EXHIBIT h(i)
RS INVESTMENT TRUST
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
February 26, 1999
RS Investment Management, L.P.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Re: ADMINISTRATIVE SERVICES AGREEMENT
Dear Sirs:
RS Investment Trust, a Massachusetts business trust (the "Trust"), is
engaged in the business of an investment company. The Trust desires that you
act as administrator of the various series of shares of the Trust (each, a
"Fund") set out on Schedule A hereto, and you are willing to act as such
administrator and to perform such services under the terms and conditions
hereinafter set forth. Accordingly, the Trust, on behalf of each Fund,
agrees with you as follows:
1. DELIVERY OF FUND DOCUMENTS. The Trust has furnished you with copies
properly certified or authenticated of each of the following:
(a) the Agreement and Declaration of Trust of the Trust (the "Declaration
of Trust").
(b) the By-Laws of the Trust as in effect on the date hereof.
(c) Resolutions of the Board of Trustees of the Trust selecting you as
administrator and approving the form of this Agreement.
The Trust will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
2. ADMINISTRATIVE SERVICES. You will continuously provide business
management services to each Fund and will generally, subject to the general
oversight of the Trustees and except as provided in the next following
paragraph, manage all of the business and affairs of each Fund, subject always
to the provisions of the Trust's Declaration of Trust and By-Laws and of the
Investment Company Act of 1940, as amended (the "1940 Act"), and subject,
further, to such policies and instructions as the Board of Trustees may from
time to time establish. You shall, except as provided in the next following
paragraph, advise and assist the officers of the Trust in taking such steps as
are necessary or appropriate to carry out the decisions of the Board of Trustees
regarding the conduct of the business of each Fund.
No provision of this Agreement shall be deemed to require you at any time
to provide to any Fund or to any person with respect to any Fund investment
research, advice, or supervision, or in any way to advise any Fund or any person
acting on behalf of any Fund as to the value of securities or other investments
or as to the advisability of investing in, purchasing, or selling securities or
other investments.
3. ALLOCATION OF CHARGES AND EXPENSES. You will make available, without
expense to the Funds, the services of such of your directors, officers, and
employees as may duly be elected Trustees or officers of the Trust, subject to
their individual consent to serve and to any limitations imposed by law. You
will pay the compensation of such of your directors, officers, and employees as
may duly be elected Trustees or officers of the Trust. You will not be required
to pay any expenses of the Trust other than those specifically allocated to you
in this paragraph 3. In particular, but without limiting the generality of the
foregoing, you will not be required to pay: clerical salaries not relating to
the services described in paragraph 2 above; fees and expenses incurred by the
Trust in connection with membership in investment company organizations;
brokers' commissions; payment for portfolio pricing services to a pricing agent,
if any; legal, auditing, or accounting expenses; taxes or governmental fees; the
fees and expenses of the transfer agent of the Funds; the cost of preparing
share certificates or any other expenses, including clerical expenses, incurred
in connection with the issue, sale, underwriting, redemption, or repurchase of
shares of the Funds; the expenses of and fees for registering or qualifying
securities for sale; the fees and expenses of Trustees of the Trust who are not
affiliated with you; the cost of preparing and distributing reports and notices
to shareholders; public and investor relations expenses; or the fees or
disbursements of custodians of the Funds' assets, including expenses incurred in
the performance of any obligations enumerated by the Declaration of Trust or
By-Laws of the Trust insofar as they govern agreements with any such custodian.
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.
5. LIMITATION OF LIABILITY. You shall not be liable for any error of
judgement or mistake of law or for any loss suffered by a Fund in connection
with the matters to which this Agreement relates except a loss resulting from
willful misfeasance, bad faith, or gross negligence on your part in the
performance of your duties, or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Trust shall
be deemed, when
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acting within the scope of his or her employment by the Trust, to be acting in
such employment solely for the Trust and not as your employee or agent.
6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
remain in force until February 26, 2001 and continue from year to year
thereafter in respect of each Fund, but only so long as such continuance is
specifically approved in respect of such Fund at least annually by the vote
of a majority of the Trustees who are not interested persons of you or of the
Trust, cast in person at a meeting called for the purpose of voting on such
approval and by a vote of the Board of Trustees. This Agreement may, on 30
days notice, be terminated as to any Fund at any time without the payment of
any penalty by you, and, as to any Fund, immediately upon notice, by the
Board of Trustees or by vote of a majority of the outstanding voting
securities of that Fund. In interpreting the provisions of this Agreement,
the definitions contained in Section 2(a) of the 1940 Act, as modified by
rule 18f-2 under the Act (particularly the definitions of "interested person"
and "majority of the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission by any rule, regulation, or
order.
7. AMENDMENT OF THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged, or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge, or termination is sought, and no amendment of this Agreement shall be
effective as to any Fund until approved by the Board of Trustees, including a
majority of the Trustees who are not interested persons of you or of the Trust,
cast in person at a meeting called for the purpose of voting on such approval.
8. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract.
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Yours very truly,
RS INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxx
---------------------------
The foregoing Agreement is hereby
accepted as of the date thereof.
RS INVESTMENT MANAGEMENT, L.P.
By RS Investment Management Co. LLC
By: /s/ Xxxxxx X. Xxxxx
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SCHEDULE A
February 26, 1999
RS Diversified Growth
RS Growth & Income Fund
The Information Age Fund-TM-
RS MicroCap Growth Fund
RS Global Natural Resources Fund
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