Goldman Sachs Variable Insurance Trust Sample Contracts

ARTICLE I ADDITIONAL DEFINITIONS
Participation Agreement • December 23rd, 1997 • Goldman Sachs Variable Insurance Trust • Delaware
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AGREEMENT AND DECLARATION OF TRUST OF GOLDMAN SACHS VARIABLE INSURANCE TRUST
Agreement and Declaration • September 18th, 1997 • Goldman Sachs Variable Insurance Trust • Delaware
BETWEEN
Management Agreement • April 24th, 2006 • Goldman Sachs Variable Insurance Trust • New York
CUSTODY AGREEMENT
Custody Agreement • April 29th, 2011 • Goldman Sachs Variable Insurance Trust • New York

AGREEMENT, dated as of April 5, 2011 between Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 200 West Street, New York, New York 10282 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

FORM OF SUB-ADVISORY AGREEMENT BETWEEN GOLDMAN SACHS ASSET MANAGEMENT, L.P. and SSgA FUNDS MANAGEMENT, INC. GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND
Sub-Advisory Agreement • October 31st, 2005 • Goldman Sachs Variable Insurance Trust • New York

THIS SUB-ADVISORY AGREEMENT (“Agreement”) is made as of , 2005 by and between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“Investment Manager”) and SSgA FUNDS MANAGEMENT, INC. (“Sub-Adviser”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 28th, 2023 • Goldman Sachs Variable Insurance Trust

This Amendment (“Amendment”) is made as of March 10, 2022 (the “Effective Date”), by and between each of Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs ETF Trust, Goldman Sachs Real Estate Diversified Income Fund, Cayman Commodity-MFS, LLC, and Goldman Sachs ETF Trust II, separately and not jointly (collectively, the “Funds”), and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

GLOBAL CUSTODY AGREEMENT BETWEEN GOLDMAN SACHS VARIABLE INSURANCE TRUST AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • April 30th, 2007 • Goldman Sachs Variable Insurance Trust • New York

This Agreement, dated June 30, 2006, is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 3 Chase MetroTech Center, Brooklyn, New York; and the Goldman Sachs Variable Insurance Trust funds listed on Schedule 1 (“Customer”) with a place of business at One New York Plaza, New York, NY 10004.

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 29th, 2011 • Goldman Sachs Variable Insurance Trust • New York

AGREEMENT made as of April 5, 2011 by and between Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust, (each, a “Trust” and collectively the “Trusts”) on behalf of each series of the Trust listed on Exhibit A hereto (each a “Fund”, and collectively the “Funds”) and The Bank of New York Mellon, a New York banking organization (“BNY”).

MUTUAL FUNDS SERVICE AGREEMENT Goldman Sachs Variable Insurance Trust June 30, 2006
Mutual Funds Services Agreement • April 30th, 2007 • Goldman Sachs Variable Insurance Trust • New York
EX-99.77Q1(e) - Copies of any new or amended Registrant investment advisory contracts ------------------------------------------------------------ Annex A dated April 30, 2009 to the Management Agreement among Registrant, Goldman Sachs Asset...
Goldman Sachs Variable Insurance Trust • August 26th, 2009

Annex A dated April 30, 2009 to the Management Agreement among Registrant, Goldman Sachs Asset Management, L.P. and Goldman Sachs Asset Management International on behalf of the Growth and Income, Mid Cap Value, Structured Small Cap Equity, Structured U.S. Equity, Capital Growth, Government Income, Core Fixed Income, Growth Opportunities, Money Market and Strategic International Equity Funds is incorporated herein by reference to Exhibit (d)(4) to Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-1A filed with the Securities and Exchange Commission on April 29, 2009 (Accession No. 0000950123-09-007499).

GOLDMAN SACHS VARIABLE INSURANCE TRUST Transfer Agency Agreement Fee Schedule Amended and Restated as of April 14, 2011
Transfer Agency Agreement • April 29th, 2011 • Goldman Sachs Variable Insurance Trust

Pursuant to paragraph 6.01 of the Transfer Agency Agreement (the “Agreement”) between Goldman, Sachs & Co. (“Goldman Sachs”) and Goldman Sachs Variable Insurance Trust (the “Trust”), for the services provided and expenses assumed by Goldman Sachs, the Trust shall pay to Goldman Sachs as full compensation therefor a fee payable monthly at the annual rate of 0.02% of the average daily net assets of each series of the Trust (each, a “Fund”):

Sub-Item 77Q1(e): Copies of Any New or Amended Investment Advisory Contracts GSAM: Please file Assumption Agreement dated November 1, 2017 between Goldman Sachs Asset Management International and Goldman Sachs Asset Management, L.P. (with respect to...
Goldman Sachs Variable Insurance Trust • March 1st, 2018

GSAM: Please file Assumption Agreement dated November 1, 2017 between Goldman Sachs Asset Management International and Goldman Sachs Asset Management, L.P. (with respect to the Goldman Sachs Strategic International Equity Fund).

