzhen International Holdings Ltd.		299,250		520,505
Shenzhou International Group Holdings Ltd.		72,000		349,246
Sino Biopharmaceutical Ltd.		316,000		367,175
Sino-Ocean Land Holdings Ltd.		545,500		413,460
Tianjin Development Holdings Ltd.		290,000		283,944
ZTE Corp., H shares		72,960		184,882
				6,143,316
Peru – 0.4%
Intercorp Financial Services, Inc.		3,405		100,447
				100,447
Philippines – 2.2%
Puregold Price Club, Inc.		150,400		123,352
Universal Robina Corp.		69,970		300,858
Vista Land & Lifescapes, Inc.		1,383,700		194,836
				619,046
Qatar – 1.1%
Al Meera Consumer Goods Co.		4,553		314,797
				314,797

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 25

SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS SMALL CAP FUND

June 30, 2015 (unaudited)	Shares		Value
Russia – 1.8%
Lenta Ltd., GDR (Reg S)(1)		25,884	$	193,054
Novolipetsk Steel OJSC, GDR (Reg S)		6,171		82,074
PhosAgro OAO, GDR (Reg S)		19,042		243,738
				518,866
South Africa – 4.6%
Capitec Bank Holdings Ltd.		6,326		251,952
Investec Ltd.		31,061		279,443
Mondi Ltd.		15,235		333,951
Omnia Holdings Ltd.		13,468		199,839
Super Group Ltd.(1)		92,899		241,064
				1,306,249
South Korea – 18.4%
BNK Financial Group, Inc.		30,961		393,631
Celltrion, Inc.(1)		4,037		282,342
CJ CheilJedang Corp.		1,163		459,424
CJ E&M Corp.(1)		2,620		183,831
GS Retail Co. Ltd.		9,094		380,468
Hana Tour Service, Inc.		2,679		305,737
Hansol Paper Co. Ltd.(1)		6,629		123,482
Hanssem Co. Ltd.		1,362		342,940
Hanwha Life Insurance Co. Ltd.		47,057		334,583
Hyundai Elevator Co. Ltd.(1)		3,256		220,396
KEPCO Plant Service & Engineering Co. Ltd.		4,786		506,296
Korea Petro Chemical Ind		627		108,234
Samkee Automotive Co. Ltd.		88,286		303,165
Silicon Works Co. Ltd.		12,844		432,259
Soulbrain Co. Ltd.		7,927		346,691
Wonik IPS Co. Ltd.(1)		40,172		510,315
				5,233,794
Taiwan – 19.9%
ASPEED Technology, Inc.		44,601		489,500
Chailease Holding Co. Ltd.		112,000		270,060
Cub Elecparts, Inc.		36,000		451,451
Ennoconn Corp.		19,000		226,703
Fulgent Sun International Holding Co. Ltd.		112,000		299,430
Grand Pacific Petrochemical		283,000		181,056
Hota Industrial Manufacturing Co. Ltd.		184,000		591,262
King Slide Works Co. Ltd.		22,000		293,426
King’s Town Bank Co. Ltd.		282,000		244,810
Largan Precision Co. Ltd.		3,000		342,452
Lion Travel Service Co. Ltd.		17,000		92,288

26 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS EMERGING MARKETS SMALL CAP FUND

June 30, 2015 (unaudited)	Shares		Value
Taiwan (continued)
Namchow Chemical Industrial Co. Ltd.		178,000	$	389,482
Powertech Technology, Inc.		68,000		147,141
Primax Electronics Ltd.		298,000		377,230
Silergy Corp.		28,000		288,406
Sinmag Equipment Corp.		37,320		206,686
Taiwan Paiho Ltd.		125,000		352,413
Tong-Tai Machine & Tool Co. Ltd.		203,000		166,392
YC INOX Co. Ltd.		339,000		254,902
				5,665,090
Thailand – 3.8%
AP Thailand PCL (Reg F)(2)		1,644,000		349,852
Chularat Hospital PCL (Reg F)(2)		3,293,000		185,979
Thai Union Frozen Products PCL (Reg F)(2)		846,400		545,187
				1,081,018
Turkey – 2.2%
Celebi Hava Servisi A.S.		21,785		277,817
Tat Gida Sanayi A.S.(1)		61,632		153,154
Turkiye Sinai Kalkinma Bankasi A.S.		306,357		193,976
				624,947
United Arab Emirates – 0.7%
Air Arabia PJSC		468,951		205,669
				205,669
Total Common Stocks (Cost $25,304,414)				28,105,152
	Rights		Value
Rights – 0.0%
South Korea – 0.0%
Hyundai Elevator Co. Ltd.(1)		438		6,734
				6,734
Total Rights (Cost $0)				6,734
Total Investments - 98.7% (Cost $25,304,414)				28,111,886
Other Assets, Net - 1.3%				356,666
Total Net Assets - 100.0%			$	28,468,552

⁽¹⁾  Non-income-producing security.

⁽²⁾  Fair valued security. See 1a in Notes to Financial Statements.

Legend:

ADR — American Depositary Receipt.

GDR — Global Depositary Receipt.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 27

SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS SMALL CAP FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2			Level 3		Total
Common Stocks:
Brazil	$	292,663	$	—		$	—	$	292,663
Georgia		—		156,456	*		—		156,456
Hong Kong		166,991		1,224,974	*		—		1,391,965
India		426,917		1,267,425	*		—		1,694,342
Indonesia		185,895		371,243	*		—		557,138
Malaysia		630,011		—			—		630,011
Mexico		1,569,338		—			—		1,569,338
People’s Republic of China		638,747		5,504,569	*		—		6,143,316
Peru		100,447		—			—		100,447
Philippines		—		619,046	*		—		619,046
Qatar		—		314,797	*		—		314,797
Russia		325,812		193,054	*		—		518,866
South Africa		199,839		1,106,410	*		—		1,306,249
South Korea		506,296		4,727,498	*		—		5,233,794
Taiwan		—		5,665,090	*		—		5,665,090
Thailand		—		1,081,018	*		—		1,081,018
Turkey		153,154		471,793	*		—		624,947
United Arab Emirates		—		205,669	*		—		205,669
Rights		6,734		—			—		6,734
Total	$	5,202,844	$	22,909,042		$	—	$	28,111,886

* Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See 1a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1.

28 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS EMERGING MARKETS SMALL CAP FUND

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

	Investment in Securities (unaudited)
Balance as of 12/31/2014	$	586,083
Change in unrealized appreciation/depreciation		—
Net realized gain		—
Purchases		—
Sales		—
Transfers into/out of Level 3		(586,083	)
Balance as of 6/30/2015	$	—

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 29

SCHEDULE OF INVESTMENTS — RS CHINA FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 99.0%
Hong Kong – 4.7%
Beijing Urban Construction Design & Development Group Co. Ltd., H shares		401,000	$	343,464
Chanjet Information Technology Co. Ltd., H shares		33,200		115,539
Huadian Fuxin Energy Corp. Ltd., H shares		350,000		167,723
Nexteer Automotive Group Ltd.		373,000		387,909
Xinyi Solar Holdings Ltd.		988,000		406,782
				1,421,417
People’s Republic of China – 91.9%
Alibaba Group Holding Ltd., ADR(1)		2,268		186,588
Bank of China Ltd., H shares		2,330,000		1,515,126
China CITIC Bank Corp. Ltd., H shares(1)		1,022,000		813,719
China Communications Construction Co. Ltd., H shares		273,000		406,229
China Construction Bank Corp., H shares		2,744,000		2,506,490
China Galaxy Securities Co. Ltd., H shares		214,000		279,253
China Life Insurance Co. Ltd., H shares		143,000		617,896
China Merchants Bank Co. Ltd., H shares		382,500		1,115,948
China Mobile Ltd.		147,000		1,883,546
China Overseas Land & Investment Ltd.		226,000		798,455
China Pacific Insurance (Group) Co. Ltd., H shares		50,400		242,099
China Petroleum & Chemical Corp., H shares		969,200		830,390
China Resources Land Ltd.		220,000		711,997
China Shipping Development Co. Ltd., H shares		252,000		190,485
China Southern Airlines Co. Ltd., H shares		240,000		281,141
China Taiping Insurance Holdings Co. Ltd.(1)		152,838		547,186
China Telecom Corp. Ltd., H shares		384,000		224,909
China Traditional Chinese Medicine Co. Ltd.(1)		358,000		292,232
China Unicom Hong Kong Ltd.		264,000		412,057
Chinasoft International Ltd.(1)		480,000		261,614
Chongqing Changan Automobile Co. Ltd., Class B		167,800		428,521
CNOOC Ltd.		720,000		1,023,160
ENN Energy Holdings Ltd.		50,000		300,667
Greatview Aseptic Packaging Co. Ltd.		411,000		232,903
Haitong Securities Co. Ltd., H shares		117,200		309,872
Hengan International Group Co. Ltd.		34,000		403,364
Industrial & Commercial Bank of China Ltd., H shares		1,135,000		899,190
Jiangnan Group Ltd.		1,040,000		300,155
Kweichow Moutai Co. Ltd., Class A(1)		5,407		224,834
New China Life Insurance Co. Ltd., H shares		108,800		650,514
Nine Dragons Paper Holdings Ltd.		287,000		249,615
PAX Global Technology Ltd.(1)		274,000		392,481
PetroChina Co. Ltd., H shares		296,000		328,892

30 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS CHINA FUND

June 30, 2015 (unaudited)	Shares		Value
People’s Republic of China (continued)
Ping An Insurance (Group) Co. of China Ltd., H shares		117,500	$	1,581,180
Scud Group Ltd.(2)(3)		1,650,000		217,975
Shanghai Pharmaceuticals Holding Co. Ltd., H shares		105,800		294,398
Shenzhen International Holdings Ltd.		243,500		423,535
Shenzhou International Group Holdings Ltd.		70,000		339,545
Sino Biopharmaceutical Ltd.		492,000		571,678
Sino-Ocean Land Holdings Ltd.		357,000		270,587
Tencent Holdings Ltd.		140,255		2,806,424
Tianjin Development Holdings Ltd.		352,000		344,650
Vipshop Holdings Ltd., ADR(1)		17,317		385,303
Xinjiang Goldwind Science & Technology Co. Ltd., H shares		93,600		189,102
Zhuzhou CSR Times Electric Co. Ltd., H shares		52,500		394,466
ZTE Corp., H shares		93,920		237,995
				27,918,366
Taiwan – 2.4%
Hota Industrial Manufacturing Co. Ltd.		124,000		398,459
Taiwan Paiho Ltd.		120,000		338,316
				736,775
Total Common Stocks (Cost $23,467,075)				30,076,558
	Principal Amount		Value
Repurchase Agreements – 4.1%
Fixed Income Clearing Corp. Repurchase Agreement, 0.00%, dated 6/30/2015, maturity value of $1,239,000, due 7/1/2015(4)	$	1,239,000		1,239,000
Total Repurchase Agreements (Cost $1,239,000)				1,239,000
Total Investments - 103.1% (Cost $24,706,075)				31,315,558
Other Liabilities, Net - (3.1)%				(927,142	)
Total Net Assets - 100.0%			$	30,388,416

⁽¹⁾  Non-income-producing security.

⁽²⁾  Fair valued security. See 1a in Notes to Financial Statements.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 31

SCHEDULE OF INVESTMENTS — RS CHINA FUND

⁽³⁾  The table below presents securities deemed illiquid by the investment adviser.

Security	Shares		Cost		Value		Acquisition Date		% of Fund’s Net Assets
Scud Group Ltd.		1,650,000	$	240,404	$	217,975		7/3/2014- 10/23/2014		0.72%

⁽⁴⁾  The table below presents collateral for repurchase agreements.

Security	Coupon		Maturity Date		Value
U.S. Treasury Bond		3.75%		11/15/2043	$	1,268,438

Legend:

ADR — American Depositary Receipt.

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1		Level 2			Level 3		Total
Common Stocks:
Hong Kong	$	—	$	1,421,417	*	$	—	$	1,421,417
People’s Republic of China
Scud Group Ltd.		—		—			217,975		217,975
Other		1,136,270		26,564,121	*		—		27,700,391
Taiwan		—		736,775	*		—		736,775
Repurchase Agreements		—		1,239,000			—		1,239,000
Total	$	1,136,270	$	29,961,313		$	217,975	$	31,315,558

* Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See 1a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1.

32 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS CHINA FUND

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

	Investment in Securities (unaudited)
Balance as of 12/31/2014	$	326,028
Change in unrealized appreciation/depreciation		—
Net realized gain		—
Purchases		—
Sales		—
Transfers into/out of Level 3(1)		(108,053	)
Balance as of 6/30/2015	$	217,975

⁽¹⁾  Transferred $217,975 from Level 2 to Level 3 because of lack of observable market data due to halt on trading in the relevant market. Transferred $326,028 from Level 3 to Level 2 due to trading resuming in the relevant market.

The following table summarizes the valuation techniques used and unobservable inputs developed by the Valuation Committee to determine the fair value of Level 3 investments:

Security	Fair Value at 6/30/2015		Valuation Technique	Unobservable Input	Range of Unobservable Inputs
Scud Group Ltd.	$	217,975	Exchange Close Price Adjusted to Fair Value	Closing price from 3/25/2015(2)	$	0.13 per share

⁽²⁾  Last available exchange close price. The company requested trading in their stock be halted on 3/26/2015 pending an announcement of a significant event.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 33

FINANCIAL INFORMATION

Statements of Assets and Liabilities As of June 30, 2015 (unaudited)	RS International
Assets
Investments, at value	$	31,152,267
Cash		—
Foreign currency, at value		24
Receivable for investments sold		518,259
Foreign tax reclaims receivable		341,255
Dividends receivable		114,271
Receivable for fund shares subscribed		11,797
Prepaid expenses		33,571
Total Assets		32,171,444
Liabilities
Payable for investments purchased		423,085
Payable for fund shares redeemed		196,617
Payable to adviser		6,829
Payable to distributor		1,429
Accrued trustees’ fees		512
Payable to custodian		366
Accrued foreign capital gains tax		—
Accrued expenses/other liabilities		50,962
Total Liabilities		679,800
Total Net Assets	$	31,491,644
Net Assets Consist of:
Paid-in capital	$	30,901,153
Accumulated net investment income/(loss)		411,802
Accumulated net realized gain/(loss) from investments, foreign currency transactions and foreign capital gains tax		(876,969	)
Net unrealized appreciation on investments, foreign capital gains tax and translation of assets and liabilities in foreign currencies		1,055,658
Total Net Assets	$	31,491,644
Investments, at Cost	$	30,086,405
Foreign Currency, at Cost	$	25
Pricing of Shares
Net Assets:
Class A	$	21,685,992
Class C		2,502,907
Class K		3,374,917
Class Y		3,927,828
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		2,056,139
Class C		319,746
Class K		341,432
Class Y		378,312
Net Asset Value Per Share:
Class A	$	10.55
Class C		7.83
Class K		9.88
Class Y		10.38
Sales Charge Class A (Load)		4.75	%
Maximum Offering Price Per Class A Share	$	11.08

