July 26, 2013
VIA EDGAR
Ms. Kimberly Browning
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4720
| Re: | Rydex Series Funds |
| File Nos. 811-07584 and 033-59692 |
Dear Ms. Browning:
On behalf of our client, Rydex Series Funds (the “Trust”), attached for your review are forms of the exhibits that will be filed on August 2, 2013, pursuant to Rule 485(b) under the Securities Act of 1933, as part of the post-effective amendment relating to the Emerging Markets Bond Strategy Fund, a new series of the Trust.
Please contact me at (202) 373-6799 if you have questions.
Sincerely,
/s/ W. John McGuire
W. John McGuire
ITEM 28 - EXHIBIT (D) - INVESTMENT ADVISORY CONTRACTS
| • | Form of revised Schedule A to the Advisory Agreement dated March 1, 2012 between Rydex Series Funds and Security Investors, LLC |
SCHEDULE A,
revised as of , 2013
to the
ADVISORY AGREEMENT
dated March 1, 2012 between
RYDEX SERIES FUNDS
and
SECURITY INVESTORS, LLC
The Trust 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 the following fee schedule:
| Fund | Rate | Fund | Rate | |||||
Nova | 0.75% | All-Asset Conservative Strategy | 0.00% | |||||
Inverse S&P 500® Strategy | 0.90% | Commodities Strategy Fund | 0.75% | |||||
NASDAQ-100® | 0.75% | Consumer Products | 0.85% | |||||
Inverse NASDAQ-100® Strategy | 0.90% | Electronics | 0.85% | |||||
Mid-Cap 1.5x Strategy | 0.90% | Energy Services | 0.85% | |||||
Russell 2000® 1.5x Strategy | 0.90% | Financial Services | 0.85% | |||||
Government Long Bond 1.2x Strategy | 0.50% | Health Care | 0.85% | |||||
Europe 1.25x Strategy | 0.90% | Internet | 0.85% | |||||
S&P 500® Pure Value | 0.75% | Leisure | 0.85% | |||||
S&P 500® Pure Growth | 0.75% | Precious Metals | 0.75% | |||||
S&P MidCap 400® Pure Value | 0.75% | Real Estate | 0.85% | |||||
S&P MidCap 400® Pure Growth | 0.75% | Retailing | 0.85% | |||||
Inverse Mid-Cap Strategy | 0.90% | Technology | 0.85% | |||||
S&P SmallCap 600® Pure Value | 0.75% | Telecommunications | 0.85% | |||||
S&P SmallCap 600® Pure Growth | 0.75% | Transportation | 0.85% | |||||
Inverse Russell 2000® Strategy | 0.90% | Utilities | 0.85% | |||||
Strengthening Dollar 2x Strategy | 0.90% | U.S. Long Short Momentum | 0.90% | |||||
Weakening Dollar 2x Strategy Fund | 0.90% | S&P 500® | 0.75% | |||||
U.S. Government Money Market | 0.50% | Russell 2000® | 0.75% | |||||
High Yield Strategy | 0.75% | Inverse International 2x Strategy* | 0.75% | |||||
International 2x Strategy* | 0.75% | All-Asset Moderate Strategy | 0.00% | |||||
Managed Commodities Strategy | 0.90% | All-Asset Aggressive Strategy | 0.00% | |||||
Banking | 0.85% | Multi-Hedge Strategies | 1.15% | |||||
Basic Materials | 0.85% | Event Driven and Distressed Strategies Fund | 0.90% | |||||
Biotechnology | 0.85% | Japan 2x Strategy | 0.75% | |||||
Managed Futures Strategy | 0.90% | Emerging Markets 2x Strategy | 0.90% | |||||
Inverse High Yield Strategy | 0.75% | Inverse Emerging Markets 2x Strategy | 0.90% | |||||
Energy | 0.85% | Global Managed Futures Strategy | 0.90% | |||||
Inverse Government Long Bond Strategy | 0.90% | Emerging Markets Bond Strategy | 0.75% |
| * | Denotes Funds that have not yet commenced operations. |
Additions noted in bold.
