AMENDMENT to AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of ROBERTSON STEPHENS INVESTMENT TRUST February 26, 1999

Exhibit 99.a(iii)

AMENDMENT

to

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

of

XXXXXXXXX XXXXXXXX INVESTMENT TRUST

February 26, 1999

The undersigned, being at least a majority of the Trustees of Xxxxxxxxx Xxxxxxxx Investment Trust (the “Trust”), hereby amend the Amended and Restated Agreement and Declaration of Trust of the Trust by deleting therefrom Article I, Section 1 in its entirety and replacing it with the following:

Section 1.  Name.   This Trust shall be known as RS INVESTMENT TRUST, and the Trustees shall conduct the business of the Trust under that name or any other name as they, in their sole discretion, from time to time determine.

IN WITNESS WHEREOF, the Trustees named below do hereby set their hands as of the 26th day of February 1999.

  /s/ Xxxxxxx X. Xxxxxxxx

Xxxxxxx X. Xxxxxxxx

  /s/ Xxxx X. Xxxxx, Xx.

Xxxx X. Xxxxx, Xx.

  /s/ Xxxxx X. Xxxxxxxx

Xxxxx X. Xxxxxxxx

  /s/ Xxxxxx X. Xxxxxx, Xx.

Xxxxxx X. Xxxxxx, Xx.