34 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Global			RS Emerging Markets			RS Emerging Markets Small Cap			RS China
$	44,253,518		$	272,669,140		$	28,111,886		$	31,315,558
	—			—			309,947			576
	6,056			735,785			53,340			75,458
	1,277,687			—			—			2,476,790
	39,248			—			174			—
	102,156			1,676,833			44,957			435,054
	194			352,038			3,100			4,005
	37,466			43,567			24,500			37,250
	45,716,325			275,477,363			28,547,904			34,344,691
	176,444			20			5			430
	584			908,579			—			3,869,776
	21,827			233,317			20,571			28,140
	1,991			8,904			592			1,695
	647			4,384			423			373
	1,105,420			19,334			—			—
	—			193,727			23,426			—
	50,267			238,648			34,335			55,861
	1,357,180			1,606,913			79,352			3,956,275
$	44,359,145		$	273,870,450		$	28,468,552		$	30,388,416
$	36,951,452		$	246,115,039		$	25,984,562		$	23,734,783
	276,433			(285,083	)		(45,246	)		233,476
	904,799			2,466,332			(254,858	)		(188,978	)
	6,226,461			25,574,162			2,784,094			6,609,135
$	44,359,145		$	273,870,450		$	28,468,552		$	30,388,416
$	38,024,129		$	246,902,583		$	25,304,414		$	24,706,075
$	6,060		$	735,946		$	53,340		$	75,533
$	13,183,616		$	112,486,518		$	6,074,150		$	12,978,184
	7,352,328			20,816,633			2,771,553			5,332,429
	5,627,726			23,904,946			—			5,140,915
	18,195,475			116,662,353			19,622,849			6,936,888
	1,064,787			6,263,891			551,488			1,024,926
	602,764			1,493,036			254,118			423,946
	457,700			1,407,489			—			407,421
	1,463,889			6,486,793			1,774,534			547,539
$	12.38		$	17.96		$	11.01		$	12.66
	12.20			13.94			10.91			12.58
	12.30			16.98			—			12.62
	12.43			17.98			11.06			12.67
	4.75	%		4.75	%		4.75	%		4.75	%
$	13.00		$	18.86		$	11.56		$	13.29

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 35

FINANCIAL INFORMATION

Statements of Operations For the Six-Month Period Ended June 30, 2015 (unaudited)	RS International
Investment Income
Dividends	$	729,576
Withholding taxes on foreign dividends		(57,570	)
Total Investment Income		672,006
Expenses
Investment advisory fees		129,063
Distribution fees		51,097
Custodian fees		41,385
Transfer agent fees		35,358
Registration fees		30,170
Professional fees		20,232
Shareholder reports		3,945
Administrative service fees		2,371
Trustees’ fees		1,037
Insurance expense		510
Other expenses		5,922
Total Expenses		321,090
Less: Fee waiver by adviser		(79,793	)
Total Expenses, Net		241,297
Net Investment Income		430,709
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments, Foreign Currency Transactions and Foreign Capital Gains Tax
Net realized gain from investments		231,798
Net realized loss from foreign currency transactions		(29,425	)
Foreign capital gains taxes paid		—
Net change in unrealized appreciation/depreciation on investments		1,504,324
Net change in unrealized appreciation/depreciation on translation of assets and liabilities in foreign currencies		13,159
Net change in accrued foreign capital gains tax		—
Net Gain on Investments, Foreign Currency Transactions and Foreign Capital Gains Tax		1,719,856
Net Increase in Net Assets Resulting from Operations	$	2,150,565

36 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Global			RS Emerging Markets			RS Emerging Markets Small Cap			RS China
$	623,522		$	3,554,476		$	276,500		$	578,831
	(33,081	)		(363,721	)		(21,814	)		(47,232	)
	590,441			3,190,755			254,686			531,599
	167,074			1,418,819			174,367			173,681
	68,350			332,480			21,083			58,203
	33,620			119,014			38,613			30,622
	14,123			241,921			18,967			19,146
	29,775			33,095			30,785			29,774
	20,198			45,573			13,060			18,848
	3,569			35,464			2,049			2,993
	2,641			12,303			1,804			2,162
	1,282			8,954			868			863
	437			5,215			229			326
	6,371			12,980			1,030			1,274
	347,440			2,265,818			302,855			337,892
	(43,133	)		(1,252	)		(61,957	)		(46,514	)
	304,307			2,264,566			240,898			291,378
	286,134			926,189			13,788			240,221
	1,164,059			3,300,891			116,814			1,321,086
	(20,069	)		(356,589	)		(25,666	)		(8,452	)
	(3,098	)		(301,315	)		(55,329	)		—
	1,366,299			7,592,477			1,777,998			2,663,336
	101			2,782			1,120			2,866
	5,467			346,233			73,323			—
	2,512,759			10,584,479			1,888,260			3,978,836
$	2,798,893		$	11,510,668		$	1,902,048		$	4,219,057

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 37

FINANCIAL INFORMATION

Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited	RS International
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment income	$	430,709		$	658,616
Net realized gain/(loss) from investments, foreign currency transactions and foreign capital gains tax		202,373			2,347,350
Net change in unrealized appreciation/depreciation on investments, foreign capital gains tax and translation of assets and liabilities in foreign currencies		1,517,483			(5,305,615	)
Net Increase/(Decrease) in Net Assets Resulting from Operations		2,150,565			(2,299,649	)
Distributions to Shareholders
Net investment income
Class A		—			(384,066	)
Class C		—			(30,707	)
Class K		—			(47,682	)
Class Y		—			(91,867	)
Net realized gain on investments
Class A		—			(4,412,552	)
Class C		—			(551,945	)
Class K		—			(700,813	)
Class Y		—			(864,985	)
Return of capital
Class A		—			—
Class C		—			—
Class K		—			—
Class Y		—			—
Total Distributions		—			(7,084,617	)
Capital Share Transactions
Proceeds from sales of shares		3,123,748			5,904,297
Reinvestment of distributions		—			6,948,838
Cost of shares redeemed		(6,212,599	)		(16,622,999	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(3,088,851	)		(3,769,864	)
Net Increase/(Decrease) in Net Assets		(938,286	)		(13,154,130	)
Net Assets
Beginning of period		32,429,930			45,584,060
End of period	$	31,491,644		$	32,429,930
Distributions in Excess of Net Investment Income Included in Net Assets	$	—		$	(18,907	)
Accumulated Undistributed Net Investment Income/(Loss) Included in Net Assets	$	411,802		$	—
Other Information:
Shares
Sold		309,829			490,975
Reinvested		—			724,169
Redeemed		(614,610	)		(1,324,255	)
Net Increase/(Decrease)		(304,781	)		(109,111	)

¹  Commenced operations on February 1, 2014.

38 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

RS Global						RS Emerging Markets						RS Emerging Markets Small Cap
For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Year Ended 12/31/14			For the Six Months Ended 6/30/15			For the Period Ended 12/31/141
$	286,134		$	307,847		$	926,189		$	2,870,701		$	13,788		$	141,628
	1,140,892			1,569,147			2,642,987			21,740,572			35,819			(470,053	)
	1,371,867			(144,670	)		7,941,492			(33,713,890	)		1,852,441			931,653
	2,798,893			1,732,324			11,510,668			(9,102,617	)		1,902,048			603,228
	—			(91,456	)		—			(1,125,631	)		—			(48	)
	—			—			—			(114,142	)		—			—
	—			(12,097	)		—			(219,191	)		—			—
	—			(163,358	)		—			(1,841,904	)		—			(30,921	)
	—			(623,015	)		—			(8,504,697	)		—			—
	—			(317,576	)		—			(1,888,848	)		—			—
	—			(255,963	)		—			(1,738,949	)		—			—
	—			(811,850	)		—			(8,442,564	)		—			—
	—			—			—			—			—			(18	)
	—			—			—			—			—			—
	—			—			—			—			—			—
	—			—			—			—			—			(12,905	)
	—			(2,275,315	)		—			(23,875,926	)		—			(43,892	)
	6,147,158			5,871,373			30,543,516			97,330,940			611,920			29,313,494
	—			464,702			—			22,109,189			—			963
	(4,745,906	)		(2,844,638	)		(61,877,265	)		(270,238,369	)		(1,879,554	)		(2,039,655	)
	1,401,252			3,491,437			(31,333,749	)		(150,798,240	)		(1,267,634	)		27,274,802
	4,200,145			2,948,446			(19,823,081	)		(183,776,783	)		634,414			27,834,138
	40,159,000			37,210,554			293,693,531			477,470,314			27,834,138			—
$	44,359,145		$	40,159,000		$	273,870,450		$	293,693,531		$	28,468,552		$	27,834,138
$	—		$	(9,701	)	$	—		$	(1,211,272	)	$	—		$	(59,034	)
$	276,433		$	—		$	(285,083	)	$	—		$	(45,246	)	$	—
	503,220			482,652			1,718,768			5,083,921			54,444			2,897,095
	—			40,039			—			1,335,859			—			94
	(393,134	)		(242,719	)		(3,549,366	)		(14,085,545	)		(174,903	)		(196,590	)
	110,086			279,972			(1,830,598	)		(7,665,765	)		(120,459	)		2,700,599

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 39

FINANCIAL INFORMATION

Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited	RS China
	For the Six Months Ended 6/30/15			For the Year Ended 12/31/14
Operations
Net investment income	$	240,221		$	339,899
Net realized gain from investments and foreign currency transactions		1,312,634			928,375
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities in foreign currencies		2,666,202			627,309
Net Increase in Net Assets Resulting from Operations		4,219,057			1,895,583
Distributions to Shareholders
Net investment income
Class A		—			(120,245	)
Class C		—			(22,526	)
Class K		—			(37,971	)
Class Y		—			(153,612	)
Total Distributions		—			(334,354	)
Capital Share Transactions
Proceeds from sales of shares		9,485,923			7,119,912
Reinvestment of distributions		—			25,990
Cost of shares redeemed		(13,514,431	)		(7,210,596	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(4,028,508	)		(64,694	)
Net Increase in Net Assets		190,549			1,496,535
Net Assets
Beginning of period		30,197,867			28,701,332
End of period	$	30,388,416		$	30,197,867
Distributions in Excess of Net Investment Income Included in Net Assets	$	—		$	(6,745	)
Accumulated Undistributed Net Investment Income Included in Net Assets	$	233,476		$	—
Other Information:
Shares
Sold		719,289			664,601
Reinvested		—			2,462
Redeemed		(1,089,590	)		(675,482	)
Net Decrease		(370,301	)		(8,419	)

40 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

This Page Intentionally Left Blank

www.rsinvestments.com 41

FINANCIAL INFORMATION

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 inception of each Fund’s share classes). 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 distributions).

Financial Highlights Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)2			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS International Fund
Class A
Six Months Ended 6/30/151	$	9.87	$	0.14		$	0.54		$	0.68		$	—		$	—		$	—
Year Ended 12/31/14		13.24		0.23			(0.98	)		(0.75	)		(0.21	)		(2.41	)		(2.62	)
Year Ended 12/31/13		18.08		0.23			1.91			2.14			(0.87	)		(6.11	)		(6.98	)
Year Ended 12/31/12		15.44		0.12			2.60			2.72			(0.08	)		—			(0.08	)
Year Ended 12/31/11		17.79		0.14			(2.61	)		(2.47	)		—	5		—			—	5
Year Ended 12/31/10		15.73		0.07			2.32			2.39			(0.37	)		—			(0.37	)
Class C
Six Months Ended 6/30/151	$	7.36	$	0.07		$	0.40		$	0.47		$	—		$	—		$	—
Year Ended 12/31/14		10.62		0.06			(0.78	)		(0.72	)		(0.13	)		(2.41	)		(2.54	)
Year Ended 12/31/13		15.85		0.04			1.59			1.63			(0.75	)		(6.11	)		(6.86	)
Year Ended 12/31/12		13.61		(0.02	)		2.29			2.27			(0.03	)		—			(0.03	)
Year Ended 12/31/11		15.79		0.04			(2.34	)		(2.30	)		—	5		—			—	5
Year Ended 12/31/10		14.03		(0.05	)		2.06			2.01			(0.29	)		—			(0.29	)
Class K
Six Months Ended 6/30/151	$	9.27	$	0.11		$	0.50		$	0.61		$	—		$	—		$	—
Year Ended 12/31/14		12.63		0.15			(0.94	)		(0.79	)		(0.16	)		(2.41	)		(2.57	)
Year Ended 12/31/13		17.58		0.14			1.83			1.97			(0.81	)		(6.11	)		(6.92	)
Year Ended 12/31/12		15.03		0.06			2.52			2.58			(0.03	)		—			(0.03	)
Year Ended 12/31/11		17.39		0.10			(2.58	)		(2.48	)		—	5		—			—	5
Year Ended 12/31/10		15.41		—	5		2.26			2.26			(0.32	)		—			(0.32	)
Class Y
Six Months Ended 6/30/151	$	9.70	$	0.15		$	0.53		$	0.68		$	—		$	—		$	—
Year Ended 12/31/14		13.08		0.25			(0.96	)		(0.71	)		(0.26	)		(2.41	)		(2.67	)
Year Ended 12/31/13		18.04		0.37			1.86			2.23			(1.08	)		(6.11	)		(7.19	)
Year Ended 12/31/12		15.42		0.16			2.61			2.77			(0.15	)		—			(0.15	)
Year Ended 12/31/11		17.76		0.06			(2.47	)		(2.41	)		(0.05	)		—			(0.05	)
Year Ended 12/31/10		15.84		(0.04	)		2.36			2.32			(0.44	)		—			(0.44	)

See notes to Financial Highlights on page 53.

42 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Increase From Regulatory Settlements		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	10.55		6.89%		$	21,686		1.40%		1.91%		2.76%		2.25%		59%
	—		9.87		(5.80)%			22,388		1.40%		1.81%		1.74%		1.33%		186%
	—		13.24		15.55%			31,483		1.40%		1.61%		1.46%		1.25%		41%	7
	—		18.08		17.65%			34,005		1.34%		1.34%		0.73%		0.73%		21%
	0.12		15.44		(13.19)%	6		29,807		1.40%		1.42%		0.82%		0.80%		15%
	0.04		17.79		15.50%	6		32,556		1.54%		1.60%		0.45%		0.39%		23%
$	—	$	7.83		6.39%		$	2,503		2.37%		2.80%		1.80%		1.37%		59%
	—		7.36		(6.90)%			2,418		2.55%		2.75%		0.54%		0.34%		186%
	—		10.62		14.24%			2,390		2.55%		2.55%		0.29%		0.29%		41%	7
	—		15.85		16.69%			2,370		2.20%		2.20%		(0.12)%		(0.12)%		21%
	0.12		13.61		(13.78)%	6		1,600		2.14%		2.14%		0.26%		0.26%		15%
	0.04		15.79		14.61%	6		10,124		2.30%		2.30%		(0.32)%		(0.32)%		23%
$	—	$	9.88		6.58%		$	3,375		1.91%		2.29%		2.31%		1.93%		59%
	—		9.27		(6.37)%			3,403		1.96%		2.19%		1.20%		0.97%		186%
	—		12.63		14.93%			4,479		1.96%		1.99%		0.91%		0.88%		41%	7
	—		17.58		17.18%			4,247		1.74%		1.74%		0.38%		0.38%		21%
	0.12		15.03		(13.55)%	6		4,132		1.78%		1.78%		0.59%		0.59%		15%
	0.04		17.39		14.95%	6		17,234		1.95%		1.95%		0.03%		0.03%		23%
$	—	$	10.38		7.01%		$	3,928		1.15%		1.71%		3.00%		2.44%		59%
	—		9.70		(5.60)%			4,221		1.15%		1.51%		1.95%		1.59%		186%
	—		13.08		16.29%			7,232		1.01%		1.01%		1.96%		1.96%		41%	7
	—		18.04		18.00%			867,731		1.02%		1.02%		0.94%		0.94%		21%
	0.12		15.42		(12.90)%	6		454,722		1.04%		1.04%		0.38%		0.38%		15%
	0.04		17.76		14.93%	6		22,179		1.16%		1.16%		(0.22)%		(0.22)%		23%

See notes to Financial Highlights on page 53.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 43

