RS INVESTMENT TRUST
DISTRIBUTION AGREEMENT
This Distribution Agreement is entered into as of January , 2000 by
and between RS INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), and PFPC DISTRIBUTORS, INC., a Delaware corporation ("PDI").
WHEREAS, the Trust and PDI are desirous of entering into an agreement
providing for the distribution by PDI of shares of beneficial interest
("shares") of each of the series (each, a "Fund") of the Trust;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Trust hereby appoints PDI as a distributor of shares of each of the
Funds, and PDI hereby accepts such appointment, all as set forth below:
1. RESERVATION OF RIGHT NOT TO SELL. The Trust reserves the
right to refuse at any time or times to sell any of its shares hereunder for any
reason.
2. PAYMENTS TO PDI. In connection with the distribution of shares of a
Fund, PDI will be entitled to receive: (a) payments pursuant to any Distribution
Plan from time to time in effect in respect of such Fund or any particular class
of shares of such Fund, as determined by the Board of Trustees of the Trust, (b)
any contingent deferred sales charges applicable to the redemption of shares of
such Fund or of any particular class of shares of such Fund, determined in the
manner set forth in the then current Prospectus and Statement of Additional
Information of such Fund, and (c) subject to the provisions of Section 3 below,
any front-end sales charges applicable to the sale of shares of such Fund or of
any particular class of shares of such Fund, less any applicable dealer
discount.
3. SERVICES TO BE PROVIDED BY PDI; SALES OF SHARES TO PDI AND SALES BY
PDI. PDI will provide general sales and distribution services in respect of the
shares of the Funds, including without limitation reviewing advertising and
sales literature and filing such advertising and sales literature with
appropriate regulatory authorities, preparing reports to the officers and
Trustees of the Trust in respect of the distribution of the Funds' shares,
performing internal audit examinations related to the distribution functions
performed by PDI (the scope and timing of such examinations to be as determined
from time to time by the officers of the Trust and PDI), and providing such
other services as are customarily provided by the principal underwriter and
distributor for an open-end investment company, subject in each case to such
instructions or guidelines as may be specified by the Trustees or officers of
the Trust from time to time.
PDI will have the right, as principal, to purchase shares from a Fund
at their net asset value and to sell such shares to investment dealers or the
public against orders therefor (a) at the public offering price (calculated as
described below) less a discount determined by PDI, which discount shall not
exceed the amount of the maximum sales charge permitted under applicable law, or
(b) at net asset value, in each case as provided in the current Prospectus and
Statement of Additional Information relating to such shares. Upon receipt of an
order to purchase shares from an investment dealer with whom PDI has a sales
contract, PDI will promptly fill such order. The public offering price of a
class of shares of a Fund shall be the net asset value of such shares then in
effect, plus any applicable front-end sales charge determined in the manner set
forth in the then current Prospectus and Statement of Additional Information
relating to such shares or as permitted by the Investment Company Act of 1940,
as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder. The net asset value of the shares shall be
determined in the manner provided in the Agreement and Declaration of Trust of
the Trust as then amended and when determined shall be applicable to
transactions as provided for in the then current Prospectus and Statement of
Additional Information relating to such shares.
PDI will also have the right, as principal, to sell shares otherwise
subject to a front-end sales charge or a contingent deferred sales charge not
subject to such a sales charge to such persons as may be approved by the Board
of Trustees of the Trust, all such sales to comply with the provisions of the
Investment Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Upon receipt of registration instructions in proper form and payment
for shares, PDI will transmit such instructions to the Trust or its agent for
registration of the shares purchased.
On every sale the Trust shall receive the applicable net asset value of
the shares. The net asset value of the shares of any class shall be determined
in the manner provided in the Agreement and Declaration of Trust of the Trust as
then amended and when determined shall be applicable to transactions as provided
for in the then current Prospectus and Statement of Additional Information
relating to such shares.
4. SALES OF SHARES BY THE TRUST. The Trust reserves the right to issue
shares at any time directly to its shareholders as a stock dividend or stock
split and to sell shares to its shareholders or to other persons at not less
than net asset value.
5. REPURCHASE OF SHARES. PDI will act as agent for the Trust in
connection with the repurchase of shares of the various Funds by the Trust upon
the terms and conditions set forth in a then current Prospectus and Statement of
Additional Information relating to such shares.
6. BASIS OF PURCHASES AND SALES OF SHARES. PDI will use its best
efforts to place shares sold by it on an investment basis. PDI does not agree to
sell any
specific number of shares. Shares will be sold by PDI only against orders
therefor. PDI will not purchase shares from anyone other than the Trust
except in accordance with Section 5, and will not take "long" or "short"
positions in shares contrary to the Agreement and Declaration of Trust of the
Trust.
