SCHEDULE 14A
                                 (Rule 14a-101)
                    INFORMATION REQUIRED IN A PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X]   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only (as permitted by Rule
      14a-6(e)(2))
[ ]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Under Rule 14a-12

                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS
                              RYDEX VARIABLE TRUST
                                 RYDEX ETF TRUST
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.
[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

      1)    Title of each class of securities to which transaction applies:

      2)    Aggregate number of securities to which transaction applies:

      3)    Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

      4)    Proposed maximum aggregate value of transaction:

      5)    Total fee paid:

[ ]   Fee paid previously with preliminary materials.
[ ]   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

      1)    Amount Previously Paid:

      2)    Form, Schedule or Registration Statement No.:

      3)    Filing Party:

      4)    Date Filed:



                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS
                              RYDEX VARIABLE TRUST
                                 RYDEX ETF TRUST

Dear Shareholder:

On June 28,  2007,  Security  Benefit  Corporation  and  Security  Benefit  Life
Insurance  Company  (together,  "Security  Benefit") entered into a Purchase and
Sale  Agreement  with  Rydex  NV,  Inc.,  ICT  Holdings,  LLC,  Rydex  Holdings,
Inc.("Rydex  Holdings"),  and Investment  Capital  Technologies,  LLC ("ICT" and
together with Rydex Holdings,  "Rydex")  pursuant to which PADCO Advisors,  Inc.
and PADCO  Advisors II, Inc.,  d/b/a Rydex  Investments,  (the  "Advisor"),  the
investment  adviser to the Rydex  family of mutual  funds (the  "Rydex  Funds"),
together with several other Rydex entities, will be acquired by Security Benefit
(the "Transaction"). Security Benefit is a financial services firm that provides
a broad variety of retirement plan and other financial  products to customers in
the advisor, banking, education,  government,  institutional, and qualified plan
markets.  Upon completion of the Transaction,  the Advisor,  Rydex Distributors,
Inc.,  the  Rydex  Funds'  distributor,  and  Rydex  Fund  Services,  Inc.,  the
administrator and transfer agent for Rydex Series Funds, Rydex Dynamic Funds and
Rydex Variable  Trust,  will be wholly-owned  subsidiaries of Security  Benefit.
Although the  Transaction  is not  expected to have any  material  impact on the
Rydex Funds or their shareholders,  it will result in a change of control of the
Advisor.  Under the  requirements  of the Investment  Company Act of 1940,  this
change of control will cause the automatic termination of each of the investment
advisory  agreements between the Advisor and each of the Rydex Funds, as well as
the  investment  sub-advisory  agreement  between the Advisor and CLS Investment
Firm, LLC ("CLS"),  which serves as the sub-adviser to three of the Rydex Funds.
Accordingly, by this proxy statement, we are requesting that the shareholders of
the Funds vote on whether to approve new investment  advisory agreements to take
the place of those that will be terminated,  so that the Advisor may continue to
manage the Rydex Funds.


As a result, a Special Joint Meeting of Shareholders  (the "Meeting") of each of
the Rydex  Funds,  which are listed in the Notice of  Special  Joint  Meeting of
Shareholders on page 1, has been scheduled for Thursday, October 4, 2007. If you
are a  shareholder  of  record  of any of the  Rydex  Funds  as of the  close of
business  on August  6, 2007 you are  entitled  to vote at the  Meeting  and any
adjournment of the Meeting.

At the Meeting,  you will be asked to approve new investment advisory agreements
with the Advisor, as well as a new investment sub-advisory agreement between the
Advisor and CLS under terms that are the same in all material respects to those
of the previous investment advisory and investment sub-advisory  agreements.  NO
FEE INCREASE IS EXPECTED TO RESULT FROM  APPROVING THE NEW  INVESTMENT  ADVISORY
AND INVESTMENT SUB-ADVISORY AGREEMENTS.

I'm sure that you,  like most  people,  lead a busy life and are  tempted to put
this proxy aside for another day.  Please don't.  The failure to return  proxies
could  delay  the  Meeting  and the  approval  of new  investment  advisory  and
sub-advisory agreements. YOUR VOTE IS IMPORTANT TO US. PLEASE TAKE A FEW MINUTES
TO REVIEW THIS PROXY STATEMENT AND VOTE YOUR SHARES TODAY.

While you are, of course,  welcome to join us at the Meeting and vote in person,
it is not necessary to do so. As a  convenience,  we have created  three other
options by which to vote your shares:

      o     THE INTERNET: Follow the instructions located on your proxy card and
            make sure this option is available at the time you plan to vote.

      o     TOUCH-TONE PHONE: The phone number is located on your proxy card. Be
            sure you have your  control  number,  which is located on your proxy
            card, available at the time you call.

      o     BY MAIL:  Simply  execute  your  proxy  card and  enclose  it in the
            postage paid envelope found in this proxy package.


                                        i



Whether or not you plan to attend the Meeting,  we need your vote. Please do not
hesitate to call 1-XXX-XXXX (1-888-XXX-XXXX) if you have any questions about the
proposals under  consideration.  Thank you for taking the time to consider these
important proposals and for your investment in the Rydex Funds.

            EVERY VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN

The Advisor has engaged the services of [Insert Name of Proxy Solicitor], as the
professional proxy solicitation agent, to assist shareholders through the voting
process. As the Meeting approaches,  if you have not yet voted,  [Insert Name of
Proxy  Solicitor]  may contact you to remind you to vote your shares in order to
be represented at the Meeting.  If you should have any questions about the Proxy
Statement or the execution of your vote,  please  contact  [Insert Name of Proxy
Solicitor] at 1-800-XXX-XXXX. They will be happy to assist you.

We appreciate your time and consideration.

                                            Sincerely,

                                            Carl G. Verboncoeur
                                            President

PROMPT  EXECUTION  AND  RETURN  OF THE  ENCLOSED  PROXY  CARD  IS  REQUESTED.  A
SELF-ADDRESSED,  POSTAGE-PAID  ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE,  ALONG
WITH  INSTRUCTIONS  ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE  SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.


                                       ii



                      VERY IMPORTANT NEWS FOR SHAREHOLDERS

We recommend that you read the complete Proxy Statement.  For your  convenience,
we have  provided  a brief  overview  of the  proposals  to be  voted  on at the
Meeting.

                              QUESTIONS AND ANSWERS

Q.    WHY AM I RECEIVING THIS PROXY STATEMENT?

A.    You are  receiving  these proxy  materials - a booklet  that  includes the
      Proxy  Statement  and your proxy card - because you have the right to vote
      on these  important  proposals  concerning  your  investment  in the Rydex
      Funds.  Each of the proposals  relates to actions that need to be taken in
      response  to the  impending  change in control of Rydex  Investments  (the
      "Advisor"), the investment adviser to the Rydex Funds.

Q.    WHY AM I BEING ASKED TO VOTE ON NEW INVESTMENT ADVISORY AGREEMENTS?

A.    The Investment  Company Act of 1940, as amended (the "1940 Act"),  the law
      that regulates mutual funds,  including the Rydex Funds,  requires that an
      investment  advisory  agreement  between an investment  adviser and a fund
      terminate whenever there is a change in control of the investment adviser.
      After such  investment  advisory  agreement  terminates,  a new investment
      advisory  agreement  between the  investment  adviser and the fund must be
      approved  by the  shareholders  of the  fund in order  for the  investment
      adviser to continue to manage the fund's investments.

      The Advisor is a wholly-owned subsidiary of Rydex Holdings, Inc., which is
      a  wholly-owned  subsidiary  of Rydex NV, Inc.  Rydex NV, Inc. is owned by
      various  trusts  controlled  by the  Viragh  family  (the  "Viragh  Family
      Trust").  On June 28,  2007,  Security  Benefit  Corporation  and Security
      Benefit Life Insurance Company (together, "Security Benefit") entered into
      a Purchase and Sale  Agreement  with Rydex NV, Inc.,  ICT  Holdings,  LLC,
      Rydex   Holdings,   Inc.   ("Rydex   Holdings")  and  Investment   Capital
      Technologies,  LLC  ("ICT" and  together  with  Rydex  Holdings,  "Rydex")
      pursuant to which  Security  Benefit will acquire 100% of the  outstanding
      shares  of  common  stock of Rydex  Holdings  and 100% of the  outstanding
      limited  liability  company  interests  of ICT (the  "Transaction").  Once
      completed,  the  Transaction  will  result in a change of control of Rydex
      Holdings, Inc. and, ultimately,  the Advisor. The change of control of the
      Advisor, in turn, will result in the termination of each of the investment
      advisory  agreements  between the  Advisor and the Trusts,  as well as the
      investment  sub-advisory  agreement between the Advisor and CLS Investment
      Firm, LLC ("CLS"), the sub-adviser to the CLS AdvisorOne Amerigo Fund, CLS
      AdvisorOne   Clermont  Fund,   and  CLS  AdvisorOne   Berolina  Fund  (the
      "Sub-Advised  Funds")  of the  Rydex  Variable  Trust  (each,  a  "Current
      Agreement" and collectively, the "Current Agreements").

      At a Special Meeting of the Boards of Trustees of each Trust (the "Board")
      held on July 10, 2007,  the Board  considered  and voted in favor of a new
      investment  advisory  agreement  for  each  Trust,  and a  new  investment
      sub-advisory  agreement  between the  Advisor and CLS for the  Sub-Advised
      Funds,  (each, a "New Agreement" and  collectively,  the "New Agreements")
      pursuant to which,  subject to its  approval by each Fund's  shareholders,
      the Advisor will continue to serve as investment adviser to each Fund, and
      CLS will continue to serve as investment  sub-adviser  to the  Sub-Advised
      Funds, after the completion of the Transaction. The Advisor's fees for its
      services  to the Funds  under each New  Agreement  will be the same as its
      fees under the corresponding Current Agreement (the Advisor is responsible
      for  the  payment  of  fees  to CLS  for  services  it  performs  for  the
      Sub-Advised  Funds).  The other terms of the New  Agreements  will also be
      the same in all material respects to those of the Current Agreements.


                                       iii



Q.    HOW WILL THE CHANGE IN CONTROL OF THE ADVISOR AFFECT ME?

A.    Other than the change in the ownership, the operations of the Advisor, the
      fees payable to the Advisor and the persons responsible for the day-to-day
      investment management of the Rydex Funds are expected to remain unchanged.
      Security  Benefit and the current  management  of the Advisor have assured
      the Board that there will be no  reduction in the nature or quality of the
      investment  advisory  services  provided  to each  Fund as a result of the
      change in ownership.

Q.    HOW DO THE CURRENT TRUSTEES SUGGEST THAT I VOTE?

A.    After careful  consideration,  the Trustees voted unanimously to recommend
      that you vote "FOR" all of the proposals contained in the Proxy Statement.
      Please see the section  entitled "Board  Recommendations"  with respect to
      each  proposal for a discussion  of the Board's  considerations  in making
      such recommendations.

Q.    WILL MY VOTE MAKE A DIFFERENCE?

A.    Yes.  Your vote is needed to ensure that the  proposals can be acted upon.
      We encourage all  shareholders  to  participate in the governance of their
      Fund(s). Additionally,  your immediate response on the enclosed proxy card
      will help save the costs of any further solicitations.

Q.    I'M A SMALL INVESTOR. WHY SHOULD I BOTHER TO VOTE?

A.    Every vote is important.  If numerous  shareholders  just like you fail to
      vote,  the Funds  may not  receive  enough  votes to go  forward  with the
      Special Joint Meeting of Shareholders  (the  "Meeting").  If this happens,
      the Funds will need to solicit votes again. This may delay the Meeting and
      the approval of the New Agreements.

Q.    HOW DO I PLACE MY VOTE?

A.    You may provide a Fund with your vote via mail, by Internet, by telephone,
      or in person. You may use the enclosed  postage-paid envelope to mail your
      proxy card.  Please  follow the  enclosed  instructions  to utilize any of
      these voting methods.  If you need more  information on how to vote, or if
      you have any questions, please call the Funds' proxy solicitation agent.

Q.    WHOM DO I CALL IF I HAVE QUESTIONS?

A.    We will be happy to answer your questions  about this proxy  solicitation.
      Please call the Funds' proxy solicitation agent at 1-800-XXX-XXXX  between
      8:30 a.m. and 5:00 p.m., Eastern Time, Monday through Friday.

     PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
     SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE,
    ALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE
               SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.


                                       iv



                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS
                              RYDEX VARIABLE TRUST
                                 RYDEX ETF TRUST

                         9601 Blackwell Road, Suite 500
                            Rockville, Maryland 20850

                 NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS

                     TO BE HELD ON THURSDAY, OCTOBER 4, 2007

Notice is hereby  given  that a  Special  Joint  Meeting  of  Shareholders  (the
"Meeting") of each of the trusts (each a "Trust" and collectively, the "Trusts")
and their  respective  series  (each a "Fund" and  collectively,  the "Funds" or
"Rydex  Funds")  listed below will be held at the offices of Rydex  Investments,
9601 Blackwell Road, Suite 500, Rockville,  Maryland 20850 on Thursday,  October
4, 2007 at 4:30 p.m. Eastern Time.


                                                                              
------------------------------------------------------------------------------------------------------------------------------------
                                                         RYDEX SERIES FUNDS
------------------------------------------------------------------------------------------------------------------------------------
Absolute Return Strategies Fund             High Yield Strategy Fund                Nova Fund
------------------------------------------------------------------------------------------------------------------------------------
Banking Fund                                Internet Fund                           OTC Fund
------------------------------------------------------------------------------------------------------------------------------------
Basic Materials Fund                        Inverse Government Long Bond            Precious Metals Fund
                                            Strategy Fund (Formerly, Inverse
                                            Government Long Bond Fund)
------------------------------------------------------------------------------------------------------------------------------------
Biotechnology Fund                          Inverse High Yield Strategy Fund        Real Estate Fund
------------------------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund (Formerly,        Inverse Mid-Cap Strategy Fund           Retailing Fund
Commodities Fund)                           (Formerly, Inverse Mid-Cap Fund)
------------------------------------------------------------------------------------------------------------------------------------
Consumer Products Fund                      Inverse OTC Strategy Fund               Russell 2000(R) 1.5x Strategy Fund (Formerly,
                                            (Formerly, Inverse OTC Fund)            Russell 2000(R) Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Electronics Fund                            Inverse Russell 2000(R) Strategy Fund   Russell 2000(R) Fund
                                            (Formerly, Inverse Russell 2000(R)
                                            Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Fund                                 Inverse S&P 500 Strategy Fund           S&P 500 Fund
                                            (Formerly, Inverse S&P 500 Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Services Fund                        Japan 1.25x Strategy Fund               Sector Rotation Fund
                                            (Formerly, Japan Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Aggressive Fund         Large-Cap Growth Fund                   Small-Cap Growth Fund
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund       Large-Cap Value Fund                    Small-Cap Value Fund
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Moderate Fund           Leisure Fund                            Strengthening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Strengthening Dollar
                                                                                    Fund)
------------------------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund (Formerly,       Managed Futures Strategy Fund           Technology Fund
Europe Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Financial Services Fund                     Mid-Cap 1.5x Strategy Fund              Telecommunications Fund
                                            (Formerly, Mid-Cap Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.25x Strategy Fund    Mid-Cap Growth Fund                     Transportation Fund
(Formerly, Government Long Bond Advantage
Fund)
------------------------------------------------------------------------------------------------------------------------------------
Health Care Fund                            Mid-Cap Value Fund                      U.S. Government Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Hedged Equity Fund                          Multi-Cap Core Equity Fund              Utilities Fund
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Weakening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Weakening Dollar Fund)
------------------------------------------------------------------------------------------------------------------------------------



                                        1




                                                                              
------------------------------------------------------------------------------------------------------------------------------------
                                                         RYDEX DYNAMIC FUNDS
------------------------------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund (Formerly, Dynamic     Inverse Russell 2000(R) 2x Strategy     Russell 2000(R) 2x Strategy Fund (Formerly,
Dow Fund)                                   Fund (Formerly, Inverse Dynamic         Dynamic Russell 2000(R) Fund)
                                            Russell 2000(R) Fund)
------------------------------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund (Formerly,     Inverse S&P 500 2x Strategy Fund        S&P 500 2x Strategy Fund (Formerly, Dynamic
Inverse Dynamic Dow Fund)                   (Formerly, Inverse Dynamic S&P 500      S&P 500 Fund)
                                            Fund)
------------------------------------------------------------------------------------------------------------------------------------
Inverse OTC 2x Strategy Fund (Formerly,     OTC 2x Strategy Fund (Formerly,
Inverse Dynamic OTC Fund)                   Dynamic OTC Fund)
------------------------------------------------------------------------------------------------------------------------------------
                                                        RYDEX VARIABLE TRUST
------------------------------------------------------------------------------------------------------------------------------------
Absolute Return Strategies Fund             High Yield Strategy Fund                OTC 2x Strategy Fund (Formerly, Dynamic OTC
                                                                                    Fund)
------------------------------------------------------------------------------------------------------------------------------------
Banking Fund                                Internet Fund                           OTC Fund
------------------------------------------------------------------------------------------------------------------------------------
Basic Materials Fund                        Inverse Dow 2x Strategy Fund            Precious Metals Fund
                                            (Formerly, Inverse Dynamic Dow Fund)
------------------------------------------------------------------------------------------------------------------------------------
Biotechnology Fund                          Inverse Government Long Bond            Real Estate Fund
                                            Strategy Fund (Formerly, Inverse
                                            Government Long Bond Fund)
------------------------------------------------------------------------------------------------------------------------------------
CLS AdvisorOne Amerigo Fund                 Inverse High Yield Strategy Fund        Retailing Fund
------------------------------------------------------------------------------------------------------------------------------------
CLS AdvisorOne Berolina Fund                Inverse Mid-Cap Strategy Fund           Russell 2000(R) 1.5x Strategy Fund (Formerly,
                                            (Formerly, Inverse Mid-Cap Fund)        Russell 2000(R) Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
CLS  AdvisorOne Clermont Fund               Inverse OTC 2x Strategy Fund            Russell 2000(R) 2x Strategy Fund (Formerly,
                                            (Formerly, Inverse Dynamic OTC Fund)    Dynamic Russell 2000(R) Fund)
------------------------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund (Formerly,        Inverse OTC Strategy Fund               Russell 2000(R) Fund
Commodities Fund)                           (Formerly, Inverse OTC Fund)
------------------------------------------------------------------------------------------------------------------------------------
Consumer Products Fund                      Inverse Russell 2000(R) 2x Strategy     S&P 500 2x Strategy Fund (Formerly, Dynamic
                                            Fund (Formerly, Inverse Dynamic         S&P 500 Fund)
                                            Russell 2000(R) Fund)
------------------------------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund (Formerly, Dynamic     Inverse Russell 2000(R) Strategy        S&P 500 Fund
Dow Fund)                                   Fund (Formerly, Inverse Russell
                                            2000(R) Fund)
------------------------------------------------------------------------------------------------------------------------------------
Electronics Fund                            Inverse S&P 500 2x Strategy Fund        Sector Rotation Fund
                                            (Formerly, Inverse Dynamic S&P 500
                                            Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Fund                                 Inverse S&P 500 Strategy Fund           Small-Cap Growth Fund
                                            (Formerly, Inverse S&P 500 Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Services Fund                        Japan 1.25x Strategy Fund               Small-Cap Value Fund
                                            (Formerly, Japan Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Aggressive Fund         Large-Cap Growth Fund                   Strengthening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Strengthening Dollar
                                                                                    Fund)
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund       Large-Cap Value Fund                    Technology Fund
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Moderate Fund           Leisure Fund                            Telecommunications Fund
------------------------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund (Formerly,       Mid-Cap 1.5x Strategy Fund              Transportation Fund
Europe Advantage Fund)                      (Formerly, Mid-Cap Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Financial  Services Fund                    Mid-Cap Growth Fund                     U.S. Government Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.2x Strategy Fund     Mid-Cap Value Fund                      Utilities Fund
(Formerly, Government Long Bond Advantage
Fund)
------------------------------------------------------------------------------------------------------------------------------------
Health Care Fund                            Multi-Cap Core Equity Fund              Weakening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Weakening Dollar Fund)
------------------------------------------------------------------------------------------------------------------------------------
Hedged Equity Fund                          Nova Fund
------------------------------------------------------------------------------------------------------------------------------------



