0001193125-15-161263 Sample Contracts

RS INVESTMENT TRUST One Bush Street San Francisco, California 94104
Investment Trust • April 30th, 2015 • Rs Investment Trust
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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2015 • Rs Investment Trust

THIS SUB-ADVISORY AGREEMENT is made as of May 1, 2015 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Park Avenue Institutional Advisers LLC, a Delaware limited liability company (“PAIA” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 9 hereof, RS Investment Trust (the “Trust”), a Massachusetts business trust.

AMENDMENT To Transfer Agency and Service Agreement between RS Investment Trust, On Behalf of Each of the Entities Listed on Schedule A, Separately and Not Jointly, and Boston Financial Data Services, Inc.
Agency and Service Agreement • April 30th, 2015 • Rs Investment Trust

This Amendment (“Amendment”), is made as of March 12, 2015 (the “Amendment Effective Date”), by and between Boston Financial Data Services, Inc., (the “Transfer Agent”) and RS Investment Trust (the “Fund”) on behalf of each of the entities listed on Schedule A separately and not jointly (each such entity, a “Portfolio”) to the Transfer Agency and Service Agreement dated March 5, 2008 (the “Agreement”).

Contract
Shareholder Information Agreement • April 30th, 2015 • Rs Investment Trust • Delaware

RS Funds Distributor LLC (“RSFD” or “we”) invites you, the undersigned broker/dealer, to become a member of the selling group that distributes shares of funds (“Shares”) for which RSFD is or may become the principal underwriter (individually referred to as a “Fund” and collectively referred to as the “Funds”) subject to the terms and conditions of this Agreement.

AMENDMENT to Transfer Agency and Service Agreement between RS Investment Trust, on behalf of Each of the Entities Listed on Schedule A, separately and not jointly (the “Funds”) and Boston Financial Data Services, Inc. (the “Transfer Agent’’)
Transfer Agency and Service Agreement • April 30th, 2015 • Rs Investment Trust

This Amendment is made as of this 6th day of February 2015 between the Funds and the Transfer Agent. The Funds and the Transfer Agent are parties to a Transfer Agency and Service Agreement dated March 5, 2008 (the “Agreement”) under which the Transfer Agent performs certain services for the Funds. In accordance with Section 17.1 (Amendment), the parties desire to amend the Agreement as set forth herein.

AMENDMENT to Transfer Agency and Service Agreement between RS Investment Trust and Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • April 30th, 2015 • Rs Investment Trust

This Amendment is made as of this 9th day of March, 2015 to the Transfer Agency and Service Agreement dated March 5, 2008 (the “Agreement”) between Boston Financial Data Services, Inc. (the “Transfer Agent”) and RS Investment Trust (the “Fund”), on behalf of each of the entities listed on Schedule A to the Agreement, separately and not jointly. In accordance with Section 17.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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