Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
212-596-9677
F 212-646-728-6286
October 23, 2009
David J. Marcinkus
(212) 596-9677
david.marcinkus@ropesgray.com
BY EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
| Re: | RS Variable Products Trust (Registration Nos. 333-135544 and 811-21922) |
Ladies and Gentlemen:
On behalf of RS Variable Products Trust (the “Trust”), we are filing pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, the definitive form of proxy statement on Schedule 14A for use in connection with a meeting of shareholders of RS Equity Dividend VIP Series, RS Mid Cap Growth VIP Series, and RS Technology VIP Series (the “Funds”), each a series of the Trust.
The meeting of shareholders is scheduled to be held December 14, 2009, and is being called to consider and vote on the following: (i) approval of a plan of liquidation with respect to each of the Funds; and (ii) any matters incidental to the foregoing and to transact such other business as may properly come before the meeting and any adjournment or adjournments thereof.
The Trust expects to begin mailing the proxy materials to shareholders on or about October 30, 2009.
Any questions or comments with respect to the enclosed materials should be directed to the undersigned at (212) 596-9677.
| Very truly yours, | ||
/s/ David J. Marcinkus | ||
| David J. Marcinkus | ||
Enclosure
cc: | Benjamin L. Douglas, Esq. Marianne E. Clark, Esq. Timothy W. Diggins, Esq. Elizabeth J. Reza, Esq. Matthew Gaarder-Wang, Esq. |
