Park Avenue Portfolio Sample Contracts

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 13th, 1998 • Park Avenue Portfolio • Massachusetts
CUSTODIAN CONTRACT Between THE PARK AVENUE PORTFOLIO and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • February 13th, 1998 • Park Avenue Portfolio • Massachusetts
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 13th, 1998 • Park Avenue Portfolio • New York
RECITALS
Sub-Advisory Contract • January 27th, 2003 • Park Avenue Portfolio • New York
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Sub-Investment Advisory Agreement • February 13th, 1998 • Park Avenue Portfolio • Edinburgh
THE PARK AVENUE PORTFOLIO DISTRIBUTION AGREEMENT CLASS K SHARES
Distribution Agreement • February 28th, 2001 • Park Avenue Portfolio
SUB-ADVISORY CONTRACT
Sub-Advisory Contract • July 7th, 2006 • Rs Investment Trust • New York

This agreement (the “Contract”), dated as of , 2006, is between RS Investment Management Co. LLC, a Delaware limited liability company (the “Manager”), and UBS Global Asset Management (Americas) Inc., a Delaware corporation (the “Sub-Adviser”).

THE PARK AVENUE PORTFOLIO DISTRIBUTION AGREEMENT CLASS C SHARES
Agreement • February 28th, 2001 • Park Avenue Portfolio
UNDERWRITING AGREEMENT BETWEEN THE PARK AVENUE PORTFOLIO AND GUARDIAN INVESTOR SERVICES CORPORATION
Underwriting Agreement • February 13th, 1998 • Park Avenue Portfolio • New York
THE PARK AVENUE PORTFOLIO DISTRIBUTION AGREEMENT CLASS K SHARES
Distribution Agreement • April 26th, 2002 • Park Avenue Portfolio
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