APPENDIX B
Additional Information — Wells Capital Management Incorporated (“WellsCap”)Form of Proposed Sub-Sub-Advisory Agreement
WellsCapTHIS AGREEMENT is locatedmade as of this [ ] day of [ ], 2022, by and between SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., (“SIMNA”) a corporation organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 107 Bryant Park, 19th Floor, San Francisco, CA 94105New York 10018, and isSCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”) a wholly-owned subsidiaryUK corporation with its principal place of WFAM. WellsCap was incorporated in 1981business at 1 London Wall Place, London, EC2Y 5AU, UK.
WITNESSETH
WHEREAS, Park Avenue Institutional Advisers LLC (“Park Avenue”), a Delaware limited liability company, has retained SIMNA as First Interstate Investment Services,its sub-adviser to render investment advisory services to the Funds set forth on Exhibit A (each, a “Fund”), each a series of Guardian Variable Products Trust, pursuant to a Sub-Advisory Agreement dated as of the date hereof (the “Park Avenue Advisory Agreement”); and
WHEREAS, SIMNA desires to employ SIMNA Limited, an affiliate that is registered with the SEC in 1984,U.S. Securities and was establishedExchange Commission as WellsCap in 1996. WellsCap is a registeredan investment adviser, that providesas its investment managementsub-adviser, and SIMNA Limited is willing to render investment sub-advisory services to SIMNA, subject to and in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, SIMNA and SIMNA Limited hereby agree as follows:
1. Appointment of SIMNA Limited. SIMNA hereby appoints SIMNA Limited as investment sub-adviser for registered mutual funds, closed-end fundsthe assets of the Funds, on the terms and other fundsconditions set forth herein, and accounts. Assubject to the direction of March 31, 2021, WellsCap managed approximately $490.5 billion in assets under management.SIMNA. SIMNA Limited accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
The following individuals would continue2. Duties of SIMNA Limited.
(a) SIMNA employs SIMNA Limited to act as its sub-advisor in managing the investment and reinvestment of all or a portion of the assets of each Fund in accordance with the Park Avenue Advisory Agreement; to continuously review, supervise, and administer an investment program for the Funds; to determine in its discretion the securities to be primarily responsible forpurchased or sold and the day-to-day managementportion of Guardian Mid Cap Relative Value VIP Fund:
James M. Tringas, CFA, CPA
Managing Director and Senior Portfolio Manager of WellsCap
James Tringas is a senior portfolio manager and co-team leadersuch assets to be held uninvested; to provide the Trust (either directly or through SIMNA) with all records concerning the Special Global Equity team at Wells Fargo Asset Management (WFAM). Mr. Tringas has oversight and portfolio management responsibility for the Special U.S. Small Cap Value, Special U.S. Mid Cap Value, Special Global Small Cap, Special International Small Cap, Special Dividend Focused Equity and MWCM Large Cap Value portfolios. He joined WFAM from Evergreen Investments, where he began his investment industry career in 1994, which includes serving as a portfolio manager with Wachovia Asset Management Group. Prior to this, he served as a senior consultant in the Personal Financial Group of Ernst & Young. Mr. Tringas earned a bachelor’s degree and a master’s degree in accounting from the University of Florida. He is a former Certified Public Accountant (CPA) and a member of the Boston Security Analysts Society. Mr. Tringas has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
Bryant H. VanCronkhite, CFA
Managing Director and Senior Portfolio Manager of WellsCap
Bryant VanCronkhite is a senior portfolio manager and co-team leader with the Special Global Equity team at Wells Fargo Asset Management (WFAM). Mr. VanCronkhite has oversight and portfolio management responsibility for the Special U.S. Small Cap Value, Special U.S. Mid Cap Value, Special Global Small Cap, Special International Small Cap, Special Dividend Focused Equity and MWCM Large Cap Value portfolios. Prior to this, Mr. VanCronkhite was a senior research analyst on the team, whichactivities