EXHIBIT d(ix)
RS INVESTMENT TRUST
SUB-ADVISORY AGREEMENT
February 26, 1999
Xxxxxx Asset Management, LLC
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx XX 00000
Dear Sirs:
Under an Investment Advisory Agreement (the "Investment Advisory
Agreement") between RS Investment Trust, a Massachusetts business trust (the
"Trust"), and RS Investment Management, L.P., a California limited
partnership (the "Adviser"), the Adviser serves as investment adviser to each
of The Information Age Fund-TM- and RS Value + Growth Fund, each of which is a
series of shares of the Trust (each, a "Fund").
The Adviser hereby confirms its agreement with Xxxxxx Asset Management, LLC
(the "Sub-Adviser") and the Trust with respect to the Sub-Adviser's serving as
the sub-adviser of each Fund as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Adviser, with the approval of the Trust, hereby appoints the
Sub-Adviser to act as investment adviser to each Fund for the periods
and on the terms set forth in this Agreement, and with respect to the
assets of each Fund designated by the Adviser to the Sub-Adviser from
time to time (the "Designated Assets"). The Sub-Adviser accepts such
appointment and agrees to furnish the services herein set forth for
the compensation herein provided.
2. PORTFOLIO MANAGEMENT DUTIES
a. Subject to the supervision of the Adviser and the Trust's Board
of Trustees, the Sub-Adviser will (i) manage the Designated
Assets in accordance with each Fund's investment objective,
policies, and limitations as stated in the Trust's Prospectus and
Statement of Additional Information, as in effect from time to
time, and with any additional policies or guidelines established
from time to time by the Adviser or by the Board of Trustees of
the Trust; (ii) make investment decisions for each Fund in
respect of the Designated Assets; and (iii) place orders to
purchase and sell securities and other investments for each Fund
in respect of the Designated Assets.
b. The Sub-Adviser will keep the Trust and the Adviser informed of
developments materially affecting each Fund and shall, on the
Sub-Adviser's own initiative and as reasonably requested by the
Adviser or the Trust, furnish to the Trust and the Adviser from
time to time whatever information the Adviser or the Board of
Trustees reasonably believes appropriate for this purpose.
c. The Sub-Adviser agrees that, in the performance of the duties
required of it by this Agreement, it will comply with the
Investment Company Act of 1940, as amended (the "Act"), and all
rules and regulations thereunder, all applicable federal and
state laws and regulations, and any applicable procedures adopted
by the Trust's Board of Trustees or the Adviser and identified in
writing to the Sub-Adviser.
3. BROKERAGE
The Sub-Adviser shall determine the securities to be purchased or sold
by each Fund in respect of the Designated Assets and will place orders
pursuant to its determinations with or through such persons, brokers,
or dealers in conformity with such policies with respect to brokerage
as are set forth in the Trust's Prospectus and Statement of Additional
Information as in effect from time to time or as the Board of Trustees
may direct from time to time.
4. INFORMATION PROVIDED TO THE ADVISER AND THE TRUST
a. The Sub-Adviser shall furnish to the Adviser and to the Board of
Trustees of the Trust monthly, quarterly, and annual reports
concerning the portfolio transactions and performance of each
Fund in such form as may reasonably be requested by the Adviser
or the Board of Trustees. The Sub-Adviser shall permit all books
and records with respect to the Funds to be inspected and audited
by the Adviser and the Trust at all reasonable times during
normal business hours, upon reasonable notice.
b. The Sub-Adviser agrees that it will make available to the Adviser
and the Trust promptly upon their request copies of all of its
records with respect to each Fund to assist the Adviser and the
Trust in monitoring compliance with the Act and the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), as well as
other applicable laws. The Sub-Adviser will furnish the Trust's
Board of Trustees with respect to each Fund such periodic and
special reports as the Adviser or the Board of Trustees may
reasonably request.
c. The Sub-Adviser agrees that it will immediately notify the
Adviser and the Trust in the event that the Sub-Adviser or any of
its affiliates: (i) becomes subject to a statutory
disqualification that prevents the Sub-Adviser from serving as
investment advisor pursuant to this Agreement; or (ii) is or
expects to become the subject of an administrative proceeding or
enforcement action by the SEC or other regulatory authority. The
Sub-Adviser agrees to notify the Adviser immediately of (x) any
material fact known to the Sub-Adviser respecting or relating to
the Sub-Adviser that is not contained in the Prospectus or
Statement of Additional Information of the Trust, or any
amendment or supplement thereto, if the omission of such might
make such document misleading, or (y) any statement contained
therein relating to the Sub-Adviser that becomes untrue in any
material respect.
d. The Sub-Adviser represents that it is an investment adviser
registered under the Advisers Act and other applicable laws and
that the statements contained in the Sub-Adviser's registration
under the Advisers Act on Form ADV, as of the date hereof, are
true and correct and do not omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein not misleading. The Sub-Adviser agrees to
maintain the completeness and accuracy of its registration on
Form ADV in accordance with all legal requirements relating
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to that Form. The Sub-Adviser acknowledges that it is an
"investment adviser" to each Fund within the meaning of the Act
and the Advisers Act.
5. BOOKS AND RECORDS
The Sub-Adviser agrees that all records that it maintains in respect
of the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust copies of any such records upon the
Trust's request. The Sub-Adviser agrees to maintain and preserve for
such periods as are required by applicable law, including without
limitation Sections 31 and 32 of the Act and any rule adopted
thereunder and Rule 204-2 under the Advisers Act, any and all records
relating to the Sub-Adviser's duties hereunder.
