AMENDMENT
THIS AMENDMENT (this “Amendment”) to the Agreement (as defined below) is entered into as of January 1, 2009, by and between RS VARIABLE PRODUCTS TRUST, RS INVESTMENT MANAGEMENT CO. LLC, GUARDIAN INVESTOR SERVICES LLC, and THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
WHEREAS, the parties entered into a Participation Agreement dated as of July 31, 2007, (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement in accordance with the terms of this Amendment;
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Section 1. Schedule A to the Agreement is deleted in its entirety and replaced with the Schedule A attached to this Amendment.
Section 2. This Amendment shall be effective as of January 1, 2009.
Section 3. Except as modified pursuant to the provisions of this Amendment, the Agreement shall remain in full force and effect in accordance with its terms and conditions as of the date hereof.
Section 4. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.
Section 5. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their respective duly authorized officers as of the date first above written.
| RS VARIABLE PRODUCTS TRUST, on behalf of the Portfolios, By its authorized officer and not individually, | ||
| By: |
| |
| Name: | ||
| Title: | ||
| RS INVESTMENT MANAGEMENT CO. LLC, | ||
| By its authorized officer, | ||
| By: |
| |
| Name: | ||
| Title: | ||
| GUARDIAN INVESTOR SERVICES LLC, | ||
| By its authorized officer, | ||
| By: |
| |
| Name: | ||
| Title: | ||
| THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC., By its authorized officer, | ||
| By: |
| |
| Name: | ||
| Title: | ||
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
| Name of Separate Account |
Policies Funded by Separate Account |
Share Class (Class I or Class II) |
Portfolios Applicable to Policies | |||
| A. Variable Annuity Contracts | ||||||
| Separate Account A Separate Account D Separate Account E
Separate Account F Separate Account Q Separate Account R |
Value Guard II Guardian Investor Guardian Investor Retirement Guardian C+C, Guardian CXC Guardian Investor Income Access Guardian Investor Asset Builder, |
Class I | RS Core Equity VIP Series RS Small Cap Core Equity VIP Series RS S&P 500 Index VIP Series RS Asset Allocation VIP Series (not RS Large Cap Value VIP Series RS Partners VIP Series RS International Growth VIP Series RS Emerging Markets VIP Series RS High Yield Bond VIP Series RS Low Duration Bond VIP Series | |||
| Class II | RS Investment Quality Bond VIP Series RS Money Market VIP Series | |||||
| XX XxxXxx Opportunities VIP Series RS Global Natural Resources VIP Series RS Value VIP Series RS Equity Dividend VIP Series RS Technology VIP Series (not applicable to The Guardian Investor Variable Annuity L Series and The Guardian Investor Variable Annuity B Series) | ||||||
| Separate Account H | 401(k) Investor |
Class I |
RS Core Equity VIP Series RS International Growth VIP Series RS Emerging Markets VIP Series RS Investment Quality Bond VIP Series RS Money Market VIP Series | |||
| B. Variable Life Insurance Policies | ||||||
| Separate Account K Separate Account N |
PAL ‘95 , PAL ’97, PAL 2000 Millennium VUL Millennium, SVUL |
Class I | RS Core Equity VIP Series RS Small Cap Core Equity VIP Series RS S&P 500 Index VIP Series RS Asset Allocation VIP Series RS Large Cap Value VIP Series RS Partners VIP Series RS International Growth VIP Series RS Emerging Markets VIP Series RS High Yield Bond VIP Series RS Low Duration Bond VIP Series RS Investment Quality Bond VIP Series RS Money Market VIP Series | |||
| Flexible Solutions VUL Gold Series, Executive Benefits VUL | Class II | RS Global Natural Resources VIP Series | ||||
| Separate Account B Separate Account C |
Value Plus SelectGuard |
Class I |
RS Core Equity VIP Series RS International Growth VIP Series RS Investment Quality Bond VIP Series RS Money Market VIP Series | |||
| Separate Account M | VUL ‘97 |
Class I | RS Core Equity VIP Series RS Small Cap Core Equity VIP Series RS S&P 500 Index VIP Series RS Asset Allocation VIP Series RS Large Cap Value VIP Series RS Partners VIP Series RS International Growth VIP Series RS Emerging Markets VIP Series RS Low Duration Bond VIP Series RS Investment Quality Bond VIP Series RS Money Market VIP Series | |||