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)2			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From  Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Global Fund
Class A
Six Months Ended 6/30/151	$	11.56	$	0.08		$	0.74		$	0.82		$	—		$	—		$	—
Year Ended 12/31/14		11.65		0.10			0.45			0.55			(0.08	)		(0.56	)		(0.64	)
Year Ended 12/31/13		10.26		0.06			2.87			2.93			(0.13	)		(1.41	)		(1.54	)
Year Ended 12/31/12		8.79		0.12			1.44			1.56			(0.09	)		—			(0.09	)
Period From 5/16/118 to 12/31/111		10.00		0.02			(1.23	)		(1.21	)		—			—			—
Class C
Six Months Ended 6/30/151	$	11.43	$	0.04		$	0.73		$	0.77		$	—		$	—		$	—
Year Ended 12/31/14		11.54		0.01			0.44			0.45			—			(0.56	)		(0.56	)
Year Ended 12/31/13		10.19		(0.03	)		2.84			2.81			(0.05	)		(1.41	)		(1.46	)
Year Ended 12/31/12		8.74		0.06			1.44			1.50			(0.05	)		—			(0.05	)
Period From 5/16/118 to 12/31/111		10.00		(0.03	)		(1.23	)		(1.26	)		—			—			—
Class K
Six Months Ended 6/30/151	$	11.50	$	0.06		$	0.74		$	0.80		$	—		$	—		$	—
Year Ended 12/31/14		11.59		0.06			0.44			0.50			(0.03	)		(0.56	)		(0.59	)
Year Ended 12/31/13		10.22		0.01			2.86			2.87			(0.09	)		(1.41	)		(1.50	)
Year Ended 12/31/12		8.76		0.10			1.45			1.55			(0.09	)		—			(0.09	)
Period From 5/16/118 to 12/31/111		10.00		(0.01	)		(1.23	)		(1.24	)		—			—			—
Class Y
Six Months Ended 6/30/151	$	11.59	$	0.11		$	0.73		$	0.84		$	—		$	—		$	—
Year Ended 12/31/14		11.67		0.14			0.45			0.59			(0.11	)		(0.56	)		(0.67	)
Year Ended 12/31/13		10.27		0.10			2.88			2.98			(0.17	)		(1.41	)		(1.58	)
Year Ended 12/31/12		8.81		0.15			1.46			1.61			(0.15	)		—			(0.15	)
Period From 5/16/118 to 12/31/111		10.00		0.03			(1.22	)		(1.19	)		—			—			—

See notes to Financial Highlights on page 53.

44 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	12.38		7.09%	$	13,184		1.40%		1.58%		1.39%		1.21%		42%
	11.56		4.70%		13,015		1.40%		1.63%		0.85%		0.62%		130%
	11.65		29.02%		12,539		1.40%		1.67%		0.50%		0.23%		137%	7
	10.26		17.81%		9,557		1.40%		1.95%		1.22%		0.67%		28%
	8.79		(12.10)%		11,211		1.40%		1.78%		0.27%		(0.11)%		9%
$	12.20		6.74%	$	7,352		2.17%		2.40%		0.66%		0.43%		42%
	11.43		3.87%		6,538		2.17%		2.43%		0.10%		(0.16)%		130%
	11.54		28.04%		5,997		2.15%		2.42%		(0.26)%		(0.53)%		137%	7
	10.19		17.18%		4,171		1.94%		2.49%		0.60%		0.05%		28%
	8.74		(12.60)%		3,508		2.31%		2.69%		(0.60)%		(0.98)%		9%
$	12.30		6.96%	$	5,628		1.81%		2.02%		1.02%		0.81%		42%
	11.50		4.25%		5,272		1.80%		2.04%		0.47%		0.23%		130%
	11.59		28.47%		5,311		1.79%		2.06%		0.10%		(0.17)%		137%	7
	10.22		17.70%		4,126		1.52%		2.07%		1.02%		0.47%		28%
	8.76		(12.40)%		3,505		1.90%		2.28%		(0.19)%		(0.57)%		9%
$	12.43		7.25%	$	18,195		1.09%		1.31%		1.77%		1.55%		42%
	11.59		5.04%		15,334		1.09%		1.33%		1.17%		0.93%		130%
	11.67		29.50%		13,364		1.05%		1.32%		0.85%		0.58%		137%	7
	10.27		18.30%		11,711		0.89%		1.44%		1.59%		1.04%		28%
	8.81		(11.90)%		7,514		1.10%		1.48%		0.61%		0.23%		9%

See notes to Financial Highlights on page 53.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 45

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income/(Loss)2			Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains			Total Distributions
RS Emerging Markets Fund
Class A
Six Months Ended 6/30/151	$	17.22	$	0.05		$	0.69		$	0.74		$	—		$	—		$	—
Year Ended 12/31/14		19.34		0.12			(0.82	)		(0.70	)		(0.17	)		(1.25	)		(1.42	)
Year Ended 12/31/13		23.88		0.09			(1.37	)		(1.28	)		(0.01	)		(3.39	)		(3.40	)
Year Ended 12/31/12		21.13		0.07			2.73			2.80			(0.05	)		—			(0.05	)
Year Ended 12/31/11		26.74		0.07			(5.68	)		(5.61	)		—			—			—
Year Ended 12/31/10		23.12		(0.01	)		4.18			4.17			(0.55	)		—			(0.55	)
Class C
Six Months Ended 6/30/151	$	13.43	$	(0.01	)	$	0.52		$	0.51		$	—		$	—		$	—
Year Ended 12/31/14		15.43		(0.03	)		(0.64	)		(0.67	)		(0.08	)		(1.25	)		(1.33	)
Year Ended 12/31/13		19.90		(0.03	)		(1.16	)		(1.19	)		—			(3.39	)		(3.39	)
Year Ended 12/31/12		17.72		(0.08	)		2.26			2.18			—			—			—
Year Ended 12/31/11		22.59		(0.10	)		(4.77	)		(4.87	)		—			—			—
Year Ended 12/31/10		19.63		(0.15	)		3.52			3.37			(0.41	)		—			(0.41	)
Class K
Six Months Ended 6/30/151	$	16.31	$	0.03		$	0.64		$	0.67		$	—		$	—		$	—
Year Ended 12/31/14		18.44		0.07			(0.79	)		(0.72	)		(0.16	)		(1.25	)		(1.41	)
Year Ended 12/31/13		22.97		0.07			(1.34	)		(1.27	)		—			(3.39	)		(3.39	)
Year Ended 12/31/12		20.36		0.01			2.60			2.61			—			—			—
Year Ended 12/31/11		25.86		(0.02	)		(5.48	)		(5.50	)		—			—			—
Year Ended 12/31/10		22.41		(0.09	)		4.04			3.95			(0.50	)		—			(0.50	)
Class Y
Six Months Ended 6/30/151	$	17.22	$	0.08		$	0.68		$	0.76		$	—		$	—		$	—
Year Ended 12/31/14		19.38		0.20			(0.83	)		(0.63	)		(0.28	)		(1.25	)		(1.53	)
Year Ended 12/31/13		23.92		0.10			(1.30	)		(1.20	)		(0.09	)		(3.39	)		(3.48	)
Year Ended 12/31/12		21.18		0.15			2.70			2.85			(0.11	)		—			(0.11	)
Year Ended 12/31/11		26.75		0.12			(5.69	)		(5.57	)		—			—			—
Year Ended 12/31/10		23.13		0.11			4.16			4.27			(0.65	)		—			(0.65	)

See notes to Financial Highlights on page 53.

46 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Increase From Contribution by Adviser		Net Asset Value, End of Period		Total Return3			Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	—	$	17.96		4.30%		$	112,486		1.65%		1.65%		0.59%		0.59%		59%
	—		17.22		(3.54)%			123,778		1.65%		1.69%		0.62%		0.58%		138%
	0.14		19.34		(4.74)%	9		225,463		1.65%		1.65%		0.42%		0.42%		224%	10
	—		23.88		13.26%			533,677		1.53%		1.53%		0.30%		0.30%		49%
	—		21.13		(20.98)%			919,103		1.49%		1.49%		0.27%		0.27%		44%
	—		26.74		18.15%			1,393,971		1.56%		1.56%		(0.03)%		(0.03)%		41%
$	—	$	13.94		3.80%		$	20,817		2.45%		2.47%		(0.17)%		(0.19)%		59%
	—		13.43		(4.25)%			21,416		2.45%		2.45%		(0.18)%		(0.18)%		138%
	0.11		15.43		(5.46)%	9		31,349		2.43%		2.43%		(0.21)%		(0.21)%		224%	10
	—		19.90		12.30%			52,280		2.32%		2.32%		(0.42)%		(0.42)%		49%
	—		17.72		(21.56)%			62,237		2.26%		2.26%		(0.50)%		(0.50)%		44%
	—		22.59		17.26%			104,109		2.31%		2.31%		(0.75)%		(0.75)%		41%
$	—	$	16.98		4.11%		$	23,905		1.94%		1.94%		0.33%		0.33%		59%
	—		16.31		(3.81)%			24,143		1.94%		1.94%		0.36%		0.36%		138%
	0.13		18.44		(4.95)%	9		28,038		1.90%		1.90%		0.37%		0.37%		224%	10
	—		22.97		12.82%			36,130		1.88%		1.88%		0.03%		0.03%		49%
	—		20.36		(21.27)%			36,423		1.87%		1.87%		(0.09)%		(0.09)%		44%
	—		25.86		17.71%			46,882		1.92%		1.92%		(0.38)%		(0.38)%		41%
$	—	$	17.98		4.41%		$	116,662		1.32%		1.32%		0.93%		0.93%		59%
	—		17.22		(3.18)%			124,357		1.31%		1.31%		1.03%		1.03%		138%
	0.14		19.38		(4.32)%	9		192,620		1.31%		1.31%		0.46%		0.46%		224%	10
	—		23.92		13.47%			776,722		1.31%		1.31%		0.64%		0.64%		49%
	—		21.18		(20.82)%			554,099		1.32%		1.32%		0.49%		0.49%		44%
	—		26.75		18.57%			633,433		1.19%		1.19%		0.47%		0.47%		41%

See notes to Financial Highlights on page 53.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 47

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income/ (Loss)2			Net Realized and Unrealized Gain		Total Operations		Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Return of Capital			Total Distributions
RS Emerging Markets Small Cap Fund
Class A
Six Months Ended 6/30/151	$	10.31	$	(0.02	)	$	0.72	$	0.70	$	—		$	—	$	—		$	—
Period From 1/31/148 to 12/31/141		10.00		0.03			0.28		0.31		—	5		—		—	5		—	5
Class C
Six Months Ended 6/30/151	$	10.23	$	(0.04	)	$	0.72	$	0.68	$	—		$	—	$	—		$	—
Period From 1/31/148 to 12/31/141		10.00		(0.04	)		0.27		0.23		—			—		—			—
Class Y
Six Months Ended 6/30/151	$	10.32	$	0.02		$	0.72	$	0.74	$	—		$	—	$	—		$	—
Period From 1/31/148 to 12/31/141		10.00		0.08			0.26		0.34		(0.02	)		—		—	5		(0.02	)

See notes to Financial Highlights on page 53.

48 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	11.01		6.79%	$	6,074		2.06%		2.61%		(0.29)%		(0.84)%		58%
$	10.31		3.10%	$	6,808		1.88%		2.29%		0.30%		(0.11)%		110%
$	10.91		6.65%	$	2,772		2.58%		3.03%		(0.74)%		(1.19)%		58%
$	10.23		2.30%	$	2,586		2.69%		3.10%		(0.43)%		(0.84)%		110%
$	11.06		7.17%	$	19,623		1.50%		1.91%		0.34%		(0.07)%		58%
$	10.32		3.45%	$	18,440		1.50%		1.91%		0.76%		0.35%		110%

See notes to Financial Highlights on page 53.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 49

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income/ (Loss)2		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS China Fund
Class A
Six Months Ended 6/30/151	$	10.90	$	0.09	$	1.67		$	1.76		$	—		$	—	$	—
Year Ended 12/31/14		10.31		0.12		0.59			0.71			(0.12	)		—		(0.12	)
Year Ended 12/31/13		9.06		0.11		1.28			1.39			(0.14	)		—		(0.14	)
Year Ended 12/31/12		7.51		0.07		1.55			1.62			(0.07	)		—		(0.07	)
Period From 5/16/118 to 12/31/111		10.00		0.06		(2.49	)		(2.43	)		(0.06	)		—		(0.06	)
Class C
Six Months Ended 6/30/151	$	10.86	$	0.05	$	1.67		$	1.72		$	—		$	—	$	—
Year Ended 12/31/14		10.30		0.05		0.57			0.62			(0.06	)		—		(0.06	)
Year Ended 12/31/13		9.05		0.04		1.27			1.31			(0.06	)		—		(0.06	)
Year Ended 12/31/12		7.50		0.02		1.56			1.58			(0.03	)		—		(0.03	)
Period From 5/16/118 to 12/31/111		10.00		—5		(2.50	)		(2.50	)		—			—		—
Class K
Six Months Ended 6/30/151	$	10.88	$	0.07	$	1.67		$	1.74		$	—		$	—	$	—
Year Ended 12/31/14		10.32		0.09		0.56			0.65			(0.09	)		—		(0.09	)
Year Ended 12/31/13		9.06		0.07		1.29			1.36			(0.10	)		—		(0.10	)
Year Ended 12/31/12		7.51		0.04		1.56			1.60			(0.05	)		—		(0.05	)
Period From 5/16/118 to 12/31/111		10.00		0.03		(2.50	)		(2.47	)		(0.02	)		—		(0.02	)

See notes to Financial Highlights on page 53.

50 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	12.66		16.15%	$	12,978		1.75%		2.10%		1.53%		1.18%		67%
	10.90		6.88%		11,373		1.75%		2.26%		1.18%		0.67%		133%
	10.31		15.33%		10,919		1.75%		2.05%		1.12%		0.82%		200%	10
	9.06		21.65%		8,500		1.75%		2.06%		0.81%		0.50%		23%
	7.51		(24.32)%		6,784		1.75%		2.27%		1.20%		0.68%		9%
$	12.58		15.84%	$	5,332		2.50%		2.75%		0.90%		0.65%		67%
	10.86		5.99%		4,434		2.50%		2.87%		0.50%		0.13%		133%
	10.30		14.51%		4,192		2.52%		2.82%		0.41%		0.11%		200%	10
	9.05		21.12%		3,661		2.26%		2.57%		0.29%		(0.02)%		23%
	7.50		(25.00)%		3,017		2.98%		3.50%		(0.01)%		(0.53)%		9%
$	12.62		15.99%	$	5,141		2.14%		2.40%		1.19%		0.93%		67%
	10.88		6.36%		4,433		2.14%		2.49%		0.86%		0.51%		133%
	10.32		14.98%		4,204		2.16%		2.46%		0.78%		0.48%		200%	10
	9.06		21.33%		3,657		2.04%		2.35%		0.51%		0.20%		23%
	7.51		(24.66)%		3,014		2.35%		2.87%		0.63%		0.11%		9%

See notes to Financial Highlights on page 53.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 51

FINANCIAL INFORMATION

Financial Highlights (continued) Six-Months-Ended Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Income/ (Loss)2		Net Realized and Unrealized Gain/(Loss)			Total Operations			Distributions From Net Investment Income			Distributions From Net Realized Capital Gains		Total Distributions
RS China Fund — (continued)
Class Y
Six Months Ended 6/30/151	$	10.89	$	0.12	$	1.66		$	1.78		$	—		$	—	$	—
Year Ended 12/31/14		10.32		0.16		0.58			0.74			(0.17	)		—		(0.17	)
Year Ended 12/31/13		9.06		0.15		1.28			1.43			(0.17	)		—		(0.17	)
Year Ended 12/31/12		7.51		0.09		1.56			1.65			(0.10	)		—		(0.10	)
Period From 5/16/118 to 12/31/111		10.00		0.08		(2.50	)		(2.42	)		(0.07	)		—		(0.07	)

52 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Net Asset Value, End of Period		Total Return3		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets4		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Income/ (Loss) to Average Net Assets4		Gross Ratio of Net Investment Income/ (Loss) to Average Net Assets		Portfolio Turnover Rate
$	12.67		16.35%	$	6,937		1.42%		1.68%		2.06%		1.80%		67%
	10.89		7.19%		9,958		1.42%		1.77%		1.58%		1.23%		133%
	10.32		15.77%		9,386		1.43%		1.73%		1.54%		1.24%		200%	10
	9.06		22.03%		7,947		1.43%		1.74%		1.12%		0.81%		23%
	7.51		(24.13)%		6,485		1.41%		1.93%		1.56%		1.04%		9%

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  Calculated based on the average shares outstanding during the period.

