RS Investments Settlement Summary

Administrative Proceeding File No. 3-11696, dated October 6, 2004

On October 6, 2004, in the above-captioned matter, the Commission issued an Order instituting and simultaneously settling public administrative and cease-and-desist proceedings against the Respondents. In the Order, the Commission authorized and established a Fair Fund (the "Fair Fund"), comprised of the disgorgement and penalty paid by RS, for distribution to investors in RS mutual funds pursuant to the Distribution Plan developed by an Independent Distribution Consultant ("IDC").

The Distribution Plan provides for distribution to all eligible investors in 10 RS Funds, during the period from January 1, 2000, through December 31, 2003, their proportionate share of the Fair Fund. The affected RS Funds are: Emerging Growth, Value + Growth (now Growth), Contrarian Value (now Value), Partners, MidCap Opportunities, Internet Age (merged into RS Technology), Information Age (now RS Technology), Global Natural Resources, Diversified Growth (now Select Growth), and Smaller Company Growth

Only those investors with net losses above a certain threshold will receive checks. The aggregated Fair Fund reflects the $25 million of disgorgement and penalty paid by RS, plus any accumulated interest and monies from other Fair Fund Settlements.

Eligible investors in the affected RS Funds will receive a pro rata share of the Fair Fund, based on the amounts and timing of their investments in RS Funds during the applicable period, as calculated by the IDC, Alan C. Shapiro (Ivadelle and Theodore Johnson Professor of Banking and Finance at the Marshall School of Business, University of Southern California). The pro rata shares of the RS Fair Fund will be determined based on information contained in RS' records, as well as records obtained from third-party intermediaries. Eligible investors do not need to file claims.

On August 8, 2007, the SEC approved the Plan of Distribution described above. The approved Plan is posted on the SEC Website and can be accessed in the "Links & Related Documents" page of this website.

If you have any questions regarding this settlement, please contact the RS Investments Fund Administrator at 1-866-700-0119.