                                        2




                                                                              
                                                          RYDEX ETF TRUST
------------------------------------------------------------------------------------------------------------------------------------
Rydex Russell Top 50 ETF                    Rydex S&P Equal Weight Health Care      Rydex S&P 500 Pure Value ETF
                                            Fund
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight ETF                  Rydex S&P Equal Weight Industrials      Rydex S&P MidCap 400 Pure Growth ETF
                                            ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer             Rydex S&P Equal Weight Materials ETF    Rydex S&P MidCap 400  Pure Value ETF
Discretionary ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer Staples     Rydex S&P Equal Weight Technology       Rydex S&P SmallCap 600 Pure Growth ETF
ETF                                         ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Energy ETF           Rydex S&P Equal Weight Utilities ETF    Rydex S&P SmallCap 600 Pure Value ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Financials ETF       Rydex S&P 500 Pure Growth ETF
------------------------------------------------------------------------------------------------------------------------------------


At the Meeting,  shareholders  of record (the  "Shareholders")  will be asked to
consider and act on the following proposals (each, a "Proposal"):



---------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF PROPOSAL:                                    TRUST/FUNDS SOLICITED:
                                                         
---------------------------------------------------------------------------------------------------------------------
1.   THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT    RYDEX SERIES FUNDS:
     BETWEEN RYDEX SERIES FUNDS AND PADCO ADVISORS, INC.*       All Funds (Except the Absolute Return Strategies Fund
                                                                and Hedged Equity Fund)
---------------------------------------------------------------------------------------------------------------------
     1(a). THE APPROVAL OF A NEW INVESTMENT ADVISORY        RYDEX SERIES FUNDS:
     AGREEMENT BETWEEN RYDEX SERIES FUNDS AND PADCO             Absolute Return Strategies Fund
     ADVISORS, INC.*                                            Hedged Equity Fund
---------------------------------------------------------------------------------------------------------------------
2.   THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT    RYDEX DYNAMIC FUNDS:
     BETWEEN RYDEX DYNAMIC FUNDS AND PADCO ADVISORS,            All Funds
     INC.*
---------------------------------------------------------------------------------------------------------------------
3.   THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT    RYDEX VARIABLE TRUST:
     BETWEEN RYDEX VARIABLE TRUST AND PADCO ADVISORS II,        All Funds (Except the Absolute Return Strategies Fund
     INC.*                                                      and Hedged Equity Fund)
---------------------------------------------------------------------------------------------------------------------
     3(a). THE APPROVAL OF A NEW INVESTMENT ADVISORY        RYDEX VARIABLE TRUST:
           AGREEMENT BETWEEN RYDEX VARIABLE TRUST AND           Absolute Return Strategies Fund
           PADCO ADVISORS II, INC.*                             Hedged Equity Fund
---------------------------------------------------------------------------------------------------------------------
     3(b). THE APPROVAL OF A NEW INVESTMENT SUB-ADVISORY    RYDEX VARIABLE TRUST:
           AGREEMENT BETWEEN PADCO ADVISORS II, INC.*           CLS AdvisorOne Amerigo Fund
           AND CLS INVESTMENT FIRM, LLC.                        CLS AdvisorOne Clermont Fund
                                                                CLS AdvisorOne Berolina Fund
---------------------------------------------------------------------------------------------------------------------
4.   THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT    RYDEX ETF TRUST:
     BETWEEN RYDEX ETF TRUST AND PADCO ADVISORS II, INC.*       All Funds
---------------------------------------------------------------------------------------------------------------------
5.   ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE
     MEETING.
---------------------------------------------------------------------------------------------------------------------


* PADCO Advisors,  Inc. and PADCO Advisors II, Inc.  collectively do business as
Rydex Investments.


                                        3



Your vote is important  no matter how many shares you own, and all  Shareholders
are cordially invited to attend the Meeting and vote in person.  However, if you
are unable to attend the Meeting,  you are requested to mark,  sign and date the
enclosed proxy card and return it promptly by mail in the enclosed, postage-paid
envelope so that the  Meeting may be held and a maximum  number of shares may be
voted. In addition, you can vote easily and quickly by Internet or by telephone.
You may  change  your vote even  though a proxy has  already  been  returned  by
written  notice to the Trusts,  by  submitting  a subsequent  proxy by mail,  by
Internet, by telephone, or by voting in person at the Meeting.

Shareholders  of record at the close of business on August 6, 2007 are  entitled
to notice of and to vote at the Meeting or any adjournment thereof.

FOR A FREE COPY OF THE RYDEX FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL  REPORTS,
SHAREHOLDERS MAY CALL  1-888-XXX-XXXX  (1-888-XXX-XXXX) OR WRITE TO THE FUNDS AT
9601 BLACKWELL ROAD,  SUITE 500,  ROCKVILLE,  MARYLAND  20850. In addition,  the
Rydex Funds are required by federal law to file reports,  proxy  statements  and
other information with the U.S.  Securities and Exchange Commission (the "SEC").
The  SEC  maintains  a  website  that  contains   information  about  the  Funds
(www.sec.gov).  You can inspect and copy the proxy  material,  reports and other
information  at the  public  reference  facilities  of the SEC  located at 100 F
Street, N.E., Room 1580,  Washington,  D.C. 20549. You can also obtain copies of
these  materials from the SEC Office of Freedom of  Information  and Privacy Act
Operations,   Operations  Center,  6432  General  Green  Way,   Alexandria,   VA
22313-2413, at prescribed rates.

                                           By Order of the Board of Trustees

                                           -------------------------------------
                                           Carl G. Verboncoeur
                                           President

                                           August [17], 2007


                                        4



                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS
                              RYDEX VARIABLE TRUST
                                 RYDEX ETF TRUST

                         9601 Blackwell Road, Suite 500
                            Rockville, Maryland 20850

                                 PROXY STATEMENT
                      SPECIAL JOINT MEETING OF SHAREHOLDERS

                     TO BE HELD ON THURSDAY, OCTOBER 4, 2007

This Proxy Statement is furnished in connection with the solicitation of proxies
by  the  Board  of  Trustees  of  the  following  trusts  (each  a  "Trust"  and
collectively,  the  "Trusts")  and their  respective  series  (each a "Fund" and
collectively, the "Funds" or "Rydex Funds"):


                                                                              
------------------------------------------------------------------------------------------------------------------------------------
                                                         RYDEX SERIES FUNDS
------------------------------------------------------------------------------------------------------------------------------------
Absolute Return Strategies Fund             High Yield Strategy Fund                Nova Fund
------------------------------------------------------------------------------------------------------------------------------------
Banking Fund                                Internet Fund                           OTC Fund
------------------------------------------------------------------------------------------------------------------------------------
Basic Materials Fund                        Inverse Government Long Bond            Precious Metals Fund
                                            Strategy Fund (Formerly, Inverse
                                            Government Long Bond Fund)
------------------------------------------------------------------------------------------------------------------------------------
Biotechnology Fund                          Inverse High Yield Strategy Fund        Real Estate Fund
------------------------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund (Formerly,        Inverse Mid-Cap Strategy Fund           Retailing Fund
Commodities Fund)                           (Formerly, Inverse Mid-Cap Fund)
------------------------------------------------------------------------------------------------------------------------------------
Consumer Products Fund                      Inverse OTC Strategy Fund               Russell 2000(R) 1.5x Strategy Fund (Formerly,
                                            (Formerly, Inverse OTC Fund)            Russell 2000(R) Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Electronics Fund                            Inverse Russell 2000(R) Strategy Fund   Russell 2000(R) Fund
                                            (Formerly, Inverse Russell 2000(R)
                                            Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Fund                                 Inverse S&P 500 Strategy Fund           S&P 500 Fund
                                            (Formerly, Inverse S&P 500 Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Services Fund                        Japan 1.25x Strategy Fund               Sector Rotation Fund
                                            (Formerly, Japan Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Aggressive Fund         Large-Cap Growth Fund                   Small-Cap Growth Fund
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund       Large-Cap Value Fund                    Small-Cap Value Fund
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Moderate Fund           Leisure Fund                            Strengthening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Strengthening Dollar
                                                                                    Fund)
------------------------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund (Formerly,       Managed Futures Strategy Fund           Technology Fund
Europe Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Financial Services Fund                     Mid-Cap 1.5x Strategy Fund              Telecommunications Fund
                                            (Formerly, Mid-Cap Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.25x Strategy Fund    Mid-Cap Growth Fund                     Transportation Fund
(Formerly, Government Long Bond Advantage
Fund)
------------------------------------------------------------------------------------------------------------------------------------
Health Care Fund                            Mid-Cap Value Fund                      U.S. Government Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Hedged Equity Fund                          Multi-Cap Core Equity Fund              Utilities Fund
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Weakening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Weakening Dollar Fund)
------------------------------------------------------------------------------------------------------------------------------------



                                        1




                                                                              
------------------------------------------------------------------------------------------------------------------------------------
                                                         RYDEX DYNAMIC FUNDS
------------------------------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund (Formerly, Dynamic     Inverse Russell 2000(R) 2x Strategy     Russell 2000(R) 2x Strategy Fund (Formerly,
Dow Fund)                                   Fund (Formerly, Inverse Dynamic         Dynamic Russell 2000(R) Fund)
                                            Russell 2000(R) Fund)
------------------------------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund (Formerly,     Inverse S&P 500 2x Strategy Fund        S&P 500 2x Strategy Fund (Formerly, Dynamic
Inverse Dynamic Dow Fund)                   (Formerly, Inverse Dynamic S&P 500      S&P 500 Fund)
                                            Fund)
------------------------------------------------------------------------------------------------------------------------------------
Inverse OTC 2x Strategy Fund (Formerly,     OTC 2x Strategy Fund (Formerly,
Inverse Dynamic OTC Fund)                   Dynamic OTC Fund)
------------------------------------------------------------------------------------------------------------------------------------
                                                         RYDEX VARIABLE TRUST
------------------------------------------------------------------------------------------------------------------------------------
Absolute Return Strategies Fund             High Yield Strategy Fund                OTC 2x Strategy Fund (Formerly, Dynamic OTC
                                                                                    Fund)
------------------------------------------------------------------------------------------------------------------------------------
Banking Fund                                Internet Fund                           OTC Fund
------------------------------------------------------------------------------------------------------------------------------------
Basic Materials Fund                        Inverse Dow 2x Strategy Fund            Precious Metals Fund
                                            (Formerly, Inverse Dynamic Dow Fund)
------------------------------------------------------------------------------------------------------------------------------------
Biotechnology Fund                          Inverse Government Long Bond            Real Estate Fund
                                            Strategy Fund (Formerly, Inverse
                                            Government Long Bond Fund)
------------------------------------------------------------------------------------------------------------------------------------
CLS AdvisorOne Amerigo Fund                 Inverse High Yield Strategy Fund        Retailing Fund
------------------------------------------------------------------------------------------------------------------------------------
CLS AdvisorOne Berolina Fund                Inverse Mid-Cap Strategy Fund           Russell 2000(R) 1.5x Strategy Fund (Formerly,
                                            (Formerly, Inverse Mid-Cap Fund)        Russell 2000(R) Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
CLS  AdvisorOne Clermont Fund               Inverse OTC 2x Strategy Fund            Russell 2000(R) 2x Strategy Fund (Formerly,
                                            (Formerly, Inverse Dynamic OTC Fund)    Dynamic Russell 2000(R) Fund)
------------------------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund (Formerly,        Inverse OTC Strategy Fund               Russell 2000(R) Fund
Commodities Fund)                           (Formerly, Inverse OTC Fund)
------------------------------------------------------------------------------------------------------------------------------------
Consumer Products Fund                      Inverse Russell 2000(R) 2x Strategy     S&P 500 2x Strategy Fund (Formerly, Dynamic
                                            Fund (Formerly, Inverse Dynamic         S&P 500 Fund)
                                            Russell 2000(R) Fund)
------------------------------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund (Formerly, Dynamic     Inverse Russell 2000(R) Strategy        S&P 500 Fund
Dow Fund)                                   Fund (Formerly, Inverse Russell
                                            2000(R)  Fund)
------------------------------------------------------------------------------------------------------------------------------------
Electronics Fund                            Inverse S&P 500 2x Strategy Fund        Sector Rotation Fund
                                            (Formerly, Inverse Dynamic S&P 500
                                            Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Fund                                 Inverse S&P 500 Strategy Fund           Small-Cap Growth Fund
                                            (Formerly, Inverse S&P 500 Fund)
------------------------------------------------------------------------------------------------------------------------------------
Energy Services Fund                        Japan 1.25x Strategy Fund               Small-Cap Value Fund
                                            (Formerly, Japan Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Aggressive Fund         Large-Cap Growth Fund                   Strengthening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Strengthening Dollar
                                                                                    Fund)
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund       Large-Cap Value Fund                    Technology Fund
------------------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Moderate Fund           Leisure Fund                            Telecommunications Fund
------------------------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund (Formerly,       Mid-Cap 1.5x Strategy Fund              Transportation Fund
Europe Advantage Fund)                      (Formerly, Mid-Cap Advantage Fund)
------------------------------------------------------------------------------------------------------------------------------------
Financial  Services Fund                    Mid-Cap Growth Fund                     U.S. Government Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.2x Strategy Fund     Mid-Cap Value Fund                      Utilities Fund
(Formerly, Government Long Bond Advantage
Fund)
------------------------------------------------------------------------------------------------------------------------------------
Health Care Fund                            Multi-Cap Core Equity Fund              Weakening Dollar 2x Strategy Fund
                                                                                    (Formerly, Dynamic Weakening Dollar Fund)
------------------------------------------------------------------------------------------------------------------------------------
Hedged Equity Fund                          Nova Fund
------------------------------------------------------------------------------------------------------------------------------------



                                        2




                                                                              
                                                          RYDEX ETF TRUST
------------------------------------------------------------------------------------------------------------------------------------
Rydex Russell Top 50 ETF                    Rydex S&P Equal Weight Health Care      Rydex S&P 500 Pure Value ETF
                                            Fund
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight ETF                  Rydex S&P Equal Weight Industrials      Rydex S&P MidCap 400 Pure Growth ETF
                                            ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer             Rydex S&P Equal Weight Materials ETF    Rydex S&P MidCap 400  Pure Value ETF
Discretionary ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer Staples     Rydex S&P Equal Weight Technology       Rydex S&P SmallCap 600 Pure Growth ETF
ETF                                         ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Energy ETF           Rydex S&P Equal Weight Utilities ETF    Rydex S&P SmallCap 600 Pure Value ETF
------------------------------------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Financials ETF       Rydex S&P 500 Pure Growth ETF
------------------------------------------------------------------------------------------------------------------------------------


                      INTRODUCTION AND GENERAL INFORMATION

GENERAL  INFORMATION.  As used in this Proxy  Statement,  the  Trusts'  Board of
Trustees is referred to as the "Board,"  and the term  "Trustee"  includes  each
member of the Board.  A Trustee  that is an  interested  person of the Trusts is
referred to in this Proxy Statement as an "Interested Trustee." A Trustee may be
an interested  person of the Trust  because he or she is affiliated  with one or
both of the Trusts' investment  advisers,  PADCO Advisors,  Inc., the investment
adviser to the Rydex Series Funds and Rydex Dynamic  Funds,  and PADCO  Advisors
II,  Inc.,  the  investment  adviser to the Rydex  Variable  Trust and Rydex ETF
Trust,  the Trusts'  principal  underwriter  or any of their  affiliates.  PADCO
Advisors,  Inc. and PADCO Advisors II, Inc.  operate as Rydex  Investments  (the
"Advisor").  Trustees that are not interested  persons of the Trust are referred
to in this Proxy Statement as "Independent Trustees."

Each of the Trusts is organized as a Delaware  statutory  trust and, as such, is
not required to hold annual meetings of  Shareholders.  The Board has called the
Special Joint  Meeting of  Shareholders  (the  "Meeting") in order to permit the
Funds'  shareholders  of record as of August 6, 2007 (the "Record  Date" and the
"Shareholders") to consider and vote on the proposals described in the foregoing
notice.

