Exhibit (h)(xi)
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, 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:
FOR PORTFOLIOS EXISTING AS OF DECEMBER 1, 1999
For accounting services, PFPC will waive 100% of its minimum monthly fee,
excluding out-of-pocket expenses.
For domestic custodian services, PFPC Trust will waive 100% of its
minimum monthly fee, excluding transaction and out-of-pocket expenses.
FOR PORTFOLIOS THAT COMMENCE OPERATIONS AFTER DECEMBER 1, 1999
PFPC agrees to waive 100% of its sub-administration and accounting asset
based and minimum fees on the first $75 million in net assets, excluding
out-of-pocket.
PFPC Trust will waive 100% of its asset based and minimum fees on any
such Portfolio with gross assets less than $75 million, excluding transaction
and out-of-pocket expenses.
This waiver letter supercedes all previous waiver letters with regard to
the fees set forth herein.
Very truly yours,
PFPC INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: SVP
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PFPC TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇
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Title: Vice President
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Agreed and Accepted:
RS INVESTMENT TRUST
on behalf of its several constituent Portfolios
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: CFO
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RS INVESTMENT MANAGEMENT, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: CFO
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RS INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: CFO
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