VARIABLE INSURANCE FUNDS
Establishment and Designation of Five Additional Series
The undersigned, being all of the Trustees of Variable Insurance Funds (the
"Trust"), a Massachusetts business trust, acting pursuant to Section 5.11 of the
Declaration of Trust dated July 20, 1994, as amended and restated February 5,
1997 (the "Declaration of Trust"), hereby divide the shares of beneficial
interest ("Shares") of the Trust into five additional separate series (each a
"Fund," collectively the "Funds"), of a single class, the Funds hereby created
having the following special and relative rights:
1. The Funds shall be designated as follows:
AmSouth Large Cap Fund
AmSouth Mid Cap Fund
AmSouth International Equity Fund
AmSouth Enhanced Market Fund
AmSouth Capital Growth Fund
2. The Funds shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the then
current prospectus and registration statement materials for the Funds under the
Securities Act of 1933. Each Share of each Fund shall be redeemable, shall
represent a pro rata beneficial interest in the assets of the Funds, and shall
be entitled to receive its pro rata share of net assets allocable to such Shares
of the Funds upon liquidation of the Funds, all as provided in the Declaration
of Trust. The proceeds of sales of Shares of the Funds, together with any income
and gain thereon, less any diminution or expenses thereof, shall irrevocably
belong to the Funds, unless otherwise required by law.
3. Each Share of each Fund shall be entitled to one vote for each
dollar of value invested (or fraction thereof in respect of a fractional Share)
on matters on which such Shares shall be entitled to vote, except to the extent
otherwise required by the Investment Company Act of 1940 or when the Trustees
have determined that the matter affects only the interest of Shareholders of
certain series or classes, in which case only the Shareholders of such series or
classes shall be entitled to vote thereon. Any matter shall be deemed to have
been effectively acted upon with respect to the Funds if acted upon as provided
in Rule 18f-2 under such Act, or any successor rule, and in the Declaration of
Trust.
4. The assets and liabilities of the Trust shall be allocated among the
Funds and all other series of the Trust (also referred to herein as the "Funds")
as set forth in Section 5.11 of the Declaration of Trust, except as described
below.
(a) Costs incurred by the Trust on behalf of a Fund in connection
with the organization and registration and public offering of
Shares of the Fund shall be amortized for the Fund over the
lesser of the life of the Fund or such other period as
required by applicable law, rule, or accounting standard or
practice; costs incurred by the Trust on behalf of
pre-existing Funds in connection with the organization and
initial registration and public offering of Shares of those
Funds shall be amortized for the Funds over the lesser of the
life of each such Fund or such other period as required by
applicable law, rule, or accounting standard or practice.
(b) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Funds,
and each allocation of liabilities, expenses, costs, charges
and reserves by the Trustees shall be conclusive and binding
upon the Shareholders of all Funds for all purposes.
5. The Trustees (including any successor Trustee) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Fund now or hereafter created or to otherwise change the
special and relative rights of any such Fund, provided that such change shall
not adversely affect the rights of the Shareholders of such Fund.
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IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the date set forth below.
Date: [ ] -----------------------------
James H. Woodward, as Trustee
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Michael Van Buskirk, as Trustee
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Walter B. Grimm, as Trustee