ITEM 28 - EXHIBIT G - CUSTODIAN AGREEMENTS
| • | Form of revised Schedule II to the Foreign Custody Manager Agreement dated April 24, 2008 between the Registrant and U.S. Bank, National Association |
FOREIGN CUSTODY MANAGER AGREEMENT
SCHEDULE II
Europe 1.25x Strategy Fund
NASDAQ-100® Fund
Multi-Hedge Strategies Fund
Japan 2x Strategy Fund
Managed Commodities Strategy Fund
Event Driven and Distressed Strategies Fund
Emerging Markets 2x Strategy Fund
Inverse Emerging Markets 2x Strategy Fund
Global Managed Futures Strategy Fund
Emerging Markets Bond Strategy Fund
Additions noted in bold
ITEM 28 - EXHIBIT (H) - OTHER MATERIAL CONTRACTS
| • | Form of Amendment to the Fourth Amended and Restated Service Agreement between Rydex Series Funds and Rydex Fund Services, LLC, dated September 25, 1996, as amended November 15, 2004, August 29, 2005, August 28, 2006, and February 12, 2010 |
| • | Form of Amendment to the Accounting Services Agreement between Rydex Series Funds and Rydex Fund Services, LLC, dated September 25, 1996, as amended |
Amendment
dated , 2013
to the
Fourth Amended and Restated Service Agreement
between
Rydex Series Funds
and Rydex Fund Services, LLC,
dated September 25, 1996,
As Amended
November 15, 2004, August 29, 2005
August 28, 2006, and February 12, 2010
Amendment
to the
FOURTH AMENDED AND RESTATED
SERVICE AGREEMENT
dated September 25, 1996, as amended,
November 15, 2004, August 29, 2005
August 28, 2006 and February 12, 2010
between
RYDEX SERIES FUNDS
and
RYDEX FUND SERVICES, LLC
The following Amendment is made to Section 4 of the Amended and Restated Service Agreement between Rydex Series Funds (the “Trust”) and Rydex Fund Services, LLC (the “Servicer”), as amended to date (the “Agreement”), and is hereby incorporated into and made a part of the Agreement:
Section 4 of the Agreement is amended, effective February 14, 2013, to read as follows:
As consideration for the services provided hereunder, the Trust will pay the Servicer a fee on the last day of each month in which this Agreement is in effect, at the following annual rates based on the average daily net assets (the “Assets”) of each of the Trust’s series for such month as set forth in Schedule VI.
In the event that this Agreement commences on a date other than on the beginning of any calendar month, or if this Agreement terminates on a date other than the end of any calendar month, the fees payable hereunder by the Trust shall be proportionately reduced according to the number of days during such month that services were not rendered hereunder by the Servicer.
