0001193125-17-136528 Sample Contracts

NOVATION AGREEMENT (Participation Agreement)
Participation Agreement • April 25th, 2017 • Guardian Separate Acct N of the Guardian Ins & Annuity Co • New York

This Agreement, dated as of July 13, 2016, is entered into by and among RS Variable Products Trust (“RSVPT”), on behalf of each RSVPT registered investment company identified on Appendix A hereto, individually and not jointly (each, an “RS Fund”), RS Investment Management Co. LLC (“RSIM”), RS Funds Distributor LLC (“RSFD”), The Guardian Insurance & Annuity Company, Inc. (“Guardian”), Victory Variable Insurance Funds (“VVIF”), on behalf of each VVIF registered investment company identified on Appendix A hereto, individually and not jointly (each, a “Victory Fund”), Victory Capital Management Inc. (“Victory Capital”) and Victory Capital Advisers, Inc. (“VCA”).

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