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

AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND

ACCOUNTING SERVICES AGREEMENT

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”).

WHEREAS, RS, GIS, and RS Investment Trust (solely with respect to Section 13 of the Agreement) have entered into a Sub-Advisory, Sub-Administration and Accounting Services Agreement dated October 5, 2006 (the “Agreement”), pursuant to which GIS renders advice and services to the series of the Trust listed on Annex A to the Agreement and performs such other services as described in the Agreement; and

WHEREAS, RS and GIS wish to amend Annex A to the Agreement;

NOW THEREFORE, the parties for and in consideration of the premises and mutual agreements contained herein, hereby agree as follows:

1. Annex A to the Agreement shall be, and hereby is, amended and restated in its entirety as set forth on Annex A attached hereto, to reflect that, effective October 1, 2007, the sub-advisory fee paid by RS to GIS with respect to RS Money Market Fund is paid at an annual rate of 0.4275% of the Fund’s average daily net assets.

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed in its name and on its behalf by its duly authorized officer as of this 1^st day of October, 2007.

 

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ANNEX A - Covered Portfolios / Fee Schedule (revised as of October 1, 2007)

 

Portfolio		Annual Fee Rate
RS Asset Allocation Fund		0.4750	%
RS S&P 500 Index Fund		0.2375	%
RS Investment Quality Bond Fund		0.4750	%
RS Low Duration Bond Fund		0.4275	%
RS High Yield Bond Fund		0.5700	%
RS Tax-Exempt Fund		0.4750	%
RS Money Market Fund		0.4275	%