Your  vote is  important  no  matter  how many  shares  you own.  If you wish to
participate  in the  Meeting  you may submit the proxy card  included  with this
Proxy Statement or attend in person. You can vote easily and quickly by mail, by
Internet,  by  telephone or in person.  At any time before the Meeting,  you may
change  your vote,  even though a proxy has already  been  returned,  by written
notice to the Trusts at 9601  Blackwell  Road,  Suite 500,  Rockville,  Maryland
20850 or by submitting a subsequent proxy, by mail, by Internet, by telephone or
by voting in person at the Meeting.  Should you require  additional  information
regarding any of the proposals contained in this Proxy Statement, or replacement
proxy cards, you may contact the Funds at 1-800-XXX-XXXX.

In addition to the  solicitation  of proxies by mail,  the Board and officers of
the Trusts,  as well as  employees of any proxy  soliciting  firm engaged by the
Board and the  officers  of the  Trusts,  may  solicit  proxies  in person or by
telephone.  Persons holding shares as nominees will, upon request, be reimbursed
for their reasonable expenses incurred in sending soliciting  materials to their
principals. Security Benefit and the Advisor, together with its affiliates, have
agreed to bear the costs of the Meeting and the production and  dissemination of
the proxy materials. The proxy card and this Proxy Statement are being mailed to
Shareholders on or about August [17], 2007.

QUORUM AND MEETING  ADJOURNMENTS.  Each whole share is entitled to one vote, and
each  fractional  share is entitled to a  proportionate  fractional vote on each
matter as to which such  shares are to be voted at the  Meeting.  One-third  (33
1/3%) of a Fund's  shares  entitled to vote on a proposal  constitutes a quorum.
Abstentions and broker  non-votes will not be counted for or against a proposal,
but will be counted for purposes of determining


                                        3



whether a quorum is present.  Because the affirmative  vote of a majority of the
outstanding  voting  securities of each Fund, as defined  below,  is required to
approve a proposal,  abstentions and broker non-votes will effectively be a vote
against a proposal.

If a quorum is not  present  at the  Meeting,  or if a quorum is  present at the
Meeting but  sufficient  votes to approve one or more of the  proposals  are not
received, or if other matters arise requiring shareholder attention, the persons
named as proxy  agents may  propose one or more  adjournments  of the Meeting to
permit further  solicitation of proxies.  Any such  adjournment will require the
affirmative  vote of a  majority  of those  shares  present  at the  Meeting  or
represented by proxy.  The persons named as proxies will vote those proxies that
they are entitled to vote FOR such proposal in favor of such an adjournment, and
will vote those proxies required to be voted AGAINST such proposal, against such
an adjournment.

VOTE  REQUIRED  TO APPROVE  PROPOSALS.  If a quorum is  present at the  Meeting,
Proposals  1  through 4  require  the  affirmative  vote of a  "majority  of the
outstanding voting securities" of each Fund to approve the Proposal with respect
to that Fund.  Under the  Investment  Company Act of 1940, as amended (the "1940
Act"), the vote of a "majority of the outstanding  voting  securities" of a Fund
means  the  affirmative  vote of the  lesser  of (a)  67% or more of the  voting
securities present at the meeting or represented by proxy if the holders of more
than 50% of the  outstanding  voting  securities  are present or  represented by
proxy or (b) more than 50% of the outstanding voting securities.

VOTING PROCESS. You can vote in any one of the following four ways:

      o     BY INTERNET:  Follow the instructions located on your proxy card and
            make sure this option is available at the time you plan to vote.

      o     BY TELEPHONE: Use a touch-tone telephone to call the toll-free phone
            number  located on your proxy  card.  Be sure you have your  control
            number,  which is located on your proxy card,  available at the time
            of the call.

      o     BY MAIL:  Simply  execute  your  proxy  card and  enclose  it in the
            postage paid envelope found in this proxy package.

      o     IN PERSON: Vote your shares in person at the Meeting.

Shares represented by duly executed proxies will be voted in accordance with the
instructions  given.  All proxy cards  solicited that are properly  executed and
received in time to be voted at the Meeting  will be voted at the Meeting or any
adjournment  thereof  according  to the  instructions  on the proxy card.  If no
specification  is made on a  proxy  card,  it  will  be  voted  FOR the  matters
specified  on the proxy card.  At any time before it has been voted,  your proxy
may be revoked in one of the following  ways:  (i) by sending a signed,  written
letter of revocation to the Secretary of the Trusts:  (ii) by properly executing
a later-dated  proxy (by any of the methods of voting described above); or (iii)
by attending the Meeting,  requesting return of any previously  delivered proxy,
and voting in person.

       INTRODUCTION TO PROPOSALS 1-4: APPROVAL OF NEW INVESTMENT ADVISORY
                                   AGREEMENTS

Proposals  1-4 all relate to the  approval  by  Shareholders  of new  investment
advisory  agreements for the Trusts.  The 1940 Act, which  regulates  investment
companies such as the Trusts,  requires an investment advisory agreement between
an investment adviser and an investment company to terminate whenever there is a
change in control of the investment  company's  investment  adviser.  After such
investment  advisory agreement  terminates,  a new investment advisory agreement
must be  approved by  shareholders  of the  investment  company in order for the
investment adviser to continue to manage the investment  company's  investments.
FOR THE


                                        4



REASONS  DISCUSSED BELOW, THE BOARD RECOMMENDS THAT  SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF EACH OF THE NEW AGREEMENTS.

INFORMATION REGARDING THE CHANGE IN CONTROL OF THE ADVISOR

INFORMATION REGARDING THE TRANSACTION.  The Advisor is a wholly-owned subsidiary
of Rydex Holdings,  Inc.,  which is a wholly-owned  subsidiary of Rydex NV, Inc.
Rydex NV, Inc. is owned by various  trusts  controlled by the Viragh family (the
"Viragh Family  Trusts").  On June 28, 2007,  Security  Benefit  Corporation and
Security Benefit Life Insurance Company (together,  "Security  Benefit") entered
into a Purchase and Sale Agreement with Rydex NV, Inc., ICT Holdings, LLC, Rydex
Holdings,  Inc.  ("Rydex  Holdings") and Investment  Capital  Technologies,  LLC
("ICT" and together with Rydex  Holdings,  "Rydex")  pursuant to which  Security
Benefit  will acquire  100% of the  outstanding  shares of common stock of Rydex
Holdings and 100% of the outstanding  limited liability company interests of ICT
(the "Transaction").  Once completed, the Transaction will result in a change of
control of Rydex  Holdings,  Inc. and,  ultimately,  the Advisor.  The change of
control of the Advisor,  in turn,  will result in the termination of each of the
investment  advisory  agreements  between the Advisor and the Trusts, as well as
the  investment  sub-advisory  agreement  between the Advisor and CLS Investment
Firm,  LLC ("CLS"),  the  sub-adviser  to the CLS  AdvisorOne  Amerigo Fund, CLS
AdvisorOne  Clermont Fund, and CLS  AdvisorOne  Berolina Fund (the  "Sub-Advised
Funds") of Rydex Variable Trust (each, a "Current  Agreement" and  collectively,
the "Current Agreements"). The Transaction is not expected to result in a change
in the persons responsible for the day-to-day management of the Funds, or in the
operations  of the Rydex Funds or in any changes in the  investment  approach of
the Advisor with respect to the Funds.

INTEREST OF CERTAIN PERSONS IN THE TRANSACTION.  Certain executive  officers and
both of the  Interested  Trustees  of the Trusts are  participants  in the Rydex
Holdings,  Inc.  Amended and Restated Value  Participation  Plan  established to
reward  certain key  executives of Rydex for the increase in value of Rydex over
time.  Upon  the  Closing  of the  Transaction  and  at  certain  defined  times
thereafter certain of these executive  officers and Interested  Trustees will be
entitled to receive payments thereunder. As a result of this direct and indirect
interest  in  the  Transaction  and  the  Advisor,  and  any  future  employment
arrangements  with Security  Benefit,  these  executive  officers and Interested
Trustees may be deemed to have a substantial interest in shareholder approval of
the new investment advisory agreements.

THE MEETING AND APPROVAL OF NEW  AGREEMENTS.  At a Special Meeting of the Boards
of  Trustees  held on July 10,  2007  (the  "July  Board  Meeting"),  the  Board
considered  and voted in favor of a new investment  advisory  agreement for each
Trust, and a new investment  sub-advisory  agreement between the Advisor and CLS
for the Sub-Advised Funds,  (each, a "New Agreement" and collectively,  the "New
Agreements")  pursuant  to  which,  subject  to  its  approval  by  each  Fund's
Shareholders,  the Advisor will continue to serve as investment  adviser to each
Fund,  and  CLS  will  continue  to  serve  as  investment  sub-adviser  to  the
Sub-Advised Funds,  after the completion of the Transaction.  The Advisor's fees
for its services to the Funds under each New  Agreement  will be the same as its
fees under the  corresponding  Current Agreement (the Advisor is responsible for
the payment of fees to CLS for services it performs for the Sub-Advised  Funds).
The other  terms of the New  Agreements  will  also be the same in all  material
respects to those of the Current  Agreements.  In reviewing the New  Agreements,
the Board  considered its review of relevant  materials  relating to the Current
Agreements  at the most recent  annual  renewal  meeting on August 27, 2006 (the
"2006 Renewal Meeting").  The Board also considered the fact that the renewal of
the Current Agreements, as well as the New Agreements,  will again be considered
at the next annual  renewal  meeting in August  2007.  The Board  determined  to
reserve the right to postpone or cancel the Meeting at any time if circumstances
should develop in connection  with its  reconsideration  in August or otherwise,
that, in the opinion of the Board, would make the approval of the New Agreements
by shareholders inadvisable.

While Rydex  expects the  Transaction  to be  completed by the end of the fourth
quarter of 2007, it is subject to various conditions, and may be delayed or even
terminated due to unforeseen  circumstances.  If for some reason the Transaction
does not occur, the Current Agreements will not automatically terminate and will
remain in effect,  and the New Agreements will not be entered into, even if they
have been approved by Fund shareholders.


THE CURRENT AGREEMENTS

With the exception of the Rydex Series Funds and Rydex Variable Trust investment
advisory  agreements  relating to the Absolute Return Strategies Fund and Hedged
Equity  Fund,  which were formed in 2005,  the Current  Agreements  have been in
place  between  each Trust and the Advisor  since April 30,  2004.  On April 30,
2004,  a  Special  Meeting  of  Shareholders  was held to  approve  the  Current
Agreements for each Trust and the Current Agreement between Rydex Variable Trust
and CLS following a change of control of the Advisor  resulting from the passing
of Mr.  Albert  P.  "Skip"  Viragh,  Jr.,  who was  previously  the  controlling
shareholder of the Advisor (the "2004 Special Meeting").  The Current Agreements
are  substantially  similar  to the  investment  advisory  agreements  that were
approved at the time of each Trust's  original  creation and  organization,  and
have been  revised  only to the extent  necessary  to  incorporate  non-material
changes required by regulation or new industry standards. Each Current Agreement
had an initial term of two years,  after which the  continuance  of each Current
Agreement must be specifically  approved at least  annually:  (i) by the vote of
the  Trustees  or by a vote  of the  shareholders;  and  (ii)  by the  vote of a
majority of the Independent Trustees, cast in person at a


                                        5



meeting called for the purpose of voting on such approval.  Since the expiration
of the initial term, each year the Board has called and held a meeting to decide
whether to renew each Current Agreement for an additional year.

BOARD CONSIDERATIONS IN APPROVING THE INVESTMENT ADVISORY AGREEMENTS

In  preparation  for the 2006 Renewal  Meeting the Board  requested and received
written  materials  from the Advisor  about:  (a) the  quality of the  Advisor's
investment   management  and  other  services;   (b)  the  Advisor's  investment
management personnel;  (c) the Advisor's operations and financial condition; (d)
the Advisor's brokerage practices  (including any soft dollar  arrangements) and
investment  strategies;  (e) the level of the  advisory  fees  that the  Advisor
charges the Funds  compared with the fees it charges to comparable  mutual funds
or accounts;  (f) each Fund's overall fees and operating  expenses compared with
similar  mutual  funds;  (g) the level of the Advisor's  profitability  from its
Fund-related operations; (h) the Advisor's compliance systems; (i) the Advisor's
policies on and compliance procedures for personal securities transactions;  (j)
the Advisor's reputation, expertise and resources in domestic financial markets;
and (k) Fund performance compared with similar mutual funds. Certain of these
considerations are discussed in more detail below.

At  the  2006  Renewal  Meeting,  representatives  from  the  Advisor  presented
additional oral and written  information to the Board to help the Board evaluate
the  Advisor's  fees and other  aspects of the  Current  Agreements.  Other Fund
service  providers  also provided the Board with  additional  information at the
meeting.  The  Trustees  then  discussed  the written  materials  that the Board
received  before the meeting and the Advisor's oral  presentation  and any other
information  that the Board  received at the  meeting,  and  deliberated  on the
renewal  of  each  Current  Agreement  in  light  of  this  information.  In its
deliberations,  the Board did not identify any single piece of information  that
was  all-important or controlling.  Based on the Board's  deliberations  and its
evaluation of the information  described below, the Board,  including all of the
Independent  Trustees,  unanimously:  (a)  concluded  that terms of the  Current
Agreements were fair and reasonable;  (b) concluded that the Advisor's fees were
reasonable in light of the services that the Advisor  provides to the Funds; and
(c) agreed to renew each Current Agreement for an additional one-year term.

NATURE,  EXTENT,  AND QUALITY OF SERVICES  PROVIDED BY THE ADVISOR.  At the 2006
Renewal Meeting,  the Board reviewed the scope of services to be provided by the
Advisor  under  each  Current  Agreement  and  noted  that  there  would  be  no
significant differences between the scope of services required to be provided by
the Advisor for the past year and the scope of services  required to be provided
by the  Advisor  for the  upcoming  year.  In  reviewing  the scope of  services
provided to the Funds by the  Advisor,  the Board  reviewed  and  discussed  the
Advisor's investment experience, noting that the Advisor and its affiliates have
committed significant resources over time to the support of the Funds. The Board
also considered the Advisor's  compliance program and its compliance record with
respect to the Funds. In that regard,  the Board noted that the Advisor provides
information  regarding the portfolio management and compliance to the Board on a
periodic basis in connection with regularly  scheduled meetings of the Board. In
addition to the above  considerations,  the Board  reviewed and  considered  the
Advisor's  investment  processes  and  strategies,  and  matters  related to the
Advisor's  portfolio  transaction  policies and procedures.  In particular,  the
Board  noted  the  substantial   volume  of  portfolio  trades  and  shareholder
transaction activity, in general,  processed by the Advisor due to the unlimited
exchange  policy of the majority of the Funds.  The Board further noted that the
Funds have  consistently met their investment  objectives since their respective
inception  dates.  Based on this review,  the Board  concluded  that the nature,
extent, and quality of services to be provided by the Advisor to the Funds under
the Current  Agreements  were  appropriate  and continued to support the Board's
original selection of the Advisor as investment adviser to the Funds.

FUND EXPENSES AND PERFORMANCE OF THE FUNDS AND THE ADVISOR.  At the 2006 Renewal
Meeting,  the Board  reviewed  statistical  information  prepared by the Advisor
regarding  the  expense  ratio  components,   including  actual  advisory  fees,
waivers/reimbursements,  and  gross  and net  total  expenses  of  each  Fund in
comparison with the same  information for other funds  registered under the 1940
Act  determined  by the Advisor to comprise each Fund's  applicable  peer group.
Because few funds seek to provide unlimited exchange privileges similar to those


                                        6



of the  majority of the Funds,  each Fund's  applicable  peer group is generally
limited to the funds of two unaffiliated mutual fund families. In addition,  the
Board reviewed  statistical  information prepared by the Advisor relating to the
performance of each Fund, as well as each Fund's ability to  successfully  track
its benchmark  over time,  and a comparison of each Fund's  performance to funds
with  similar  investment  objectives  for the same  periods and to  appropriate
indices/benchmarks, in light of total return, yield and market trends. The Board
further  noted  that  despite  the  unique  nature of the  Funds,  the peer fund
information  presented  to the  Board was  meaningful  because  the peer  funds'
investment  objectives  and  strategies  were closely  aligned with those of the
Funds.  The Board noted that most of the Funds  either  outperformed  their peer
funds or performed in line with them over relevant periods. The Board also noted
that the  investment  advisory  fees for the Funds were  equivalent  to those of
their  peers and that the  overall  expenses  for the Funds  were only  slightly
higher than the total expenses of the peer funds, due in part to differing share
classes and distribution  fees.  Based on this review,  the Board concluded that
the investment  advisory fees and expense levels and the historical  performance
of the Funds, as managed by the Advisor,  as compared to the investment advisory
fees and expense levels and performance of the peer funds, were satisfactory for
the purposes of approving the continuance of the Current Agreements.

COSTS OF SERVICES  PROVIDED TO THE FUNDS AND PROFITS REALIZED BY THE ADVISOR AND
ITS  AFFILIATES.  At the 2006 Renewal  Meeting,  the Board reviewed  information
about the  profitability  of the Funds to the Advisor based on the advisory fees
payable under the Current  Agreements  for the last calendar  year.  The Advisor
also  presented  the  Board  with  material   discussing  its   methodology  for
determining  the level of  advisory  fees  assessable  to the  Funds.  The Board
analyzed the Funds' expenses, including the investment advisory fees paid to the
Advisor. The Board also reviewed  information  regarding direct revenue received
by the  Advisor  and  ancillary  revenue  received  by the  Advisor  and/or  its
affiliates in connection with the services  provided to the Funds by the Advisor
(as  discussed  below)  and/or  its  affiliates.  The Board also  discussed  the
Advisor's profit margin as reflected in the Advisor's profitability analysis and
reviewed information regarding economies of scale (as discussed below). Based on
this review,  the Board concluded that the profits to be realized by the Advisor
and its affiliates  under the Current  Agreements  and from other  relationships
between the Funds and the Advisor and/or its affiliates, if any, were within the
range the Board considered reasonable and appropriate.

