Sub-Advisory, Sub-Administration and Accounting Services Agreement Sample Contracts

SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • March 2nd, 2007 • Rs Investment Trust

THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of November 7, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Baillie Gifford Limited, a company incorporated under the Companies Act of 1985 (“GBG” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Investment Trust (the “Trust”), a Massachusetts business trust.

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SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • February 14th, 2007 • RS Variable Products Trust

THIS SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made as of October 5, 2006 by and among RS Investment Management Co. LLC, a Delaware limited liability company (“RS”), and Guardian Investor Services LLC, a Delaware limited liability company (“GIS” and together with RS, the “Parties” and each, a “Party”), and, solely with respect to Section 13 hereof, RS Variable Products Trust (the “Trust”), a Massachusetts business trust.

AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • May 1st, 2008 • RS Variable Products Trust

This Amendment to Sub-Advisory, Sub-Administration and Accounting Services Agreement is made and entered into as of October 1, 2007, by and between RS INVESTMENT MANAGEMENT CO. LLC (“RS”) and GUARDIAN INVESTOR SERVICES LLC (“GIS”).

AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • May 1st, 2008 • Rs Investment Trust

This Amendment to Sub-Advisory, Sub-Administration and Accounting Services Agreement is made and entered into as of October 1, 2007, by and between RS INVESTMENT MANAGEMENT CO. LLC (“RS”) and GUARDIAN INVESTOR SERVICES LLC (“GIS”).

AMENDMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • April 29th, 2011 • Rs Investment Trust • New York

THIS AMENDMENT (this “Amendment”) to the Agreement (as defined below) is entered into as of April 29, 2011, by and between RS INVESTMENT MANAGEMENT CO. LLC (“RS”) and GUARDIAN BAILLIE GIFFORD LIMITED (“GBG”).

AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • March 1st, 2013 • Rs Investment Trust

This Amendment to the Sub-Advisory, Sub-Administration and Accounting Services Agreement (the “Amendment”) is made and entered into as of January 1, 2013, by and between RS INVESTMENT MANAGEMENT CO. LLC (“RS”) and GUARDIAN INVESTOR SERVICES LLC (“GIS”).

AMENDMENT TO SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Advisory, Sub-Administration and Accounting Services Agreement • March 1st, 2013 • RS Variable Products Trust

This Amendment to the Sub-Advisory, Sub-Administration and Accounting Services Agreement (the “Amendment”) is made and entered into as of January 1, 2013, by and between RS INVESTMENT MANAGEMENT CO. LLC (“RS”) and GUARDIAN INVESTOR SERVICES LLC (“GIS”).

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