March 7, 2003
RS Aggressive Growth Fund
RS Investment Trust
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
RS Emerging Growth Fund
RS Investment Trust
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement"), dated October 4, 2002, between RS Investment
Trust, a Massachusetts business trust (the "Trust"), on behalf of RS Aggressive
Growth Fund ("Target Fund"), and the Trust on behalf of RS Emerging Growth Fund
("Acquiring Fund"). The Agreement describes a proposed transaction (the
"Transaction") to occur on March 7, 2003, or such other date as may be decided
by the parties (the "Closing Date"), pursuant to which Acquiring Fund will
acquire substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund, following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections 8(e) and 9(j) of the Agreement.
Capitalized terms not defined herein are used herein as defined in the
Agreement.
Target Fund is a series of the Trust, which is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company. Shares of Target Fund are redeemable at net asset value at
each shareholder's option. Target Fund has elected to be a regulated investment
company for federal income tax purposes under Section 851 of the Internal
Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is a series of the Trust. Shares of Acquiring Fund are redeemable
at net asset value at each shareholder's option. Acquiring Fund has elected to
be a regulated investment company for federal income tax purposes under Section
851 of the Code.
For purposes of this opinion, we have considered the Agreement, the Acquired
Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein),
RS Aggressive Growth Fund 2 March 7, 2003
RS Emerging Growth Fund
and such other items as we have deemed necessary to render this opinion. In
addition, you have provided us with letters dated as of the date hereof,
representing as to certain facts, occurrences and information upon which you
have indicated that we may rely in rendering this opinion (whether or not
contained or reflected in the documents and items referred to above).
Based on the foregoing representations and assumptions and our review of the
documents and items referred to above, we are of the opinion that for federal
income tax purposes:
(i) The Transaction will constitute a reorganization within the
meaning of Section 368(a) of the Code, and Acquiring Fund and
Target Fund each will be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
(ii) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund in exchange for Acquiring
Fund Shares and the assumption by Acquiring Fund of the
liabilities of Target Fund;
(iii) The basis in the hands of Acquiring Fund of the assets of Target
Fund transferred to Acquiring Fund in the Transaction will be
the same as the basis of such assets in the hands of Target Fund
immediately prior to the transfer;
(iv) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets
were held by Target Fund;
(v) No gain or loss will be recognized by Target Fund upon the
transfer of Target Fund's assets to Acquiring Fund in exchange
for Acquiring Fund Shares and the assumption by Acquiring Fund
of the liabilities of Target Fund, or upon the distribution of
Acquiring Fund Shares by Target Fund to its shareholders in
liquidation;
(vi) No gain or loss will be recognized by Target Fund shareholders
upon the exchange of their Target Fund shares for Acquiring Fund
Shares;
(vii) The aggregate basis of Acquiring Fund Shares that a Target Fund
shareholder receives in connection with the Transaction will be
the same as the aggregate basis of his or her Target Fund shares
exchanged therefor;
(viii) A Target Fund shareholder's holding period for his or her
Acquiring Fund Shares will be determined by including the period
for which he or she held the Target Fund shares exchanged
therefor, provided that he or she held such Target Fund shares
as capital assets; and
RS Aggressive Growth Fund 3 March 7, 2003
RS Emerging Growth Fund
(ix) Acquiring Fund will succeed to and take into account the items
of Target Fund described in Section 381(c) of the Code.
Acquiring Fund will take these items into account subject to the
conditions and limitations specified in Sections 381, 382, 383,
and 384 of the Code and the Regulations thereunder.
Our opinion is based on the Code, Treasury Regulations, Internal Revenue Service
rulings, judicial decisions, and other applicable authority, all as in effect on
the date of this opinion. The legal authorities on which this opinion is based
may be changed at any time. Any such changes may be retroactively applied and
could modify the opinions expressed above.
Very truly yours,
/S/ ROPES & GRAY
Ropes & Gray