³  Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

⁴  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 and expense limitations and exclude the effect of custody credits, if applicable.

⁵  Rounds to $0.00 per share.

⁶  Without the effect of the income from regulatory settlements, the total returns would have been for 2011 (13.49)%, (14.07)%, (13.86)%, and (13.16)%; for 2010 15.17%, 14.32%, 14.68%, and 14.93% for Class A, Class C, Class K and Class Y, respectively. The total return impact from regulatory settlements is calculated based on average shares outstanding for the period.

⁷  The portfolio turnover rate was significantly higher than in prior periods due to trading in the Fund by the Fund’s new portfolio management team, effective as of July 1, 2013.

⁸  Inception date.

⁹  Without the effect of the contribution by adviser, the total returns would have been (5.50)%, (6.22)%, (5.64)%, and (5.05)% for Class A, Class C, Class K and Class Y, respectively. The total return impact from contribution by adviser is calculated based on average shares outstanding for the period.

¹⁰  The portfolio turnover rate was significantly higher than in prior periods due to trading in the Fund by the Fund’s new portfolio management team, effective as of March 1, 2013.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 53

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Notes to Financial Statements

June 30, 2015 (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 International Fund, RS Global Fund, RS Emerging Markets Fund, RS Emerging Markets Small Cap Fund and RS China Fund (each a “Fund,” collectively the “Funds”). All of the Funds are diversified funds. The financial statements for the other remaining series of the Trust are presented in separate reports.

RS International Fund, RS Global Fund, RS Emerging Markets Fund, and RS China Fund offer Class A, C, K and Y shares. RS Emerging Markets Small Cap Fund offers Class A, C and Y shares. The various classes differ principally in their respective sales charges, transfer agent expenses, and other expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for certain differences, including class-specific expenses and voting rights with respect to matters affecting fewer than all classes or in which the interests of one class differ from the interests of any other class.

The Trust has an unlimited number of authorized shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”) less any applicable sales charge.

Note 1 Significant Accounting Policies

The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 ask prices. Securities traded on the NASDAQ Stock Market, LLC (“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 is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 5d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods.

54 www.rsinvestments.com

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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 guidelines and procedures adopted by the Trust’s Board of Trustees.

Securities whose values have been materially affected by events occurring before the Funds’ valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of a Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.

In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Funds would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.

• Level 1 — unadjusted quoted prices in active markets for identical investments

• Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.)

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2015, the Funds held securities classified as Level 3.

The Funds’ policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. Transfers between Levels 1 and 2 related to certain exchange-traded foreign securities whose prices may have been affected by events occurring after

www.rsinvestments.com 55

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

the close of trading on the exchange and, as a result, whose values were determined by a pricing service using pricing models in accordance with methods approved by the Funds’ Board of Trustees. Transfers between Levels 2 and 3 related to securities which have significant unobservable inputs, as they trade infrequently or not at all.

Transfers into and out of each level of the fair value hierarchy for the six months ended June 30, 2015, were as follows:

	Transfers into Level 1		Transfers (out) of Level 1			Transfers into Level 2		Transfers (out) of Level 2			Transfers into Level 3		Transfers (out) of Level 3
RS Global Fund
Common Stocks	$	—	$	(231,863	)	$	231,863	$	—		$	—	$	—
RS Emerging Markets Fund
Common Stocks		4,011,074		(2,266,904	)		4,319,676		(4,011,074	)		—		(2,052,772	)
RS Emerging Markets Small Cap Fund
Common Stocks		1,685,392		(490,566	)		1,076,649		(1,685,392	)		—		(586,083	)
RS China Fund
Common Stocks		—		(428,520	)		754,548		(217,975	)		217,975		(326,028	)

In determining a security’s placement within the hierarchy, the Trust separates the Funds’ investment portfolios into two categories: investments and derivatives (e.g., futures).

Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Funds’ Board of Trustees.

Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations.

56 www.rsinvestments.com

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.

b. Taxes The Funds intend to continue complying with the requirements of the Internal Revenue Code to qualify as regulated investment companies and to distribute substantially 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 if the cost of making the required distribution exceeds the amount of the excise tax.

As of June 30, 2015, the Trust has reviewed the tax positions for open periods, as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Funds recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2015, the Funds did not incur any such interest or penalties. RS International Fund and RS Emerging Markets Fund are not subject to examination by U.S. federal tax authorities for tax years before 2011 and by state authorities for tax years before 2010. RS Global Fund, RS Emerging Markets Small Cap Fund and RS China Fund are subject to U.S. federal and state authority examination since inception.

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 NYSE 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. Forward Foreign Currency Contracts The Funds may enter into forward foreign currency contracts. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a Fund’s counterparty to meet the terms of a contract and from unanticipated movements in the value of a currency relative to another currency. Fluctuations in the values of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

liabilities denominated in foreign currencies by the Funds. When a forward contract is closed, a Fund will record a realized gain or loss equal to the increase or decrease in the value of such forward contract between the time it was opened and the time it was closed. Such amounts are recorded as net realized gains or losses on foreign currency related transactions.

f. Foreign Capital Gains Tax Gains realized by the Funds on the sale of securities in certain foreign countries are subject to non-U.S. taxes. The Funds record a liability based on unrealized gains to provide for non-U.S. taxes likely to be payable upon the sale of such securities.

g. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/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 attributable to each class at the beginning of the day.

h. 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 generally apportioned among all the series in the Trust, based on relative net assets.

i. Distributions to Shareholders Each Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Distributions to shareholders are recorded on the ex-dividend date.

j. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus 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.

Note 2 Transactions with Affiliates

a. Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, each Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of The Guardian Life Insurance Company of America, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Funds, at the following annual rates:

Fund	Investment Advisory Fee Percentage
RS International Fund		0.80%
RS Global Fund		0.80%
RS Emerging Markets Fund		1.00%
RS Emerging Markets Small Cap Fund		1.25%
RS China Fund		1.10%

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2016, to limit the following Funds’ total annual fund operating expenses (excluding expenses indirectly incurred by the Funds through investments in pooled investment vehicles, interest, taxes, investment-related expenses (e.g., brokerage commissions), and extraordinary expenses) to the following rates:

Fund	Expense Limitation
	Class A			Class C			Class K			Class Y
RS International Fund		1.40%			2.15%	(1)		1.80%	(1)		1.15%
RS Global Fund		1.40%			2.17%			1.81%			1.09%
RS Emerging Markets Fund		1.65%			2.45%			1.96%			1.32%
RS Emerging Markets Small Cap Fund		1.75%	(2)		2.50%	(2)		N/A			1.50%
RS China Fund		1.75%			2.50%			2.14%			1.42%

⁽¹⁾ The expense limitation in effect from January 1, 2015, through April 30, 2015, was 2.65% for Class C shares, and 1.96% for Class K shares.

⁽²⁾ The expense limitation in effect from January 1, 2015, through April 30, 2015, was 1.50% for Class Y shares, and the fee waiver for each of the other classes of the Fund was equal to the level of fee waiver for Class Y shares.

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

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

c. Distribution Fees RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, serves as the principal underwriter for shares of the Funds. The Funds have entered into an agreement with RSFD 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 Trust’s Board of Trustees. Under the plan, RSFD is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of each Fund. For the six months ended June 30, 2015, RSFD received distribution fees as follows:

Fund		Annual Rate		Distribution Fees
RS International Fund	Class A		0.25%		$27,451
	Class C		1.00%		11,995
	Class K		0.65%		11,651
	Class Y		0.00%		—
RS Global Fund	Class A		0.25%		$16,169
	Class C		1.00%		34,324
	Class K		0.65%		17,857
	Class Y		0.00%		—

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Fund		Annual Rate		Distribution Fees
RS Emerging Markets Fund	Class A		0.25%		$148,009
	Class C		1.00%		103,910
	Class K		0.65%		80,561
	Class Y		0.00%		—
RS Emerging Markets Small Cap Fund	Class A		0.25%		$7,618
	Class C		1.00%		13,465
	Class Y		0.00%		—
RS China Fund	Class A		0.25%		$15,615
	Class C		1.00%		26,549
	Class K		0.65%		16,039
	Class Y		0.00%		—

RS Investments may perform certain services and incur certain expenses with respect to the promotion of the Funds’ shares and the servicing of shareholder accounts, which expenses are allocable to RSFD. RS Investments compensates RSFD for its services in connection with the promotion of Fund shares and reimburses RSFD for its expenses, including payments made by RSFD to third parties in respect of the promotion of Fund shares, in excess of amounts received by RSFD under the distribution plan. In addition to payments under the distribution plan, the Funds reimburse RSFD for payments RSFD makes to financial intermediaries that provide certain administrative, recordkeeping, and account maintenance services. The amount of the reimbursement is calculated in a manner reviewed by the Board of Trustees periodically. Such amounts are included in the Statement of Operations as “Transfer agent fees.”

Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of GIS, distributes the Funds’ shares as a retail broker-dealer. For the six months ended June 30, 2015, PAS informed the Trust it received $947,626 directly or indirectly from RSFD as continuing compensation for its services relating to its distribution of shares of all series in the Trust.

For the six months ended June 30, 2015, aggregate front-end sales charges for the sale of Class A shares paid to RSFD were as follows:

Fund	Sales Charges
RS International Fund	$	2,160
RS Global Fund		997
RS Emerging Markets Fund		3,882
RS Emerging Markets Small Cap Fund		257
RS China Fund		1,466

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RSFD is entitled to retain any contingent deferred sales load (“CDSL”) imposed on certain share redemptions. For the six months ended June 30, 2015, RSFD received CDSL charges as follows:

Fund	CDSL
RS International Fund	$	14
RS Global Fund		268
RS Emerging Markets Fund		376
RS Emerging Markets Small Cap Fund		—
RS China Fund		347

See Note 4b for information on ownership concentration by affiliates of the Funds.

Note 3 Federal Income Taxes

a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2014, which is the most recently completed tax year, was as follows:

Fund	Ordinary Income		Long-Term Capital Gains		Return of Capital
RS International Fund	$	6,707,333	$	377,284	$	—
RS Global Fund		1,955,322		319,993		—
RS Emerging Markets Fund		9,693,310		14,182,616		—
RS Emerging Markets Small Cap Fund		30,968		—		12,924
RS China Fund		334,354		—		—

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 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. 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.

As of December 31, 2014, the Funds made the following reclassifications of permanent book and tax basis differences:

Fund	Paid-in Capital			Undistributed Net Investment Income/(Loss)			Accumulated Net Realized Gain/(Loss)
RS International Fund	$	—		$	(97,648	)	$	97,648
RS Global Fund		(11,047	)		(15,035	)		26,082
RS Emerging Markets Fund		(159,145	)		(548,667	)		707,812
RS Emerging Markets Small Cap Fund		(9,682	)		(169,694	)		179,376
RS China Fund		(52,819	)		(6,383	)		59,202

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

The tax basis of distributable earnings as of December 31, 2014, was as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains
RS International Fund	$	—	$	380
RS Global Fund		—		35,295
RS Emerging Markets Fund		—		5,655,860
RS China Fund		131,378		—

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, 2014, the Funds utilized capital loss carryovers as follows:

Fund	Amount
RS China Fund	$	1,014,312

See the chart below for capital loss carryovers available to the Funds at December 31, 2014.

Fund	Amount
RS Emerging Markets Small Cap Fund	$	83,824
RS China Fund		1,177,393

In determining their taxable income, current tax law permits the Funds to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2014, the Funds elected to defer net capital and currency losses as follows:

Fund	Deferred Net Capital Losses
RS International Fund	$	679,593
RS Global Fund		116,124
RS Emerging Markets Fund		4,406,090
RS Emerging Markets Small Cap Fund		237,096

b. Tax Basis of Investments The cost of investments (excluding foreign currency related transactions) for federal income tax purposes at June 30, 2015, for each Fund is

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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:

Fund	Cost of Investments		Net Unrealized Appreciation on Investments		Gross Unrealized Appreciation		Gross Unrealized Depreciation
RS International Fund	$	30,441,627	$	710,640	$	1,801,788	$	(1,091,148	)
RS Global Fund		38,170,150		6,083,368		6,818,748		(735,380	)
RS Emerging Markets Fund		249,826,350		22,842,790		34,052,646		(11,209,856	)
RS Emerging Markets Small Cap Fund		25,307,892		2,803,994		3,657,961		(853,967	)
RS China Fund		25,201,661		6,113,897		6,649,962		(536,065	)

Note 4 Capital Shares

a. Transactions The Funds have authorized an unlimited number of shares of beneficial interest with no par value. Transactions, including conversions and exchanges, in capital shares for the Funds were as follows:

RS International Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		191,043		$	2,033,026			148,999		$	1,941,893
Shares reinvested		—			—			476,536			4,736,763
Shares redeemed		(404,251	)		(4,189,419	)		(733,328	)		(9,395,132	)
Net decrease		(213,208	)	$	(2,156,393	)		(107,793	)	$	(2,716,476	)
Class C
Shares sold		36,550		$	285,290			105,986		$	967,470
Shares reinvested		—			—			73,240			542,706
Shares redeemed		(45,495	)		(345,965	)		(75,560	)		(729,217	)
Net increase/(decrease)		(8,945	)	$	(60,675	)		103,666		$	780,959
Class K
Shares sold		29,726		$	289,590			67,973		$	837,178
Shares reinvested		—			—			80,138			748,495
Shares redeemed		(55,440	)		(548,520	)		(135,517	)		(1,666,698	)
Net increase/(decrease)		(25,714	)	$	(258,930	)		12,594		$	(81,025	)
Class Y
Shares sold		52,510		$	515,842			168,017		$	2,157,756
Shares reinvested		—			—			94,255			920,874
Shares redeemed		(109,424	)		(1,128,695	)		(379,850	)		(4,831,952	)
Net decrease		(56,914	)	$	(612,853	)		(117,578	)	$	(1,753,322	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Transactions in Capital Shares (continued)

RS Global Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		173,103		$	2,084,381			75,289		$	903,865
Shares reinvested		—			—			7,739			89,843
Shares redeemed		(234,036	)		(2,853,115	)		(33,353	)		(396,220	)
Net increase/(decrease)		(60,933	)	$	(768,734	)		49,675		$	597,488
Class C
Shares sold		62,014		$	754,789			70,183		$	819,099
Shares reinvested		—			—			5,252			60,289
Shares redeemed		(31,100	)		(371,421	)		(23,254	)		(268,385	)
Net increase		30,914		$	383,368			52,181		$	611,003
Class K
Shares sold		521		$	6,468			—		$	—
Shares reinvested		—			—			53			611
Shares redeemed		(1,096	)		(13,585	)		—			—
Net increase/(decrease)		(575	)	$	(7,117	)		53		$	611
Class Y
Shares sold		267,582		$	3,301,520			337,180		$	4,148,409
Shares reinvested		—			—			26,995			313,959
Shares redeemed		(126,902	)		(1,507,785	)		(186,112	)		(2,180,033	)
Net increase		140,680		$	1,793,735			178,063		$	2,282,335

