0001104659-06-045803 Sample Contracts

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SUB-ADVISORY CONTRACT
Sub-Advisory Contract • July 7th, 2006 • Rs Investment Trust • New York

This agreement (the “Contract”), dated as of , 2006, is between RS Investment Management Co. LLC, a Delaware limited liability company (the “Manager”), and UBS Global Asset Management (Americas) Inc., a Delaware corporation (the “Sub-Adviser”).

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