ECONOMIES OF SCALE.  In connection  with its review of the Funds'  profitability
analysis at the 2006 Renewal Meeting, the Board reviewed  information  regarding
economies of scale or other  efficiencies  that may result from increases in the
Funds' asset levels.  The Board noted that the Current  Agreements for the Funds
did not provide for any breakpoints in the investment  advisory fees as a result
of increases in the asset levels of such Funds. The Board also noted that though
the Advisor's  assets under  management were  significant,  the amount is spread
among more than 100 Funds.  Further  limiting  the  realization  of economies of
scale,  is the  ability  of  shareholders  of many of the  Funds  to  engage  in
unlimited trading. The Board also reviewed the Advisor's historic  profitability
as investment  adviser to the Funds and determined  that  reductions in advisory
fees or additions of breakpoints  were not warranted at this juncture.  Based on
this review, the Board, recognizing its responsibility to consider this issue at
least annually, determined that the economies of scale, if any, were de minimis.

OTHER  BENEFITS  TO THE  ADVISOR  AND/OR  ITS  AFFILIATES.  At the 2006  Renewal
Meeting,  in addition to evaluating  the services  provided by the Advisor,  the
Board  also   considered   the   nature,   extent,   quality  and  cost  of  the
administrative,   distribution,   and  shareholder  services  performed  by  the
Advisor's affiliates under separate agreements. The Board noted that the Advisor
reports its use of soft  dollars to the Board on a quarterly  basis,  as well as
any portfolio transactions on behalf of the Funds placed through an affiliate of
the Funds or the Advisor pursuant to Rule 17e-1 under the 1940 Act. Based on its
review, the Board concluded that the nature and quality of the services provided
by the Advisor's  affiliates to each Trust will benefit the Funds' shareholders,
and that any  ancillary  benefits  would not be  disadvantageous  to the  Funds'
shareholders,  particularly  in  light  of the  Board's  view  that  the  Funds'
shareholders  benefit from investing in a fund that is part of a large family of
funds offering a variety of investment strategies and services.


                                        7



BOARD CONSIDERATIONS IN APPROVING THE INVESTMENT SUB-ADVISORY AGREEMENT

In preparation  for the 2006 Renewal  Meeting,  the Board requested and received
written  materials from the Advisor and  Sub-Advisor  about:  (a) the quality of
CLS's investment management and other services;  (b) CLS's investment management
personnel;  (c) CLS's operations and financial  condition;  (d) CLS's investment
strategies;  (e) the  level  of the  sub-advisory  fees  that  CLS  charges  the
Sub-Advised  Funds compared with the fees it charges to comparable  mutual funds
or accounts;  (f) each  Sub-Advised  Fund's overall fees and operating  expenses
compared with similar mutual funds;  (g) the level of CLS's  profitability  from
its Sub-Advised Fund-related operations; (h) CLS's compliance systems; (i) CLS's
policies on and compliance procedures for personal securities transactions;  (j)
CLS's reputation,  expertise,  and resources in domestic financial markets;  and
(k) Sub-Advised Fund performance  compared with similar mutual funds. Certain of
these considerations are discussed in more detail below.

At the 2006 Renewal Meeting,  representatives from CLS presented additional oral
and written  information  to the Board to help the Board  evaluate CLS's fee and
other aspects of the current  investment  sub-advisory  agreement.  The Trustees
then discussed the written  materials that the Board received before the meeting
and the Advisor's and CLS's oral presentation and any other information that the
Board received at the meeting,  and deliberated on the renewal of the investment
sub-advisory agreement in light of this information.  In its deliberations,  the
Board did not identify any single piece of information that was all-important or
controlling.  Based  on the  Board's  deliberations  and its  evaluation  of the
information  described  below,  the  Board,  including  all of  the  Independent
Trustees,  unanimously:  (a)  concluded  that  terms of the  current  investment
sub-advisory  agreement were fair and reasonable;  (b) concluded that CLS's fees
were  reasonable  in light of the services  that CLS provide to the  Sub-Advised
Funds; and (c) agreed to renew the current investment sub-advisory agreement for
an additional one-year term.

NATURE,  EXTENT AND  QUALITY OF SERVICES  PROVIDED  BY CLS. At the 2006  Renewal
Meeting,  the Board  reviewed  the scope of services to be provided by CLS under
the current investment  sub-advisory  agreement and noted that there would be no
significant differences between the scope of services required to be provided by
CLS for the past year and the scope of  services  required to be provided by CLS
for the  upcoming  year.  In  reviewing  the scope of  services  provided to the
Sub-Advised  Funds by CLS, the Board  reviewed and  discussed  CLS's  investment
experience,  noting  that  CLS and its  affiliates  have  committed  significant
resources  over time to the  support of the  Sub-Advised  Funds.  The Board also
considered  CLS's compliance  program and its compliance  record with respect to
the  Sub-Advised  Funds.  In that  regard,  the Board  noted  that CLS  provides
information  regarding the portfolio management and compliance to the Board on a
periodic basis in connection with regularly  scheduled meetings of the Board. In
addition to the above  considerations,  the Board reviewed and considered  CLS's
investment  processes and  strategies,  and matters  related to CLS's  portfolio
transaction   policies  and  procedures.   The  Board  further  noted  that  the
Sub-Advised Funds have met their investment objectives  consistently since their
respective  inception dates.  Based on this review, the Board concluded that the
nature,  extent and quality of services to be provided by CLS to the Sub-Advised
Funds under the current investment  sub-advisory  agreement were appropriate and
continued  to  support  the  Board's  original  selection  of CLS as  investment
sub-adviser to the Sub-Advised Funds.

FUND  EXPENSES AND  PERFORMANCE  OF THE  SUB-ADVISED  FUNDS AND CLS. At the 2006
Renewal Meeting, the Board reviewed statistical  information prepared by CLS and
the  Advisor   regarding  the  expense  ratio   components,   including   actual
sub-advisory fees,  waivers/reimbursements,  and gross and net total expenses of
each Sub-Advised Fund. In addition,  the Board reviewed statistical  information
prepared by CLS relating to the performance of each Sub-Advised Fund, as well as
each Sub-Advised  Fund's ability to successfully  track its benchmark over time,
and  a  comparison  of  each  Sub-Advised   Fund's  performance  to  appropriate
indices/benchmarks,  in light of total return, yield and market trends. Based on
this review,  the Board  concluded  that the  investment  sub-advisory  fees and
expense  levels and the  historical  performance of the  Sub-Advised  Funds,  as
managed by CLS, were  satisfactory for the purposes of approving the continuance
of the current investment sub-advisory agreement.


                                        8



COSTS OF SERVICES  PROVIDED TO THE SUB-ADVISED FUNDS AND PROFITS REALIZED BY CLS
AND ITS AFFILIATES.  At the 2006 Renewal Meeting, the Board reviewed information
about  the   profitability  of  the  Sub-Advised  Funds  to  CLS  based  on  the
sub-advisory fees payable under the current  investment  sub-advisory  agreement
for the  last  calendar  year.  CLS  also  presented  the  Board  with  material
discussing its methodology  for determining the level of its expenses  allocable
to the Sub-Advised  Funds.  The Board analyzed the Sub-Advised  Funds' expenses,
including the investment  advisory and sub-advisory fees paid to the Advisor and
CLS, respectively.  The Board also reviewed information regarding direct revenue
received by CLS and ancillary  revenue  received by CLS and/or its affiliates in
connection  with  the  services  provided  to the  Sub-Advised  Funds by CLS (as
discussed  below).  The Board also discussed CLS's profit margin as reflected in
CLS's  profitability  analysis and reviewed  information  regarding economies of
scale (as discussed below).  Based on this review,  the Board concluded that the
profits  to be  realized  by  CLS  under  the  current  investment  sub-advisory
agreement and from other  relationships  between the  Sub-Advised  Funds and CLS
were within the range the Board considered reasonable and appropriate.

ECONOMIES OF SCALE. At the 2006 Renewal  Meeting,  in connection with its review
of the Sub-Advised Funds' profitability analysis, the Board reviewed information
regarding  economies  of scale  or  other  efficiencies  that  may  result  from
increases  in the  Sub-Advised  Funds'  asset  levels.  The Board noted that the
Current  Agreements  for the Funds did not  provide for any  breakpoints  in the
investment  advisory  fees as a result of  increases  in the asset levels of the
Funds,   including  the  Sub-Advised  Funds.  The  Board  also  noted  that  the
Sub-Advised Funds still had relatively low assets. The Board also reviewed CLS's
historic  profitability as investment  sub-adviser to the Sub-Advised  Funds and
determined that reductions in the sub-advisory  fees or additions of breakpoints
were  not  warranted  at  this  juncture.  Based  on  this  review,  the  Board,
recognizing  its  responsibility  to  consider  this  issue at  least  annually,
determined that the economies of scale, if any, were de minimis.

OTHER BENEFITS TO CLS AND/OR ITS AFFILIATES.  At the 2006 Renewal  Meeting,  the
Board  noted  that  CLS did not  use  soft  dollars  and did not  engage  in any
portfolio  transactions on behalf of the Sub-Advised  Funds through an affiliate
of the  Sub-Advised  Funds,  the Advisor or CLS pursuant to Rule 17e-1 under the
1940 Act. The Board  concluded  there were no ancillary  benefits  that would be
disadvantageous to the Sub-Advised Funds' shareholders.

THE NEW AGREEMENTS

On June 18, 2007, the Trustees met with  representatives of Security Benefit and
the  management of the Advisor for the purpose of learning  more about  Security
Benefit and the proposed  Transaction.  Immediately  following the  announcement
that  Rydex  and  Security  Benefit  entered  into a  final  purchase  and  sale
agreement,  the  Trustees  requested  that the  Advisor  provide  the Board with
additional  information  pertaining  to the  effect  of the  proposed  change of
control  on the  Advisor's  personnel  and  operations  and the terms of the New
Agreements.  The Advisor  presented  its  response  to the  Board's  request for
additional  information  prior to and at the July  Board  Meeting.  The  Advisor
provided the Board with oral and written  information to help the Board evaluate
the impact of the change of control on the  Advisor,  the  Advisor's  ability to
continue  to provide  investment  advisory  services  to the Funds under the New
Agreements,  and that the contractual rate of the Advisor's fees will not change
under the New Agreements.  In addition,  the Advisor affirmed that there were no
material  changes to the information  that was provided to the Board at the 2006
Renewal Meeting. The Advisor also affirmed that the New Agreements were the same
in all material respects to the Current Agreements.  The Trustees deliberated on
the approval of each New  Agreement in light of the  information  provided.  The
Board  determined  that the terms of the New  Agreements  set  forth  materially
similar rights, duties and obligations on the Advisor and CLS with regard to the
services to be provided to the Trusts,  and  provided at least the same level of
protection to each Trust,  the Funds and the Funds'  shareholders as the Current
Agreements.  The Board also noted  that the  Advisor's  and CLS's fees for their
services to the Funds and  Sub-Advised  Funds under each New Agreement  would be
the same as their fees under the corresponding Current Agreement. The Board also
took into account that, as in past years,  it would  consider the renewal of the
Funds'  investment  advisory  and  sub-advisory  agreements,  including  the New
Agreements, at a regular, annual renewal meeting to be held in August 2007.


                                        9



In its  deliberations at the July Board Meeting,  the Board did not identify any
single piece of information that was all-important or controlling.  Based on the
Board's deliberations and its evaluation of the information referenced above and
described in more detail  below,  the Board,  including  all of the  Independent
Trustees,  unanimously: (a) concluded that terms of the New Agreements were fair
and  reasonable;  (b) concluded that the Advisor's fees were reasonable in light
of the  services  that the  Advisor  provides  to the Fund;  (c)  subject to the
Board's  reapproval  as  described  in (d)  below,  agreed to  approve  each New
Agreement for an initial term of two years, and to recommend the approval of the
New Agreements to Shareholders; and (d) agreed to consider the reapproval of the
New Agreements at the annual renewal  meeting to be held in August 2007 in light
of additional information to be provided by Rydex and CLS.

In approving the New Agreements at the July Board Meeting, the Board,  including
the  Independent  Trustees  advised  by  independent  counsel,   considered  its
deliberations  at the 2006 Renewal  Meeting as described  above,  along with the
following additional factors relevant to the proposed change of control.

NATURE,  EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISOR;  PERFORMANCE OF
THE FUNDS.  The Board  noted that the Advisor  was taking  appropriate  steps to
maintain  its  associates  through the closing of the  Transaction  by, in part,
keeping them  informed of the potential  Transaction  and awarding key personnel
with  incentives to emphasize  their value to the Advisor.  As a result of these
efforts,  it is anticipated  that the key  investment  and management  personnel
servicing the Funds will remain with the Advisor  following the  Transaction and
that the investment and management services provided to the Funds by the Advisor
will not change.  The Board also considered the Advisor's and Security Benefit's
representations  to the Board that Security  Benefit  intends for the Advisor to
continue to operate  following the closing of the  Transaction  in much the same
manner as it operates today,  and that the Transaction  should have no impact on
the day-to-day  operations of the Advisor,  or the persons  responsible  for the
management of the Rydex Funds.  Based on this review,  the Board  concluded that
the range and  quality of  services  provided by the Adviser to the Funds and by
CLS to the  Sub-Advised  Funds were  appropriate  and were  expected to continue
under  the  New  Agreements,  and  that  there  was  no  reason  to  expect  the
consummation  of the  Transaction  to have  any  adverse  effect  on the  future
performance of the Funds.

FUND  EXPENSES.  The  Board  considered  the fact that the fees  payable  to the
Advisor and  Sub-Advisor and other expenses of the Funds would be the same under
the New Agreements as they are under the current  agreements  that were approved
at the 2006 Renewal  Meeting,  and on this basis, and in recognition of the fact
that these fees and expenses  would again be considered by the Board at the next
annual renewal  meeting in August 2007, the Board  concluded that these fees and
expenses  continued to be  satisfactory  for the  purposes of approving  the New
Agreements.  More  detailed  information  regarding  the  fees  under  each  New
Agreement is contained in the discussion below with respect to each Proposal.

COSTS OF SERVICES  PROVIDED TO THE FUNDS AND PROFITS REALIZED BY THE ADVISOR AND
ITS  AFFILIATES.  Because the Advisor's and CLS's fees under the New  Agreements
are the same as those assessed under the Current Agreements, the Board concluded
that the  profits  to be  realized  by the  Advisor,  CLS and  their  respective
affiliates  under the New  Agreements and from other  relationships  between the
Funds and the Advisor,  CLS and/or their respective  affiliates,  if any, should
remain within the range the Board  considered  reasonable and appropriate at the
2006  Renewal  Meeting.  The Board  noted that,  although it is not  possible to
predict  how  the   Transaction   may  affect  the  Advisor's  or  CLS's  future
profitability  from its relationship  with the Funds, this will be given further
consideration at the next annual renewal meeting in August 2007.

ECONOMIES OF SCALE.  The Board  concluded  that economies of scale that might be
produced as a result of the Transaction could not be predicted in advance of the
closing of the Transaction.  The Board noted that at the 2006 Renewal Meeting it
approved the Current  Agreements,  notwithstanding  that they do not provide for
any breakpoints in the investment  advisory or sub-advisory  fees as a result of
increases  in the asset  levels  of the Funds due in part,  to the fact that the
assets under  management  were spread  among more than 100 Funds,  many of which
permitted  shareholders to engage in unlimited  trading.  Based on its review at
the 2006  Renewal  Meeting  and on the fact  that  this  subject  will  again be
considered at the next annual renewal meeting in August 2007,



                                       10



the Board  determined  that the  impending  change of  control  did not  warrant
reductions in fees or additions of breakpoints at this juncture.

DESCRIPTION OF THE TERMS OF THE NEW AGREEMENTS.  A form of each New Agreement is
attached to this proxy  statement as Appendices  B-H. Each form of New Agreement
provides  that the  Advisor's  and  CLS's  fees  with  respect  to each Fund and
Sub-Advised   Fund  will  remain  unchanged  from  the  fees  contained  in  its
corresponding  Current  Agreement.  Each  New  Agreement  provides  that  unless
terminated as provided therein,  the New Agreement shall continue for an initial
term of two years.  Thereafter,  the New Agreement  shall continue in effect for
successive annual periods provided such continuance is specifically  approved at
least annually (i) by the vote of the Trustees or by a vote of the shareholders;
and (ii) by the vote of a majority of the Independent  Trustees,  cast in person
at a  meeting  called  for the  purpose  of voting  on such  approval.  Each New
Agreement  provides  for  automatic  termination,  without  the  payment  of any
penalty, in the event of its assignment (as defined by the 1940 Act).

The New Agreements are  substantially  similar to each other, with the exception
of the parties to the  agreement.  Pursuant to each New  Agreement,  the Advisor
will act as investment  adviser to each Fund.  Each of the New  Agreements  will
require the Advisor to:

o     provide the Funds with  investment  research,  advice and  supervision and
      shall furnish continuously an investment program for the Funds, consistent
      with the respective investment objectives and policies of each Fund;

o     determine,  in  its  discretion  and  without  prior  consultation,   what
      securities shall be purchased for the Funds, what securities shall be held
      or sold by the Funds and what  portion of the Funds'  assets shall be held
      uninvested  in cash,  subject  always  to the  provisions  of the  Trust's
      Agreement and Declaration of Trust, By-Laws and its registration statement
      on file with the U.S. Securities and Exchange Commission (the "SEC");

o     discharge its responsibilities  subject to the control of the officers and
      the  Board,  and  in  compliance  with  the  objectives,   policies,   and
      limitations  set forth in the Funds'  prospectus and  applicable  laws and
      regulations;

o     vote any proxies for Fund securities;

o     provide  the Trust,  and any other  agent  designated  by the Trust,  with
      records concerning the Advisor's activities which each Fund is required to
      maintain; and

o     provide other  reports  reasonably  requested by the Trust's  officers and
      Board    concerning    the   Advisor's    discharge   of   the   foregoing
      responsibilities.

Each New Agreement also  authorizes the Advisor to select the brokers or dealers
that will execute the purchases and sales of securities of each Fund and directs
the Advisor to use its best efforts to obtain the best available  price and most
favorable  execution.  Subject to policies established by the Board, the Advisor
also may effect individual securities transactions at commission rates in excess
of the minimum  commission  rates available,  if the Advisor  determines in good
faith that such amount of commission is reasonable in relation to the value of


                                       11



the brokerage or research services provided by such broker or dealer,  viewed in
terms  of  either  that   particular   transaction  or  the  Advisor's   overall
responsibilities with respect to each Fund.