Schedule VI
Compensation
As consideration for the services provided hereunder, the Trust will pay the Servicer a fee on the last day of each month in which this Agreement is in effect, at the following annual rates based on the average daily net assets (the “Assets”) of each of the Trust’s series (a “Fund”) for such month:
| Fund Name | Investor Class Shares, Advisor Class Shares, H-Class Shares, Institutional Class Shares and (as applicable)
| Y-Class Shares | ||
Government Long Bond 1.2x Strategy Fund | 0.20% | |||
U.S. Government Money Market Fund | 0.20% | |||
Nova Fund | 0.25% | |||
Inverse S&P 500® Strategy Fund | 0.25% | |||
NASDAQ-100® Fund | 0.25% | |||
Inverse NASDAQ-100® Strategy Fund | 0.25% | |||
Inverse Government Long Bond Strategy Fund | 0.25% | |||
Europe 1.25x Strategy Fund | 0.25% | |||
Russell 2000® 1.5x Strategy Fund | 0.25% | |||
Mid-Cap 1.5x Strategy Fund | 0.25% | |||
S&P 500® Pure Value Fund | 0.25% | |||
S&P 500® Pure Growth Fund | 0.25% | |||
S&P MidCap 400® Pure Value Fund | 0.25% | |||
S&P MidCap 400® Pure Growth Fund | 0.25% | |||
Inverse Mid-Cap Strategy Fund | 0.25% | |||
S&P SmallCap 600® Pure Value Fund | 0.25% | |||
S&P SmallCap 600® Pure Growth Fund | 0.25% | |||
Inverse Russell 2000® Strategy Fund | 0.25% | |||
Strengthening Dollar 2x Strategy Fund | 0.25% | |||
Weakening Dollar 2x Strategy Fund | 0.25% | |||
Banking Fund | 0.25% | |||
Basic Materials Fund | 0.25% | |||
Biotechnology Fund | 0.25% | |||
Consumer Products Fund | 0.25% | |||
Electronics Fund | 0.25% | |||
Energy Fund | 0.25% | |||
Energy Services Fund | 0.25% | |||
Financial Services Fund | 0.25% | |||
Health Care Fund | 0.25% | |||
Internet Fund | 0.25% | |||
Leisure Fund | 0.25% | |||
Precious Metals Fund | 0.25% |
| Fund Name | Investor Class Shares, Advisor Class Shares, H-Class Shares, Institutional Class Shares and (as applicable)
| Y-Class Shares | ||
Real Estate Fund | 0.25% | |||
Retailing Fund | 0.25% | |||
Technology Fund | 0.25% | |||
Telecommunications Fund | 0.25% | |||
Transportation Fund | 0.25% | |||
Utilities Fund | 0.25% | |||
Commodities Strategy Fund | 0.25% | |||
U.S. Long Short Momentum Fund | 0.25% | |||
Multi-Hedge Strategies Fund | 0.25% | |||
S&P 500® Fund | 0.25% | |||
Russell 2000® Fund | 0.25% | |||
All-Asset Moderate Strategy Fund | 0.25% | |||
All-Asset Conservative Strategy Fund | 0.25% | |||
All-Asset Aggressive Strategy Fund | 0.25% | |||
Managed Futures Strategy Fund | 0.25% | 0.20% | ||
High Yield Strategy Fund | 0.25% | |||
Inverse High Yield Strategy Fund | 0.25% | |||
Japan 2x Strategy Fund | 0.25% | |||
Managed Commodities Strategy Fund | 0.25% | 0.20% | ||
Event Driven and Distressed Strategies Fund | 0.25% | |||
International 2x Strategy Fund | 0.25% | |||
Inverse International 2x Strategy Fund | 0.25% | |||
Emerging Markets 2x Strategy Fund | 0.25% | |||
Inverse Emerging Markets 2x Strategy Fund | 0.25% | |||
Global Managed Futures Strategy Fund | 0.25% | |||
Emerging Markets Bond Strategy Fund | 0.25% |
Additions are noted in bold
In witness whereof, the parties hereto have caused this Amendment to be executed in their names and on their behalf and through their duly-authorized officers as of the day of , 2013.