7. RULES OF NASD, ETC. PDI will conform to the Rules of the National
Association of Securities Dealers, Inc. and the sale of securities laws of any
jurisdiction in which it sells, directly or indirectly, any shares. PDI also
agrees to furnish to the Trust sufficient copies of any agreements or plans it
intends to use in connection with any sales of shares in adequate time for the
Trust to file and clear them with the proper authorities before they are put in
use, and not to use them until so filed and cleared.
8. PDI INDEPENDENT CONTRACTOR. PDI shall be an independent contractor,
and neither PDI nor any of its officers or employees, as such, is or shall be an
employee of the Trust. PDI is responsible for its own conduct and the
employment, control, and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. PDI
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employer taxes thereunder. PDI will maintain at
its own expense insurance against public liability in such an amount as required
by the conduct rules or other rules or requirements of the National Association
of Securities Dealers, Inc. or other applicable law, rule or regulation.
9. EXPENSES. PDI will pay all of its own expenses in performing
its obligations hereunder.
10. INDEMNIFICATION OF TRUST. PDI agrees to indemnify and hold harmless
the Trust and each person who has been, is, or may hereafter be a Trustee,
officer, or employee of the Trust against expenses reasonably incurred by any of
them in connection with any claim or in connection with any action, suit, or
proceeding to which any of them may be a party, which arises out of or is
alleged to arise out of any misrepresentation or omission to state a material
fact, or out of any alleged misrepresentation or omission to state a material
fact, on the part of PDI or any agent or employee of PDI or any other person for
whose acts PDI is responsible or is alleged to be responsible unless such
misrepresentation or omission was made in reliance upon written information
furnished to PDI by the Trust. PDI agrees likewise to indemnify and hold
harmless the Trust and each such person in connection with any claim or in
connection with any action, suit, or proceeding which arises out of or is
alleged to arise out of PDI's breach of this Agreement, gross negligence, or
reckless disregard of its duties. The term "expenses" includes amounts paid in
satisfaction of judgments or in settlements which are made with PDI's consent.
The foregoing rights of indemnification shall be in addition to any other rights
to which the Trust or any such person may be entitled as a matter of law.
11. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.
This Agreement shall automatically terminate, without the payment of any
penalty, in the event of its assignment. This Agreement may be amended
only if such amendment be approved either by action of the Board of Trustees
of the Trust or at a meeting of the shareholders of the affected Fund or
Funds by the affirmative vote of a majority of the outstanding shares of such
Fund or Funds, and by a majority of the Trustees of the Trust who are not
interested persons of the Trust or of PDI by vote cast in person at a meeting
called for the purpose of voting on such approval.
12. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement
shall take effect upon the date first above written and shall remain in full
force and effect continuously (unless terminated automatically as set forth in
Section 11) until terminated in respect of any Fund or Funds:
(a) Either by the Trust or PDI by not more than sixty (60) days nor
less than ten (10) days written notice delivered or mailed by
registered mail, postage prepaid, to the other party; or
(b) If the continuance of the Agreement after December 31, 2001 is not
specifically approved at least annually by the Board of Trustees of the
Trust or the shareholders of the affected Fund or Funds by the
affirmative vote of a majority of the outstanding shares of the
affected Fund or Funds, and by a majority of the Trustees of the Trust
who are not interested persons of the Trust or of PDI by vote cast in
person at a meeting called for the purpose of voting on such approval.
Action by the Trust or any Fund under (a) above may be taken either (i)
by vote of the Board of Trustees or (ii) by the affirmative vote of a majority
of the outstanding shares of the Trust or the affected Fund or Funds. The
requirement under (b) above that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.
Termination of this Agreement pursuant to this Section 12 shall be
without the payment of any penalty.
13. CERTAIN DEFINITIONS. For purposes of this Agreement, the
"affirmative vote of a majority of the outstanding shares" of the Trust or a
Fund means the affirmative vote, at a duly called and held meeting of
shareholders of the Trust or the Fund, as the case may be, (a) of the holders of
67% or more of the shares of the Trust or the Fund present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more than 50% of
the outstanding shares of the Trust or the Fund entitled to vote at such meeting
are present in person or by proxy, or (b) of the holders of more than 50% of the
outstanding shares of the Trust or the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of the Agreement, the terms "interested person" and
"assignment" shall have the meanings defined in the Investment Company Act of
1940, subject, however, to such exemptions as may be granted by the Securities
and Exchange Commission under said Act.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees,
officers, or shareholders individually but are binding only upon the assets and
property of the Trust.
IN WITNESS WHEREOF, each of RS INVESTMENT TRUST and PFPC DISTRIBUTORS, INC.
has caused this Distribution Agreement to be signed in duplicate in its
behalf, as of the day and year first above written.
RS INVESTMENT TRUST