Rs Investment Trust Sample Contracts

RS INVESTMENT TRUST SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 4th, 1999 • Robertson Stephens Investment Trust • California
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W I T N E S S E T H:
Custodian Services Agreement • March 4th, 1999 • Robertson Stephens Investment Trust
WITNESSETH:
Investment Advisory Agreement • March 4th, 1999 • Robertson Stephens Investment Trust
MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • May 9th, 2007 • Rs Investment Trust

This Agreement is made as of May 1, 2007 by and between each management investment company identified on Appendix A hereto, each such investment company acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies (each such investment company and each management investment company made subject to this Agreement in accordance with Section 21.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

January 1, 2004 RS INVESTMENT TRUST RE: REVISED SUB-ADMINISTRATION, ACCOUNTING AND CUSTODIAN SERVICES FEE WAIVER Dear Sir/Madam: PFPC Inc. agrees to waive certain fees under (i) a Sub-Administration and Accounting Services Agreement dated January 1,...
Sub-Administration and Accounting Services Agreement • March 2nd, 2004 • Rs Investment Trust

PFPC Inc. agrees to waive certain fees under (i) a Sub-Administration and Accounting Services Agreement dated January 1, 1999 among RS Investment Trust (the "Fund"), RS Investment Management, L.P. and PFPC Inc. ("PFPC"), (ii) a Sub-Administration and Accounting Services Agreement dated January 1, 1999 among the Fund, RS Investment Management, Inc. and PFPC (together, "the "Sub-Administration Agreements") and PFPC Trust Company agrees to waive certain fees under a Custodian Services Agreement dated March 1, 1999 between the Fund and PFPC Trust Company ("PFPC Trust") as follows:

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and PARK AVENUE INSTITUTIONAL ADVISERS LLC
Investment Sub-Advisory Agreement • March 17th, 2016 • Victory Portfolios • New York

AGREEMENT made effective as of the [·] day of [·], 2016, by and between Park Avenue Institutional Advisers LLC, a Delaware limited liability company (the “Sub-Adviser”), and Victory Capital Management Inc., a New York corporation (the “Adviser”), on behalf of each Fund listed on Annex A (each a “Fund”), a separate series of Victory Portfolios (the “Trust”), a Delaware statutory trust, individually and not jointly. This Agreement applies to each Fund as if it is the subject of a separate agreement.

RS INVESTMENT TRUST AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 2nd, 2007 • Rs Investment Trust

This INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of the 7th day of November, 2006, by and between RS INVESTMENT TRUST, a business trust organized and existing under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of its series of shares of beneficial interest named on Schedule 1 to this Agreement, as it may be amended by the parties from time to time (each, a “Fund”), and RS INVESTMENT MANAGEMENT CO. LLC (the “Adviser”)

SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • March 2nd, 2007 • Rs Investment Trust

THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of November 7, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Baillie Gifford Limited, a company incorporated under the Companies Act of 1985 (“GBG” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Investment Trust (the “Trust”), a Massachusetts business trust.

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 17th, 2016 • Victory Portfolios • New York

This Agreement (the “Agreement”) is made this [·] day of [·], 2016, by and between Victory Capital Management Inc., a New York corporation (“Adviser”), and SailingStone Capital Partners LLC, a Delaware limited liability company (“Sub-adviser”). The Adviser and the Sub-adviser are each referred to herein as a “Party” to this Agreement.

SUB-ADVISORY CONTRACT
Sub-Advisory Contract • November 1st, 2006 • Rs Investment Trust • New York

This agreement (the “Contract”), dated as of October 5, 2006, is between RS Investment Management Co. LLC, a Delaware limited liability company (the “Manager”), and UBS Global Asset Management (Americas) Inc., a Delaware corporation (the “Sub-Adviser”).

SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • November 1st, 2006 • Rs Investment Trust

THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of October 5, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Investment Trust (the “Trust”), a Massachusetts business trust.

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • November 1st, 2006 • Rs Investment Trust

THIS SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of October 5, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 12 hereof, RS Investment Trust (the “RS Trust”), a Massachusetts business trust and RS Variable Products Trust (the “VC Trust” and together with the RS Trust, the “Trusts”), a Massachusetts business trust.

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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.
Transfer Agency and Service Agreement • September 16th, 2008 • Rs Investment Trust • Massachusetts

THIS AGREEMENT made as of the 5th day of March 2008, by and between RS INVESTMENT TRUST, a Massachusetts business trust, having its principal office and place of business at 388 Market Street, Suite 1700, San Francisco, California, 94111 (the “Fund”), on behalf of each of the entities listed on Schedule A separately and not jointly, and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Transfer Agent”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • December 9th, 2014 • Rs Investment Trust

This AMENDMENT (the “Amendment”) is made as of June 1, 2014, to the Master Custodian Agreement dated as of May 1, 2007, as amended (the “Agreement”), by and among each management investment company identified on Appendix A thereto (each such investment company and each management investment company made subject to such Agreement in accordance with Section 21.5 thereof shall hereinafter be referred to as a “Fund”) and STATE STREET BANK AND TRUST COMPANY, as Custodian hereunder (the “Custodian”).

RS INVESTMENT TRUST One Bush Street San Francisco, California 94104
Administration Agreement • April 30th, 2015 • Rs Investment Trust
ADMINISTRATION AGREEMENT
Administration Agreement • May 9th, 2007 • Rs Investment Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of May 1, 2007, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, each such investment company acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies (each such investment company and each management investment company made subject to this Agreement in accordance with Section 1 below, shall hereinafter be referred to as a “Trust”).

FORM OF INVESTMENT ADVISORY AGREEMENT between VICTORY PORTFOLIOS and VICTORY CAPITAL MANAGEMENT INC.
Investment Advisory Agreement • March 17th, 2016 • Victory Portfolios • Delaware

AGREEMENT made as of the [·] day of [·], 2016, by and between Victory Portfolios (the “Trust”), a Delaware statutory trust which may issue one or more series of shares of beneficial interest, and Victory Capital Management Inc., a New York corporation (the “Adviser”).

ADMINISTRATION AGREEMENT
Administration Agreement • July 23rd, 2007 • Rs Investment Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of May 1, 2007, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, each such investment company acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies (each such investment company and each management investment company made subject to this Agreement in accordance with Section 1 below, shall hereinafter be referred to as a “Trust”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 1st, 2006 • Rs Investment Trust

THIS DISTRIBUTION AGREEMENT is entered into as of October 9, 2006 by and between RS Investment Trust, a Massachusetts business trust (the “Trust”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS”, and together with the Trust, the “Parties” and each, a “Party”).

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.

FORM OF ADMINISTRATION AGREEMENT
Tax Administrative Services Agreement • April 27th, 2007 • Rs Investment Trust • Massachusetts

This Tax Administrative Services Agreement (“Agreement”) dated and effective as of [ , 2007], is by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), RS Variable Products Trust, on behalf of each of its series listed on Schedule A hereto, and RS Investment Trust on behalf of each of its series listed on Schedule A hereto.

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