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RS INVESTMENT TRUST
DISTRIBUTION PLAN
This Plan (the "Plan") constitutes the Distribution Plan for the shares
of the various portfolio series (each a "Fund" and collectively the "Funds") of
RS Investment Trust, a Massachusetts business trust (the "Trust"), adopted
pursuant to the provisions of Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "Act"). During the effective term of this
Plan, the Trust may incur expenses primarily intended to result in the sale of
its shares upon the terms and conditions hereinafter set forth:
SECTION 1. The Trust shall pay to the distributor of its shares (the
"Distributor") a monthly fee at an annual rate not to exceed the percentage set
forth on Schedule A hereto of the average net asset value of the shares of the
Funds, as determined at the close of each business day during the month, to
compensate the Distributor for services provided and expenses incurred by it in
connection with the offering of shares, which may include, without limitation,
payments by the Distributor to investment dealers or other persons with respect
to shares. Such fees shall be payable for each month within 15 days after the
close of such month. A majority of the Qualified Trustees, as defined below,
may, from time to time, reduce the amount of any such payments, or may suspend
the operation of the Plan for such period or periods of time as they may
determine.
SECTION 2. To the extent any payments by the Fund are deemed to be
payments for the financing of any activity primarily intended to result in
the sale of shares of the Fund within the context of the Rule, then such
payments shall be deemed to have been made pursuant to the Plan. The costs
and activities, the payment of which are intended to be within the scope of
the Plan pursuant to this Section, shall include, but shall not be limited
to, costs of payments, including incentive compensation, made to the
employees of, agents for, and consultants to the Distributor or any other
broker-dealers that engage in the distribution of a Fund's shares; payments
made to, and expenses of, persons who provide support services in connection
with the distribution of a Fund's shares, including without limitation
personnel, office space and equipment, telephone facilities, processing
shareholder transactions, and any other shareholder transactions; costs
relating to the formulation and implementation of marketing and promotional
activities, including without limitation direct mail promotions and
television, radio, newspaper, magazine, and other mass media advertising;
costs of printing and distributing prospectuses, statements of additional
information, and reports of the Funds to prospective shareholders of a Fund;
costs of preparing, printing, and distributing sales literature pertaining to
a Fund; and costs involved in obtaining information, analyses, and reports
with respect to marketing and promotional activities.
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SECTION 3. THIS PLAN SHALL NOT TAKE EFFECT WITH RESPECT TO A FUND
UNTIL:
(a) it has been approved by a vote of a majority of the outstanding
shares of the Fund, if required under the Rule;
(b) it has been approved, together with any related agreements, by
votes of the majority (or whatever greater percentage may, from time to
time, be required by Section 12(b) of the Act or the rules and regulations
thereunder) of both (i) the Trustees of the Trust, and (ii) the Qualified
Trustees of the Trust, cast in person at a meeting called for the purpose
of voting on this Plan or such agreement; and
(c) the Fund has received the proceeds of the initial public offering
of its shares.
SECTION 4. This Plan shall continue in effect with respect to a Fund
for a period of more than one year after it takes effect so long as such
continuance is specifically approved at least annually in the manner provided
for approval of this Plan in Section 3(b).
SECTION 5. The Distributor shall provide to the Trustees of the
Trust, and the Trustees shall review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were
made.
SECTION 6. This Plan may be terminated with respect to a Fund at any
time by vote of a majority of the Qualified Trustees or by vote of the
majority of the outstanding shares of the Fund.
SECTION 7. All agreements with any person relating to implementation
of this Plan shall be in writing, and any agreement related to this Plan
shall provide:
(a) that such agreement may be terminated with respect to a Fund at
any time, without payment of any penalty, by vote of a majority of the
Qualified Trustees or by vote of a majority of the outstanding shares of
the Fund, on not more than 60 days written notice to any other party to
the agreement; and
(b) that such agreement shall terminate automatically in the event
of its assignment.
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SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses with respect to a Fund permitted pursuant to
Section 1 hereof without the approval of a majority of the outstanding shares
of the Fund, and all material amendments to this Plan with respect to a Fund
shall be approved in the manner provided for approval of this Plan in Section
3(b).
SECTION 9. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the term "majority of the
outstanding shares of the Fund" means the affirmative vote, at a duly called
and held meeting of shareholders of the relevant Fund, (i) of the holders of
67% or more of the shares of such 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 such Fund entitled to vote at such meeting are present
in person or by proxy, or (ii) of the holders of more than 50% of the
outstanding shares of such Fund entitled to vote at such meeting, whichever
is less, and (c) the terms "assignment" and "interested person" shall have
the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities
and Exchange Commission.
SECTION 10. 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 relevant Fund.
Restated as of December 5, 2000.
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SCHEDULE A
to the
Distribution Plan
Shares of all Funds -- 0.25%
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