Exhibit 99.B(17)
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
| EASY VOTING OPTIONS: | |
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| VOTE ON THE INTERNET Log on to: www.proxy-direct.com/rsi or scan the QR code Follow the on-screen instructions available 24 hours | |
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| VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours | |
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| VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope | |
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| VOTE IN PERSON Attend Shareholder Meeting One Bush Street, Suite 900 San Francisco, CA 94104 on May 19, 2016 |
Please detach at perforation before mailing.
PROXY | PROXY SOLICITED BY THE BOARD OF TRUSTEES | PROXY |
OF RS INVESTMENT TRUST
FOR MEETINGS OF SHAREHOLDERS
MAY 19, 2016
The undersigned hereby appoints Nina Gupta, Marianne Clark, and Jessica Hale, and each of them separately, proxies, with power of substitution to each, and hereby authorizes them to represent and to vote, as designated below, at the Meetings of Shareholders, to be held on May 19, 2016, at 9:00 a.m., Pacific Time, at the offices of RS Investment Management Co. LLC at One Bush Street, Suite 900, San Francisco, CA 94104, and at any adjournments thereof, all of the shares of each series of RS Investment Trust which the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL(S).
| VOTE VIA THE INTERNET: www.proxy-direct.com/rsi |
| VOTE VIA THE TELEPHONE: 1-800-337-3503 |
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Note: Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you are signing for a corporation, please sign the full corporate name and indicate the signer’s office. If you are a partner, sign in the partnership name. | |
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| Signature | |
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| Signature (if held jointly) | |
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| Date | 27560_031516 |
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meetings to Be Held on May 19, 2016
The Proxy Statement and Proxy Card for these meetings are available free of charge at:
https://www.proxy-direct.com/rsi-27560
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
FUNDS | FUNDS | FUNDS |
RS Focused Growth Opportunity Fund | RS Focused Opportunity Fund | RS Growth Fund |
RS Mid Cap Growth Fund | RS Select Growth Fund | RS Small Cap Equity Fund |
RS Small Cap Growth Fund | RS Technology Fund | RS Investors Fund |
RS Large Cap Alpha Fund | RS Partners Fund | RS Value Fund |
RS Global Fund |
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Please detach at perforation before mailing.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETINGS. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE “FOR” THE AGREEMENT AND PLAN OF REORGANIZATION FOR EACH ACQUIRED FUND.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: |
1. To approve the Agreement and Plan of Reorganization by and among RS Investment Trust, on behalf of the Acquired Fund, Victory Portfolios, on behalf of the corresponding Acquiring Fund, RS Investment Management Co. LLC , and Victory Capital Management Inc.
ACQUIRED FUND | ACQUIRING FUND |
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| FOR | AGAINST | ABSTAIN |
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01 RS Focused Growth Opportunity Fund | Victory RS Focused Growth Opportunity Fund | o | o | o |
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02 RS Focused Opportunity Fund | Victory RS Focused Opportunity Fund | o | o | o |
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03 RS Growth Fund | Victory RS Growth Fund | o | o | o |
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04 RS Mid Cap Growth Fund | Victory RS Mid Cap Growth Fund | o | o | o |
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05 RS Select Growth Fund | Victory RS Select Growth Fund | o | o | o |
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06 RS Small Cap Equity Fund | Victory RS Small Cap Equity Fund | o | o | o |
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07 RS Small Cap Growth Fund | Victory RS Small Cap Growth Fund | o | o | o |
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08 RS Technology Fund | Victory RS Science and Technology Fund | o | o | o |
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09 RS Investors Fund | Victory RS Investors Fund | o | o | o |
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10 RS Large Cap Alpha Fund | Victory RS Large Cap Alpha Fund | o | o | o |
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11 RS Partners Fund | Victory RS Partners Fund | o | o | o |
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12 RS Value Fund | Victory RS Value Fund | o | o | o |
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13 RS Global Fund | Victory RS Global Fund | o | o | o |
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2. To approve the adoption of a fundamental investment policy to operate the Acquiring Fund as a “non-diversified” fund under the Investment Company Act of 1940. (Only shareholders of RS Investors Fund and RS Global Natural Resources Fund will vote on this Proposal.)
| FOR | AGAINST | ABSTAIN |
RS Investors Fund | o | o | o |
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
27560_031516
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
| EASY VOTING OPTIONS: | |
|
|
|
| VOTE ON THE INTERNET Log on to: www.proxy-direct.com/rsi or scan the QR code Follow the on-screen instructions available 24 hours | |
|
|
|
| VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours | |
|
|
|
| VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope | |
|
|
|
| VOTE IN PERSON Attend Shareholder Meeting One Bush Street, Suite 900 San Francisco, CA 94104 on May 19, 2016 |
Please detach at perforation before mailing.
