0001193125-08-043840 Sample Contracts

AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

Sub-Advisory, Sub-Administration and Accounting Services Agreement • February 29th, 2008 • Rs Investment Trust

• Contract Type
  Sub-Advisory, Sub-Administration and Accounting Services Agreement
• Filed
  February 29th, 2008
• Company
  Rs Investment Trust

This Amendment to Sub-Advisory, Sub-Administration and Accounting Services Agreement is made and entered into as of October 1, 2007, by and between RS INVESTMENT MANAGEMENT CO. LLC (“RS”) and GUARDIAN INVESTOR SERVICES LLC (“GIS”).

RS investmentS July 31, 2007 State Street Bank and Trust Company

Administration Agreement • February 29th, 2008 • Rs Investment Trust

• Contract Type
  Administration Agreement
• Filed
  February 29th, 2008
• Company
  Rs Investment Trust

Reference is made to the Administration Agreement between us dated as of May 1, 2007 (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of additional funds, namely the RS Equity Dividend Fund and RS Equity Dividend VIP Series (each, an “Additional Fund”).

AMENDMENT TO DISTRIBUTION AGREEMENT

Distribution Agreement • February 29th, 2008 • Rs Investment Trust

• Contract Type
  Distribution Agreement
• Filed
  February 29th, 2008
• Company
  Rs Investment Trust

RS INVESTMENT TRUST {the “Trust”) and GUARDIAN INVESTOR SERVICES LLC (“GIS,” and together with the Trust, the “Parties”) have entered into a Distribution Agreement dated October 9, 2006, (the “Agreement”) pursuant to which GIS distributes the shares of beneficial interest of each share class established from time to time (“Shares”) of each of the series listed on Annex A of the Agreement (each, a Portfolio”) and performs such other services as described in the Agreement.