RS Emerging Markets Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		674,181		$	12,325,208			1,753,066		$	33,714,184
Shares reinvested		—			—			546,897			9,308,182
Shares redeemed		(1,596,524	)		(28,550,144	)		(6,771,057	)		(130,854,621	)
Net decrease		(922,343	)	$	(16,224,936	)		(4,471,094	)	$	(87,832,255	)
Class C
Shares sold		132,998		$	1,882,225			240,904		$	3,619,992
Shares reinvested		—			—			138,184			1,833,705
Shares redeemed		(235,047	)		(3,270,748	)		(815,386	)		(12,317,957	)
Net decrease		(102,049	)	$	(1,388,523	)		(436,298	)	$	(6,864,260	)

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RS Emerging Markets Fund — continued
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class K
Shares sold		147,894		$	2,495,803			362,129		$	6,569,643
Shares reinvested		—			—			121,037			1,951,112
Shares redeemed		(220,285	)		(3,743,967	)		(523,747	)		(9,500,935	)
Net decrease		(72,391	)	$	(1,248,164	)		(40,581	)	$	(980,180	)
Class Y
Shares sold		763,695		$	13,840,280			2,727,822		$	53,427,121
Shares reinvested		—			—			529,741			9,016,190
Shares redeemed		(1,497,510	)		(26,312,406	)		(5,975,355	)		(117,564,856	)
Net decrease		(733,815	)	$	(12,472,126	)		(2,717,792	)	$	(55,121,545	)

RS Emerging Markets Small Cap Fund
	For the Six Months Ended 6/30/15						For the Period Ended 12/31/14*
	Shares			Amount			Shares			Amount
Class A
Shares sold		47,144		$	529,850			821,471		$	8,508,152
Shares reinvested		—			—			2			16
Shares redeemed		(156,308	)		(1,685,460	)		(160,821	)		(1,659,448	)
Net increase/(decrease)		(109,164	)	$	(1,155,610	)		660,652		$	6,848,720
Class C
Shares sold		1,406		$	15,450			252,716		$	2,529,820
Shares redeemed		—			—			(4	)		(40	)
Net increase		1,406		$	15,450			252,712		$	2,529,780
Class Y
Shares sold		5,894		$	66,620			1,822,908		$	18,275,522
Shares reinvested		—			—			92			947
Shares redeemed		(18,595	)		(194,094	)		(35,765	)		(380,167	)
Net increase/(decrease)		(12,701	)	$	(127,474	)		1,787,235		$	17,896,302

* Inception date was January 31, 2014.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Transactions in Capital Shares (continued)

RS China Fund
	For the Six Months Ended 6/30/15						For the Year Ended 12/31/14
	Shares			Amount			Shares			Amount
Class A
Shares sold		156,253		$	2,103,589			143,214		$	1,430,786
Shares reinvested		—			—			1,821			19,223
Shares redeemed		(175,128	)		(2,364,139	)		(159,801	)		(1,559,152	)
Net decrease		(18,875	)	$	(260,550	)		(14,766	)	$	(109,143	)
Class C
Shares sold		45,728		$	558,775			2,279		$	25,156
Shares reinvested		—			—			21			228
Shares redeemed		(29,882	)		(367,171	)		(1,054	)		(10,007	)
Net increase		15,846		$	191,604			1,246		$	15,377
Class K
Shares sold		—		$	—			38		$	369
Shares redeemed		—			—			(110	)		(1,075	)
Net increase/(decrease)		—		$	—			(72	)	$	(706	)
Class Y
Shares sold		517,308		$	6,823,559			519,070		$	5,663,601
Shares reinvested		—			—			620			6,539
Shares redeemed		(884,580	)		(10,783,121	)		(514,517	)		(5,640,362	)
Net increase/(decrease)		(367,272	)	$	(3,959,562	)		5,173		$	29,778

b. Shareholder Concentration As of June 30, 2015, the number of shareholders and/or omnibus shareholder accounts (which are comprised of a group of individual shareholders) who owned of record 5% or more of the net assets of a Fund is summarized in the following table:

Fund	Number of Shareholders			Percentage of Net Assets
RS International Fund		3			28.44%
RS Global Fund		3	*		89.28%
RS Emerging Markets Fund		6			59.94%
RS Emerging Markets Small Cap Fund		1	**		96.90%
RS China Fund		1	**		88.73%

* One of the shareholders is Guardian Life, who owned 74.21% of net assets.

** The shareholder is Guardian Life.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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, 2015, were as follows:

Fund	Cost of Investments Purchased		Proceeds from Investments Sold
RS International Fund	$	18,727,585	$	21,540,400
RS Global Fund		17,819,499		17,440,012
RS Emerging Markets Fund		165,134,086		196,861,038
RS Emerging Markets Small Cap Fund		15,946,983		17,262,000
RS China Fund		20,365,243		24,055,460

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

c. Industry, Sector or Regional Concentration In their normal course of business, the Funds may invest a significant portion of their assets in companies within a limited number of industries or sectors. As a result, the Funds may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.

Investing in a regionally concentrated mutual fund involves greater risk than investing in a more diversified fund due to lack of exposure to a broader geographical area. The political and economic conditions and changes in regulatory, tax or economic policy in a concentrated region could significantly affect the market in that region and in surrounding areas.

Investing in developing countries can add additional risk, such as high rates of inflation or sharply devalued currencies against the U.S. dollar. Transaction costs are often higher and there may be delays in settlement procedures.

d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued 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 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 Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 6 Temporary Borrowings

The Funds, with other funds managed by RS Investments, are parties to a $400 million committed revolving credit facility from State Street Bank and Trust Company, in effect through August 18, 2015, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing.

For the six months ended June 30, 2015, the Funds which borrowed under the facility were as follows:

Fund	Amount Outstanding at 6/30/15		Average Borrowing*		Days Borrowings Outstanding		Average Interest Rate*
RS International Fund	$	—	$	248,831		10		1.38%
RS Global Fund		—		60,039		4		1.39%
RS Emerging Markets Fund		—		2,643,501		19		1.38%
RS Emerging Markets Small Cap Fund		—		306,541		25		1.39%
RS China Fund		—		559,856		22		1.38%

* For the six months ended June 30, 2015, based on the number of days borrowings were outstanding.

Note 7 Review for Subsequent Events

Management has evaluated subsequent events through the issuance of the Funds’ financial statements and determined that no material events have occurred that require disclosure.

Note 8 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.

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SUPPLEMENTAL INFORMATION (UNAUDITED)

Supplemental Information (unaudited)

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 website 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 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-766-3863.

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 most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-766-3863; (ii) on RS Investments’ website at www.rsinvestments.com; and (iii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

The Statement of Additional Information includes information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800.766.3863.

This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

www.rsinvestments.com 69

One Bush Street, Suite 900 San Francisco, CA 94104   PRSRT STD U.S. POSTAGE PAID RS INVESTMENTS

WWW.RSINVESTMENTS.COM // 800.766.3863   EB 015099 (6/15)

RSALTERNATIVESFUNDS

Class A, C, and Y Shares

RS FOCUSED OPPORTUNITY FUND

RS FOCUSED GROWTH OPPORTUNITY FUND

NOT FDIC INSURED

MAY LOSE VALUE

NO BANK GUARANTEE

TABLE OF CONTENTS

RS Investments Overview
CEO’s Letter	1
Understanding Your Fund’s Expenses	3

Financial Information
Schedules of Investments	6
Statements of Assets and Liabilities	22
Statements of Operations	23
Statements of Changes in Net Assets	24
Financial Highlights	26
Notes to Financial Statements	28
Supplemental Information	37

RS Investments

Alternatives | Fixed Income | Growth | International | Natural Resources | Value

Alternatives	Growth	RS Emerging Markets Small Cap Fund
RS Focused Opportunity Fund	RS Small Cap Growth Fund*	RS China Fund
RS Focused Growth Opportunity Fund	RS Select Growth Fund
	RS Mid Cap Growth Fund	Natural Resources
Fixed Income	RS Growth Fund	RS Global Natural Resources Fund
RS Investment Quality Bond Fund	RS Technology Fund
RS Low Duration Bond Fund	RS Small Cap Equity Fund*	Value
RS High Yield Fund		RS Partners Fund*
RS Tax-Exempt Fund	International	RS Value Fund
RS High Income Municipal Bond Fund	RS International Fund	RS Large Cap Alpha Fund
RS Floating Rate Fund	RS Global Fund	RS Investors Fund
RS Strategic Income Fund	RS Emerging Markets Fund

* The Fund is currently offered only to certain investors. Please contact RS Investments for more information.

Except as otherwise specifically stated, all information, including portfolio security positions, is as of June 30, 2015.

CEO’S LETTER

Matthew H. Scanlan CEO, RS Investments

Dear RS Funds Shareholder,

The active versus passive debate seems to be hotter than ever. Passive investing has gained popularity over the past few years, and on the surface, the reason may seem clear: In 2014, 78% of active managers lagged their relevant benchmarks. So it’s no surprise that actively managed domestic equity funds saw $13 billion in net withdrawals last year, while their passively managed counterparts (index funds and ETFs) received $244 billion in net subscriptions.

But as always, it would behoove investors to dig a little deeper. When you “buy the benchmark” with a passive approach, that investment seeks to replicate the performance of a particular index. Yet benchmarks do not always represent the optimal portfolio of assets within a given opportunity set. In fact, like any portfolio, a benchmark can perform well or poorly depending on design and market conditions.

Understanding benchmark construction provides a clearer picture of passive investing — and what to expect in terms of performance through different market environments. New research from RS Investments explores the active decisions that go into benchmark design and construction. We found that those decisions can lead to biases in benchmarks, so even passive strategies involve active decisions, with the decisions made by benchmark providers rather than by fund managers.

The question is, who do you want to trust to make those active decisions? Personally, I’d prefer that my chosen portfolio manager select my stocks.

While passive investing has gained popularity, we’ve noticed that the concept of high-conviction active investing is also attractive to investors, many of whom are exploring new approaches to capture alpha (a measure of performance on a risk-adjusted basis). In fact, one key takeaway from our research is that investors can blend the best of index and active exposures to create an optimal portfolio. That blend includes high-conviction active managers, in those cases where the investor has confidence that the manager has the ability to exceed expectations.

We always aim to exceed expectations, and we appreciate the confidence you’ve placed in us. In the pages that follow, you’ll find an update on the RS Funds. It includes important information about your investment with our firm.

Please visit www.rsinvestments.com for additional insights and the latest commentary from our investment teams.

Sincerely,

Matthew H. Scanlan

Chief Executive Officer

THIS PAGE NOT PART OF YOUR FUND REPORT www.rsinvestments.com 1

CEO’S LETTER

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

RS Funds are sold by prospectus only. 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 important information. Please read it carefully before investing or sending money. To obtain a copy, please call 800.766.3863 or visit www.rsinvestments.com.

RS Funds are distributed by RS Funds Distributor LLC, member: FINRA, SIPC.

©2015 RS Investment Management Co. LLC

2 www.rsinvestments.com THIS PAGE NOT PART OF YOUR FUND REPORT

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; 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 from March 2, 2015 (commencement of operations), to June 30, 2015. The following table 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 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 following table. If it were, 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 following table. If it were, 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.

www.rsinvestments.com 3

UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)

Based on Actual Return		Beginning Account Value 3/2/15		Ending Account Value 6/30/15		Expenses Paid During Period* 3/2/15-6/30/15		Expense Ratio During Period 3/2/15-6/30/15
RS Focused Opportunity Fund	Class A		$1,000.00		$1,010.00		$9.56		2.87%
	Class C		$1,000.00		$1,008.00		$12.05		3.62%
	Class Y		$1,000.00		$1,011.00		$8.73		2.62%
RS Focused Growth Opportunity Fund	Class A		$1,000.00		$1,012.00		$9.30		2.79%
	Class C		$1,000.00		$1,010.00		$11.79		3.54%
	Class Y		$1,000.00		$1,013.00		$8.48		2.54%
Based on Hypothetical Return (5% Return Before Expenses)
RS Focused Opportunity Fund	Class A		$1,000.00		$1,007.06		$9.55		2.87%
	Class C		$1,000.00		$1,004.57		$12.03		3.62%
	Class Y		$1,000.00		$1,007.89		$8.72		2.62%
RS Focused Growth Opportunity Fund	Class A		$1,000.00		$1,007.33		$9.28		2.79%
	Class C		$1,000.00		$1,004.84		$11.76		3.54%
	Class Y		$1,000.00		$1,008.15		$8.45		2.54%

* Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 121/365 (to reflect the period from commencement of operations on March 2, 2015 through June 30, 2015).

4 www.rsinvestments.com

Financial Information

Period From February 27, 2015, Inception Date, to June 30, 2015

SCHEDULE OF INVESTMENTS — RS FOCUSED OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 87.8%
Aerospace & Defense – 3.3%
Hexcel Corp.		6,822	$	339,326
				339,326
Airlines – 0.9%
Southwest Airlines Co.		2,800		92,652
				92,652
Auto Components – 5.2%
Dana Holding Corp.		12,983		267,190
Gentex Corp.		16,161		265,364
				532,554
Banks – 3.0%
Citigroup, Inc.		1,930		106,613
Zions Bancorporation		6,205		196,916
				303,529
Beverages – 1.7%
Constellation Brands, Inc., Class A		1,498		173,798
				173,798
Biotechnology – 6.0%
Biogen, Inc.(1)		357		144,207
Celgene Corp.(1)		1,430		165,501
Gilead Sciences, Inc.		986		115,441
Ultragenyx Pharmaceutical, Inc.(1)		1,842		188,602
				613,751
Capital Markets – 0.8%
Raymond James Financial, Inc.		1,321		78,705
				78,705
Commercial Services & Supplies – 2.0%
Clean Harbors, Inc.(1)		1,037		55,728
Ritchie Bros. Auctioneers, Inc.		5,300		147,976
				203,704
Consumer Finance – 2.9%
Euronet Worldwide, Inc.(1)		1,770		109,209
PRA Group, Inc.(1)		3,050		190,046
				299,255
Containers & Packaging – 1.1%
Sealed Air Corp.		2,290		117,660
				117,660
Diversified Financial Services – 0.8%
Voya Financial, Inc.		1,824		84,761
				84,761

6 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares		Value
Energy Equipment & Services – 1.2%
Bristow Group, Inc.		2,390	$	127,387
				127,387
Food & Staples Retailing – 6.2%
CVS Health Corp.		2,760		289,469
The Kroger Co.		4,862		352,543
				642,012
Food Products – 1.2%
Pinnacle Foods, Inc.		2,720		123,869
				123,869
Gas Utilities – 0.5%
Questar Corp.		2,450		51,230
				51,230
Health Care Equipment & Supplies – 3.2%
Edwards Lifesciences Corp.(1)		701		99,843
West Pharmaceutical Services, Inc.		1,531		88,920
Zimmer Biomet Holdings, Inc.		1,324		144,621
				333,384
Hotels, Restaurants & Leisure – 3.2%
Hilton Worldwide Holdings, Inc.(1)		12,001		330,628
				330,628
Independent Power & Renewable Electricity Producers – 2.0%
NRG Energy, Inc.		9,190		210,267
				210,267
Insurance – 3.5%
FNF Group		3,454		127,764
XL Group PLC		6,120		227,664
				355,428
Internet & Catalog Retail – 2.5%
Liberty Interactive Corp. QVC Group., Class A(1)		9,103		252,608
				252,608
Internet Software & Services – 7.0%
Facebook, Inc., Class A(1)		3,725		319,475
IAC/InterActiveCorp.		5,022		400,052
				719,527
Machinery – 1.1%
Allison Transmission Holdings, Inc.		3,751		109,754
				109,754
Media – 3.0%
Twenty-First Century Fox, Inc., Class A		9,487		308,754
				308,754

