0001104659-07-011306 Sample Contracts

SUB-SUB-INVESTMENT ADVISORY AGREEMENT between GUARDIAN BAILLIE GIFFORD LIMITED, incorporated under the Companies Acts and having its Registered Office at Calton Square, 1 Greenside Row, Edinburgh EH1 3AN (hereinafter called “the Company”) OF THE ONE...
Sub-Sub-Investment Advisory Agreement • February 14th, 2007 • RS Variable Products Trust

herein in the manner set forth and in the terms and conditions set forth in a separate Sub-Advisory Agreement (as defined below) of even date herewith.

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SUB-ADVISORY CONTRACT
Sub-Advisory Contract • February 14th, 2007 • RS Variable Products Trust • New York

This agreement (the “Contract”), dated as of October 5, 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”).

SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
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.

SUB-ADVISORY, SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
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 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 Variable Products Trust (the “Trust”), a Massachusetts business trust.

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

THIS 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 12 hereof, RS Investment Trust (the “RS Trust”), a Massachusetts business trust and RS Variable Products Trust (the “VC Trust” and together with the RS Trust, the “Trusts”), a Massachusetts business trust.

RS VARIABLE PRODUCTS TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 14th, 2007 • RS Variable Products Trust

This INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of the 7th day of November, 2006, by and between RS VARIABLE PRODUCTS TRUST, a business trust organized and existing under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of its series of shares of beneficial interest named on Schedule 1 to this Agreement, as it may be amended by the parties from time to time (each, a “Fund”), and RS INVESTMENT MANAGEMENT CO. LLC (the “Adviser”)

CUSTODIAN CONTRACT between THE GUARDIAN BOND FUND, INC. and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • February 14th, 2007 • RS Variable Products Trust • Massachusetts

This Contract between The Guardian Bond Fund, Inc., a corporation organized and existing under the laws of , having its principal place of business at , hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,

TRANSFER AGENCY AND SERVICE AGREEMENT between BAILLIE GIFFORD INTERNATIONAL FUND, INC. and STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • February 14th, 2007 • RS Variable Products Trust • Massachusetts

AGREEMENT made as of the day of , 1994, by and between Baillie Gifford International Fund, Inc., a Maryland corporation, having its principal office and place of business at 201 Park Avenue South, New York, New York 10003 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).

TRANSFER AGENCY AND SERVICE AGREEMENT Between THE GUARDIAN STOCK FUND, INC. And STATE STREET BANK AND TRUST COMPANY
Assignment and Assumption Agreement • February 14th, 2007 • RS Variable Products Trust • Massachusetts

AGREEMENT made as of the 2nd day of January, 1987, by and between THE GUARDIAN STOCK FUND, INC., a Maryland corporation, having its principal office and place of business at 201 Park Avenue South, New York, New York 10003 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).

CUSTODIAN CONTRACT BETWEEN THE GUARDIAN CASH FUND, INC. AND STATE STREET BANK AND TRUST COMPANY
Custodian Contract • February 14th, 2007 • RS Variable Products Trust • Massachusetts

This Contract between The Guardian Cash Fund, Inc., a corporation organized and existing under the laws of Maryland, having its principal place of business at 201 Park Avenue South, New York, New York 10003 hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,

CUSTODIAN CONTRACT BETWEEN BAILLIE GIFFORD INTERNATIONAL FUND, INC. AND STATE STREET BANK AND TRUST COMPANY
Custodian Contract • February 14th, 2007 • RS Variable Products Trust • Massachusetts

This Contract between Baillie Gifford International Fund, Inc., a corporation organized and existing under the laws of Maryland, having its principal place of business at 201 Park Avenue South, New York, New York 10003 hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,

TRANSFER AGENCY AND SERVICE AGREEMENT between THE GUARDIAN BOND FUND, INC. and STATE STREET BANK AND TRUST COMPANY
Assignment and Assumption Agreement • February 14th, 2007 • RS Variable Products Trust • Massachusetts

AGREEMENT made as of the 2nd day of January, 1987, by and between THE GUARDIAN BOND FUND, INC., a Maryland corporation, having its principal office and place of business at 201 Park Avenue South, New York, New York 10003 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).

CUSTODIAN CONTRACT
Custodian Contract • February 14th, 2007 • RS Variable Products Trust • Massachusetts

This Contract between The Guardian Variable Contract Funds, Inc., (f/k/a The Guardian Stock Fund, Inc.) a corporation organized and existing under the laws of Maryland, having its principal place of business at 7 Hanover Square, New York, New York 10004, hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,

TRANSFER AGENCY AND SERVICE AGREEMENT between THE GUARDIAN CASH FUND, INC. and STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • February 14th, 2007 • RS Variable Products Trust • Massachusetts

AGREEMENT made as of the 2nd day of January, 1987, by and between THE GUARDIAN CASH FUND, INC., a Maryland corporation, having its principal office and place of business at 201 Park Avenue South, New York, New York 10003 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).

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