Under the terms of each New Agreement, the Advisor agrees to render its services
and to provide, at its own expense, the office space, furnishings, equipment and
personnel  required  by it to  perform  the  services  on the  terms and for the
compensation  provided  therein,  as discussed in further detail below. Each New
Agreement  provides that the Adviser shall indemnify and hold harmless the Trust
against losses by reason of or arising out of: (i) the Advisor being in material
violation of (A) any applicable  federal or state law, rule, or regulation,  (B)
any investment policy or restriction set forth in the Rydex Funds'  Registration
Statement,  or (C) any written guidelines or instruction  provided in writing by
the  Board;  or (ii)  the  Advisor's  willful  misfeasance,  bad  faith or gross
negligence  generally in the  performance  of its duties under,  or its reckless
disregard of, its obligations and duties.

INFORMATION  ABOUT THE ADVISOR.  PADCO  Advisors,  Inc. serves as the investment
adviser to the Rydex Series Funds and Rydex Dynamic  Funds.  PADCO  Advisors II,
Inc. serves as the investment  adviser to the Rydex Variable Trust and Rydex ETF
Trust.  PADCO  Advisors,  Inc.  and PADCO  Advisors  II,  Inc.  operate as Rydex
Investments.  PADCO Advisors,  Inc. and PADCO Advisors II, Inc. are organized as
Maryland  corporations  with their principal  place of business  located at 9601
Blackwell Road, Suite 500,  Rockville,  Maryland 20850. Rydex Holdings,  Inc. is
the sole  shareholder of PADCO Advisors,  Inc. and PADCO Advisors II, Inc. Rydex
Holdings,  Inc. is a wholly-owned subsidiary of Rydex NV, Inc. The Viragh Family
Trust  currently owns a controlling  interest in Rydex NV, Inc. These  companies
may, prior to or after  consummation of the Transaction,  be merged into limited
liability  companies.  Such merger will not be considered a change in control of
the Advisor.

The name and  principal  occupation  of each  director and  principal  executive
officer of PADCO  Advisors,  Inc. and PADCO  Advisors II, Inc. are listed below.
Unless otherwise noted, the business address of each director and officer is c/o
Rydex Investments,  9601 Blackwell Road, Suite 500,  Rockville,  Maryland 20850.
Following  the closing of the  Transaction,  Messrs.  Viragh and Mses.  Dahl and
Viragh will  relinquish  their  positions as directors of the Advisor and may be
replaced by directors elected by the Advisor's shareholders.



-------------------------------------------------------------------------------------------------------------------
NAME                   TITLE                      PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------------------------------
                                            
Jean M. Dahl           Director                   Director of Rydex NV, Inc., Rydex Holdings, Inc., PADCO Advisors,
                                                  Inc., PADCO Advisors II, Inc., Rydex Fund Services, Inc., Rydex
                                                  Distributors, Inc. and Advisor Research Center, Inc.; Vice
                                                  President of Rydex NV, Inc.; Director of Viragh Family
                                                  Foundation; and Employee of Dynamic Holdings, Inc.
-------------------------------------------------------------------------------------------------------------------
Katherine A. Viragh    Director                   Director of Rydex NV, Inc., Rydex Holdings, Inc., PADCO Advisors,
                                                  Inc., PADCO Advisors II, Inc., Rydex Fund Services, Inc., Rydex
                                                  Distributors, Inc. and Advisor Research Center, Inc.; Treasurer
                                                  of Rydex NV, Inc.; Manager and Voting Trustee of ICT Holdings,
                                                  LLC; Manager, President, Secretary and Treasurer of Investment
                                                  Capital Technologies, LLC; Director and Treasurer of Viragh
                                                  Family Foundation; Director and Employee of Dynamic Holdings,
                                                  Inc.; Trustee of Spring Hill College; Trustee of 2003 Dynamic
                                                  Irrevocable Trust, 2003 Irrevocable Trust for Family of Skip
                                                  Viragh and other family trusts
-------------------------------------------------------------------------------------------------------------------
Mark S. Viragh         Director                   Director of Rydex NV, Inc., Rydex Holdings, Inc., PADCO Advisors,
                                                  Inc., PADCO Advisors II, Inc., Rydex Fund Services, Inc., Rydex
                                                  Distributors, Inc. and Advisor Research Center, Inc.; Secretary
                                                  of Rydex NV, Inc.; Director and President of Viragh Family
                                                  Foundation; Director and President of The Skip Viragh Foundation,
                                                  Inc.; Director and President of Nova Foundation, Inc.; Director
                                                  and Employee of Dynamic Holdings, Inc.; Trustee of 2003 Dynamic
                                                  Irrevocable Trust, 2003 Irrevocable Trust for Family of Skip
                                                  Viragh and other family trusts
-------------------------------------------------------------------------------------------------------------------



                                       12





-------------------------------------------------------------------------------------------------------------------
NAME                   TITLE                      PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------------------------------
                                            
Robert J. Viragh       Director                   Director and Chairman of the Board of Rydex NV, Inc., Rydex
                                                  Holdings, Inc., PADCO Advisors, Inc., PADCO Advisors II, Inc.,
                                                  Rydex Fund Services, Inc., Rydex Distributors, Inc. and Advisor
                                                  Research Center, Inc.; President of Rydex NV, Inc.; Director of
                                                  Viragh Family Foundation; Employee of Dynamic Holdings, Inc.
-------------------------------------------------------------------------------------------------------------------
Carl G. Verboncoeur*   Chief Executive Officer    Chief Executive Officer, PADCO Advisors, Inc. and PADCO Advisors
                       and Treasurer              II, Inc.; Chief Executive Officer, President and Treasurer, Rydex
                                                  Fund Services, Inc. and Rydex Distributors, Inc.; President and
                                                  Treasurer, Rydex Holdings, Inc.
-------------------------------------------------------------------------------------------------------------------
Michael P. Byrum*      Chief Investment           Chief Investment Officer, President and Secretary, PADCO
                       Officer, President and     Advisors, Inc. and PADCO Advisors II, Inc.; Secretary, Rydex
                       Secretary                  Holdings, Inc.
-------------------------------------------------------------------------------------------------------------------
Joanna M. Haigney      Chief Compliance Officer   Chief Compliance Officer, PADCO Advisors, Inc. and PADCO Advisors
                                                  II, Inc.
-------------------------------------------------------------------------------------------------------------------


* Messrs. Verboncoeur and Byrum also serve as Interested Trustees of each of the
Trusts.

PROPOSALS 1 AND  1(a). THE  APPROVAL  OF NEW  INVESTMENT  ADVISORY  AGREEMENTS
                       BETWEEN RYDEX SERIES FUNDS AND PADCO ADVISORS, INC.

TRUSTS/FUNDS VOTING ON PROPOSAL 1:     RYDEX SERIES  FUNDS/ALL FUNDS (EXCEPT FOR
                                       THE ABSOLUTE  RETURN  STRATEGIES FUND AND
                                       HEDGED EQUITY FUND)

TRUSTS/FUNDS VOTING ON PROPOSAL 1(a):  RYDEX   SERIES    FUNDS/ABSOLUTE   RETURN
                                       STRATEGIES FUND AND HEDGED EQUITY FUND

The Current  Agreement  between the Advisor and the Trust with respect to all of
the Trust's Funds,  except for the Absolute  Return  Strategies  Fund and Hedged
Equity Fund, is dated April 30, 2004,  and was approved by the  shareholders  of
the Trust at the 2004 Special Meeting. The Current Agreement between the Advisor
and the Trust for the Absolute Return Strategies Fund and Hedged Equity Fund was
approved by the Board and each Fund's Sole Shareholder on May 23, 2005 following
their  formation and  registration  with the SEC. In accordance with the Board's
best  practices,  both Current  Agreements  have been renewed by the Board on an
annual basis following each Current  Agreement's  initial approval.  The Current
Agreements will remain in place until the completion of the Transaction at which
time, as a result of the  change  in the  control  of the  Advisor, the  Current
Agreements  will  terminate  and,  subject  to  shareholder  approval,  the  New
Agreements will go into effect. The terms of the New Agreements, including fees,
are  identical,  with the  exception  of the date,  to the terms of the  Current
Agreements.  The other terms of the New Agreements are substantially  similar in
all material respects to those of the other New Agreements, and are described in
the section above  entitled  "Description  of the Terms of the New  Agreements."
Forms of the New  Agreements  are  included as Appendix B and Appendix C to this
Proxy Statement.

The tables below  provide,  with respect to each of the Trust's  Funds:  (i) the
Advisor's  annual rate of  compensation  under the  Current and New  Agreements,
stated as a percentage  of the Fund's  assets;  (ii) the amount of advisory fees
paid to the  Advisor  pursuant to the Current  Agreements  for the Trust's  most
recently  completed  fiscal year ended March 31, 2007; (iii) amounts paid by the
Funds to Rydex Fund Services,  Inc. (the  "Administrator"),  an affiliate of the
Advisor,  for  administration  services for the Trust's most recently  completed
fiscal  year  ended  March  31,  2007;  (iv)  amounts  paid by the  Funds to the
Administrator  for accounting  services for the Trust's most recently  completed
fiscal year ended  March 31,  2007;  and (v) amounts  paid by the Funds to Rydex
Distributors,  Inc.  (the  "Distributor"),  an  affiliate  of the  Advisor,  for
services provided pursuant to the Funds'  distribution and shareholder  services
plans for the Trust's most recently  completed fiscal year ended March 31, 2007.
The Funds did not pay any brokerage commissions to the Distributor (or any other
affiliate of the Advisor) during the Trust's most recently completed fiscal year
ended March 31, 2007.  The Advisor also serves as adviser to the Rydex  Variable
Trust's Funds, certain of which are substantially similar to the Funds


                                       13



below.  The  Advisor's  compensation  for the Rydex  Variable  Trust's  Funds is
described in this Proxy Statement under Proposal 3.



------------------------------------------------------------------------------------------------------------------------
                                                                                    ADMINISTRATIVE        ACCOUNTING
                                                                                  SERVICE FEES PAID   SERVICE FEES PAID
                                               CURRENT AND   ADVISORY FEES PAID    TO ADMINISTRATOR   TO ADMINISTRATOR
                                               ANTICIPATED     TO ADVISOR FOR      FOR FISCAL YEAR     FOR FISCAL YEAR
                                              ADVISORY FEE    FISCAL YEAR ENDED         ENDED               ENDED
FUND                                              RATE              2007                 2007               2007
------------------------------------------------------------------------------------------------------------------------
                                                                                               
Absolute Return Strategies Fund                   1.15%          $1,992,108               ++                  ++
------------------------------------------------------------------------------------------------------------------------
Banking Fund                                      0.85%           $121,210             $35,650             $14,260
------------------------------------------------------------------------------------------------------------------------
Basic Materials Fund                              0.85%           $359,658             $105,782            $42,313
------------------------------------------------------------------------------------------------------------------------
Biotechnology Fund                                0.85%           $840,080             $247,082            $98,833
------------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund                         0.75%           $351,996             $117,332            $46,933
------------------------------------------------------------------------------------------------------------------------
Consumer Products Fund                            0.85%           $378,535             $111,334            $44,534
------------------------------------------------------------------------------------------------------------------------
Electronics Fund                                  0.85%           $275,192             $80,939             $32,375
------------------------------------------------------------------------------------------------------------------------
Energy Fund                                       0.85%          $1,070,459            $314,841            $125,936
------------------------------------------------------------------------------------------------------------------------
Energy Services Fund                              0.85%          $1,476,202            $434,177            $173,278
------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Aggressive Fund               0.00%             ****                  ++                  ++
------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund             0.00%             ****                  ++                  ++
------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Moderate Fund                 0.00%             ****                  ++                  ++
------------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund                        0.90%           $796,962             $221,379            $88,551
------------------------------------------------------------------------------------------------------------------------
Financial Services Fund                           0.85%           $406,806             $119,649            $47,860
------------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.2x Strategy Fund           0.50%           $563,994             $225,598            $112,799
------------------------------------------------------------------------------------------------------------------------
Health Care Fund                                  0.85%           $586,043             $172,365            $68,946
------------------------------------------------------------------------------------------------------------------------
Hedged Equity Fund                                1.15%           $414,760                ++                  ++
------------------------------------------------------------------------------------------------------------------------
High Yield Strategy Fund                          0.75%              **                   +                   +
------------------------------------------------------------------------------------------------------------------------
Internet Fund                                     0.85%           $155,611             $45,768             $18,307
------------------------------------------------------------------------------------------------------------------------
Inverse Government Long Bond Strategy Fund        0.90%          $9,286,719*          $2,278,030           $642,519
------------------------------------------------------------------------------------------------------------------------
Inverse High Yield Strategy Fund                  0.75%              **                   +                   +
------------------------------------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy Fund                     0.90%           $268,708             $74,641             $29,856
------------------------------------------------------------------------------------------------------------------------
Inverse OTC Strategy Fund                         0.90%          $1,603,243*           $445,126            $177,663
------------------------------------------------------------------------------------------------------------------------
Inverse Russell 2000(R)  Strategy Fund            0.90%          $1,033,413            $287,059            $114,824
------------------------------------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy Fund                     0.90%          $4,211,861*          $1,169,307           $403,674
------------------------------------------------------------------------------------------------------------------------
Japan 1.25x Strategy Fund                         0.90%           $700,396             $194,554            $77,822
------------------------------------------------------------------------------------------------------------------------
Large-Cap Growth Fund                             0.75%           $282,005             $94,002             $37,601
------------------------------------------------------------------------------------------------------------------------
Large-Cap Value Fund                              0.75%          $1,298,799            $432,933            $172,985
------------------------------------------------------------------------------------------------------------------------
Leisure Fund                                      0.85%           $270,721             $79,624             $31,850
------------------------------------------------------------------------------------------------------------------------
Managed Futures Strategy Fund                     0.90%            $39,487             $10,969              $4,387
------------------------------------------------------------------------------------------------------------------------
Mid-Cap 1.5x Strategy Fund                        0.90%           $525,676             $146,021            $58,408
------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Fund                               0.75%           $201,402             $67,134             $26,854
------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value Fund                                0.75%           $326,530             $108,843            $43,537
------------------------------------------------------------------------------------------------------------------------
Multi-Cap Core Equity Fund                        0.90%           $489,471             $196,779            $78,712
------------------------------------------------------------------------------------------------------------------------
Nova Fund                                         0.75%          $1,719,438*           $572,813            $227,366
------------------------------------------------------------------------------------------------------------------------
OTC Fund                                          0.75%          $5,348,630           $1,782,877           $541,188
------------------------------------------------------------------------------------------------------------------------
Precious Metals Fund                              0.75%          $1,641,503            $547,168            $217,752
------------------------------------------------------------------------------------------------------------------------
Real Estate Fund                                  0.85%           $449,638             $132,246            $52,899
------------------------------------------------------------------------------------------------------------------------
Retailing Fund                                    0.85%           $138,347             $40,690             $16,276
------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 1.5x Strategy Fund                0.90%           $960,601             $266,834            $106,733
------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) Fund                              0.75%            $60,560             $20,187              $8,075
------------------------------------------------------------------------------------------------------------------------
S&P 500 Fund                                      0.75%            $90,508             $30,169             $12,068
------------------------------------------------------------------------------------------------------------------------
Sector Rotation Fund                              0.90%          $3,152,003            $875,556            $324,995
------------------------------------------------------------------------------------------------------------------------
Small-Cap Growth Fund                             0.75%           $234,482             $78,161             $31,264
------------------------------------------------------------------------------------------------------------------------



                                       14





------------------------------------------------------------------------------------------------------------------------
                                                                                    ADMINISTRATIVE        ACCOUNTING
                                                                                  SERVICE FEES PAID   SERVICE FEES PAID
                                               CURRENT AND   ADVISORY FEES PAID    TO ADMINISTRATOR   TO ADMINISTRATOR
                                               ANTICIPATED     TO ADVISOR FOR      FOR FISCAL YEAR     FOR FISCAL YEAR
                                              ADVISORY FEE    FISCAL YEAR ENDED         ENDED               ENDED
FUND                                              RATE              2007                 2007               2007
------------------------------------------------------------------------------------------------------------------------
                                                                                               
Small-Cap Value Fund                              0.75%           $288,899             $96,300             $38,520
------------------------------------------------------------------------------------------------------------------------
Strengthening Dollar 2x Strategy Fund             0.90%           $197,221             $54,784             $21,913
------------------------------------------------------------------------------------------------------------------------
Technology Fund                                   0.85%           $331,368             $97,461             $38,984
------------------------------------------------------------------------------------------------------------------------
Telecommunications Fund                           0.85%           $246,756             $72,575             $29,030
------------------------------------------------------------------------------------------------------------------------
Transportation Fund                               0.85%           $315,775             $92,875             $37,150
------------------------------------------------------------------------------------------------------------------------
U.S. Government Money Market Fund                 0.50%          $6,601,467           $2,640,587           $732,665
------------------------------------------------------------------------------------------------------------------------
Utilities Fund                                    0.85%           $462,211             $135,944            $54,378
------------------------------------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy Fund                 0.90%          $1,300,330            $361,203            $144,481
------------------------------------------------------------------------------------------------------------------------


* Prior to  April  1,  2007,  the  Funds  pursued  their  respective  investment
objectives indirectly through a master-feeder arrangement, and the advisory fees
were paid by the corresponding  master fund.  Effective April 1, 2007, the Funds
discontinued  their  master-feeder  arrangements and now pursue their investment
objectives directly. As a result, the Funds pay all fees and expenses.

** The  Multi-Cap  Core Equity Fund pays the  Advisor a  management  fee that is
comprised  of two  components:  the first  component is an annual basic fee (the
"basic fee") equal to 0.70% of the Multi-Cap  Core Equity  Fund's  average daily
net assets,  and the second  component  is a  performance  fee  adjustment.  The
Multi-Cap  Core Equity  Fund's fee  structure is described in more detail in the
Fund's Prospectus.