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 7

SCHEDULE OF INVESTMENTS — RS FOCUSED OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares		Value
Metals & Mining – 2.5%
Steel Dynamics, Inc.		12,389	$	256,638
				256,638
Oil, Gas & Consumable Fuels – 10.3%
Chevron Corp.		3,289		317,290
EOG Resources, Inc.		1,990		174,224
Kinder Morgan, Inc.		6,407		245,965
Marathon Oil Corp.		11,991		318,241
				1,055,720
Personal Products – 1.5%
The Estee Lauder Companies, Inc., Class A		1,768		153,215
				153,215
Pharmaceuticals – 1.1%
Jazz Pharmaceuticals PLC(1)		654		115,150
				115,150
Professional Services – 2.4%
Robert Half International, Inc.		4,464		247,752
				247,752
Real Estate Management & Development – 1.9%
CBRE Group, Inc., Class A(1)		5,224		193,288
				193,288
Semiconductors & Semiconductor Equipment – 1.1%
NXP Semiconductors N.V.(1)		1,178		115,680
				115,680
Software – 2.5%
CommVault Systems, Inc.(1)		1,840		78,035
Synopsys, Inc.(1)		3,499		177,224
				255,259
Specialty Retail – 2.2%
GNC Holdings, Inc., Class A		2,650		117,872
Ulta Salon, Cosmetics & Fragrance, Inc.(1)		711		109,814
				227,686
Total Common Stocks (Cost $8,928,602)				9,024,931
Total Investments Before Securities Sold Short - 87.8% (Cost $8,928,602)				9,024,931
Total Securities Sold Short - (49.9)% (Proceeds $5,250,421)				(5,132,059	)
Other Assets, Net - 62.1%				6,383,398
Total Net Assets - 100.0%			$	10,276,270

8 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Common Stocks Sold Short – (49.9)%
Air Freight & Logistics – (0.7)%
United Parcel Service, Inc., Class B		(786	)	$	(76,171	)
					(76,171	)
Auto Components – (0.8)%
Visteon Corp.(1)		(795	)		(83,459	)
					(83,459	)
Automobiles – (0.7)%
Ford Motor Co.		(4,896	)		(73,489	)
					(73,489	)
Beverages – (1.9)%
PepsiCo, Inc.		(830	)		(77,472	)
The Coca-Cola Co.		(3,058	)		(119,966	)
					(197,438	)
Capital Markets – (2.8)%
LPL Financial Holdings, Inc.		(1,240	)		(57,648	)
NorthStar Asset Management Group, Inc.		(3,296	)		(60,943	)
TD Ameritrade Holding Corp.		(2,205	)		(81,188	)
The Charles Schwab Corp.		(2,726	)		(89,004	)
					(288,783	)
Chemicals – (1.4)%
Ecolab, Inc.		(601	)		(67,955	)
HB Fuller Co.		(1,789	)		(72,669	)
					(140,624	)
Commercial Services & Supplies – (2.4)%
Covanta Holding Corp.		(3,692	)		(78,233	)
Matthews International Corp., Class A		(1,654	)		(87,894	)
Stericycle, Inc.(1)		(592	)		(79,275	)
					(245,402	)
Construction & Engineering – (0.3)%
AECOM(1)		(970	)		(32,088	)
					(32,088	)
Construction Materials – (1.3)%
Martin Marietta Materials, Inc.		(473	)		(66,934	)
Vulcan Materials Co.		(770	)		(64,626	)
					(131,560	)
Consumer Finance – (0.8)%
SLM Corp.(1)		(8,448	)		(83,382	)
					(83,382	)
Diversified Financial Services – (1.7)%
CME Group, Inc.		(540	)		(50,252	)

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 9

SCHEDULE OF INVESTMENTS — RS FOCUSED OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Diversified Financial Services (continued)
McGraw Hill Financial, Inc.		(770	)	$	(77,347	)
Moody’s Corp.		(470	)		(50,741	)
					(178,340	)
Electronic Equipment, Instruments & Components – (2.0)%
Amphenol Corp., Class A		(1,430	)		(82,897	)
FARO Technologies, Inc.(1)		(950	)		(44,365	)
FLIR Systems, Inc.		(2,478	)		(76,372	)
					(203,634	)
Energy Equipment & Services – (1.4)%
Cameron International Corp.(1)		(1,699	)		(88,977	)
Halliburton Co.		(1,170	)		(50,392	)
					(139,369	)
Food & Staples Retailing – (0.7)%
Sysco Corp.		(2,052	)		(74,077	)
					(74,077	)
Food Products – (0.7)%
Mead Johnson Nutrition Co.		(286	)		(25,803	)
The Hain Celestial Group, Inc.(1)		(659	)		(43,402	)
					(69,205	)
Health Care Equipment & Supplies – (0.8)%
Wright Medical Group, Inc.(1)		(3,248	)		(85,292	)
					(85,292	)
Health Care Providers & Services – (0.3)%
Patterson Cos, Inc.		(629	)		(30,601	)
					(30,601	)
Hotels, Restaurants & Leisure – (3.3)%
Aramark		(1,988	)		(61,568	)
Carnival Corp.		(1,260	)		(62,231	)
Hyatt Hotels Corp., Class A(1)		(1,321	)		(74,888	)
Marriott International, Inc., Class A		(962	)		(71,563	)
MGM Resorts International(1)		(1,381	)		(25,203	)
Royal Caribbean Cruises Ltd.		(530	)		(41,706	)
					(337,159	)
Household Durables – (1.3)%
TRI Pointe Homes, Inc.(1)		(5,038	)		(77,081	)
Whirlpool Corp.		(350	)		(60,568	)
					(137,649	)
Household Products – (1.4)%
HRG Group, Inc.(1)		(4,730	)		(61,490	)
The Procter & Gamble Co.		(1,000	)		(78,240	)
					(139,730	)

10 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Independent Power & Renewable Electricity Producers – (0.6)%
Pattern Energy Group, Inc.		(2,180	)	$	(61,868	)
					(61,868	)
Insurance – (1.9)%
Arthur J Gallagher & Co.		(1,170	)		(55,341	)
Brown & Brown, Inc.		(2,500	)		(82,150	)
Marsh & McLennan Companies, Inc.		(1,040	)		(58,968	)
					(196,459	)
Internet & Catalog Retail – (0.4)%
TripAdvisor, Inc.(1)		(448	)		(39,039	)
					(39,039	)
Internet Software & Services – (1.2)%
CoStar Group, Inc.(1)		(401	)		(80,705	)
Pandora Media, Inc.(1)		(2,721	)		(42,285	)
					(122,990	)
IT Services – (1.8)%
International Business Machines Corp.		(624	)		(101,500	)
WEX, Inc.(1)		(747	)		(85,135	)
					(186,635	)
Life Sciences Tools & Services – (0.8)%
Bio-Techne Corp.		(820	)		(80,745	)
					(80,745	)
Machinery – (1.6)%
Joy Global, Inc.		(770	)		(27,874	)
NN, Inc.		(2,410	)		(61,503	)
Pentair PLC		(500	)		(34,375	)
Xylem, Inc.		(1,189	)		(44,076	)
					(167,828	)
Media – (0.8)%
Thomson Reuters Corp.		(2,037	)		(77,549	)
					(77,549	)
Metals & Mining – (1.5)%
Allegheny Technologies, Inc.		(1,491	)		(45,028	)
Kaiser Aluminum Corp.		(610	)		(50,679	)
Nucor Corp.		(610	)		(26,883	)
Royal Gold, Inc.		(467	)		(28,762	)
					(151,352	)
Oil, Gas & Consumable Fuels – (7.5)%
Anadarko Petroleum Corp.		(800	)		(62,448	)
Gulfport Energy Corp.(1)		(1,493	)		(60,093	)

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 11

SCHEDULE OF INVESTMENTS — RS FOCUSED OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Oil, Gas & Consumable Fuels (continued)
Matador Resources Co.(1)		(1,200	)	$	(30,000	)
Pioneer Natural Resources Co.		(524	)		(72,674	)
Rice Energy, Inc.(1)		(4,086	)		(85,111	)
Scorpio Tankers, Inc.		(9,238	)		(93,212	)
SemGroup Corp., Class A		(1,034	)		(82,182	)
Spectra Energy Corp.		(2,254	)		(73,480	)
Targa Resources Corp.		(860	)		(76,729	)
The Williams Cos, Inc.		(1,631	)		(93,603	)
World Fuel Services Corp.		(890	)		(42,676	)
					(772,208	)
Payment & Data Processors – (0.3)%
EVERTEC, Inc.		(1,612	)		(34,239	)
					(34,239	)
Professional Services – (0.7)%
The Dun & Bradstreet Corp.		(603	)		(73,566	)
					(73,566	)
Road & Rail – (0.7)%
Landstar System, Inc.		(576	)		(38,517	)
Norfolk Southern Corp.		(390	)		(34,071	)
					(72,588	)
Semiconductors & Semiconductor Equipment – (0.3)%
Xilinx, Inc.		(640	)		(28,262	)
					(28,262	)
Software – (2.0)%
Autodesk, Inc.(1)		(1,245	)		(62,344	)
Ellie Mae, Inc.(1)		(610	)		(42,572	)
Splunk, Inc.(1)		(600	)		(41,772	)
Workday, Inc., Class A(1)		(770	)		(58,820	)
					(205,508	)
Technology Hardware, Storage & Peripherals – (0.2)%
SanDisk Corp.		(440	)		(25,617	)
					(25,617	)
Textiles, Apparel & Luxury Goods – (0.3)%
Kate Spade & Co.(1)		(1,249	)		(26,903	)
					(26,903	)
Transportation Infrastructure – (0.6)%
Wesco Aircraft Holdings, Inc.(1)		(4,043	)		(61,251	)
					(61,251	)
Total Common Stocks Sold Short (Proceeds $5,250,421)					(5,132,059	)
Total Securities Sold Short - (49.9)% (Proceeds $5,250,421)				$	(5,132,059	)

⁽¹⁾  Non-income-producing security.

12 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED OPPORTUNITY FUND

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1			Level 2		Level 3		Total
Common Stocks	$	9,024,931		$	—	$	—	$	9,024,931
Securities Sold Short:
Common Stocks		(5,132,059	)		—		—		(5,132,059	)
Total	$	3,892,872		$	—	$	—	$	3,892,872

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 13

SCHEDULE OF INVESTMENTS — RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares		Value
Common Stocks – 87.8%
Aerospace & Defense – 4.6%
BE Aerospace, Inc.		5,990	$	328,851
Hexcel Corp.		8,907		443,034
Teledyne Technologies, Inc.(1)		1,580		166,706
				938,591
Air Freight & Logistics – 2.0%
FedEx Corp.		2,347		399,929
				399,929
Airlines – 0.6%
Southwest Airlines Co.		3,932		130,110
				130,110
Auto Components – 2.0%
Gentex Corp.		25,005		410,582
				410,582
Beverages – 1.0%
Constellation Brands, Inc., Class A		1,848		214,405
				214,405
Biotechnology – 7.0%
Biogen, Inc.(1)		380		153,497
Celgene Corp.(1)		3,505		405,651
Gilead Sciences, Inc.		3,770		441,392
Ultragenyx Pharmaceutical, Inc.(1)		4,110		420,823
				1,421,363
Building Product – 1.4%
Fortune Brands Home & Security, Inc.		6,260		286,833
				286,833
Capital Markets – 3.8%
Raymond James Financial, Inc.		10,397		619,453
WisdomTree Investments, Inc.		7,262		159,510
				778,963
Commercial Services & Supplies – 1.3%
Ritchie Bros. Auctioneers, Inc.		9,830		274,454
				274,454
Construction Materials – 0.7%
Headwaters, Inc.(1)		7,860		143,209
				143,209
Consumer Finance – 4.3%
Euronet Worldwide, Inc.(1)		5,090		314,053
PRA Group, Inc.(1)		5,885		366,694
Visa, Inc., Class A		2,948		197,958
				878,705

14 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares		Value
Containers & Packaging – 1.3%
Rock-Tenn Co., Class A		4,341	$	261,328
				261,328
Diversified Telecommunication Services – 0.5%
CenturyLink, Inc.		3,400		99,892
				99,892
Energy Equipment & Services – 1.5%
Schlumberger Ltd.		3,600		310,284
				310,284
Food & Staples Retailing – 1.9%
The Kroger Co.		5,397		391,337
				391,337
Food Products – 3.2%
Pinnacle Foods, Inc.		14,160		644,846
				644,846
Health Care Equipment & Supplies – 7.2%
Edwards Lifesciences Corp.(1)		3,044		433,557
STERIS Corp.		5,690		366,664
West Pharmaceutical Services, Inc.		4,532		263,218
Zimmer Biomet Holdings, Inc.		3,719		406,226
				1,469,665
Health Care Providers & Services – 1.6%
Universal Health Services, Inc., Class B		2,311		328,393
				328,393
Hotels, Restaurants & Leisure – 9.8%
Hilton Worldwide Holdings, Inc.(1)		19,314		532,101
La Quinta Holdings, Inc.(1)		16,749		382,715
Marriott Vacations Worldwide Corp.		4,770		437,647
Six Flags Entertainment Corp.		7,605		341,084
Starbucks Corp.		5,648		302,818
				1,996,365
Internet Software & Services – 4.4%
Constant Contact, Inc.(1)		3,612		103,881
Facebook, Inc., Class A(1)		6,407		549,496
LogMeIn, Inc.(1)		3,730		240,548
				893,925

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 15

SCHEDULE OF INVESTMENTS — RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares		Value
Machinery – 2.8%
Illinois Tool Works, Inc.		6,303	$	578,552
				578,552
Media – 0.9%
IMAX Corp.(1)		4,330		174,369
				174,369
Metals & Mining – 2.1%
Steel Dynamics, Inc.		20,856		432,032
				432,032
Oil, Gas & Consumable Fuels – 1.9%
EOG Resources, Inc.		4,347		380,580
				380,580
Personal Products – 2.6%
The Estee Lauder Companies, Inc., Class A		6,131		531,312
				531,312
Pharmaceuticals – 1.1%
Jazz Pharmaceuticals PLC(1)		1,223		215,334
				215,334
Professional Services – 1.9%
Robert Half International, Inc.		6,843		379,787
				379,787
Real Estate Management & Development – 2.0%
CBRE Group, Inc., Class A(1)		10,975		406,075
				406,075
Road & Rail – 0.8%
Old Dominion Freight Line, Inc.(1)		2,535		173,914
				173,914
Semiconductors & Semiconductor Equipment – 3.9%
Lam Research Corp.		6,805		553,587
NXP Semiconductors N.V.(1)		2,544		249,821
				803,408
Software – 4.6%
Activision Blizzard, Inc.		18,504		447,982
Infoblox, Inc.(1)		8,470		221,998
PTC, Inc.(1)		6,636		272,209
				942,189