| RYDEX SERIES FUNDS | ||||
| By: | ||||
| Name: | Donald C. Cacciapaglia | |||
| Title: | President | |||
| RYDEX FUND SERVICES, LLC | ||||
| By: | ||||
| Name: | Nick Bonos | |||
| Title: | President and Chief Executive Officer | |||
Amendment
dated , 2013
to the
Accounting Services Agreement
between
Rydex Series Funds
and Rydex Fund Services, LLC,
dated September 25, 1996,
as Amended
Amendment
Dated , 2013
to the
ACCOUNTING SERVICES AGREEMENT
dated September 25, 1996, as amended,
between
RYDEX SERIES FUNDS
and
RYDEX FUND SERVICES, LLC
The following Amendment, which supercedes all previous amendments, is made to the Accounting Services Agreement between Rydex Series Funds (the “Trust”) and Rydex Fund Services, LLC (the “Servicer”), dated September 25, 1996, as amended to date (the “Agreement”), and is hereby incorporated into and made a part of the Agreement:
The fourth paragraph under the section “Witnesseth” of the Agreement is amended, effective February 14, 2013, to read as follows:
WHEREAS, the board of trustees of the trust, pursuant to Article IV, Section 4.01(o), “Board of Trustees; Powers,” of the Trust Declaration, have created the following series of shares of the Trust: Government Long Bond 1.2x Strategy Fund, U.S. Government Money Market Fund, Nova Fund, Inverse S&P 500® Strategy Fund, NASDAQ-100® Fund, Inverse NASDAQ-100® Strategy Fund, Inverse Government Long Bond Strategy Fund, Europe 1.25x Strategy Fund, Russell 2000® 1.5x Strategy Fund, Mid-Cap 1.5x Strategy Fund, S&P 500® Pure Value Fund, S&P 500® Pure Growth Fund, S&P MidCap 400® Pure Value Fund, S&P MidCap 400® Pure Growth Fund, Inverse Mid-Cap Strategy Fund, S&P SmallCap 600® Pure Value Fund, S&P SmallCap 600® Pure Growth Fund, Inverse Russell 2000® Strategy Fund, Strengthening Dollar 2x Strategy Fund, Weakening Dollar 2x Strategy Fund, Banking Fund, Basic Materials Fund, Biotechnology Fund, Commodities Strategy Fund, Consumer Products Fund, Electronics Fund, Energy Fund, Energy Services Fund, Financial Services Fund, Health Care Fund, Internet Fund, Leisure Fund, Precious Metals Fund, Real Estate Fund, Retailing Fund, Technology Fund, Telecommunications Fund, Transportation Fund, Utilities Fund, U.S. Long Short Momentum Fund, Multi-Hedge Strategies Fund, S&P 500® Fund, Russell 2000® Fund, All-Asset Conservative Strategy Fund, All-Asset Moderate Strategy Fund, All-Asset Aggressive Strategy Fund, Managed Futures Strategy Fund, High Yield Strategy Fund, Inverse High Yield Strategy Fund, Japan 2x Strategy Fund, Managed Commodities Strategy Fund, Event Driven and Distressed Strategies Fund, International 2x Strategy Fund, Inverse International 2x Strategy Fund, Emerging Markets 2x Strategy Fund, Inverse Emerging Markets 2x Strategy Fund, Global Managed Futures Strategy Fund, and Emerging Markets Bond Strategy Fund (collectively, the “Rydex Funds”).
Additions are noted in bold.
In witness whereof, the parties hereto have caused this Amendment to be executed in their names and on their behalf and through their duly-authorized officers as of the day of 2013.
| RYDEX SERIES FUNDS | ||||
| /s/ | ||||
| By: | Donald C. Cacciapaglia | |||
| Title: | President | |||
| RYDEX FUND SERVICES, LLC | ||||
| /s/ | ||||
| By: | Nick Bonos | |||
| Title: | President and Chief Executive Officer | |||
ITEM 28 - EXHIBIT I - LEGAL OPINION
| • | Form of Legal Opinion |
9401 INDIAN CREEK PARKWAY 40 CORPORATE WOODS SUITE 850 OVERLAND PARK, KANSAS 66210 800 820 0888 OFFICE GUGGENHEIMINVESTMENTS.COM |
FORM OF
August 1, 2013
Rydex Series Funds
805 King Farm Boulevard
Suite 600
Rockville, MD 20850
| Re: | Opinion of Counsel Regarding Post-Effective Amendment to the Registration Statement Filed on Form N-1A Under the Securities Act of 1933 |
Ladies and Gentlemen:
I have acted as counsel to Rydex Series Funds, a Delaware statutory trust (the “Trust”), in connection with the above-referenced registration statement on Form N-1A (the “Registration Statement”) which relates to the Trust’s shares of beneficial interest (collectively, the “Shares”) of Emerging Markets Bond Strategy Fund, a series of the Trust. This opinion is being delivered to you in connection with the Trust’s filing of a Post-Effective Amendment to the Registration Statement (the “Amendment”) to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification except to the extent otherwise expressly stated, and I express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, I have reviewed, among other things, executed copies of the following documents:
| (a) | a certificate of the State of Delaware as to the existence and good standing of the Trust; |
| (b) | copies of the Trust’s Agreement and Declaration of Trust and all amendments and supplements thereto (the “Declaration of Trust”) and Amended and Restated By-Laws and all amendments and supplements thereto (the “By-Laws”); and |
| (c) | a printer’s proof of the Amendment. |
In my capacity as counsel to the Trust, I have examined the originals or certified, conformed or reproduced copies of all records, agreements, instruments and documents as I have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, I have assumed the legal capacity of all natural persons executing documents, the genuineness of
all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to me as conformed or reproduced copies. As to various questions of fact relevant to such opinion, I have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers or representatives of the Trust. I have assumed that the Amendment, as filed with the U.S. Securities and Exchange Commission, will be in substantially the form of the printer’s proof referred to in paragraph (c) above.
