EXHIBIT (a)(ii)
AMENDMENT
to
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
of
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INVESTMENT TRUST
February 26, 1999
The undersigned, being at least a majority of the Trustees of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.