*** The Advisor has  contractually  agreed to pay all operating  expenses of the
Fund,  excluding  interest  expense  and  taxes  (expected  to be  de  minimis),
brokerage  commissions  and  other  expenses  connected  with the  execution  of
portfolio transactions, short dividend expenses, and extraordinary expenses.

**** Currently, the Advisor receives an investment advisory fee for managing the
underlying  funds in which the Fund invests.  The underlying funds pay a monthly
investment advisory fee to the Advisor for its services. The fee is based on the
average  daily net assets of each  underlying  fund and  calculated at an annual
rate for each  underlying  fund. The Fund benefits from the investment  advisory
services  provided  to the  underlying  funds  and,  as  shareholders  of  those
underlying  funds,  indirectly  bear a proportionate  share of those  underlying
funds' advisory fees.

***** The  Advisor  has  contractually  agreed to pay all other  expenses of the
Fund,  excluding  Acquired  Fund fees and expenses,  interest  expense and taxes
(expected to be de minimis),  brokerage commissions and other expenses connected
with the execution of portfolio transactions and extraordinary expenses.

+ Not in operation for the period indicated.

++ The Advisor has  contractually  agreed to pay all other expenses of the Fund,
excluding Acquired Fund fees and expenses,  interest expense and taxes (expected
to be de minimis),  brokerage  commissions and other expenses connected with the
execution of portfolio transactions,  short dividend expenses, and extraordinary
expenses.



---------------------------------------------------------------------------------------------------------------------
                                              ADVISOR CLASS (0.25%   A-CLASS (0.25%   C-CLASS (1.00%   H-CLASS (0.25%
FUND                                               12b-1 FEE)          12b-1 FEE)       12b-1 FEE)       12b-1 FEE)
---------------------------------------------------------------------------------------------------------------------
                                                                                              
Absolute Return Strategies Fund                        $0                $58,127         $285,188         $303,643
---------------------------------------------------------------------------------------------------------------------
Banking Fund                                         $16,122             $1,674           $23,741            $0
---------------------------------------------------------------------------------------------------------------------
Basic Materials Fund                                 $41,694             $5,520           $71,259            $0
---------------------------------------------------------------------------------------------------------------------
Biotechnology Fund                                   $56,889             $4,770           $41,643            $0
---------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund                              $0                $19,910          $39,089          $87,649
---------------------------------------------------------------------------------------------------------------------
Consumer Products Fund                               $42,369             $7,309           $51,821            $0
---------------------------------------------------------------------------------------------------------------------
Electronics Fund                                     $22,968             $1,620           $41,888            $0
---------------------------------------------------------------------------------------------------------------------
Energy Fund                                          $79,931             $9,324          $207,274            $0
---------------------------------------------------------------------------------------------------------------------
Energy Services Fund                                $117,553             $20,589         $262,107            $0
---------------------------------------------------------------------------------------------------------------------
Essential  Portfolio Aggressive Fund                    *                   *                *               $0
---------------------------------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund                   *                   *                *               $0
---------------------------------------------------------------------------------------------------------------------
Essential Portfolio Moderate Fund                       *                   *                *               $0
---------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund                             $0                $13,852         $102,152         $181,989
---------------------------------------------------------------------------------------------------------------------
Financial Services Fund                              $82,950             $4,419           $34,965            $0
---------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.2x Strategy Fund             $149,084             $21,024         $118,464            $0
---------------------------------------------------------------------------------------------------------------------
Health Care Fund                                    $103,705             $2,509           $65,663            $0
---------------------------------------------------------------------------------------------------------------------
Hedged Equity Fund                                     $0                $10,650          $68,716          $62,337
---------------------------------------------------------------------------------------------------------------------
High Yield Strategy Fund                                *                   *                *                *
---------------------------------------------------------------------------------------------------------------------
Internet Fund                                        $22,920              $498            $14,170            $0
---------------------------------------------------------------------------------------------------------------------
Inverse Government Long Bond Strategy Fund          $312,661            $246,078        $3,486,307           $0
---------------------------------------------------------------------------------------------------------------------



                                       15





---------------------------------------------------------------------------------------------------------------------
                                              ADVISOR CLASS (0.25%   A-CLASS (0.25%   C-CLASS (1.00%   H-CLASS (0.25%
FUND                                           (0.25% 12b-1 FEE)       12b-1 FEE)       12b-1 FEE)       12b-1 FEE)
---------------------------------------------------------------------------------------------------------------------
                                                                                              
Inverse High Yield Strategy Fund                        *                   *                *                *
---------------------------------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy Fund                          $0                $2,011           $12,007          $69,629
---------------------------------------------------------------------------------------------------------------------
Inverse OTC Strategy Fund                            $74,306             $10,396         $177,866            $0
---------------------------------------------------------------------------------------------------------------------
Inverse Russell 2000(R) Strategy Fund                  N/A               $38,847         $115,423         $219,357
---------------------------------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy Fund                       $193,487             $33,088         $459,255            $0
---------------------------------------------------------------------------------------------------------------------
Japan 1.25x Strategy Fund                              N/A               $16,556          $98,004         $153,498
---------------------------------------------------------------------------------------------------------------------
Large-Cap Growth Fund                                  N/A               $3,540           $69,264          $43,145
---------------------------------------------------------------------------------------------------------------------
Large-Cap Value Fund                                   N/A               $4,941          $115,503         $399,116
---------------------------------------------------------------------------------------------------------------------
Leisure Fund                                         $51,088             $1,591           $19,657            $0
---------------------------------------------------------------------------------------------------------------------
Managed Futures Strategy Fund                          N/A               $3,691           $1,237           $6,971
---------------------------------------------------------------------------------------------------------------------
Mid-Cap 1.5x Strategy Fund                             N/A               $8,845          $206,504          $85,550
---------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Fund                                    N/A               $4,101           $23,493          $57,160
---------------------------------------------------------------------------------------------------------------------
Mid-Cap Value Fund                                     N/A               $4,726           $58,816          $89,413
---------------------------------------------------------------------------------------------------------------------
Multi-Cap Core Equity Fund                             N/A               $11,912         $307,638         $107,957
---------------------------------------------------------------------------------------------------------------------
Nova Fund                                           $219,037             $44,272         $440,615            $0
---------------------------------------------------------------------------------------------------------------------
OTC Fund                                             $99,982             $6,843          $120,998            $0
---------------------------------------------------------------------------------------------------------------------
Precious Metals Fund                                 $47,515             $13,616         $237,719            $0
---------------------------------------------------------------------------------------------------------------------
Real Estate Fund                                       $0                $10,137          $49,235         $109,800
---------------------------------------------------------------------------------------------------------------------
Retailing Fund                                       $22,195              $443            $24,278            $0
---------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 1.5x Strategy Fund                     N/A               $13,730         $243,222         $192,298
---------------------------------------------------------------------------------------------------------------------
Russell 2000(R) Fund                                   N/A                $345            $13,784          $16,395
---------------------------------------------------------------------------------------------------------------------
S&P 500 Fund                                           N/A               $2,165           $15,891          $24,031
---------------------------------------------------------------------------------------------------------------------
Sector Rotation Fund                                   N/A              $105,166        $1,245,924        $458,909
---------------------------------------------------------------------------------------------------------------------
Small-Cap Growth Fund                                  N/A               $2,255           $38,252          $66,343
---------------------------------------------------------------------------------------------------------------------
Small-Cap Value Fund                                   N/A               $3,993           $89,479          $69,937
---------------------------------------------------------------------------------------------------------------------
Strengthening Dollar 2x Strategy Fund                  N/A                $653            $23,161          $48,340
---------------------------------------------------------------------------------------------------------------------
Technology Fund                                      $58,471             $1,072           $21,306            $0
---------------------------------------------------------------------------------------------------------------------
Telecommunications Fund                              $25,768             $3,060           $29,707            $0
---------------------------------------------------------------------------------------------------------------------
Transportation Fund                                  $37,309             $4,874           $48,768            $0
---------------------------------------------------------------------------------------------------------------------
U.S. Government Money Market Fund                   $914,889             $37,781        $1,296,958           $0
---------------------------------------------------------------------------------------------------------------------
Utilities Fund                                       $41,440             $8,039           $76,467            $0
---------------------------------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy Fund                      N/A               $31,546         $110,290         $302,084
---------------------------------------------------------------------------------------------------------------------


* Not in operation for the period indicated.

BOARD RECOMMENDATION ON PROPOSALS 1 AND 1(a).

At its meeting on July 10, 2007, based on its deliberations on and evaluation of
the information  described  above,  the Board,  including all of the Independent
Trustees,  unanimously:  (a) concluded  that the terms of the New Agreements are
fair and  reasonable;  (b) concluded  that the Advisor's  fees are reasonable in
light of the services that the Advisor will provide to the Funds; (c) subject to
the Board's  reapproval  as  described  in (d) below,  agreed to approve the New
Agreements for an initial term of two years and to recommend the approval of the
New Agreements to Shareholders; and (d) agreed to consider the reapproval of the
New Agreements at the annual renewal  meeting to be held in August 2007 in light
of additional information to be provided by Rydex.

THE TRUSTEES  UNANIMOUSLY  RECOMMEND THAT  SHAREHOLDERS  OF EACH FUND VOTE "FOR"
PROPOSALS 1 AND 1(a).


                                       16



PROPOSAL 2.  THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN RYDEX
             DYNAMIC FUNDS AND PADCO ADVISORS, INC.

TRUSTS/FUNDS VOTING ON PROPOSAL 2: RYDEX DYNAMIC FUNDS/ALL FUNDS

The Current Agreement between the Advisor and the Trust is dated April 30, 2004,
and was approved by the  shareholders of the Trust at the 2004 Special  Meeting.
In accordance  with the Board's best practices,  the Current  Agreement has been
renewed by the Board on an annual  basis  following  its initial  approval.  The
Current  Agreement will remain in place until the completion of the  Transaction
at which  time, as a result of the  change in the  control  of the  Advisor, the
Current Agreement will terminate and, subject to shareholder  approval,  the New
Agreement will go into effect.  The terms of the New Agreement,  including fees,
are  identical,  with the  exception  of the date,  to the terms of the  Current
Agreement. The other terms of the New Agreement are substantially similar in all
material respects to those of the other New Agreements, and are described in the
section above entitled  "Description of the Terms of the New Agreements." A form
of the New Agreement is included as Appendix D to this Proxy Statement.

The tables below  provide,  with respect to each of the Trust's  Funds:  (i) the
Advisor's  annual rate of  compensation  under the  Current and New  Agreements,
stated as a percentage  of the Fund's  assets;  (ii) the amount of advisory fees
paid to the  Advisor  pursuant  to the Current  Agreement  for the Trust's  most
recently  completed  fiscal year ended December 31, 2006;  (iii) amounts paid by
the Funds to the  Administrator  for the Trust's most recently  completed fiscal
year  ended  December  31,  2006;   (iv)  amounts  paid  by  the  Funds  to  the
Administrator  for accounting  services for the Trust's most recently  completed
fiscal year ended  December 31,  2006;  and (v) amounts paid by the Funds to the
Distributor  for  services  provided  pursuant  to the Funds'  distribution  and
shareholder  services plans for the Trust's most recently  completed fiscal year
ended December 31, 2006. The Funds did not pay any brokerage  commissions to the
Distributor  (or any other  affiliate  of the  Advisor)  during the Trust's most
recently  completed fiscal year ended December 31, 2006. The Advisor also serves
as  advisor  to  the  Rydex  Variable  Trust's  Funds,   certain  of  which  are
substantially  similar to the Funds below.  The Advisor's  compensation  for the
Rydex Variable Trust's Funds is described in this Proxy Statement under Proposal
3.



-----------------------------------------------------------------------------------------------------------------------
                                                                                 ADMINISTRATIVE
                                                                               SERVICE FEES PAID    ACCOUNTING SERVICE
                                            CURRENT AND      ADVISORY FEES      TO ADMINISTRATOR       FEES PAID TO
                                            ANTICIPATED     PAID TO ADVISOR     FOR FISCAL YEAR      ADMINISTRATOR FOR
                                            ADVISORY FEE    FOR FISCAL YEAR          ENDED           FISCAL YEAR ENDED
FUND                                            RATE           ENDED 2006             2006                 2006
-----------------------------------------------------------------------------------------------------------------------
                                                                                             
Dow 2x Strategy Fund                           0.90%           $329,352*            $91,444               $54,866
-----------------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund                   0.90%           $547,920*            $152,132              $91,279
-----------------------------------------------------------------------------------------------------------------------
Inverse OTC 2x Strategy Fund                   0.90%          $4,061,782*          $1,127,743            $676,646
-----------------------------------------------------------------------------------------------------------------------
Inverse Russell 2000(R) 2x Strategy Fund       0.90%           $250,813**          $69,670**             $41,802**
-----------------------------------------------------------------------------------------------------------------------
Inverse S&P 500 2x Strategy Fund               0.90%          $3,614,232*          $1,003,468            $602,081
-----------------------------------------------------------------------------------------------------------------------
OTC 2x Strategy Fund                           0.90%          $4,221,125*          $1,172,105            $703,263
-----------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund               0.90%           $165,379**          $45,939**             $27,563**
-----------------------------------------------------------------------------------------------------------------------
S&P 500 2x Strategy Fund                       0.90%          $2,764,337*           $767,493             $460,496
-----------------------------------------------------------------------------------------------------------------------


* Prior to  January 1,  2007,  the Funds  pursued  their  respective  investment
objectives indirectly through a master-feeder arrangement, and the advisory fees
were paid by the corresponding master fund. Effective January 1, 2007, the Funds
discontinued  their  master-feeder  arrangements and now pursue their investment
objectives directly. As a result, the Funds pay all fees and expenses.

** Since the commencement of operations on May 31, 2006.


                                       17





-----------------------------------------------------------------------------------------------
                                            A-CLASS (0.25%    C-CLASS (1.00%    H-CLASS (0.25%
FUND                                          12b-1 FEE)        12b-1 FEE)        12b-1 FEE)
-----------------------------------------------------------------------------------------------
                                                                         
Dow 2x Strategy Fund                           $5,100            $39,415            $76,490
-----------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund                   $5,669            $36,398           $137,364
-----------------------------------------------------------------------------------------------
Inverse OTC 2x Strategy Fund                   $17,062           $349,437         $1,023,321
-----------------------------------------------------------------------------------------------
Inverse Russell 2000(R) 2x Strategy Fund       $1,534*           $9,939*           $65,652*
-----------------------------------------------------------------------------------------------
Inverse S&P 500 2x Strategy Fund               $24,088           $352,079          $891,360
-----------------------------------------------------------------------------------------------
OTC 2x Strategy Fund                           $19,859           $523,520         $1,021,367
-----------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund               $1,126*           $10,352*          $42,224*
-----------------------------------------------------------------------------------------------
S&P 500 2x Strategy Fund                       $18,965           $568,728          $606,345
-----------------------------------------------------------------------------------------------


* Since the commencement of operations on May 31, 2006.

BOARD RECOMMENDATION ON PROPOSAL 2.

At its meeting on July 10, 2007, based on its deliberations on and evaluation of
the information  described  above,  the Board,  including all of the Independent
Trustees,  unanimously:  (a)  concluded  that the terms of the New Agreement are
fair and  reasonable;  (b) concluded  that the Advisor's  fees are reasonable in
light of the services that the Advisor will provide to the Funds; (c) subject to
the Board's  reapproval  as  described  in (d) below,  agreed to approve the New
Agreement  for an initial term of two years and to recommend the approval of the
New Agreement to Shareholders;  and (d) agreed to consider the reapproval of the
New Agreement at the annual  renewal  meeting to be held in August 2007 in light
of additional information to be provided by Rydex.

THE TRUSTEES  UNANIMOUSLY  RECOMMEND THAT  SHAREHOLDERS  OF EACH FUND VOTE "FOR"
PROPOSAL 2.

PROPOSALS 3 AND 3(a). THE APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS BETWEEN
                      RYDEX VARIABLE TRUST AND PADCO ADVISORS II, INC.

TRUSTS/FUNDS VOTING ON PROPOSAL 3:    RYDEX VARIABLE TRUST/ALL FUNDS (EXCEPT FOR
                                      THE  ABSOLUTE  RETURN  STRATEGIES FUND AND
                                      HEDGED EQUITY FUND)

TRUSTS/FUNDS VOTING ON PROPOSAL 3(a): RYDEX   VARIABLE   TRUST/ABSOLUTE   RETURN
                                      STRATEGIES  FUND  AND  HEDGED  EQUITY FUND

The Current  Agreement  between the Advisor and the Trust with respect to all of
the Trust's Funds,  except for the Absolute  Return  Strategies  Fund and Hedged
Equity Fund, is dated April 30, 2004,  and was approved by the  shareholders  of
the Trust at the 2004 Special Meeting. The Current Agreement between the Advisor
and the Trust for the Absolute Return Strategies Fund and Hedged Equity Fund was
approved by the Board and each Fund's Sole Shareholder on May 23, 2005 following
the formation and registration of the Funds with the SEC. In accordance with the
Board's best practices,  both Current  Agreements have been renewed by the Board
on an annual basis  following each Current  Agreement's  initial  approval.  The
Current  Agreements will remain in place until the completion of the Transaction
at which  time, as a result of the  change in the  control of the  Advisor,  the
Current Agreements will terminate and, subject to shareholder approval,  the New
Agreements will go into effect. The terms of the New Agreements, including fees,
are  identical,  with the  exception  of the date,  to the terms of the  Current
Agreements.  The other terms of the New Agreements are substantially  similar in
all material respects to those of the other New Agreements, and are described in
the section above  entitled  "Description  of the Terms of the New  Agreements."
Forms of the New  Agreements  are  included as Appendix E and Appendix F to this
Proxy Statement.

