MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • May 9th, 2007 • RS Variable Products Trust
This Agreement is made as of May 1, 2007 by and between each management investment company identified on Appendix A hereto, each such investment company acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies (each such investment company and each management investment company made subject to this Agreement in accordance with Section 21.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
PARTICIPATION AGREEMENT AMONG RS VARIABLE PRODUCTS TRUST, RS INVESTMENT MANAGEMENT CO. LLC, RS FUNDS DISTRIBUTOR LLC, AND THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Participation Agreement • April 30th, 2015 • Rs Variable Products Trust • New York
THIS PARTICIPATION AGREEMENT is made and entered into this , by and among RS VARIABLE PRODUCTS TRUST, a Massachusetts business trust (the “Trust”); RS INVESTMENT MANAGEMENT CO. LLC, a Delaware limited liability company (the “Adviser”); for purposes of Sections 2.5 and 5.1 and Article VIII only, RS FUNDS DISTRIBUTOR LLC, a Delaware limited liability company (“RSFD”); and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC., a Delaware corporation (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”).
FORM OF INVESTMENT ADVISORY AGREEMENT between VICTORY VARIABLE INSURANCE FUNDS and VICTORY CAPITAL MANAGEMENT INC.Investment Advisory Agreement • March 17th, 2016 • Victory Variable Insurance Funds • Delaware
AGREEMENT made as of the [•] day of [•], 2016, by and between Victory Variable Insurance Funds (the “Trust”), a Delaware statutory trust which may issue one or more series of shares of beneficial interest, and Victory Capital Management Inc., a New York corporation (the “Adviser”).
PARTICIPATION AGREEMENT AMONG RS VARIABLE PRODUCTS TRUST, RS INVESTMENT MANAGEMENT CO. LLC, GUARDIAN INVESTOR SERVICES LLC, AND THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Participation Agreement • February 29th, 2008 • RS Variable Products Trust • New York
THIS PARTICIPATION AGREEMENT is made and entered into this 31 day of July, 2007, by and among RS VARIABLE PRODUCTS TRUST, a Massachusetts business trust (the “Trust”), RS INVESTMENT MANAGEMENT CO. LLC, a Delaware limited liability company (the “Adviser”), for purposes of Sections 2.5 and 5.1 only, GUARDIAN INVESTOR SERVICES LLC, a Delaware limited liability company (“GIS”), and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC., a Delaware corporation (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”).
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and PARK AVENUE INSTITUTIONAL ADVISERS LLCInvestment Sub-Advisory Agreement • March 17th, 2016 • Victory Variable Insurance Funds • New York
AGREEMENT made effective as of the [•] day of [•], 2016, by and between Park Avenue Institutional Advisers LLC, a Delaware limited liability company (the “Sub-Adviser”), and Victory Capital Management Inc., a New York corporation (the “Adviser”), on behalf of each Fund listed on Annex A (each a “Fund”), a separate series of Victory Variable Insurance Funds (the “Trust”), a Delaware statutory trust, individually and not jointly. This Agreement applies to each Fund as if it is the subject of a separate agreement.
AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • June 30th, 2006 • RS Variable Products Trust • Massachusetts
WHEREAS, the Trustees desire and have agreed to manage all property coming into their hands as trustees of a Massachusetts business trust in accordance with the provisions hereinafter set forth;
SUB-SUB-INVESTMENT ADVISORY AGREEMENT between GUARDIAN BAILLIE GIFFORD LIMITED, incorporated under the Companies Acts and having its Registered Office at Calton Square, 1 Greenside Row, Edinburgh EH1 3AN (hereinafter called “the Company”) OF THE ONE...Sub-Sub-Investment Advisory Agreement • February 14th, 2007 • RS Variable Products Trust
herein in the manner set forth and in the terms and conditions set forth in a separate Sub-Advisory Agreement (as defined below) of even date herewith.
RS VARIABLE PRODUCTS TRUST INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 14th, 2007 • RS Variable Products Trust
This INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of the 7th day of November, 2006, by and between RS VARIABLE PRODUCTS TRUST, a business trust organized and existing under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of its series of shares of beneficial interest named on Schedule 1 to this Agreement, as it may be amended by the parties from time to time (each, a “Fund”), and RS INVESTMENT MANAGEMENT CO. LLC (the “Adviser”)
SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTSub-Advisory, Sub-Administration and Accounting Services Agreement • February 14th, 2007 • RS Variable Products Trust
THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of November 7, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Baillie Gifford Limited, a company incorporated under the Companies Act of 1985 (“GBG” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Variable Products Trust (the “Trust”), a Massachusetts business trust.
SUB-ADVISORY CONTRACTSub-Advisory Contract • February 14th, 2007 • RS Variable Products Trust • New York
This agreement (the “Contract”), dated as of October 5, 2006, is between RS Investment Management Co. LLC, a Delaware limited liability company (the “Manager”), and UBS Global Asset Management (Americas) Inc., a Delaware corporation (the “Sub-Adviser”).
SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTSub-Advisory, Sub-Administration and Accounting Services Agreement • February 14th, 2007 • RS Variable Products Trust
THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of October 5, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Variable Products Trust (the “Trust”), a Massachusetts business trust.
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTSub-Administration and Accounting Services Agreement • February 14th, 2007 • RS Variable Products Trust
THIS SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of October 5, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 12 hereof, RS Investment Trust (the “RS Trust”), a Massachusetts business trust and RS Variable Products Trust (the “VC Trust” and together with the RS Trust, the “Trusts”), a Massachusetts business trust.
Each series of RS Variable Products Trust (the "Trust") was reorganized into newly created corresponding series of Victory Variable Insurance Funds, a registered investment company, effective July 29, 2016, following approval by the shareholders and...Agreement and Plan of Reorganization • September 21st, 2016 • Rs Variable Products Trust • Delaware
TRANSFER AGENCY AND SERVICE AGREEMENT Between THE GUARDIAN STOCK FUND, INC. And STATE STREET BANK AND TRUST COMPANYTransfer Agency and Service Agreement • February 14th, 2007 • RS Variable Products Trust • Massachusetts
AGREEMENT made as of the 2nd day of January, 1987, by and between THE GUARDIAN STOCK FUND, INC., a Maryland corporation, having its principal office and place of business at 201 Park Avenue South, New York, New York 10003 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).
AMENDMENT TO MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • April 30th, 2015 • Rs Variable Products Trust
This AMENDMENT (the “Amendment”) is made as of June 1, 2014, to the Master Custodian Agreement dated as of May 1, 2007, as amended (the “Agreement”), by and among each management investment company identified on Appendix A thereto (each such investment company and each management investment company made subject to such Agreement in accordance with Section 21.5 thereof shall hereinafter be referred to as a “Fund”) and STATE STREET BANK AND TRUST COMPANY, as Custodian hereunder (the “Custodian”).
AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTSub-Advisory, Sub-Administration and Accounting Services Agreement • May 1st, 2008 • RS Variable Products Trust
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”).
ADMINISTRATION AGREEMENTAdministration Agreement • May 9th, 2007 • RS Variable Products Trust • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of May 1, 2007, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, each such investment company acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies (each such investment company and each management investment company made subject to this Agreement in accordance with Section 1 below, shall hereinafter be referred to as a “Trust”).
ADMINISTRATION AGREEMENTAdministration Agreement • July 23rd, 2007 • RS Variable Products Trust • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of May 1, 2007, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, each such investment company acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies (each such investment company and each management investment company made subject to this Agreement in accordance with Section 1 below, shall hereinafter be referred to as a “Trust”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 30th, 2015 • Rs Variable Products Trust
THIS SUB-ADVISORY AGREEMENT is made as of May 1, 2015 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Park Avenue Institutional Advisers LLC, a Delaware limited liability company (“PAIA” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 9 hereof, RS Variable Products Trust (the “Trust”), a Massachusetts business trust.
FORM OF ADMINISTRATION AGREEMENTTax Administrative Services Agreement • April 30th, 2007 • RS Variable Products Trust • Massachusetts
This Tax Administrative Services Agreement (“Agreement”) dated and effective as of [ , 2007], is by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), RS Variable Products Trust, on behalf of each of its series listed on Schedule A hereto, and RS Investment Trust on behalf of each of its series listed on Schedule A hereto.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 8th, 2009 • RS Variable Products Trust • Massachusetts
This Agreement and Plan of Reorganization (the “Agreement”) is made as of October 13, 2009, by and between RS Variable Products Trust, a Massachusetts business trust (the “Trust”), on behalf of its RS Large Cap Alpha VIP Series (the “Acquiring Fund”), and on behalf of its RS Large Cap Value VIP Series (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds,” and each a “Fund”). The capitalized terms used herein shall have the meanings ascribed to them in this Agreement.
FORM OF NOVATION AGREEMENTNovation Agreement • March 17th, 2016 • Victory Variable Insurance Funds • Massachusetts
This Agreement, dated as of [·], 2016, is entered into by and among State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), each RS management investment company identified on Appendix A hereto (each, an “RS Fund”), and each Victory registered investment company identified on Appendix A hereto (each, a “Victory Fund”), and is to become effective as of [·], 2016 (the “Effective Date”).
ADMINISTRATION AGREEMENT FORM OF AMENDED SCHEDULE A Listing of Fund(s) and Classes of SharesAdministration Agreement • July 23rd, 2007 • RS Variable Products Trust
PARTICIPATION AGREEMENT AMONG RS VARIABLE PRODUCTS TRUST, RS INVESTMENT MANAGEMENT CO. LLC, RS FUNDS DISTRIBUTOR LLC, AND THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.Participation Agreement • April 29th, 2016 • Rs Variable Products Trust • New York
THIS PARTICIPATION AGREEMENT is made and entered into this 1st day of June 2014, by and among RS VARIABLE PRODUCTS TRUST, a Massachusetts business trust (the “Trust”); RS INVESTMENT MANAGEMENT CO. LLC, a Delaware limited liability company (the “Adviser”); for purposes of Sections 2.5 and 5.1 and Article VIII only, RS FUNDS DISTRIBUTOR LLC, a Delaware limited liability company (“RSFD”); and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC., a Delaware corporation (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”).
