0001193125-14-437839 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 9th, 2014 • Rs Investment Trust • New York

This Agreement (the “Agreement”) is made this 19th day of February, 2014, by and between RS Investment Management Co. LLC, a Delaware limited liability company (“Adviser”), and SailingStone Capital Partners LLC, a Delaware limited liability company (“Sub-adviser”). The Adviser and the Sub-adviser are each referred to herein as a “Party” to this Agreement.

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AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • December 9th, 2014 • Rs Investment Trust

This AMENDMENT (the “Amendment”) is made as of June 1, 2014, to the Master Custodian Agreement dated as of May 1, 2007, as amended (the “Agreement”), by and among each management investment company identified on Appendix A thereto (each such investment company and each management investment company made subject to such Agreement in accordance with Section 21.5 thereof shall hereinafter be referred to as a “Fund”) and STATE STREET BANK AND TRUST COMPANY, as Custodian hereunder (the “Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 9th, 2014 • Rs Investment Trust

THIS DISTRIBUTION AGREEMENT is entered into as of June 1, 2014 by and between RS Investment Trust, a Massachusetts business trust (the “Trust”), and RS Funds Distributor LLC, a Delaware limited liability company (“RSFD”, and together with the Trust, the “Parties” and each, a “Party”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • December 9th, 2014 • Rs Investment Trust

This AMENDMENT (the “Amendment”) is made as of June 1, 2014, to the Administration Agreement dated as of May 1, 2007, as amended (the “Agreement”), by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”) and each management investment company identified on Schedule A thereto (each such investment company and each management investment company made subject to such Agreement in accordance with Section 1 thereof shall hereinafter be referred to as a “Trust”).

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