Based upon, and subject to, the limitations set forth herein, I am of the opinion that the Shares, when issued and sold in accordance with the Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not concede that I am in the category of persons whose consent is required under Section 7 of the 1933 Act.
Very truly yours,
Amy J. Lee
Vice President and Secretary
ITEM 28 - EXHIBIT (M) - RULE 12B-1 PLAN
| • | Form of Amendment to the Distribution Plan for H-Class Shares of Rydex Series Funds, dated February 25, 2000, as amended |
| • | Form of Amendment to the Distribution Plan - A-Class Shares of Rydex Series Funds, dated November 5, 2001, as amended |
| • | Form of Amendment to the Distribution and Shareholder Services Plan - Advisor Class and C-Class Shares of Rydex Series Funds, dated August 28, 2000, as amended |
Amendment
dated , 2013,
to the
Distribution Plan – H-Class Shares
of
Rydex Series Funds,
dated February 25, 2000,
as Amended
EXHIBIT A
Rydex Series Funds
Distribution Fees – H-Class Shares
Rydex Series Funds
Mid-Cap 1.5x Strategy Fund
Russell 2000® 1.5x Strategy Fund
Europe 1.25x Strategy Fund
U.S. Long Short Momentum Fund
Multi-Hedge Strategies Fund
S&P 500® Pure Value Fund
S&P 500® Pure Growth Fund
S&P MidCap 400® Pure Value Fund
S&P MidCap 400® Pure Growth Fund
Inverse Mid-Cap Strategy Fund
S&P SmallCap 600® Pure Value Fund
S&P SmallCap 600® Pure Growth Fund
Inverse Russell 2000® Strategy Fund
Strengthening Dollar 2x Strategy Fund
Weakening Dollar 2x Strategy Fund
Real Estate Fund
Commodities Strategy Fund
S&P 500® Fund
Russell 2000® Fund
All-Asset Moderate Strategy Fund
All-Asset Conservative Strategy Fund
All-Asset Aggressive Strategy Fund
Managed Futures Strategy Fund
High Yield Strategy Fund
Inverse High Yield Strategy Fund
Japan 2x Strategy Fund
Managed Commodities Strategy Fund
Event Driven and Distressed Strategies Fund
International 2x Strategy Fund
Inverse International 2x Strategy Fund
Emerging Markets 2x Strategy Fund
Inverse Emerging Markets 2x Strategy Fund
Global Managed Futures Strategy Fund
Emerging Markets Bond Strategy Fund
Distribution Fees
Distribution Services…………………………….twenty-five basis points (.25%)
Calculation of Fees
Distribution fees are based on a percentage of the Funds’ average daily net assets attributable to Shares of the Funds.
Additions are noted in bold.
