0001104659-07-033497 Sample Contracts

Form Of Master Custodian Agreement
Master Custodian Agreement • April 30th, 2007 • RS Variable Products Trust • Massachusetts

This Agreement is made as of , 2007 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

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FORM OF ADMINISTRATION AGREEMENT
Tax 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.

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2007 • RS Variable Products Trust

THIS DISTRIBUTION AGREEMENT is entered into as of [ ] 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”).

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