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”).
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”).
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.
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 • 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”).
SECOND AMENDMENT to TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • April 30th, 2015 • Rs Variable Products Trust
This SECOND AMENDMENT (the “Amendment”) is made as of June 1, 2014, to the Transfer Agency and Service Agreement dated as of January 2, 1987, as amended (the “Agreement”), by and between RS Variable Products Trust, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of each series of the Trust identified on Appendix A thereto, individually (each, a “Series”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