Amendment
dated , 2013,
to the
Distribution Plan – A-Class Shares
of
Rydex Series Funds,
dated November 5, 2001,
as Amended
EXHIBIT A
Rydex Series Funds
Distribution Fees – A-Class Shares
Rydex Series Funds
Nova Fund
Inverse S&P 500® Strategy Fund
NASDAQ-100® Fund
Inverse Government Long Bond Strategy Fund
Mid-Cap 1.5x Strategy Fund
Inverse NASDAQ-100® Strategy Fund
Government Long Bond 1.2x Strategy Fund
Russell 2000® 1.5x Strategy Fund
Europe 1.25x Strategy Fund
S&P 500® Pure Value Fund
S&P 500® Pure Growth Fund
S&P MidCap 400® Pure Value Fund
S&P MidCap 400® Pure Growth Fund
Inverse Mid-Cap Strategy Fund
S&P SmallCap 600® Pure Value Fund
S&P Small-Cap 600® Pure Growth Fund
Inverse Russell 2000® Strategy Fund
Strengthening Dollar 2x Strategy Fund
Weakening Dollar 2x Strategy Fund
U.S. Long Short Momentum Fund
Multi-Hedge Strategies Fund
Banking Fund
Basic Materials Fund
Biotechnology Fund
Commodities Strategy Fund
Consumer Products Fund
Electronics Fund
Energy Fund
Energy Services Fund
Financial Services Fund
Health Care Fund
Internet Fund
Leisure Fund
Precious Metals Fund
Real Estate Fund
Retailing Fund
Technology Fund
Telecommunications Fund
Transportation Fund
Utilities Fund
S&P 500® Fund
Russell 2000® Fund
All-Asset Moderate Strategy Fund
All-Asset Conservative Strategy Fund
All-Asset Aggressive Strategy Fund
Managed Futures Strategy Fund
High Yield Strategy Fund
Inverse High Yield Strategy Fund
Japan 2x Strategy Fund
Managed Commodities Strategy Fund
Event Driven and Distressed Strategies Fund
International 2x Strategy Fund
Inverse International 2x Strategy Fund
Emerging Markets 2x Strategy Fund
Inverse Emerging Markets 2x Strategy Fund
Global Managed Futures Strategy Fund
Emerging Markets Bond Strategy Fund
Additions are noted in bold.
Distribution Fees
Distribution Services…………………………….twenty-five basis points (.25%)
Calculation of Fees
Distribution fees are based on a percentage of the Funds’ average daily net assets attributable to Shares of the Funds.
Amendment
dated , 2013
to the
Distribution and Shareholder Services Plan—Advisor Class and C-Class Shares
of
Rydex Series Funds,
dated August 28, 2000,
as Amended
EXHIBIT A
Rydex Series Funds
Distribution and Shareholder Service Fees – Advisor Class Shares
Rydex Funds – Advisor Class Shares
Nova Fund
Inverse S&P 500® Strategy Fund
NASDAQ-100® Fund
Inverse NASDAQ-100® Strategy Fund
Government Long Bond 1.2x Strategy Fund
Inverse Government Long Bond Strategy Fund
Banking Fund
Basic Materials Fund
Biotechnology Fund
Consumer Products Fund
Electronics Fund
Energy Fund
Energy Services Fund
Financial Services Fund
Health Care Fund
Internet Fund
Leisure Fund
Precious Metals Fund
Retailing Fund
Technology Fund
Telecommunications Fund
Transportation Fund
Utilities Fund
EXHIBIT B
Rydex Series Funds
Distribution and Shareholder Service Fees – C-Class Shares
Rydex Funds – C-Class
Nova Fund
Inverse S&P 500® Strategy Fund
NASDAQ-100® Fund
Inverse Government Long Bond Strategy Fund
Mid-Cap 1.5x Strategy Fund
Inverse NASDAQ-100® Strategy Fund
Government Long Bond 1.2x Strategy Fund