PROXY | PROXY SOLICITED BY THE BOARD OF TRUSTEES | PROXY |
OF RS INVESTMENT TRUST
FOR MEETINGS OF SHAREHOLDERS
MAY 19, 2016
The undersigned hereby appoints Nina Gupta, Marianne Clark, and Jessica Hale, and each of them separately, proxies, with power of substitution to each, and hereby authorizes them to represent and to vote, as designated below, at the Meetings of Shareholders, to be held on May 19, 2016, at 9:00 a.m., Pacific Time, at the offices of RS Investment Management Co. LLC at One Bush Street, Suite 900, San Francisco, CA 94104, and at any adjournments thereof, all of the shares of each series of RS Investment Trust which the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL(S).
| VOTE VIA THE INTERNET: www.proxy-direct.com/rsi |
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| VOTE VIA THE TELEPHONE: 1-800-337-3503 |
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Note: Please sign your name exactly as it appears on this card. If you are a joint owner, each owner should sign. When signing as executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you are signing for a corporation, please sign the full corporate name and indicate the signer’s office. If you are a partner, sign in the partnership name. |
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| Signature | |||||
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| Signature (if held jointly) | |||||
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| Date | 27560_031516 | ||||
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meetings to Be Held on May 19, 2016
The Proxy Statement and Proxy Card for these meetings are available free of charge at:
https://www.proxy-direct.com/rsi-27560
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
FUNDS | FUNDS | FUNDS |
RS International Fund | RS China Fund | RS Emerging Markets Fund |
RS Emerging Markets Small Cap Fund | RS Global Natural Resources Fund | RS Investment Quality Bond Fund |
RS Low Duration Bond Fund | RS High Yield Fund | RS Tax-Exempt Fund |
RS High Income Municipal Bond Fund | RS Floating Rate Fund | RS Strategic Income Fund |
Please detach at perforation before mailing.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETINGS. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE “FOR” THE AGREEMENT AND PLAN OF REORGANIZATION FOR EACH ACQUIRED FUND.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: |
1. To approve the Agreement and Plan of Reorganization by and among RS Investment Trust, on behalf of the Acquired Fund, Victory Portfolios, on behalf of the corresponding Acquiring Fund, RS Investment Management Co. LLC , and Victory Capital Management Inc.
ACQUIRED FUND | ACQUIRING FUND |
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| FOR | AGAINST | ABSTAIN |
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01 RS International Fund | Victory RS International Fund | o | o | o |
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02 RS China Fund | Victory RS China Fund | o | o | o |
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03 RS Emerging Markets Fund | Victory RS Emerging Markets Fund | o | o | o |
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04 RS Emerging Markets Small Cap Fund | Victory RS Emerging Markets Small Cap Fund | o | o | o |
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05 RS Global Natural Resources Fund | Victory Global Natural Resources Fund | o | o | o |
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06 RS Investment Quality Bond Fund | Victory INCORE Investment Quality Bond Fund | o | o | o |
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07 RS Low Duration Bond Fund | Victory INCORE Low Duration Bond Fund | o | o | o |
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08 RS High Yield Fund | Victory High Yield Fund | o | o | o |
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09 RS Tax-Exempt Fund | Victory Tax-Exempt Fund | o | o | o |
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10 RS High Income Municipal Bond Fund | Victory High Income Municipal Bond Fund | o | o | o |
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11 RS Floating Rate Fund | Victory Floating Rate Fund | o | o | o |
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12 RS Strategic Income Fund | Victory Strategic Income Fund | o | o | o |
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2. To approve the adoption of a fundamental investment policy to operate the Acquiring Fund as a “non-diversified” fund under the Investment Company Act of 1940. (Only shareholders of RS Investors Fund and RS Global Natural Resources Fund will vote on this Proposal.)
| FOR | AGAINST | ABSTAIN |
RS Global Natural Resources Fund | o | o | o |
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
27560_031516