16 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Specialty Retail – 3.1%
The Home Depot, Inc.		2,705		$	300,606
Ulta Salon, Cosmetics & Fragrance, Inc.(1)		2,146			331,450
					632,056
Total Common Stocks (Cost $17,382,821)					17,922,787
Total Investments Before Securities Sold Short - 87.8% (Cost $17,382,821)					17,922,787
Total Securities Sold Short - (48.9)% (Proceeds $10,129,536)					(9,982,507	)
Other Assets, Net - 61.1%					12,480,965
Total Net Assets - 100.0%				$	20,421,245
	Shares			Value
Common Stocks Sold Short – (46.6)%
Aerospace & Defense – (1.1)%
Raytheon Co.		(920	)	$	(88,026	)
TransDigm Group, Inc.(1)		(630	)		(141,542	)
					(229,568	)
Air Freight & Logistics – (0.7)%
United Parcel Service, Inc., Class B		(1,396	)		(135,286	)
					(135,286	)
Auto Components – (0.8)%
Visteon Corp.(1)		(1,650	)		(173,217	)
					(173,217	)
Beverages – (1.2)%
PepsiCo, Inc.		(630	)		(58,804	)
The Coca-Cola Co.		(4,665	)		(183,008	)
					(241,812	)
Capital Markets – (5.2)%
BlackRock, Inc.		(541	)		(187,175	)
E*TRADE Financial Corp.(1)		(6,916	)		(207,134	)
Legg Mason, Inc.		(3,457	)		(178,139	)
LPL Financial Holdings, Inc.		(2,460	)		(114,366	)
TD Ameritrade Holding Corp.		(4,522	)		(166,500	)
The Charles Schwab Corp.		(6,317	)		(206,250	)
					(1,059,564	)

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 17

SCHEDULE OF INVESTMENTS — RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Chemicals – (1.9)%
Ecolab, Inc.		(880	)	$	(99,501	)
HB Fuller Co.		(4,474	)		(181,734	)
PPG Industries, Inc.		(880	)		(100,954	)
					(382,189	)
Commercial Services & Supplies – (3.7)%
Covanta Holding Corp.		(9,045	)		(191,664	)
G&K Services, Inc., Class A		(2,750	)		(190,135	)
Matthews International Corp., Class A		(3,461	)		(183,917	)
Stericycle, Inc.(1)		(1,482	)		(198,455	)
					(764,171	)
Construction & Engineering – (0.3)%
Granite Construction, Inc.		(1,812	)		(64,344	)
					(64,344	)
Construction Materials – (1.3)%
Martin Marietta Materials, Inc.		(730	)		(103,302	)
Vulcan Materials Co.		(2,050	)		(172,057	)
					(275,359	)
Consumer Finance – (0.3)%
Vantiv, Inc., Class A(1)		(1,550	)		(59,194	)
					(59,194	)
Containers & Packaging – (0.7)%
Berry Plastics Group, Inc.(1)		(4,270	)		(138,348	)
					(138,348	)
Distributors – (0.8)%
LKQ Corp.(1)		(5,610	)		(169,674	)
					(169,674	)
Diversified Consumer Services – (0.8)%
Service Corp. International		(5,540	)		(163,042	)
					(163,042	)
Electronic Equipment, Instruments & Components – (3.1)%
Amphenol Corp., Class A		(2,480	)		(143,766	)
FARO Technologies, Inc.(1)		(3,750	)		(175,125	)
SYNNEX Corp.		(1,757	)		(128,595	)
Zebra Technologies Corp., Class A(1)		(1,650	)		(183,232	)
					(630,718	)
Food & Staples Retailing – (0.7)%
Sysco Corp.		(3,950	)		(142,595	)
					(142,595	)
Food Products – (0.7)%
The Hain Celestial Group, Inc.(1)		(2,239	)		(147,461	)
					(147,461	)

18 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Health Care Equipment & Supplies – (2.2)%
DENTSPLY International, Inc.		(3,282	)	$	(169,187	)
Hill-Rom Holdings, Inc.		(1,190	)		(64,653	)
ResMed, Inc.		(1,090	)		(61,443	)
Stryker Corp.		(1,689	)		(161,418	)
					(456,701	)
Health Care Providers & Services – (1.3)%
HealthEquity, Inc.(1)		(2,320	)		(74,356	)
Patterson Companies, Inc.		(3,714	)		(180,686	)
					(255,042	)
Hotels, Restaurants & Leisure – (2.1)%
Carnival Corp.		(3,400	)		(167,926	)
Marriott International, Inc., Class A		(2,431	)		(180,842	)
Royal Caribbean Cruises Ltd.		(1,060	)		(83,411	)
					(432,179	)
Household Durables – (2.0)%
Jarden Corp.(1)		(1,910	)		(98,842	)
M/I Homes, Inc.(1)		(1,746	)		(43,074	)
TRI Pointe Homes, Inc.(1)		(8,400	)		(128,520	)
Whirlpool Corp.		(820	)		(141,901	)
					(412,337	)
Household Products – (0.7)%
HRG Group, Inc.(1)		(11,201	)		(145,613	)
					(145,613	)
Internet & Catalog Retail – (0.3)%
TripAdvisor, Inc.(1)		(705	)		(61,434	)
					(61,434	)
Internet Software & Services – (1.0)%
CoStar Group, Inc.(1)		(613	)		(123,373	)
Pandora Media, Inc.(1)		(4,580	)		(71,173	)
					(194,546	)
IT Services – (1.8)%
Automatic Data Processing, Inc.		(2,251	)		(180,598	)
International Business Machines Corp.		(1,136	)		(184,782	)
					(365,380	)
Life Sciences Tools & Services – (0.4)%
Waters Corp.(1)		(665	)		(85,373	)
					(85,373	)

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 19

SCHEDULE OF INVESTMENTS — RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Machinery – (1.1)%
NN, Inc.		(4,771	)	$	(121,756	)
Oshkosh Corp.		(1,763	)		(74,716	)
Watts Water Technologies, Inc., Class A		(618	)		(32,043	)
					(228,515	)
Media – (1.2)%
Live Nation Entertainment, Inc.(1)		(7,425	)		(204,113	)
MDC Partners, Inc., Class A		(1,768	)		(34,830	)
					(238,943	)
Metals & Mining – (1.0)%
Allegheny Technologies, Inc.		(2,362	)		(71,332	)
Kaiser Aluminum Corp.		(1,710	)		(142,067	)
					(213,399	)
Oil, Gas & Consumable Fuels – (2.8)%
Pioneer Natural Resources Co.		(390	)		(54,089	)
Rice Energy, Inc.(1)		(4,620	)		(96,235	)
Targa Resources Corp.		(890	)		(79,406	)
The Williams Companies, Inc.		(3,220	)		(184,796	)
Westmoreland Coal Co.(1)		(2,762	)		(57,394	)
World Fuel Services Corp.		(2,082	)		(99,832	)
					(571,752	)
Professional Services – (0.7)%
The Dun & Bradstreet Corp.		(1,193	)		(145,546	)
					(145,546	)
Road & Rail – (0.5)%
Norfolk Southern Corp.		(1,100	)		(96,096	)
					(96,096	)
Semiconductors & Semiconductor Equipment – (0.6)%
Cirrus Logic, Inc.(1)		(1,730	)		(58,872	)
Xilinx, Inc.		(1,416	)		(62,530	)
					(121,402	)
Software – (1.9)%
Autodesk, Inc.(1)		(3,113	)		(155,884	)
Splunk, Inc.(1)		(2,141	)		(149,056	)
Workday, Inc., Class A(1)		(1,030	)		(78,682	)
					(383,622	)
Specialty Retail – (1.2)%
Best Buy Co., Inc.		(2,500	)		(81,525	)
Rent-A-Center, Inc.		(5,435	)		(154,082	)
					(235,607	)

20 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

RS FOCUSED GROWTH OPPORTUNITY FUND

June 30, 2015 (unaudited)	Shares			Value
Textiles, Apparel & Luxury Goods – (0.5)%
Kate Spade & Co.(1)		(4,530	)	$	(97,576	)
					(97,576	)
Total Common Stocks Sold Short (Proceeds $9,697,341)					(9,517,605	)
Exchange-Traded Funds Sold Short – (2.3)%
iShares Nasdaq Biotechnology Index Fund		(1,260	)		(464,902	)
Total Exchange-Traded Funds Sold Short (Proceeds $432,195)					(464,902	)
Total Securities Sold Short - (48.9)% (Proceeds $10,129,536)				$	(9,982,507	)

⁽¹⁾  Non-income-producing security.

The following is a summary of the inputs used as of June 30, 2015, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.

	Valuation Inputs
Investments in Securities (unaudited)	Level 1			Level 2		Level 3		Total
Common Stocks	$	17,922,787		$	—	$	—	$	17,922,787
Securities Sold Short:
Common Stocks		(9,517,605	)		—		—		(9,517,605	)
Exchange-Traded Funds		(464,902	)		—		—		(464,902	)
Total	$	7,940,280		$	—	$	—	$	7,940,280

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 21

FINANCIAL INFORMATION

Statements of Assets and Liabilities As of June 30, 2015 (unaudited)	RS Focused Opportunity			RS Focused Growth Opportunity
Assets
Investments, at value	$	9,024,931		$	17,922,787
Cash		1,297,969			2,326,775
Cash deposits with broker for securities sold short		5,081,644			9,969,345
Receivable for investments sold		138,177			594,438
Due from adviser		14,083			1,769
Dividends receivable		2,879			20,441
Prepaid expenses		9,185			9,440
Total Assets		15,568,868			30,844,995
Liabilities
Securities sold short, at value		5,132,059			9,982,507
Payable for investments purchased		114,010			383,400
Dividends/interest payable for securities sold short		7,240			13,816
Accrued trustees’ fees		278			556
Payable to distributor		243			487
Accrued expenses/other liabilities		38,768			42,984
Total Liabilities		5,292,598			10,423,750
Total Net Assets	$	10,276,270		$	20,421,245
Net Assets Consist of:
Paid-in capital	$	10,168,708		$	20,168,708
Accumulated net investment loss		(53,707	)		(114,289	)
Accumulated net realized loss from investments and securities sold short		(53,422	)		(320,169	)
Net unrealized appreciation on investments and securities sold short		214,691			686,995
Total Net Assets	$	10,276,270		$	20,421,245
Investments, at Cost	$	8,928,602		$	17,382,821
Securities Sold Short, Proceeds	$	5,250,421		$	10,129,536
Pricing of Shares
Net Assets:
Class A	$	3,030,822		$	6,073,635
Class C		1,007,764			2,019,517
Class Y		6,237,684			12,328,093
Shares of Beneficial Interest Outstanding with No Par Value:
Class A		300,000			600,000
Class C		100,000			200,000
Class Y		616,905			1,216,856
Net Asset Value Per Share:
Class A	$	10.10		$	10.12
Class C		10.08			10.10
Class Y		10.11			10.13
Sales Charge Class A (Load)		4.75%			4.75%
Maximum Offering Price Per Class A Share	$	10.60		$	10.63

22 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Statements of Operations For the Period Ended June 30, 2015 (unaudited)	RS Focused Opportunity1			RS Focused Growth Opportunity1
Investment Income
Dividends	$	40,280		$	68,315
Withholding taxes on foreign dividends		(111	)		(344	)
Total Investment Income		40,169			67,971
Expenses
Investment advisory fees		41,952			83,822
Dividend expense on securities sold short		27,467			49,536
Offering costs		18,903			18,903
Custodian fees		16,233			16,233
Professional fees		11,987			12,523
Distribution fees		5,830			11,684
Interest expense on securities sold short		5,202			10,394
Transfer agent fees		2,889			5,778
Registration fees		2,636			2,636
Shareholder reports		1,182			2,364
Trustees’ fees		332			663
Administrative service fees		332			663
Insurance expense		126			126
Other expenses		538			949
Total Expenses		135,609			216,274
Less: Fee waiver by adviser		(41,733	)		(34,014	)
Total Expenses, Net		93,876			182,260
Net Investment Loss		(53,707	)		(114,289	)
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments and Securities Sold Short
Net realized loss from investments		(6,724	)		(223,431	)
Net realized loss from securities sold short		(46,698	)		(96,738	)
Net change in unrealized appreciation/depreciation on investments		96,329			539,966
Net change in unrealized appreciation/depreciation on securities sold short		118,362			147,029
Net Gain on Investments and Securities Sold Short		161,269			366,826
Net Increase in Net Assets Resulting from Operations	$	107,562		$	252,537

¹  Commenced operations on March 2, 2015.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 23

FINANCIAL INFORMATION

Statements of Changes in Net Assets Numbers are unaudited	RS Focused Opportunity			RS Focused Growth Opportunity
	For the Period Ended 6/30/151			For the Period Ended 6/30/151
Operations
Net investment loss	$	(53,707	)	$	(114,289	)
Net realized loss from investments and securities sold short		(53,422	)		(320,169	)
Net change in unrealized appreciation/depreciation on investments and securities sold short		214,691			686,995
Net Increase in Net Assets Resulting from Operations		107,562			252,537
Capital Share Transactions
Proceeds from sales of shares		10,168,708			20,168,708
Net Increase in Net Assets Resulting from Capital Share Transactions		10,168,708			20,168,708
Net Increase in Net Assets		10,276,270			20,421,245
Net Assets
Beginning of period		—			—
End of period	$	10,276,270		$	20,421,245
Accumulated Net Investment Loss Included in Net Assets	$	(53,707	)	$	(114,289	)
Other Information:
Shares
Sold		1,016,905			2,016,856
Net Increase		1,016,905			2,016,856

¹  Commenced operations on March 2, 2015.

24 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

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www.rsinvestments.com 25

FINANCIAL INFORMATION

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 inception of each Fund’s share classes). 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 distributions).

Financial Highlights Numbers are unaudited
	Net Asset Value, Beginning of Period		Net Investment Loss3			Net Realized and Unrealized Gain		Total Operations		Distributions From Net Investment Income		Distributions From Net Realized Capital Gains		Total Distributions
RS Focused Opportunity Fund
Class A
Period From 2/27/151 to 6/30/152	$	10.00	$	(0.06	)	$	0.16	$	0.10	$	—	$	—	$	—
Class C
Period From 2/27/151 to 6/30/152	$	10.00	$	(0.08	)	$	0.16	$	0.08	$	—	$	—	$	—
Class Y
Period From 2/27/151 to 6/30/152	$	10.00	$	(0.05	)	$	0.16	$	0.11	$	—	$	—	$	—
RS Focused Growth Opportunity Fund
Class A
Period From 2/27/151 to 6/30/152	$	10.00	$	(0.06	)	$	0.18	$	0.12	$	—	$	—	$	—
Class C
Period From 2/27/151 to 6/30/152	$	10.00	$	(0.08	)	$	0.18	$	0.10	$	—	$	—	$	—
Class Y
Period From 2/27/151 to 6/30/152	$	10.00	$	(0.05	)	$	0.18	$	0.13	$	—	$	—	$	—

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

¹  Inception date.

²  Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate.

³  Calculated based on the average shares outstanding during the period.

26 www.rsinvestments.com The accompanying notes are an integral part of these financial statements.

FINANCIAL INFORMATION

Net Asset Value, End of Period		Total Return4		Net Assets, End of Period (000s)		Net Ratio of Expenses to Average Net Assets5		Net Ratio of Expenses Excluding Interest and Dividend Expenses on Securities  Sold Short5		Gross Ratio of Expenses to Average Net Assets		Net Ratio of Net Investment Loss to Average Net Assets5		Gross Ratio of Net Investment Loss to Average Net Assets		Portfolio Turnover Rate
$	10.10		1.00%	$	3,031		2.87%		1.90%		4.16%		(1.68)%		(2.97)%		66%
$	10.08		0.80%	$	1,008		3.62%		2.65%		4.98%		(2.43)%		(3.79)%		66%
$	10.11		1.10%	$	6,237		2.62%		1.65%		3.82%		(1.43)%		(2.63)%		66%
$	10.12		1.20%	$	6,074		2.79%		1.90%		3.36%		(1.78)%		(2.35)%		72%
$	10.10		1.00%	$	2,020		3.54%		2.65%		4.17%		(2.53)%		(3.16)%		72%
$	10.13		1.30%	$	12,327		2.54%		1.65%		3.00%		(1.53)%		(1.99)%		72%

⁴  Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total return.