6. COMPENSATION
The Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to
accept, as full compensation for all services furnished or provided
to each Fund hereunder and as full reimbursement for all expenses
incurred or borne by the Sub-Adviser, a fee for any period equal to
0.50 (50%) of any fees paid by the Fund in question to the Adviser
under the Investment Advisory Agreement in respect of the Designated
Assets of that Fund during that period (the "Sub-Advisory Fee"). From
time to time the Sub-Adviser may agree to reimburse the Fund
additional expenses or waive a portion or all of its fee, in the sole
discretion of the Sub-Adviser.
7. COSTS AND EXPENSES
During the term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it and its staff in connection with the
performance of its services under this Agreement, including the
payment of salaries of all officers and employees who are employed by
it, but not including expenses to be paid by the Fund or the Adviser
such as brokerage fees and commissions and custodian charges. The
Trust, on behalf of each Fund, shall assume and pay any expenses for
services rendered by a custodian for the safekeeping of such Fund's
securities or other property on behalf of such Fund, for keeping its
books of account, for any other charges of the custodian, and for
calculating the net asset values of such Fund as provided in the
Prospectus and Statement of Additional Information as in effect from
time to time. The Sub-Adviser shall not be required to pay and the
Trust (or the Adviser), on behalf of each Fund, shall assume and pay
the charges and expenses of the Fund's operations, including
compensation of the Trustees, charges and expenses of independent
auditors, of legal counsel, of any transfer or dividend disbursing
agent, and of any registrar of the Trust, costs of acquiring and
disposing of portfolio securities, interest, if any, on obligations
incurred by a Fund, costs of share certificates, membership dues in
the Investment Company Institute or any similar organization, costs of
reports and notices to shareholders, other like miscellaneous
expenses, and all taxes and fees payable to federal, state, or other
governmental agencies on account of the registration of securities
issued by the Fund, filing of trust documents, or otherwise.
8. STANDARD OF CARE
Except as may otherwise be provided by the Act or other applicable
law, neither the Sub-Adviser nor any of its officers, directors,
employees, or agents shall be subject to any liability to the Trust,
either Fund, or the Adviser for any error of judgment, any mistake of
law, or any loss arising out of any investment or other act or
omission in the course of, connected with, or arising out of any
service to
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be rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the
Sub-Adviser's duties or by reason of reckless disregard by the
Sub-Adviser of its obligations or duties hereunder.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
a. Except as may otherwise be agreed between the Adviser and the
Sub-Adviser, it is understood that the services of the
Sub-Adviser are not exclusive, and nothing in this Agreement
shall prevent the Sub-Adviser from providing similar services to
other investment companies (whether or not their investment
objectives and policies are similar to those of either Fund) or
from engaging in other activities.
b. When the Sub-Adviser recommends the purchase or sale of a
security for other investment companies and other clients, and at
the same time the Sub-Adviser recommends the purchase or sale of
the same security for a Fund, it is understood that in light of
its fiduciary duty to the Fund, such transactions will be
executed on a basis that it is fair and equitable to such Fund.
10. DURATION AND TERMINATION
a. This Agreement shall become effective on the date hereof and
shall continue for two years from that date, and thereafter
shall continue in respect of a Fund automatically for successive
annual periods, provided such continuance is specifically
approved at least annually by (i) the Trust's Board of Trustees
or (ii) a vote of a majority of that Fund's outstanding voting
securities (as defined in the Act), provided that the continuance
is also approved by a majority of the Trustees who are not
"interested persons" (as defined in the Act) of the Trust, by
vote cast in person at a meeting called for the purpose of voting
on such approval.
b. Notwithstanding the foregoing, this Agreement may be terminated
as to either Fund (i) by the Adviser, at any time without
penalty, upon 60 days written notice to the Sub-Adviser and the
Trust, (ii) at any time without penalty by the Trust, upon the
vote of a majority of the Trust's Trustees or by vote of the
majority of the outstanding voting securities of the Fund in
question, upon 60 days written notice to the Sub-Adviser and the
Adviser, or (iii) by the Sub-Adviser at any time without penalty,
upon 60 days written notice to the Adviser and the Trust.
c. This Agreement will terminate automatically in the event of its
assignment (as defined in the Act and in rules adopted under the
Act).
11. AMENDMENTS
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver, discharge, or
termination is sought, and no amendment of this Agreement shall be
effective until approved in accordance with applicable law.
12. LIMITATIONS OF LIABILITY OF TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, AND
SHAREHOLDERS OF THE TRUST
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A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts,
and notice is hereby given that this Agreement is executed on behalf
of the Trustees of the Trust as Trustees, and not individually, and
that the obligations arising out of this Agreement are not binding
upon the Trustees or holders of the Trust's shares individually but
are binding only upon the assets and property of the Fund in question.
The Sub-Adviser acknowledges that it has received notice of and
accepts the limitations of liability as set forth in the Agreement and
Declaration of Trust of the Trust. The Sub-Adviser agrees that the
Trust's obligations hereunder shall be limited to the Fund in question
and to its assets, and that the Sub-Adviser or any affiliated or
related party shall not seek satisfaction of any such obligation from
any shareholder of either Fund nor from any Trustee, officer,
employee, or agent of the Trust.
13. MISCELLANEOUS
a. This Agreement shall be governed by the laws of the State of
California, provided that nothing herein shall be construed in a
manner inconsistent with the Act, the Advisers Act, or rules or
orders of the SEC thereunder.
b. The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
c. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby and, to this
extent, the provisions of this Agreement shall be deemed to be
severable.
If the terms and conditions described above are in accordance with your
understanding, kindly indicate your acceptance of this Agreement by signing and
returning to us the enclosed copy of this Agreement.
RS INVESTMENT MANAGEMENT, L.P.
By RS Investment Management Co. LLC
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title:
RS INVESTMENT TRUST
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
Accepted:
XXXXXX ASSET MANAGEMENT, LLC
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title:
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