0000943663-04-000313 Sample Contracts

FORM OF CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK VARIABLE INSURANCE FUNDS TRUST
Custody Agreement • June 29th, 2004 • Variable Insurance Funds • Ohio

This agreement (the "Agreement") is entered into as of the ____ day of ____, 2004, by and between Variable Insurance Funds Trust, a Massachusetts business trust (the "Trust") and The Huntington National Bank, (the "Custodian"), a national banking association having its principal office at 41 South High Street, Columbus, Ohio 43215.

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FORM OF ADMINISTRATION AGREEMENT
Form of Administration Agreement • June 29th, 2004 • Variable Insurance Funds • Ohio

AGREEMENT made this __ day of ________, 2004, between VARIABLE INSURANCE FUNDS (the "Trust"), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, OH 43219, and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • June 29th, 2004 • Variable Insurance Funds • Massachusetts

AGREEMENT made this ____ day of _________, 2004, between Variable Insurance Funds (the "Trust"), having an office at 3435 Stelzer Road, Columbus, OH 43219, and BISYS Fund Services Limited Partnership ("Distributor"), having an office at 100 Summer Street, Boston, Massachusetts 02110.

FORM OF INVESTMENT ADVISORY AGREEMENT
Form of Investment Advisory Agreement • June 29th, 2004 • Variable Insurance Funds • Massachusetts

AGREEMENT made this 30th of June, 2004, between VARIABLE INSURANCE FUNDS (the "Trust"), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219-3035, and ACTION FUND MANAGEMENT, LLC (the "Investment Adviser"), a registered investment adviser having its principal place of business at 12309 Briarbush Lane, Potomac, Maryland 20854 .

FORM OF FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • June 29th, 2004 • Variable Insurance Funds • Ohio

AGREEMENT made this ___ day of ___________ 2004, between VARIABLE INSURANCE FUNDS (the "Trust"), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, OH 43219, and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

FORM OF SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN _____________________________________ AND THINKORSWIM ADVISORS, INC.
Sub-Investment Advisory Agreement • June 29th, 2004 • Variable Insurance Funds • New York

SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 30th day of June 2004, by and between Action Fund Management, LLC (hereinafter referred to as the "Investment Adviser") and thinkorswim Advisors, Inc. (hereinafter referred to as the "Sub-Adviser"), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.

FORM OF EXPENSE LIMITATION AGREEMENT FREE ENTERPRISE ACTION FUND series of VARIABLE INSURANCE FUNDS
Expense Limitation Agreement • June 29th, 2004 • Variable Insurance Funds

This EXPENSE LIMITATION AGREEMENT, effective as of June 30, 2004 is by and between Action Fund Management, LLC (the "Adviser") and Variable Insurance Funds (the "Trust"), on behalf of its Free Enterprise Action Fund (the "Fund").

FORM OF TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • June 29th, 2004 • Variable Insurance Funds • Ohio

AGREEMENT made this __ day of __________, 2004, between VARIABLE INSURANCE FUNDS (the "Trust"), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, OH 43219, and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

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