FORM OF
DISTRIBUTION AGREEMENT
AGREEMENT, dated as of ________, 1998, by and between RYDEX VARIABLE TRUST,
a Delaware business trust (the "Fund") and PADCO FINANCIAL SERVICES, INC., a
__________ corporation (the "Distributor).
WITNESSETH:
WHEREAS, the Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act);
WHEREAS, the Fund desires to offer and sell shares of its portfolios (the
"Portfolios") to life insurance companies to be held in their separate accounts
("Separate Accounts") pursuant to variable annuity contracts and variable life
insurance policies and to entities qualified under pension and retirement plans
("Qualified Plan Entities");
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended ("Securities Exchange Act") and is a
member of the National Association of Securities Dealers, Inc. ("NASD").
NOW THEREFORE, the Fund and the Distributor agree as follows:
Section 1. The Distributor shall assist the Fund in marketing and
selling shares of the Portfolios to Separate Accounts and to Qualified Plan
Entities and to persons who have interests in such Separate Accounts and
Qualified Plan Entities. In all cases where the Fund enters into participation
agreements with life insurance companies for the sale of shares of the
Portfolios to Separate Accounts and Qualified Plan Entities, the Distributor
shall act in full accordance with such participation agreements.
Section 2. Purchases and redemptions of shares of the Portfolios shall
be at net asset value, computed as set forth in the most recent Prospectuses and
Statements of Additional Information ("SAIs") relating to the Fund contained in
the Registration Statement of the Fund on Form N-1A, File No._________, or any
amendments or supplements thereto ("Registration Statement").
Section 3. The Fund represents to the Distributor that the Registration
Statement contains all statements and information which are required to be
stated therein under the Securities Act of 1933, as amended, (the "1933 Act"),
and the rules adopted thereunder, and in all respects conforms to the
requirements of the 1933 Act, and the rules adopted thereunder, and neither the
Fund's prospectus nor its SAI includes any untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein no misleading; PROVIDED, that the foregoing
representations shall not apply to information contained in or omitted from the
Fund's Prospectuses or SAIs in reliance upon, and in conformity with, written
information furnished by the Distributor specifically for use in the preparation
thereof.
Section 4. The Distributor shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Distributor
and the Fund, present or future, any information, reports or other material
which any such body by reason of this Agreement may request or require as
authorized by applicable laws or regulations.
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Section 5. This Agreement shall be subject to the provisions of the
1940 Act, the Securities Exchange Act and the 1933 Act and the rules,
regulations, and rulings thereunder and of the NASD, from time to time in
effect, including such exemptions from the 1940 Act and no-action positions as
the Securities and Exchange Commission or its staff may grant, and the terms
hereof shall be interpreted and construed in accordance therewith. Without
limiting the generality of the foregoing, (a) the term "assigned" shall not
include any transaction exempted from section 15(b)(2) of the 1940 Act and (b)
the vote of the persons having voting rights in respect of the Fund referred to
in Section 6 hereof shall be the affirmative votes of the lesser of (I) the
holders of more than 50% of all votes entitled to be cast in respect of the Fund
or (ii) the holders of at least 67% of the votes which are present at a meeting
of such persons if the holders of more than 50% of all votes entitled to be cast
voted in accordance with the By-laws of the Fund.
Section 6. This Agreement shall continue in effect only so long as such
continuance is specifically approved at least annually (a) by a majority of the
Directors of the Fund who are not interested persons of the Fund or the
Distributor and (b) by persons having voting rights in respect of the Fund, by
the vote stated in Section 5 hereof, voted in accordance with the By-laws of the
Fund, or by the Board of Directors of the Fund.
Section 7. This Agreement shall terminate automatically in the event of
its assignment.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
RYDEX VARIABLE TRUST
By:
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Name:
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Title:
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Attest:
By:
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Name:
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Title:
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PADCO FINANCIAL SERVICES, INC.
By:
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Name:
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Title:
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Attest:
By:
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Name:
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Title:
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