SUB-ADVISORY AGREEMENT BETWEEN GOLDMAN SACHS ASSET MANAGEMENT, L.P. and SSgA FUNDS MANAGEMENT, INC. GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND
Sub-Advisory Agreement • April 28th, 2006 • Goldman Sachs Variable Insurance Trust • New York

THIS SUB-ADVISORY AGREEMENT (“Agreement”) is made as of January 6, 2006 by and between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“Investment Manager”) and SSgA FUNDS MANAGEMENT, INC. (“Sub-Adviser”).

ASSUMPTION AGREEMENT AGREEMENT made as of November 1, 2017 between GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (“GSAMI”) and GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”), each a wholly-owned subsidiary of THE GOLDMAN SACHS GROUP, INC. WHEREAS,...
Assumption Agreement Agreement • March 1st, 2018 • Goldman Sachs Variable Insurance Trust

ASSUMPTION AGREEMENT AGREEMENT made as of November 1, 2017 between GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (“GSAMI”) and GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”), each a wholly-owned subsidiary of THE GOLDMAN SACHS GROUP, INC. WHEREAS, Goldman Sachs Variable Insurance Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); WHEREAS, GSAMI has been previously appointed as investment adviser to the Goldman Sachs Strategic International Equity Fund (the “Fund”), a series of the Trust, pursuant to a Management Agreement dated October 21, 1997 (the “Management Agreement”); and WHEREAS, GSAMI and GSAM intend that GSAM act as investment adviser with respect to the Fund pursuant to the Management Agreement. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 1. GSAM hereby assumes all rights and obligations of GSAMI under the Management Agreement with respect

FORM OF PARTICIPATION AGREEMENT
Participation Agreement • October 31st, 2005 • Goldman Sachs Variable Insurance Trust • Delaware

THIS AGREEMENT, made and entered into this ___day of ______, 2005 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and ______LIFE INSURANCE COMPANY, a ______life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

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AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 28th, 2023 • Goldman Sachs Variable Insurance Trust

This Amendment (“Amendment”) is made as of August 5th, 2022 (the “Effective Date”), by and between each of Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs ETF Trust, Goldman Sachs Real Estate Diversified Income Fund, Cayman Commodity-MFS, LLC, and Goldman Sachs ETF Trust II, separately and not jointly (collectively, the “Funds”), and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

State Street Bank and Trust Company Attn: Geoffrey Brainard Channel Center One Iron St Boston, MA 02110 Re: Addition of Goldman Sachs Variable Insurance Trust to Custodian Contract Ladies and Gentlemen:
Goldman Sachs Variable Insurance Trust • October 5th, 2022

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP and Energy Renaissance Fund, Cayman Commodity TTIF, LLC, Cayman Commodity-MMA, LLC, Cayman Commodity-MMA II, LLC, Cayman Commodity MMA III, LLC, Cayman Commodity-MMA IV, LLC, Cayman Commodity-MMA V, LLC, and Cayman Commodity – CSF, Ltd. (collectively, the “GS Parties”), and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

ASSUMPTION AGREEMENT
Assumption Agreement • August 29th, 2003 • Goldman Sachs Variable Insurance Trust

AGREEMENT made as of April 26, 2003 between GOLDMAN, SACHS & CO. (“GS&Co.”) and GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM LP”), each a wholly-owned direct and indirect subsidiary of THE GOLDMAN SACHS GROUP, INC.

