0001104659-07-071077 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • September 25th, 2007 • Rydex Variable Trust • Delaware

THIS AGREEMENT, dated as of December 16, 2003, and amended and restated as of August 29, 2005, is entered into by and between RYDEX VARIABLE TRUST (the “Trust”), a Delaware business trust and RYDEX DISTRIBUTORS, INC. (the “Distributor”), a Maryland corporation.

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AMENDED AND RESTATED INVESTOR SERVICES AGREEMENT RYDEX VARIABLE TRUST
Investor Services Agreement • September 25th, 2007 • Rydex Variable Trust • Maryland

THIS DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT is made as of December 31, 1998, and amended and restated as of August 27, 2007, by and between Rydex Variable Trust, a Delaware business trust (the “Trust”), and Rydex Distributors, Inc. (the “Distributor”), a Maryland corporation (the “Agreement”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 25th, 2007 • Rydex Variable Trust • Maryland

AGREEMENT made as of this ___ day of ______, 2007 by and between PADCO Advisors II, Inc., a Maryland corporation and a federally registered investment adviser (“Advisor”), and Valu-Trac Investment Management Limited, a limited company incorporated in England and a federally registered investment adviser (“Sub-Advisor”).

Amendment dated August 27, 2007 to the Advisory Agreement between Rydex Variable Trust and PADCO Advisors II, Inc., dated April 30, 2004, as Amended
Advisory Agreement • September 25th, 2007 • Rydex Variable Trust

The Funds will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund, in accordance with the following fee schedule:

Amendment to the ACCOUNTING SERVICES AGREEMENT dated August 11, 1998, as amended, between RYDEX VARIABLE TRUST and RYDEX FUND SERVICES, INC.
Accounting Services Agreement • September 25th, 2007 • Rydex Variable Trust

The following Amendment, which supercedes all previous amendments, is made to the Accounting Services Agreement between Rydex Variable Trust (the “Trust”) and Rydex Fund Services, Inc. (the “Servicer”), as amended to date (the “Agreement”), and is hereby incorporated into and made a part of the Agreement:

Amendment to the AMENDED AND RESTATED SERVICE AGREEMENT dated November 15, 2004, as amended, between RYDEX VARIABLE TRUST and RYDEX FUND SERVICES, INC.
Service Agreement • September 25th, 2007 • Rydex Variable Trust

The following Amendment is made to Section 4 of the Amended and Restated Service Agreement between Rydex Variable Trust (the “Trust”) and Rydex Fund Services, Inc. (the “Servicer”), as amended to date (the “Agreement”), and is hereby incorporated into and made a part of the Agreement:

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