Exhibit (h)(x)
January 1, 2004
RS INVESTMENT MANAGEMENT, L.P.
RE: REVISED SUB-ADMINISTRATION AND ACCOUNTING SERVICES FEES
Dear Sir/Madam:
This revised letter (the "Letter Agreement") constitutes our agreement
with respect to compensation to be paid to PFPC Inc. ("PFPC") under the terms
of a Sub-Administration and Accounting Services Agreement dated January 1,
1999 among RS Investment Management, L.P. ("RSIM, L.P."), RS Investment Trust
("you" or the "Fund") and PFPC (the "Agreement") as amended from time to time
for services provided on behalf of each of the Fund's investment portfolios
(the "Portfolios") listed on Exhibit A to that Agreement as such Exhibit may
be amended from time to time. This Letter Agreement supercedes all previous
Letter Agreements between the parties with respect to the fees set forth
herein. Pursuant to Paragraph 12 of the Agreement, and in consideration of
the services to be provided to each Portfolio, RSIM, L.P. will pay PFPC an
annual accounting and sub-administration services fee to be calculated daily
and paid monthly as set forth below.
1. SUB-ADMINISTRATION AND ACCOUNTING SERVICES
A. Asset Based Fees:
The following fee will be calculated based upon each Portfolio's
average daily net assets and paid monthly:
For each Portfolio with assets less than $50 million, the asset based
fee will be .02% of such Portfolio's average daily net assets.
For each Portfolio with assets between $50 million and $75 million, the
asset based fee will be .045% of such Portfolio's average daily net assets.
For Portfolios with assets in excess of $75 million the
asset based fee will be as follows:
.07% of each Portfolio's first $1,616,666,667 of average daily net
assets;
.04% of each Portfolio's first $133,333,333 of average daily net assets;
and
.03% of each Portfolio's average daily net assets in excess of $1.75
billion.
B. Minimum Monthly Fee:
The minimum monthly fee shall be $5,683 for each Portfolio, exclusive of
outside pricing services fees and out-of-pocket expenses.
2. MISCELLANEOUS
RSIM, L.P. will reimburse PFPC for out-of-pocket expenses incurred on the
Fund's behalf, including, but not limited to, postage, telephone, telex,
overnight express charges, deconversion costs, costs to obtain independent
security market quotes and travel expenses incurred for Board meeting
attendance.
Any fee or out-of-pocket expenses not paid within 45 days of the date of
the original invoice will be charged a late payment fee of 1% per month until
payment of the fees are received by PFPC.
If during the next three years from the date of this revised Letter
Agreement, PFPC is removed form the Sub-Administration and Accounting
Services Agreement, PFPC will recoup 100% of the fees waived. The fee for the
period from the date hereof until the end of that year shall be prorated
according to the proportion which such period bears to the full annual period.
The parties agree that the Fund is executing this Letter Agreement on
behalf of each of the Portfolios separately; that each of the Portfolios is
acting solely on its own behalf separately from each of the other Portfolios
and not jointly or jointly and severally with any of the other Portfolios;
that this Letter Agreement shall constitute, and shall for all purposes be
construed to give effect to the intention of the parties that it constitute,
a separate Letter Agreement between PFPC, RSIM, L.P. and the Fund on behalf
of each such Portfolio separately, as if the Fund had executed this Letter
Agreement separately on behalf of such Portfolio; and that no Portfolio shall
be liable for the obligations of any other Portfolio arising hereunder.
A copy of the Agreement and Declaration of Trust of the Fund 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 fund as trustees and not individually and that the obligations of this
instrument are not binding upon any of the trustees, officers, or
shareholders of the Fund individually but are binding only upon the assets
and property of the Fund.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to
us.
Very truly yours,
PFPC INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: XXXX X. XXXXXXX
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Title: SVP
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Agreed and Accepted:
RS INVESTMENT MANAGEMENT, L.P.
By: /s/ Xxxxx Xxxxx
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Name: XXXXX XXXXX
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Title: CFO
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RS INVESTMENT TRUST, on behalf of
its several constituent Portfolios
By: /s/ Xxxxx Xxxxx
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Name: XXXXX XXXXX
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Title: CFO
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