The tables below  provide,  with respect to each of the Trust's  Funds:  (i) the
Advisor's  annual rate of  compensation  under the  Current and New  Agreements,
stated as a percentage  of the Fund's  assets;  (ii) the amount of advisory fees
paid to the  Advisor  pursuant  to the Current  Agreement  for the Trust's  most
recently


                                       18



completed  fiscal year ended December 31, 2006;  (iii) amounts paid by the Funds
to the Administrator  for the Trust's most recently  completed fiscal year ended
December 31,  2006;  (iv)  amounts  paid by the Funds to the  Administrator  for
accounting  services for the Trust's most recently  completed  fiscal year ended
December 31,  2006;  and (v) amounts  paid by the Funds to the  Distributor  for
services  provided pursuant to the Funds' investor services plan for the Trust's
most recently  completed  fiscal year ended December 31, 2006. The Funds did not
pay any brokerage  commissions to the Distributor (or any other affiliate of the
Advisor) during the Trust's most recently  completed  fiscal year ended December
31, 2006.  The Advisor also serves as advisor to the Rydex Series  Funds' Funds,
certain of which are  substantially  similar to the Funds below.  The  Advisor's
compensation  for the Rydex  Series  Funds'  Funds is  described  in this  Proxy
Statement under Proposal 1.



--------------------------------------------------------------------------------------------------------------------------
                                                                                    ADMINISTRATIVE
                                                                                  SERVICE FEES PAID    ACCOUNTING SERVICE
                                             CURRENT AND    ADVISORY FEES PAID     TO ADMINISTRATOR       FEES PAID TO
                                             ANTICIPATED      TO ADVISOR FOR       FOR FISCAL YEAR     ADMINISTRATOR FOR
                                            ADVISORY FEE     FISCAL YEAR ENDED          ENDED          FISCAL YEAR ENDED
FUND                                            RATE               2006                  2006                 2006
--------------------------------------------------------------------------------------------------------------------------
                                                                                                
Absolute Return Strategies Fund                 1.15%            $122,492               $0****               $0****
--------------------------------------------------------------------------------------------------------------------------
Banking Fund                                    0.85%            $146,468              $43,079              $17,231
--------------------------------------------------------------------------------------------------------------------------
Basic Materials Fund                            0.85%            $342,886              $100,849             $40,339
--------------------------------------------------------------------------------------------------------------------------
Biotechnology Fund                              0.85%            $220,641              $64,894              $25,958
--------------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund                       0.75%            $181,709              $60,570              $24,228
--------------------------------------------------------------------------------------------------------------------------
Consumer Products Fund                          0.85%            $295,176              $86,816              $34,727
--------------------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund                            0.90%            $184,675              $51,298              $20,519
--------------------------------------------------------------------------------------------------------------------------
Electronics Fund                                0.85%            $184,321              $54,212              $21,685
--------------------------------------------------------------------------------------------------------------------------
Energy Fund                                     0.85%            $671,196              $197,410             $78,964
--------------------------------------------------------------------------------------------------------------------------
Energy Services Fund                            0.85%            $658,963              $193,813             $77,525
--------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Aggressive Fund             0.00%*              $0                  $0****               $0****
--------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund           0.00%*              $0                  $0****               $0****
--------------------------------------------------------------------------------------------------------------------------
Essential Portfolio Moderate Fund               0.00%*              $0                  $0****               $0****
--------------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund                      0.90%            $480,072              $133,353             $53,342
--------------------------------------------------------------------------------------------------------------------------
Financial Services Fund                         0.85%            $309,488              $91,026              $36,410
--------------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.2x Strategy Fund         0.50%            $319,322              $159,661             $63,864
--------------------------------------------------------------------------------------------------------------------------
Health Care Fund                                0.85%            $393,117              $115,622             $46,249
--------------------------------------------------------------------------------------------------------------------------
Hedged Equity Fund                              1.15%             $75,596               $0****               $0****
--------------------------------------------------------------------------------------------------------------------------
High Yield Strategy Fund                        0.75%               **                    **                   **
--------------------------------------------------------------------------------------------------------------------------
Internet Fund                                   0.85%             $83,765              $24,637               $9,855
--------------------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund                    0.90%             $92,982              $25,828              $10,331
--------------------------------------------------------------------------------------------------------------------------
Inverse Government Long Bond Strategy Fund      0.90%            $269,763              $74,934              $29,974
--------------------------------------------------------------------------------------------------------------------------
Inverse High Yield Strategy Fund                0.75%               **                    **                   **
--------------------------------------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy Fund                   0.90%             $39,155              $10,876               $4,351
--------------------------------------------------------------------------------------------------------------------------
Inverse OTC 2x Strategy Fund                    0.90%               **                    **                   **
--------------------------------------------------------------------------------------------------------------------------
Inverse OTC Strategy Fund                       0.90%            $279,479              $77,633              $31,053
--------------------------------------------------------------------------------------------------------------------------
Inverse Russell 2000(R) 2x Strategy Fund        0.90%               **                    **                   **
--------------------------------------------------------------------------------------------------------------------------
Inverse Russell 2000(R)  Strategy Fund          0.90%            $142,308              $39,530              $15,812
--------------------------------------------------------------------------------------------------------------------------
Inverse S&P 500 2x Strategy Fund                0.90%               **                    **                   **
--------------------------------------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy Fund                   0.90%            $311,192              $86,442              $34,577
--------------------------------------------------------------------------------------------------------------------------
Japan 1.25x Strategy Fund                       0.90%            $314,810              $87,447              $34,979
--------------------------------------------------------------------------------------------------------------------------
Large-Cap Growth Fund                           0.75%            $134,823              $44,941              $17,976
--------------------------------------------------------------------------------------------------------------------------
Large-Cap Value Fund                            0.75%            $324,187              $108,062             $43,224
--------------------------------------------------------------------------------------------------------------------------
Leisure Fund                                    0.85%            $175,172              $51,521              $20,608
--------------------------------------------------------------------------------------------------------------------------
Mid-Cap 1.5x Strategy Fund                      0.90%            $359,173              $99,770              $39,908
--------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth Fund                             0.75%            $140,820              $46,940              $18,776
--------------------------------------------------------------------------------------------------------------------------



                                       19





---------------------------------------------------------------------------------------------------------------------------
                                                                                      ADMINISTRATIVE         ACCOUNTING
                                                                                     SERVICE FEES PAID    SERVICE FEES PAID
                                              CURRENT AND      ADVISORY FEES PAID    TO ADMINISTRATOR     TO ADMINISTRATOR
                                               ANTICIPATED        TO ADVISOR FOR       FOR FISCAL YEAR      FOR FISCAL YEAR
                                              ADVISORY FEE      FISCAL YEAR ENDED          ENDED                ENDED
FUND                                               RATE               2006                 2006                 2006
---------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Mid-Cap Value Fund                                0.75%             $157,298              $52,433              $20,973
---------------------------------------------------------------------------------------------------------------------------
Multi-Cap Core Equity Fund                      0.90%***             $36,256              $13,232              $5,293
---------------------------------------------------------------------------------------------------------------------------
Nova Fund                                         0.75%             $631,818             $210,606              $84,243
---------------------------------------------------------------------------------------------------------------------------
OTC 2x Strategy Fund                              0.90%             $327,744              $91,040              $36,416
---------------------------------------------------------------------------------------------------------------------------
OTC Fund                                          0.75%             $588,233             $196,077              $78,431
---------------------------------------------------------------------------------------------------------------------------
Precious Metals Fund                              0.75%             $565,415             $188,472              $75,388
---------------------------------------------------------------------------------------------------------------------------
Real Estate Fund                                  0.85%             $473,372             $139,227              $55,691
---------------------------------------------------------------------------------------------------------------------------
Retailing Fund                                    0.85%             $175,095              $51,499              $20,600
---------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 1.5x Strategy Fund                0.90%             $529,924             $147,201              $58,880
---------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund                  0.90%              $7,410               $2,058                $824
---------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) Fund                              0.75%                **                   **                   **
---------------------------------------------------------------------------------------------------------------------------
S&P 500 2x Strategy Fund                          0.90%             $248,992              $69,164              $27,666
---------------------------------------------------------------------------------------------------------------------------
S&P 500 Fund                                      0.75%                **                   **                   **
---------------------------------------------------------------------------------------------------------------------------
Sector Rotation Fund                              0.90%             $730,431             $202,898              $81,159
---------------------------------------------------------------------------------------------------------------------------
Small-Cap Growth Fund                             0.75%             $125,195              $41,732              $16,692
---------------------------------------------------------------------------------------------------------------------------
Small-Cap Value Fund                              0.75%             $204,933              $68,311              $27,324
---------------------------------------------------------------------------------------------------------------------------
Strengthening Dollar 2x Strategy Fund             0.90%              $22,043              $6,123               $2,449
---------------------------------------------------------------------------------------------------------------------------
Technology Fund                                   0.85%             $179,474              $52,787              $21,114
---------------------------------------------------------------------------------------------------------------------------
Telecommunications Fund                           0.85%             $225,010              $66,179              $26,472
---------------------------------------------------------------------------------------------------------------------------
Transportation Fund                               0.85%             $346,981             $102,053              $40,821
---------------------------------------------------------------------------------------------------------------------------
U.S. Government Money Market Fund                 0.50%            $1,271,093            $635,547             $247,164
---------------------------------------------------------------------------------------------------------------------------
Utilities Fund                                    0.85%             $392,767             $115,520              $46,208
---------------------------------------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy Fund                 0.90%              $70,784              $19,662              $7,865
---------------------------------------------------------------------------------------------------------------------------


* Currently,  the Advisor  receives an investment  advisory fee for managing the
underlying  funds in which the Fund invests.  The underlying funds pay a monthly
investment advisory fee to the Advisor for its services. The fee is based on the
average  daily net assets of each  underlying  fund and  calculated at an annual
rate for each  underlying  fund. The Fund benefits from the investment  advisory
services  provided  to the  underlying  funds  and,  as  shareholders  of  those
underlying  funds,  indirectly  bear a proportionate  share of those  underlying
funds' advisory fees.

** Not in operation for the period indicated.

*** The  Multi-Cap  Core Equity Fund pays the Advisor a  management  fee that is
comprised  of two  components:  the first  component is an annual basic fee (the
"basic fee") equal to 0.70% of the Multi-Cap  Core Equity  Fund's  average daily
net assets,  and the second component is a performance fee adjustment.

**** The Advisor has contractually agreed to pay all other expenses of the Fund,
excluding  the fees and  expenses  of any  underlying  fund that the Fund may be
invested in (an "Acquired Fund"),  interest expense and taxes (expected to be de
minimis),  brokerage commissions and other expenses connected with the execution
of portfolio transactions, short dividend expenses, and extraordinary expenses.



-------------------------------------------------------------------------------------------
                                                                           INVESTOR SERVICE
                                                   INVESTOR SERVICE       FEES PAID ($) FOR
                                               FEES PAID (%) FOR FISCAL   FISCAL YEAR ENDED
                FUND                               YEAR ENDED 2006              2006
-------------------------------------------------------------------------------------------
                                                                         
Absolute Return Strategies Fund***                      0.25%                     $0
-------------------------------------------------------------------------------------------
Banking Fund                                            0.25%                  $43,079
-------------------------------------------------------------------------------------------
Basic Materials Fund                                    0.25%                  $100,849
-------------------------------------------------------------------------------------------
Biotechnology Fund                                      0.25%                  $64,894
-------------------------------------------------------------------------------------------
Commodities Strategy Fund                               0.25%                  $60,570
-------------------------------------------------------------------------------------------
Consumer Products Fund                                  0.25%                  $86,816
-------------------------------------------------------------------------------------------
Dow 2x Strategy Fund                                    0.25%                  $51,298
-------------------------------------------------------------------------------------------
Electronics Fund                                        0.25%                  $54,212
-------------------------------------------------------------------------------------------
Energy Fund                                             0.25%                  $197,410
-------------------------------------------------------------------------------------------
Energy Services Fund                                    0.25%                  $193,813
-------------------------------------------------------------------------------------------
Essential Portfolio Aggressive Fund***                  0.25%                     $0
-------------------------------------------------------------------------------------------
Essential Portfolio Conservative Fund***                0.25%                     $0
-------------------------------------------------------------------------------------------



                                       20





--------------------------------------------------------------------------------------------
                                                                           INVESTOR SERVICE
                                                   INVESTOR SERVICE        FEES PAID ($) FOR
                                               FEES PAID (%) FOR FISCAL    FISCAL YEAR ENDED
                  FUND                              YEAR ENDED 2006               2006
--------------------------------------------------------------------------------------------
                                                                          
Essential Portfolio Moderate Fund***                     0.25%                      $0
--------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund                               0.25%                  $133,353
--------------------------------------------------------------------------------------------
Financial Services Fund                                  0.25%                  $91,026
--------------------------------------------------------------------------------------------
Government Long Bond Advantage Fund                      0.25%                  $127,729
--------------------------------------------------------------------------------------------
Health Care Fund                                         0.25%                  $115,622
--------------------------------------------------------------------------------------------
Hedged Equity Fund***                                    0.25%                     $0
--------------------------------------------------------------------------------------------
High Yield Strategy Fund                                  **                       **
--------------------------------------------------------------------------------------------
Internet Fund                                            0.25%                  $24,637
--------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund                             0.25%                  $25,828
--------------------------------------------------------------------------------------------
Inverse Government Long Bond Fund                        0.25%                  $74,934
--------------------------------------------------------------------------------------------
Inverse High Yield Strategy Fund                           **                      **
--------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy Fund                            0.25%                  $10,876
--------------------------------------------------------------------------------------------
Inverse OTC 2x Strategy Fund                               *                       *
--------------------------------------------------------------------------------------------
Inverse OTC Strategy Fund                                0.25%                  $77,633
--------------------------------------------------------------------------------------------
Inverse Russell 2000(R) 2x Strategy Fund                   *                       *
--------------------------------------------------------------------------------------------
Inverse Russell 2000(R) Strategy Fund                    0.25%                  $39,530
--------------------------------------------------------------------------------------------
Inverse S&P 500 2x Strategy Fund                           *                       *
--------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy Fund                            0.25%                  $86,442
--------------------------------------------------------------------------------------------
Japan 1.25x Strategy Fund                                0.25%                  $87,447
--------------------------------------------------------------------------------------------
Large-Cap Growth Fund                                    0.25%                  $44,941
--------------------------------------------------------------------------------------------
Large-Cap Value Fund                                     0.25%                  $108,062
--------------------------------------------------------------------------------------------
Leisure Fund                                             0.25%                  $51,521
--------------------------------------------------------------------------------------------
Mid-Cap 1.5x Strategy Fund                               0.25%                  $99,770
--------------------------------------------------------------------------------------------
Mid-Cap Growth Fund                                      0.25%                  $46,940
--------------------------------------------------------------------------------------------
Mid-Cap Value Fund                                       0.25%                  $52,433
--------------------------------------------------------------------------------------------
Multi-Cap Core Equity Fund                               0.25%                  $13,232
--------------------------------------------------------------------------------------------
Nova Fund                                                0.25%                  $210,606
--------------------------------------------------------------------------------------------
OTC 2x Strategy Fund                                     0.25%                  $91,040
--------------------------------------------------------------------------------------------
OTC Fund                                                 0.25%                  $196,077
--------------------------------------------------------------------------------------------
Precious Metals Fund                                     0.25%                  $188,472
--------------------------------------------------------------------------------------------
Real Estate Fund                                         0.25%                  $139,227
--------------------------------------------------------------------------------------------
Retailing Fund                                           0.25%                  $51,499
--------------------------------------------------------------------------------------------
Russell 2000(R) 1.5x Strategy Fund                       0.25%                  $147,201
--------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund                         0.25%                   $2,058
--------------------------------------------------------------------------------------------
Russell 2000(R) Fund                                       *                       *
--------------------------------------------------------------------------------------------
S&P 500 2x Strategy Fund                                 0.25%                  $69,164
--------------------------------------------------------------------------------------------
S&P 500 Fund                                               *                       *
--------------------------------------------------------------------------------------------
Sector Rotation Fund                                     0.25%                  $202,898
--------------------------------------------------------------------------------------------
Small-Cap Growth Fund                                    0.25%                  $41,732
--------------------------------------------------------------------------------------------
Small-Cap Value Fund                                     0.25%                  $68,311
--------------------------------------------------------------------------------------------
Strengthening Dollar 2x Strategy Fund                    0.25%                   $6,123
--------------------------------------------------------------------------------------------
Technology Fund                                          0.25%                  $52,787
--------------------------------------------------------------------------------------------
Telecommunications Fund                                  0.25%                  $66,179
--------------------------------------------------------------------------------------------
Transportation Fund                                      0.25%                  $102,053
--------------------------------------------------------------------------------------------
U.S. Government Money Market Fund                        0.25%                  $508,437
--------------------------------------------------------------------------------------------
Utilities Fund                                           0.25%                  $115,520
--------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy Fund                        0.25%                  $19,662
--------------------------------------------------------------------------------------------


* The Fund has not yet commenced operations.

** Not in operation for the period indicated.

*** The Advisor has contractually  agreed to pay all other expenses of the Fund,
excluding Acquired Fund fees and expenses,  interest expense and taxes (expected
to be de minimis),  brokerage  commissions and other expenses connected with the
execution of portfolio transactions,  short dividend expenses, and extraordinary
expenses.


                                       21



BOARD RECOMMENDATION ON PROPOSALS 3 AND 3(a).

At its meeting on July 10, 2007, based on its deliberations on and evaluation of
the information  described  above,  the Board,  including all of the Independent
Trustees,  unanimously:  (a) concluded  that the terms of the New Agreements are
fair and  reasonable;  (b) concluded  that the Advisor's  fees are reasonable in
light of the services that the Advisor will provide to the Funds; (c) subject to
the Board's  reapproval  as  described  in (d) below,  agreed to approve the New
Agreements for an initial term of two years and to recommend the approval of the
New Agreements to Shareholders; and (d) agreed to consider the reapproval of the
New Agreements at the annual renewal  meeting to be held in August 2007 in light
of additional information to be provided by Rydex.

THE TRUSTEES  UNANIMOUSLY  RECOMMEND THAT  SHAREHOLDERS  OF EACH FUND VOTE "FOR"
PROPOSALS 3 AND 3(a).

PROPOSAL 3(b). THE APPROVAL OF A NEW INVESTMENT  SUB-ADVISORY  AGREEMENT BETWEEN
               PADCO ADVISORS II, INC. AND CLS INVESTMENT FIRM, LLC.