MANAGEMENT AGREEMENT Dated August 5, 2005 for the GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND
Management Agreement • April 30th, 2007 • Goldman Sachs Variable Insurance Trust • New York

Goldman Sachs Variable Insurance Trust (the “Registrant”) is organized as a business trust under the laws of the State of Delaware to engage in the business of an investment company. The shares of the Registrant (“Shares”) may be divided into multiple series (“Series”), including the Series listed on Annex A (including any Series added to Annex A in the future, each a “Fund”). Each Series will represent the interests in a separate portfolio of securities and other assets. Each Series may be terminated, and additional Series established, from time to time by action of the Trustees. The Registrant, on behalf of the respective Funds, has selected you to act as an investment adviser and administrator of the Funds designated on Annex A and to provide, either directly or through third parties, certain services with respect to those Funds, as more fully set forth below, and you are willing to act as such investment adviser and administrator and to perform such services under the terms and con

State Street Bank and Trust Company Attn: Geoffrey Brainard Channel Center One Iron St Boston, MA Re: VIT Funds Name Changes and Removal of Fund from Custodian Contract Ladies and Gentlemen:
Goldman Sachs Variable Insurance Trust • April 28th, 2023

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP and Energy Renaissance Fund, Goldman Sachs Variable Insurance Trust, Cayman Commodity TTIF, LLC, Cayman Commodity-MMA, LLC, Cayman Commodity-MMA II, LLC, Cayman Commodity MMA III, LLC, Cayman Commodity-MMA IV, LLC, Cayman Commodity-MMA V, LLC, Cayman Commodity – CSF, LLC, and Cayman Commodity – ART, LLC (collectively, the “GS Parties”), and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

AMENDMENT TO THE CUSTODIAN CONTRACT
Custodian Contract • April 15th, 2003 • Goldman Sachs Variable Insurance Trust

This Amendment to the Custodian Contract is made as of August 1, 2001 by and between Goldman Sachs Variable Insurance Trust (the “Fund”) and State Street Bank and Trust Company (the “Custodian”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Contract referred to below.

AMENDMENT TO CUSTODIAN CONTRACT
Custodian Contract • April 29th, 2002 • Goldman Sachs Variable Insurance Trust

This Amendment to the Custodian Contract is made as of July 2, 2001 by and between Goldman Sachs Variable Insurance Trust (the “Fund”) and State Street Bank and Trust Company (the “Custodian”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Contract referred to below.

AMENDMENT TO THE CUSTODIAN CONTRACT
The Custodian Contract • April 29th, 2002 • Goldman Sachs Variable Insurance Trust

This Amendment to the Custodian Contract is made as of August 1, 2001 by and between Goldman Sachs Variable Insurance Trust (the "Fund") and State Street Bank and Trust Company (the "Custodian"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Contract referred to below.

ASSUMPTION AGREEMENT
Assumption Agreement • April 15th, 2004 • Goldman Sachs Variable Insurance Trust

AGREEMENT made as of April 26, 2003 between GOLDMAN, SACHS & CO. (“GS&Co.”) and GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM LP”), each a wholly-owned direct and indirect subsidiary of THE GOLDMAN SACHS GROUP, INC.

Microsoft Word 11.0.6568;77Q(1)(a): Copies of any material amendments to the registrant's charter or by-laws ------------------------------------------------------------------------------- GOLDMAN SACHS VARIABLE INSURANCE TRUST AMENDMENT NO. 8 TO...
Goldman Sachs Variable Insurance Trust • April 24th, 2006

The undersigned Secretary/Assistant Secretary of Goldman Sachs Variable Insurance Trust hereby certifies that the following resolutions were duly adopted by the Board of Trustees of said Trust on August 4, 2005:

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 28th, 2008 • Goldman Sachs Variable Insurance Trust • Delaware

THIS AMENDED AND RESTATED AGREEMENT made as of the 9th day of August, 2007 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST (the “Trust”), a Delaware business trust and GOLDMAN, SACHS & CO. (“Goldman Sachs”), a New York limited partnership, hereby amends and restates the Transfer Agency Agreement dated as of October 21, 1997, between the Trust and Goldman Sachs.

AMENDMENT NO. 14 TO THE DECLARATION OF TRUST OF GOLDMAN SACHS VARIABLE INSURANCE TRUST
Agreement and Declaration of Trust • April 29th, 2011 • Goldman Sachs Variable Insurance Trust

This AMENDMENT NO. 14 to the AGREEMENT AND DECLARATION OF TRUST (the “Declaration”) as amended, dated the 16th day of September, 1997 of Goldman Sachs Variable Insurance Trust (the “Trust”) is made by the Trustees named below as of February 10, 2011:

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