0001104659-06-045157 Sample Contracts

RS INVESTMENT TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 3rd, 2006 • Rs Investment Trust

This INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of the ___ day of _________, 2006, by and between RS INVESTMENT TRUST, a business trust organized and existing under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of its series of shares of beneficial interest named on Schedule 1 to this Agreement, as it may be amended by the parties from time to time (each, a “Fund”), and RS INVESTMENT MANAGEMENT CO. LLC (the “Adviser”)

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SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • July 3rd, 2006 • Rs Investment Trust

THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of _________________, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Baillie Gifford Limited, a company incorporated under the Companies Act of 1985 (Scotland) (“GBG” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Investment Trust (the “Trust”), a Massachusetts business trust.

SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • July 3rd, 2006 • Rs Investment Trust

THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of , 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Investment Trust (the “Trust”), a Massachusetts business trust.

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • July 3rd, 2006 • Rs Investment Trust

THIS SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of _________________, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 12 hereof, RS Investment Trust (the “RS Trust”), a Massachusetts business trust and RS Variable Products Trust (the “VC Trust” and together with the RS Trust, the “Trusts”), a Massachusetts business trust.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 3rd, 2006 • Rs Investment Trust

THIS DISTRIBUTION AGREEMENT is entered into as of _____________, 2006 by and between RS Investment Trust, a Massachusetts business trust (the “Trust”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS”, and together with the Trust, the “Parties” and each, a “Party”).

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