Exhibit h(ix)
AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
This Amendment (the "Amendment") is entered into as of May __, 2002 between
RS INVESTMENT TRUST (the "Trust"), and RS Investment Management, L.P. ("RSIM,
L.P.") (together, the "Parties").
WHEREAS, the Trust and RSIM, L.P. entered into an Administrative Services
Agreement (the "Agreement") on February 26, 1999, under which RSIM, L.P. agreed
to provide certain business management services to the various series of shares
of the Trust (each, a "Fund"); and
WHEREAS, the Parties amended the Agreement as of December 5, 2000 to
include the RS Money Market Fund (the "Money Market Fund") as a Fund for which
RSIM, L.P. agreed to perform business management services under the Agreement;
and
WHEREAS, the Agreement currently states that no fee or compensation is
payable by the Trust or any Fund to RSIM, L.P. for the services provided under
the Agreement; and
WHEREAS, the Parties wish to amend the Agreement to state that the Money
Market Fund will pay a monthly fee to RSIM, L.P. under the Agreement;
NOW, THEREFORE, the Parties agree as follows:
(1) Section (4) of the Agreement is hereby deleted in its entirety and replaced
with the following:
"4. COMPENSATION. No fee or compensation is payable to you by the Funds
under this Agreement for the services performed or the facilities furnished or
expenses assumed by you, except that the RS Money Market Fund will pay a monthly
fee to you as full compensation for your services under this Agreement at an
annual rate of 0.25% of that Fund's average daily net assets."
(2) EFFECTIVENESS. (a) This Amendment shall become effective on the date first
set forth above.
(b) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of the
Amendment and all of the other provisions of the Agreement shall remain in full
force and effect.
(3) Miscellaneous.
(a) ENTIRE AGREEMENT. This Amendment constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings (except as otherwise provided herein)
with respect thereto.
(b) GOVERNING LAW. This Amendment will be governed by and construed in
accordance with the laws of the State of California (without reference to choice
of law doctrine).
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 instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations of or arising
out of this instrument are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Trust.
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IN WITNESS WHEREOF, the parties have executed and delivered this document
as of the date specified on the first page hereof.
RS INVESTMENT TRUST
By_______________________________
Name:
Title:
RS INVESTMENT MANAGEMENT, L.P.
By_______________________________
Name:
Title:
