0001104659-06-063199 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • September 26th, 2006 • RS Variable Products Trust • Massachusetts

This Agreement is made as of , 2006 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

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SUB-ADVISORY CONTRACT
Sub-Advisory Contract • September 26th, 2006 • RS Variable Products 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”).

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