CUSTODIAN CONTRACT between THE GUARDIAN BOND FUND, INC. and STATE STREET BANK AND TRUST COMPANYCustodian Contract • February 14th, 2007 • RS Variable Products Trust • Massachusetts
This Contract between The Guardian Bond Fund, Inc., a corporation organized and existing under the laws of , having its principal place of business at , hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,
TRANSFER AGENCY AND SERVICE AGREEMENT between BAILLIE GIFFORD INTERNATIONAL FUND, INC. and STATE STREET BANK AND TRUST COMPANYTransfer Agency and Service Agreement • February 14th, 2007 • RS Variable Products Trust • Massachusetts
AGREEMENT made as of the day of , 1994, by and between Baillie Gifford International Fund, Inc., a Maryland corporation, having its principal office and place of business at 201 Park Avenue South, New York, New York 10003 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).
AMENDMENTSub-Sub-Investment Advisory Agreement • April 29th, 2011 • RS Variable Products Trust
THIS AMENDMENT (this “Amendment”) to the Agreement (as defined below) is entered into as of 29 April, 2011, by and between GUARDIAN BAILLIE GIFFORD LIMITED (“GBG”) and BAILLIE GIFFORD OVERSEAS LIMITED (“BGO”).
AMENDMENT TO ADMINISTRATION AGREEMENTAdministration Agreement • April 30th, 2015 • Rs Variable Products Trust
This AMENDMENT (the “Amendment”) is made as of June 1, 2014, to the Administration Agreement dated as of May 1, 2007, as amended (the “Agreement”), by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”) and each management investment company identified on Schedule A thereto (each such investment company and each management investment company made subject to such Agreement in accordance with Section 1 thereof shall hereinafter be referred to as a “Trust”).
DISTRIBUTION AGREEMENTDistribution Agreement • July 23rd, 2007 • RS Variable Products Trust
THIS DISTRIBUTION AGREEMENT is entered into as of May 16, 2007 by and between RS Variable Products Trust, a Massachusetts business trust (the “Trust”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS”, and together with the Trust, the “Parties” and each, a “Party”).
CUSTODIAN CONTRACT BETWEEN THE GUARDIAN CASH FUND, INC. AND STATE STREET BANK AND TRUST COMPANYCustodian Contract • February 14th, 2007 • RS Variable Products Trust • Massachusetts
This Contract between The Guardian Cash Fund, Inc., a corporation organized and existing under the laws of Maryland, having its principal place of business at 201 Park Avenue South, New York, New York 10003 hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,
CUSTODIAN CONTRACT BETWEEN BAILLIE GIFFORD INTERNATIONAL FUND, INC. AND STATE STREET BANK AND TRUST COMPANYCustodian Contract • February 14th, 2007 • RS Variable Products Trust • Massachusetts
This Contract between Baillie Gifford International Fund, Inc., a corporation organized and existing under the laws of Maryland, having its principal place of business at 201 Park Avenue South, New York, New York 10003 hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,
DISTRIBUTION AGREEMENTDistribution Agreement • April 30th, 2015 • Rs Variable Products Trust
THIS DISTRIBUTION AGREEMENT is entered into as of June 1, 2014 by and between RS Variable Products Trust, a Massachusetts business trust (the “Trust”), and RS Funds Distributor LLC, a Delaware limited liability company (“RSFD”, and together with the Trust, the “Parties” and each, a “Party”).
EXPENSE LIMITATION AGREEMENT VICTORY VARIABLE INSURANCE FUNDSExpense Limitation Agreement • March 17th, 2016 • Victory Variable Insurance Funds • Delaware
THIS AGREEMENT, effective as of February 17, 2016, by and between Victory Capital Management Inc. (the “Investment Adviser”) and Victory Variable Insurance Funds, a Delaware statutory trust (the “Trust”), on behalf of each series portfolio listed on Schedule A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly;
AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTSub-Advisory, Sub-Administration and Accounting Services Agreement • March 1st, 2013 • RS Variable Products Trust
This Amendment to the Sub-Advisory, Sub-Administration and Accounting Services Agreement (the “Amendment”) is made and entered into as of January 1, 2013, by and between RS INVESTMENT MANAGEMENT CO. LLC (“RS”) and GUARDIAN INVESTOR SERVICES LLC (“GIS”).
TRANSFER AGENCY AND SERVICE AGREEMENT between THE GUARDIAN BOND FUND, INC. and STATE STREET BANK AND TRUST COMPANYTransfer Agency and Service Agreement • February 14th, 2007 • RS Variable Products Trust • Massachusetts
AGREEMENT made as of the 2nd day of January, 1987, by and between THE GUARDIAN BOND FUND, INC., a Maryland corporation, having its principal office and place of business at 201 Park Avenue South, New York, New York 10003 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).