⁵  Net Ratio of Expenses to Average Net Assets, Net Ratio of Expenses Excluding Interest and Dividend Expenses on Securities Sold Short and Net Ratio of Net Investment Loss to Average Net Assets include the effect of fee waivers and expense limitations.

The accompanying notes are an integral part of these financial statements. www.rsinvestments.com 27

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Notes to Financial Statements

June 30, 2015 (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 two series offered by the Trust: RS Focused Opportunity Fund and RS Focused Growth Opportunity Fund (each a “Fund,” collectively the “Funds”). Both Funds are diversified funds. The Funds commenced operations on March 2, 2015. The financial statements for the other remaining series of the Trust are presented in separate reports.

The Funds offer Class A, C and Y shares. The various classes differ principally in their respective sales charges, transfer agent expenses, and other expenses. In general, all classes of shares have identical rights to earnings, assets and voting privileges, except for certain differences, including class-specific expenses and voting rights with respect to matters affecting fewer than all classes or in which the interests of one class differ from the interests of any other class.

The Trust has an unlimited number of authorized shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”) less any applicable sales charge.

Note 1 Significant Accounting Policies

The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 ask prices for long positions and ask prices for short positions. Securities traded on the NASDAQ Stock Market, LLC (“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 is generally valued at the mean between the closing bid and ask prices for long positions and ask prices for short positions. Repurchase agreements are carried at cost, which approximates market value (see Note 5d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).

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 guidelines and procedures adopted by the Trust’s Board of Trustees.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Securities whose values have been materially affected by events occurring before the Funds’ valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of a Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.

In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Funds would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.

• Level 1 — unadjusted quoted prices in active markets for identical investments

• Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.)

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.

The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the period ended June 30, 2015, the Funds had no securities classified as Level 3.

The Funds’ policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended June 30, 2015, there were no transfers between Level 1, Level 2 and Level 3.

In determining a security’s placement within the hierarchy, the Trust separates the Funds’ investment portfolios into two categories: investments and derivatives (e.g., futures).

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Funds’ Board of Trustees.

Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations.

Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.

b. Taxes The Funds intend to continue complying with the requirements of the Internal Revenue Code to qualify as regulated investment companies and to distribute substantially 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 if the cost of making the required distribution exceeds the amount of the excise tax.

As of June 30, 2015, the Trust has determined that no provision for income tax is required in the Funds’ financial statements. The Funds recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the period ended June 30, 2015, the Funds did not incur any such interest or penalties. The Funds are subject to examination by U.S. federal tax authorities and state authorities since the Funds’ inception.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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. Short Sales Short sales are transactions in which a Fund sells a security it does not own. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at or prior to the time of replacement. Until the security is replaced, the Fund is required to repay the lender any dividends or interest that accrue during the period of the loan. To borrow the security, a Fund also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale are typically retained by the broker until the short position is closed out. The value of the assets pledged as collateral on short sales executed by a Fund is required to be equal to at least 100% of the value of the securities sold short by the Fund. A Fund also incurs transaction costs in effecting short sales.

The value of the open short position is recorded as a liability and a Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position. The Fund records a realized gain or loss when the short position is closed out and the borrowed security has been returned. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest, or expenses the Fund may be required to pay in connection with a short sale.

e. 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 NYSE 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.

f. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/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 attributable to each class at the beginning of the day.

g. 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 generally apportioned among all the series in the Trust, based on relative net assets.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

h. Distributions to Shareholders Each Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Distributions to shareholders are recorded on the ex-dividend date.

i. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus 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.

j. Offering Costs Offering costs are accounted for on an accrual basis. Offering costs are expensed over a 12-month period. These costs include legal, printing, administration and other expenses associated with the initial registration of a Fund.

Note 2 Transactions with Affiliates

a. Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, each Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of The Guardian Life Insurance Company of America, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Funds, at the following annual rates:

Fund	Investment Advisory Fee Percentage
RS Focused Opportunity Fund		1.25%
RS Focused Growth Opportunity Fund		1.25%

Expense limitations have been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2016, to limit the following Funds’ total annual fund operating expenses (excluding expenses indirectly incurred by the Funds through investments in pooled investment vehicles, interest, taxes, investment-related expenses (e.g., brokerage commissions), dividend and interest expense on short sales, and extraordinary expenses) to the following rates:

Fund	Expense Limitation
	Class A		Class C		Class Y
RS Focused Opportunity Fund		1.90%		2.65%		1.65%
RS Focused Growth Opportunity Fund		1.90%		2.65%		1.65%

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

b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

compensation from the Funds for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.

c. Distribution Fees RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, serves as the principal underwriter for shares of the Funds. The Funds have entered into an agreement with RSFD 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 Trust’s Board of Trustees. Under the plan, RSFD is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of each Fund. For the period ended June 30, 2015, RSFD received distribution fees as follows:

Fund		Annual Rate		Distribution Fees
RS Focused Opportunity Fund	Class A		0.25%		$2,500
	Class C		1.00%		3,330
	Class Y		0.00%		—
RS Focused Growth Opportunity Fund	Class A		0.25%		$5,011
	Class C		1.00%		6,673
	Class Y		0.00%		—

RS Investments may perform certain services and incur certain expenses with respect to the promotion of the Funds’ shares and the servicing of shareholder accounts, which expenses are allocable to RSFD. RS Investments compensates RSFD for its services in connection with the promotion of Fund shares and reimburses RSFD for its expenses, including payments made by RSFD to third parties in respect of the promotion of Fund shares, in excess of amounts received by RSFD under the distribution plan. In addition to payments under the distribution plan, the Funds reimburse RSFD for payments RSFD makes to financial intermediaries that provide certain administrative, recordkeeping, and account maintenance services. The amount of the reimbursement is calculated in a manner reviewed by the Board of Trustees periodically. Such amounts, if any, are included in the Statement of Operations as “Transfer agent fees.”

Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) and an affiliate of GIS, distributes the Funds’ shares as a retail broker-dealer. For the period ended June 30, 2015, PAS informed the Trust it received $947,626 directly or indirectly from RSFD as continuing compensation for its services relating to its distribution of shares of all series in the Trust.

For the period ended June 30, 2015, there were no aggregate front-end sales charges for the sale of Class A shares paid to RSFD.

RSFD is entitled to retain any contingent deferred sales load (“CDSL”) imposed on certain share redemptions. For the period ended June 30, 2015, there were no CDSL charges imposed.

See Note 4b for information on ownership concentration by affiliates of the Funds.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 3 Federal Income Taxes

Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2015, 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:

Fund	Cost of Investments		Net Unrealized Appreciation on Investments		Gross Unrealized Appreciation		Gross Unrealized Depreciation
RS Focused Opportunity Fund	$	3,679,133	$	213,739	$	626,097	$	(412,358	)
RS Focused Growth Opportunity Fund		7,254,865		686,415		1,460,880		(775,465	)

Note 4 Capital Shares

a. Transactions The Funds have authorized an unlimited number of shares of beneficial interest with no par value. Transactions, including conversions and exchanges, in capital shares for the Funds were as follows:

Transaction in Capital Shares

RS Focused Opportunity Fund
	For the Period Ended 6/30/151
	Shares		Amount
Class A
Shares sold		300,000	$	3,000,000
Net increase		300,000	$	3,000,000
Class C
Shares sold		100,000	$	1,000,000
Net increase		100,000	$	1,000,000
Class Y
Shares sold		616,905	$	6,168,708
Net increase		616,905	$	6,168,708

¹  Inception date was February 27, 2015.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

RS Focused Growth Opportunity Fund
	For the Period Ended 6/30/151
	Shares		Amount
Class A
Shares sold		600,000	$	6,000,000
Net increase		600,000	$	6,000,000
Class C
Shares sold		200,000	$	2,000,000
Net increase		200,000	$	2,000,000
Class Y
Shares sold		1,216,856	$	12,168,708
Net increase		1,216,856	$	12,168,708

¹  Inception date was February 27, 2015.

b. Shareholder Concentration As of June 30, 2015, the number of shareholders and/or omnibus shareholder accounts (which are comprised of a group of individual shareholders) who owned of record 5% or more of the net assets of a Fund is summarized in the following table:

Fund	Number of Shareholders			Percentage of Net Assets
RS Focused Opportunity Fund		1	*		98.33%
RS Focused Growth Opportunity Fund		1	*		99.16%

^* The shareholder is Guardian Life.

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 period ended June 30, 2015, were as follows:

	Cost of Investments Purchased				Proceeds from Investments Sold
Fund	Other Investments		Cover Securities Sold Short		Other Investments		Securities Sold Short
RS Focused Opportunity Fund	$	10,999,727	$	2,031,826	$	2,064,401	$	7,235,549
RS Focused Growth Opportunity Fund		23,174,777		4,667,978		5,568,524		14,700,776

b. Short Sales Short sales are transactions in which a Fund sells a security it does not own. To complete such a transaction, the Funds must borrow the security to make delivery to the buyer. The Funds then are obligated to replace the security borrowed by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by the

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Funds. An increase in the value of a security sold short by the Funds over the price at which it was sold short will result in a loss to the Funds. There can be no assurance that the Funds will be able to close out the position at any particular time or at an acceptable price.

c. Industry or Sector Concentration In their normal course of business, some of the Funds may invest a significant portion of their assets in companies within a limited number of industries or sectors. As a result, these Funds may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.

d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued 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 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 Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.

Note 6 Temporary Borrowings

The Funds, with other funds managed by RS Investments, are parties to a $400 million committed revolving credit facility from State Street Bank and Trust Company, in effect through August 18, 2015, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing.

For the period ended June 30, 2015, the Funds did not borrow under the facility.

Note 7 Review for Subsequent Events

Management has evaluated subsequent events through the issuance of the Funds’ financial statements and determined that no material events have occurred that require disclosure.

Note 8 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.

36 www.rsinvestments.com

SUPPLEMENTAL INFORMATION (UNAUDITED)

Supplemental Information (unaudited)

Approval of the Investment Advisory Agreements for RS Focused Opportunity Fund and RS Focused Growth Opportunity Fund

The Board of Trustees of RS Investment Trust (the “Trust”), including all the Independent Trustees, met in person on December 2, 2014 to consider the approval of the investment advisory agreements (the “Advisory Agreements”) for RS Focused Opportunity Fund and RS Focused Growth Opportunity Fund (the “Funds”), two new series of the Trust, for the two-year period commencing on their date of execution. Before the Board meeting on December 2, 2014, the Trustees had met on November 4, 2014 with representatives of RS Investment Management Co. LLC (“RS Investments”), the proposed investment adviser of the Funds, to discuss in detail the proposed new Funds.

In their consideration of the Advisory Agreements, the Trustees considered both the information provided specifically for that purpose at their meeting and information they receive and consider throughout the year, both in connection with the general oversight of the RS Funds and in connection with the annual advisory contract renewal process for all of the RS Funds.

The Trustees were assisted in their review by the Independent Trustees’ counsel, who reviewed all of the information presented to the Trustees. The Independent Trustees met separately with their counsel in preparation for their consideration of the Advisory Agreements.

The Trustees considered the nature, extent, and quality of the services expected to be provided by RS Investments. In this regard, the Trustees took into account the membership of the new Solutions Team at RS Investments (expected to manage the Funds) and the experience and expertise of the members of the team, and the anticipated interaction between the members of that team and of other investment teams at RS Investments. They considered the investment RS Investments has made in developing the Solutions Team, including through hiring senior members of the team. The Trustees considered RS Investments’ significant responsibilities in monitoring the services to be provided by the Funds’ service providers, such as the custodian, transfer agent, fund accountant and others.

The Trustees reviewed the proposed advisory fees and expense ratios for the Funds. They compared those fees and expenses against information for a peer group of long/short equity funds for each of the Funds’ Class A shares (the “Class A Custom Peer Group”) and Class Y shares (the “Class Y Custom Peer Group”). The custom peer groups were developed by RS Investments from Morningstar’s universe of long/short equity funds, by selecting funds with total net assets between $15 million and $35 million. The Class A Custom Peer Group is comprised of Class A load-bearing funds with a 12b-1 expense. The Class Y Custom Peer Group includes institutional class funds without a 12b-1 expense. The Trustees considered that the advisory fee for each Fund was lower than both the median and the average advisory fee for the peer funds. The Trustees also considered that the net total expenses of the Funds’ Class A shares (less each Fund’s dividend/interest expense on short sales) were within one basis point of the median of the peer funds’ net total expenses, and below the peer funds’ average net total expenses. They considered that the net total expenses of the Funds’ Class Y shares (less each Fund’s dividend/interest expense on short sales) were eight basis points above the median of the peer funds’ net total expenses, but three basis points below the average.

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SUPPLEMENTAL INFORMATION (UNAUDITED)

The Trustees considered that RS Investments had begun managing a proprietary account in November 2014, with substantially the same investment strategy, restrictions, and guidelines that would apply to the RS Focused Growth Opportunity Fund. The representatives of RS Investments reported to the Trustees that, other than that account, RS Investments does not currently manage any other accounts or funds using the same investment strategies, and that, as a result, no other comparable performance or expense information was available.

The Trustees discussed with RS Investments the firm’s anticipated profitability with respect to the Funds, whether economies of scale would likely be realized as the Funds grow, and whether a reduction in the advisory fees paid by the Funds by means of breakpoints would be appropriate. Representatives of RS Investments noted that, in light of the fact that the Funds were likely to be in a start-up phase for some time and that RS Investments would likely be making a substantial investment in limiting the Funds’ expenses, it was not expected that RS Investments or its affiliates would be achieving any significant level of profitability from its advisory fees with the Funds, and that it was also not necessary to consider the implementation of breakpoints in the advisory fees.

After reviewing and considering all of the information described above, the Trustees voted unanimously to approve the Advisory Agreements, including the advisory fees proposed in connection with that approval, for the two-year period commencing on their date of execution.

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 website 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 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-766-3863.

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 most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-766-3863; (ii) on RS Investments’ website at http://www.rsinvestments.com; and (iii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

The Statement of Additional Information includes information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-766-3863.

This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

38 www.rsinvestments.com

  One Bush Street, Suite 900 San Francisco, CA 94104 PRSRT STD U.S. POSTAGE PAID RS INVESTMENTS

WWW.RSINVESTMENTS.COM // 800.766.3863   R15-1462 (06/15)

Item 2. Code of Ethics.

Not required.

Item 3. Audit Committee Financial Expert.

Not required.

Item 4. Principal Accountant Fees and Services.

Not required.

Item 5. Audit Committee of Listed registrants.

Not applicable to the registrant.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b) None.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to the registrant.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to the registrant.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to the registrant.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (as required by Item 22(b)(15) of Schedule 14A) or this Item.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, to provide reasonable assurance that the information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, based on their evaluation of these disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)	Not applicable.
(b)	Certification pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	RS Investment Trust
By (Signature and Title)*	/s/ Matthew H. Scanlan
	Matthew H. Scanlan, President
	(Principal Executive Officer)

Date: September 3, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Matthew H. Scanlan
	Matthew H. Scanlan, President
	(Principal Executive Officer)

Date: September 3, 2015

By (Signature and Title)*	/s/ Shelly Chu
	Shelly Chu, Treasurer
	(Principal Financial Officer)

Date: September 3, 2015