Russell 2000® 1.5x Strategy Fund
Europe 1.25x Strategy Fund
S&P 500® Pure Value Fund
S&P 500® Pure Growth Fund
S&P MidCap 400® Pure Value Fund
S&P MidCap 400® Pure Growth Fund
Inverse Mid-Cap Strategy Fund
S&P SmallCap 600® Pure Value Fund
S&P Small-Cap 600® Pure Growth Fund
Inverse Russell 2000® Strategy Fund
Strengthening Dollar 2x Strategy Fund
Weakening Dollar 2x Strategy Fund
U.S. Long Short Momentum Fund
Multi-Hedge Strategies Fund
Banking Fund
Basic Materials Fund
Biotechnology Fund
Commodities Strategy Fund
Consumer Products Fund
Electronics Fund
Energy Fund
Energy Services Fund
Financial Services Fund
Health Care Fund
Internet Fund
Leisure Fund
Precious Metals Fund
Real Estate Fund
Retailing Fund
Technology Fund
Telecommunications Fund
Transportation Fund
Utilities Fund
S&P 500® Fund
Russell 2000® Fund
All-Asset Moderate Strategy Fund
All-Asset Conservative Strategy Fund
All-Asset Aggressive Strategy Fund
Managed Futures Strategy Fund
High Yield Strategy Fund
Inverse High Yield Strategy Fund
Japan 2x Strategy Fund
Managed Commodities Strategy Fund
Event Driven and Distressed Strategies Fund
International 2x Strategy Fund
Inverse International 2x Strategy Fund
Emerging Markets 2x Strategy Fund
Inverse Emerging Markets 2x Strategy Fund
Global Managed Futures Strategy Fund
Emerging Markets Bond Strategy Fund
Distribution and Shareholder Service Fees
Distribution Services…………………………………………Seventy-Five basis points (.75%)
Shareholder Services………………………………………….Twenty-Five basis points (.25%)
Calculation of Fees
Distribution and Shareholder Service fees are based on a percentage of the Funds’ average daily net assets attributable to Shares of the Funds.
Additions are noted in bold.
ITEM 28 - EXHIBIT (N) - RULE 18F-3 PLAN
| • | Form of revised Schedule A to the Amended and Restated Rule 18f-3 Plan dated August 28, 2000, as Amended and Restated February 14, 2013 |
RULE 18F-3 MULTIPLE CLASS PLAN
Schedule A
| FUND | INVESTOR CLASS SHARES | ADVISOR CLASS SHARES | A-CLASS SHARES | C-CLASS SHARES | H-CLASS SHARES | Y- CLASS SHARES | INSTITUTIONAL CLASS SHARES | MONEY MARKET CLASS SHARES | ||||||||
| Nova Fund | X | X | X | X | ||||||||||||
Inverse S&P 500 Strategy Fund | X | X | X | X | ||||||||||||
| NASDAQ-100® Fund | X | X | X | X | ||||||||||||
| Inverse NASDAQ- 100® Strategy Fund | X | X | X | X | ||||||||||||
| Government Long Bond 1.2x Strategy Fund | X | X | X | X | ||||||||||||
| Inverse Government Long Bond Strategy Fund | X | X | X | X | ||||||||||||
| U.S. Government Money Market Fund* | X | |||||||||||||||
| Europe 1.25x Strategy Fund | X | X | X | |||||||||||||
| Japan 2x Strategy Fund | X | X | X | |||||||||||||
| Russell 2000® 1.5x Strategy Fund | X | X | X | |||||||||||||
| Mid-Cap 1.5x Strategy Fund | X | X | X | |||||||||||||
| Inverse Mid-Cap Strategy | X | X | X | |||||||||||||
| S&P 500® Pure Value Fund | X | X | X |
| FUND | INVESTOR CLASS SHARES | ADVISOR CLASS SHARES | A-CLASS SHARES | C-CLASS SHARES | H-CLASS SHARES | Y- CLASS SHARES | INSTITUTIONAL CLASS SHARES | MONEY MARKET CLASS SHARES | ||||||||
| S&P 500® Pure Growth Fund | X | X | X | |||||||||||||
