0000950123-05-012791 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT BETWEEN GOLDMAN SACHS ASSET MANAGEMENT, L.P. and SSgA FUNDS MANAGEMENT, INC. GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND
Sub-Advisory Agreement • October 31st, 2005 • Goldman Sachs Variable Insurance Trust • New York

THIS SUB-ADVISORY AGREEMENT (“Agreement”) is made as of , 2005 by and between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“Investment Manager”) and SSgA FUNDS MANAGEMENT, INC. (“Sub-Adviser”).

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FORM OF PARTICIPATION AGREEMENT
Participation Agreement • October 31st, 2005 • Goldman Sachs Variable Insurance Trust • Delaware

THIS AGREEMENT, made and entered into this ___day of ______, 2005 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and ______LIFE INSURANCE COMPANY, a ______life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

FORM OF MANAGEMENT AGREEMENT Dated , 2005 for the GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND
Management Agreement • October 31st, 2005 • Goldman Sachs Variable Insurance Trust • New York

Goldman Sachs Variable Insurance Trust (the “Registrant”) is organized as a business trust under the laws of the State of Delaware to engage in the business of an investment company. The shares of the Registrant (“Shares”) may be divided into multiple series (“Series”), including the Series listed on Annex A (including any Series added to Annex A in the future, each a “Fund”). Each Series will represent the interests in a separate portfolio of securities and other assets. Each Series may be terminated, and additional Series established, from time to time by action of the Trustees. The Registrant, on behalf of the respective Funds, has selected you to act as an investment adviser and administrator of the Funds designated on Annex A and to provide, either directly or through third parties, certain services with respect to those Funds, as more fully set forth below, and you are willing to act as such investment adviser and administrator and to perform such services under the terms and con

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