0001104659-07-055268 Sample Contracts

ADMINISTRATION AGREEMENT
Administration 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”).

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ADMINISTRATION AGREEMENT FORM OF AMENDED SCHEDULE A Listing of Fund(s) and Classes of Shares
Administration Agreement • July 23rd, 2007 • RS Variable Products Trust
DISTRIBUTION AGREEMENT
Distribution 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”).

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