| S&P MidCap 400® Pure Value Fund | X | X | X | |||||||||||||
| S&P MidCap 400® Pure Growth Fund | X | X | X | |||||||||||||
| S&P SmallCap 600® Pure Value Fund | X | X | X | |||||||||||||
| S&P SmallCap 600® Pure Growth Fund | X | X | X | |||||||||||||
| Inverse Russell 2000® Strategy Fund | X | X | X | |||||||||||||
| Strengthening Dollar 2x Strategy Fund | X | X | X | |||||||||||||
| Weakening Dollar 2x Strategy Fund | X | X | X | |||||||||||||
| Banking Fund | X | X | X | X | ||||||||||||
| Basic Materials Fund | X | X | X | X | ||||||||||||
| Biotechnology Fund | X | X | X | X | ||||||||||||
Commodities Strategy Fund | X | X | X | |||||||||||||
| Consumer Products Fund | X | X | X | X | ||||||||||||
| Electronics Fund | X | X | X | X | ||||||||||||
| Energy Fund | X | X | X | X | ||||||||||||
| Energy Services Fund | X | X | X | X | ||||||||||||
| Financial Services Fund | X | X | X | X | ||||||||||||
| Health Care Fund | X | X | X | X | ||||||||||||
| Internet Fund | X | X | X | X | ||||||||||||
Leisure Fund | X | X | X | X |
| FUND | INVESTOR CLASS SHARES | ADVISOR CLASS SHARES | A-CLASS SHARES | C-CLASS SHARES | H-CLASS SHARES | Y- CLASS SHARES | INSTITUTIONAL CLASS SHARES | MONEY MARKET CLASS SHARES | ||||||||
Precious Metals Fund | X | X | X | X | ||||||||||||
Real Estate Fund | X | X | X | |||||||||||||
Retailing Fund | X | X | X | X | ||||||||||||
Technology Fund | X | X | X | X | ||||||||||||
Telecommunications Fund | X | X | X | X | ||||||||||||
Transportation Fund | X | X | X | X | ||||||||||||
Utilities Fund | X | X | X | X | ||||||||||||
U.S. Long Short Momentum Fund | X | X | X | X | ||||||||||||
Multi-Hedge Strategies Fund | X | X | X | X | ||||||||||||
S&P 500® Fund | X | X | X | |||||||||||||
Russell 2000® Fund | X | X | X | |||||||||||||
All-Asset Moderate Strategy Fund | X | X | X | |||||||||||||
All-Asset Conservative Strategy Fund | X | X | X | |||||||||||||
All-Asset Aggressive Strategy Fund | X | X | X | |||||||||||||
High Yield Strategy Fund | X | X | X | |||||||||||||
Inverse High Yield Strategy Fund | X | X | X | |||||||||||||
Managed Futures Strategy Fund | X | X | X | X | X | |||||||||||
Managed Commodities Strategy Fund | X | X | X | X | X |
| FUND | INVESTOR CLASS SHARES | ADVISOR CLASS SHARES | A-CLASS SHARES | C-CLASS SHARES | H-CLASS SHARES | Y- CLASS SHARES | INSTITUTIONAL CLASS SHARES | MONEY MARKET CLASS SHARES | ||||||||
Event Driven and Distressed Strategies Fund | X | X | X | X | ||||||||||||
International 2x Strategy Fund | X | X | X | |||||||||||||
Inverse International 2x Strategy Fund | X | X | X | |||||||||||||
Emerging Markets 2x Strategy Fund | X | X | X | |||||||||||||
Inverse Emerging Markets 2x Strategy Fund | X | X | X | |||||||||||||
Emerging Markets Bond Strategy Fund | X | X | X |
| * | Effective June 15, 2012, the U.S. Government Money Market Fund no longer offers Investor Class Shares, Advisor Class Shares, A-Class Shares, C Class Shares and Investor2 Class Shares and instead offers a single share class, Money Market Class Shares. |
Additions noted in bold.