TRUSTS/FUNDS  VOTING ON  PROPOSAL  3(b): RYDEX  VARIABLE  TRUST/CLS  ADVISORONE
                                         AMERIGO  FUND, CLS  ADVISORONE CLERMONT
                                         FUND AND CLS ADVISORONE BEROLINA FUND

THE  APPROVAL OF PROPOSAL  3(b) IS  CONTINGENT  ON THE APPROVAL OF PROPOSAL 3 BY
SHAREHOLDERS  OF THE CLS ADVISORONE  AMERIGO FUND, CLS ADVISORONE  CLERMONT FUND
AND CLS ADVISORONE BEROLINA FUND.

The Current  Agreement  between the Advisor and CLS is dated April 30, 2004, and
was approved by the  shareholders of the Trust at the 2004 Special  Meeting.  In
accordance  with the Board's  best  practices,  the Current  Agreement  has been
renewed by the Board on an annual  basis  following  its initial  approval.  The
Current  Agreement will remain in place until the completion of the  Transaction
at which  time, as a result of the  change in the  control of the  Advisor,  the
Current Agreement will terminate and, subject to shareholder  approval,  the New
Agreement  will go into effect.  The terms of the New Agreement  with respect to
the Sub-Advised Funds, including fees, are identical,  with the exception of the
date and  term,  to the  terms of the  Current  Agreement  with  respect  to the
Sub-Advised  Funds.  The other terms of the New  Agreement  with  respect to the
Sub-Advised Funds are substantially similar in all material respects to those of
the other New  Agreements,  and are  described  in the  section  above  entitled
"Description of the Terms of the New Agreements." A form of the New Agreement is
included as Appendix G to this Proxy Statement.

The tables  below  provide,  with  respect  to each  Sub-Advised  Fund:  (i) the
Advisor's  annual rate of  compensation  under the  Current and New  Agreements,
stated as a percentage  of the Fund's  assets;  (ii) the amount of advisory fees
paid to the  Advisor  pursuant  to the Current  Agreement  for the Trust's  most
recently  completed fiscal year ended December 31, 2006; (iii) the Sub-Advisor's
anticipated  annual rate of  compensation  under the New Agreement,  stated as a
percentage of the Fund's assets;  (iv) the amount of  sub-advisory  fees paid to
the Sub-Advisor by the Advisor pursuant to the Current Agreement for the Trust's
most recently completed fiscal year ended December 31, 2006; (v) amounts paid by
the Funds to the  Administrator  for the Trust's most recently  completed fiscal
year  ended  December  31,  2006;   (vi)  amounts  paid  by  the  Funds  to  the
Administrator  for accounting  services for the Trust's most recently  completed
fiscal year ended  December  31,  2006;  (vii)  amounts paid by the Funds to the
Distributor  for  services  provided  pursuant  to the Funds'  distribution  and
investor  services  plans for the Trust's most  recently  completed  fiscal year
ended December 31, 2006; and (viii) aggregate brokerage  commissions paid to the
Distributor for the most recently completed fiscal year ended December 31, 2006.
Compensation  paid to the Sub-Advisor,  under both the Current Agreement and the
New Agreement, is and will continue to be, paid by the Advisor.


                                       22





----------------------------------------------------------------------------------------------------------
                                                                                        ADVISORY FEES PAID
                                 CURRENT AND   ADVISORY FEES PAID      CURRENT AND      TO SUB-ADVISOR BY
                                 ANTICIPATED     TO ADVISOR FOR        ANTICIPATED       THE ADVISOR FOR
                                ADVISORY FEE    FISCAL YEAR ENDED   SUB-ADVISORY FEE    FISCAL YEAR ENDED
FUND                                RATE              2007                RATE*               2006
----------------------------------------------------------------------------------------------------------
                                                                                 
CLS AdvisorOne Amerigo Fund        0.90%           $2,106,722             0.40%              $937,554
----------------------------------------------------------------------------------------------------------
CLS AdvisorOne Berolina Fund       0.90%            $12,234**             0.40%              $5,296**
----------------------------------------------------------------------------------------------------------
CLS AdvisorOne Clermont Fund       0.90%           $1,032,384             0.40%              $460,120
----------------------------------------------------------------------------------------------------------


* The New Agreement's  compensation  terms provide that the Advisor will have no
obligation to compensate CLS for its services with respect to a Sub-Advised Fund
for any quarter in which such Fund's assets average less than $10,000,000 during
that quarter.

** Since the commencement of operations on November 10, 2006.



---------------------------------------------------------------------------------------------------------------
                                  ADMINISTRATIVE        ACCOUNTING                             INVESTOR SERVIC
                                SERVICE FEES PAID    SERVICE FEES PAID    DISTRIBUTION PLAN          PLAN
                                 TO ADMINISTRATOR    TO ADMINISTRATOR      FEES PAID ($)FOR    FEES PAID ($)FOR
                                 FOR FISCAL YEAR      FOR FISCAL YEAR        FISCAL YEAR         FISCAL YEAR
                                      ENDED                ENDED                ENDED               ENDED
FUND                                   2006                2006                  2006                2006
---------------------------------------------------------------------------------------------------------------
                                                                                       
CLS AdvisorOne Amerigo Fund          $585,201            $232,834                $0                $585,201
---------------------------------------------------------------------------------------------------------------
CLS AdvisorOne Berolina Fund         $3,398*              $1,360*                $0*                $3,398*
---------------------------------------------------------------------------------------------------------------
CLS AdvisorOne Clermont Fund         $286,773            $114,709                $0                $286,773
---------------------------------------------------------------------------------------------------------------


* Since the commencement of operations on November 10, 2006.



-------------------------------------------------------------------------------------------------------
                                                                                  PERCENTAGE OF TOTAL
                                                                                       BROKERAGE
                                                           PERCENTAGE OF TOTAL       TRANSACTIONS,
                                 AGGREGATE BROKERAGE            BROKERAGE         INVOLVING PAYMENT OF
                                 COMMISSIONS PAID TO       COMMISSIONS PAID TO   COMMISSIONS, EFFECTED
                                DISTRIBUTOR FOR FISCAL    AFFILIATED BROKER IN    THROUGH AFFILIATED
FUND                               YEAR ENDED 2006                2006              BROKERS IN 2006
-------------------------------------------------------------------------------------------------------
                                                                               
CLS AdvisorOne Amerigo Fund            $218,984                   100%                  60.79%
-------------------------------------------------------------------------------------------------------
CLS AdvisorOne Berolina Fund            $4,551*                   100%*                 84.14%*
-------------------------------------------------------------------------------------------------------
CLS AdvisorOne Clermont Fund            $39,585                   100%                  48.57%
-------------------------------------------------------------------------------------------------------


* Since the commencement of operations on November 10, 2006.

INFORMATION  ABOUT CLS. CLS is organized as a Nebraska limited liability company
with its principal  place of business  located at 4020 S. 147th  Street,  Omaha,
Nebraska 68137. CLS is a wholly-owned subsidiary of Northstar Financial Services
Group, LLC ("Northstar"), a Nevada limited liability company. Northstar is owned
50% by W. Patrick Clarke,  who serves as Chief Executive  Officer and Manager of
CLS, and 50% by Michael Miola, who serves as a Manager of CLS.

The name and principal occupation of each principal executive officer of CLS are
listed below.  Unless  otherwise  noted, the business address of each officer is
c/o CLS Investment Firm LLC, 4020 S. 147th Street, Omaha, Nebraska 68137.


                                       23





-------------------------------------------------------------------------------------------------------------------
NAME                    TITLE                       PRINCIPAL OCCUPATION
-------------------------------------------------------------------------------------------------------------------
                                              
W. Patrick Clarke       Chief Executive Officer     Manager, CLS; Co-Owner, NorthStar Financial Services Group, LLC
                        and Manager
-------------------------------------------------------------------------------------------------------------------
Michael Miola           Chief Executive Officer     Manager, CLS; Co-Owner, NorthStar Financial Services Group, LLC
                        and Manager
-------------------------------------------------------------------------------------------------------------------
Robert M. Jergovic      Chief Investment Officer    Chief Investment Officer, CLS
-------------------------------------------------------------------------------------------------------------------
Todd Clarke             President                   President, CLS
-------------------------------------------------------------------------------------------------------------------
Scott R. Kubie          Vice President              Vice President and Director of Research, CLS
-------------------------------------------------------------------------------------------------------------------
Brian Nielson           General Counsel/Chief       General Counsel/Chief Compliance Officer, CLS; General Counsel,
                        Compliance Officer          NorthStar Financial Services Group, LLC
-------------------------------------------------------------------------------------------------------------------


BOARD RECOMMENDATION ON PROPOSAL 3(b).

At its meeting on July 10, 2007, based on its deliberations on and evaluation of
the information  described  above,  the Board,  including all of the Independent
Trustees,  unanimously:  (a)  concluded  that the terms of the New Agreement are
fair and reasonable; (b) concluded that the Sub-Advisor's fees are reasonable in
light of the  services  that the  Sub-Advisor  will  provide to the  Funds;  (c)
subject to the Board's  reapproval as described in (d) below,  agreed to approve
the New Agreement for an initial term of two years and to recommend the approval
of the New Agreement to Shareholders;  and (d) agreed to consider the reapproval
of the New Agreement at the annual renewal  meeting to be held in August 2007 in
light of additional information to be provided by CLS.



THE TRUSTEES  UNANIMOUSLY  RECOMMEND THAT  SHAREHOLDERS  OF EACH FUND VOTE "FOR"
PROPOSAL 3(b).

PROPOSAL 4. THE APPROVAL OF A NEW INVESTMENT  ADVISORY  AGREEMENT  BETWEEN RYDEX
            ETF TRUST AND PADCO ADVISORS II, INC.

TRUSTS/FUNDS VOTING ON PROPOSAL 4: RYDEX ETF TRUST/ALL FUNDS

The Current Agreement between the Advisor and the Trust is dated April 30, 2004,
and was approved by the  shareholders of the Trust at the 2004 Special  Meeting.
In accordance  with the Board's best practices,  the Current  Agreement has been
renewed by the Board on an annual  basis  following  its initial  approval.  The
Current  Agreement will remain in place until the completion of the  Transaction
at which time, as a result of the  change in the  control  of the  Advisor,  the
Current Agreement will terminate and, subject to shareholder  approval,  the New
Agreement will go into effect.  The terms of the New Agreement,  including fees,
are  identical,  with the  exception  of the date and term,  to the terms of the
Current  Agreement.  The  other  terms of the New  Agreement  are  substantially
similar in all material  respects to those of the other New Agreements,  and are
described in the section  above  entitled  "Description  of the Terms of the New
Agreements." A form of the New Agreement is included as Appendix H to this Proxy
Statement.

The tables below  provide,  with respect to each of the Trust's  Funds:  (i) the
Advisor's  annual rate of  compensation  under the  Current and New  Agreements,
stated as a percentage  of the Fund's  assets;  (ii) the amount of advisory fees
paid to the  Advisor  pursuant  to the Current  Agreement  for the Trust's  most
recently completed fiscal year ended October 31, 2006; and (iii) amounts paid by
the Advisor to State Street Bank and Trust Company for  administration,  custody
and transfer agency services for the Trust's most recently completed fiscal year
ended October 31, 2006.  For the fiscal year ended October 31, 2006, the Trust's
Funds did not pay any brokerage  commissions to the  Distributor.  Each Fund has
adopted a  Distribution  Plan pursuant to which the  Distributor,  or designated
service  providers,  may receive up to 0.25% of a Fund's assets  attributable to
shares as compensation for distribution  services  pursuant to Rule 12b-1 of the
1940 Act. However, for the fiscal year ended October 31, 2006, the Funds did not
pay the Distributor any fees for services  provided pursuant to the terms of the
Distribution Plan.


                                       24





---------------------------------------------------------------------------------------------------------
                                                                                            CUSTODY,
                                                       CURRENT                         ADMINISTRATION AND
                                                         AND         ADVISORY FEES      TRANSFER AGENCY
                                                     ANTICIPATED    PAID TO ADVISOR       EXPENSES PAID
                                                      ADVISORY       OR FISCAL YEAR    DURING THE FISCAL
FUND                                                  FEE RATE*        ENDED 2006       YEAR ENDED 2006
---------------------------------------------------------------------------------------------------------
                                                                                
Rydex Russell Top 50 ETF                                0.20%           $326,403           $59,541.06
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight ETF                              0.40%          $6,067,717         $550,815.24
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer Discretionary ETF       0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer Staples ETF             0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Energy ETF                       0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Financials ETF                   0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Health Care Fund                 0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Industrials ETF                  0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Materials ETF                    0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Technology ETF                   0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P Equal Weight Utilities ETF                    0.50%              **                  **
---------------------------------------------------------------------------------------------------------
Rydex S&P 500 Pure Growth ETF                           0.35%          $32,115***        $12,699.53***
---------------------------------------------------------------------------------------------------------
Rydex S&P 500 Pure Value ETF                            0.35%          $28,282***         $9,649.14***
---------------------------------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Growth ETF                    0.35%          $42,331***        $12,575.06***
---------------------------------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Value ETF                     0.35%          $27,406***         $6,627.65***
---------------------------------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Growth ETF                  0.35%          $16,689***        $11,867.99***
---------------------------------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Value ETF                   0.35%          $13,382***        $14,680.74***
---------------------------------------------------------------------------------------------------------


* The Advisor has  contractually  agreed to pay all  operating  expenses of each
Rydex ETF Trust Fund,  excluding  interest  expense and taxes (expected to be de
minimis),  brokerage commissions and other expenses connected with the execution
of  portfolio  transactions,  any  future  distribution  fees or  expenses,  and
extraordinary expenses.

** Not in operation for the period indicated.  The Fund commenced  operations on
November 1, 2006.

*** Since the commencement of operations on March 1, 2006.

BOARD RECOMMENDATION ON PROPOSAL 4.

At its meeting on July 10, 2007, based on its deliberations on and evaluation of
the information  described  above,  the Board,  including all of the Independent
Trustees,  unanimously:  (a)  concluded  that the terms of the New Agreement are
fair and  reasonable;  (b) concluded  that the Advisor's  fees are reasonable in
light of the services that the Advisor will provide to the Funds; (c) subject to
the Board's  reapproval  as  described  in (d) below,  agreed to approve the New
Agreement  for an initial term of two years and to recommend the approval of the
New Agreement to Shareholders;  and (d) agreed to consider the reapproval of the
New Agreement at the annual  renewal  meeting to be held in August 2007 in light
of additional information to be provided by Rydex.

THE TRUSTEES  UNANIMOUSLY  RECOMMEND  THAT  SHAREHOLDERS  OF THE FUND VOTE "FOR"
PROPOSAL 4.


                                       25



             GENERAL INFORMATION ABOUT THE TRUSTS AND OTHER MATTERS

INFORMATION ABOUT TRUST OFFICERS AND SERVICE PROVIDERS

PRINCIPAL UNDERWRITER. Rydex Distributors, Inc., located at 9601 Blackwell Road,
Suite 500,  Rockville,  Maryland 20850,  serves as the distributor and principal
underwriter to the Trusts.

ADMINISTRATOR.  Rydex Fund  Services,  Inc.,  9601  Blackwell  Road,  Suite 500,
Rockville,  Maryland  20850,  serves as the  administrator  for the Rydex Series
Funds,  Rydex Dynamic  Funds,  and Rydex Variable  Trust.  State Street Bank and
Trust Company serves as the administrator for the Rydex ETF Trust.

TRUST OFFICERS.  Set forth below are the names, ages,  position with the Trusts,
length of term of office,  and the  principal  occupations  for a minimum of the
last five years of each of the  persons  currently  serving as  officers  of the
Trusts.  The business address of each officer is 9601 Blackwell Road, Suite 500,
Rockville,  Maryland 20850.  None of the officers receive  compensation from the
Trusts for their services.



------------------------------------------------------------------------------------------------------------------------------------
                             POSITION(S)                                                     NUMBER OF
                              HELD WITH                                                    PORTFOLIOS IN
                             THE TRUSTS,                                                        FUND
                               TERM OF                                                        COMPLEX
      NAME, ADDRESS           OFFICE AND                                                      OVERSEEN
       AND AGE OF             LENGTH OF                PRINCIPAL OCCUPATION(S)              BY TRUSTEE/       OTHER DIRECTORSHIPS
     TRUSTEE/OFFICER         TIME SERVED                 DURING PAST 5 YEARS                  OFFICER           HELD BY TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
Carl G.                    Trustee from      PADCO ADVISORS, INC.:                              138         None.
Verboncoeur (54)           2004 to
                           present;          Chief  Executive  Officer from October 2003
                           President from    to present;  Executive  Vice  President  of
                           2003 to           PADCO Advisors,  Inc. from December 2002 to
                           present; Vice     October 2003;  President of PADCO Advisors,
                           President from    Inc.  from  October  2003 to May 2004;  and
                           1997 to           Treasurer from December 2002 to present
                           present; and
                           Treasurer from    PADCO ADVISORS II, INC.:
                           1997 to 2003.
                                             Chief Executive  Officer from December 2003
                                             to present;  Executive  Vice  President  of
                                             PADCO  Advisors II, Inc. from December 2002
                                             to  December   2003;   President  of  PADCO
                                             Advisors  II, Inc.  from  December  2002 to
                                             May 2004 and  Treasurer  from December 2003
                                             to present

                                             RYDEX CAPITAL PARTNERS I, LLC:

                                             Treasurer  from October 2003 to April 2007,
                                             and Executive  Vice  President from October
                                             2003 to August 2006

                                             RYDEX CAPITAL PARTNERS II, LLC:

                                             Treasurer  from October 2003 to April 2007,
                                             and Executive  Vice  President
------------------------------------------------------------------------------------------------------------------------------------



                                       26





------------------------------------------------------------------------------------------------------------------------------------
                             POSITION(S)                                                     NUMBER OF
                              HELD WITH                                                    PORTFOLIOS IN
                             THE TRUSTS,                                                        FUND
                               TERM OF                                                        COMPLEX
      NAME, ADDRESS           OFFICE AND                                                      OVERSEEN
       AND AGE OF             LENGTH OF                PRINCIPAL OCCUPATION(S)              BY TRUSTEE/       OTHER DIRECTORSHIPS
     TRUSTEE/OFFICER         TIME SERVED                 DURING PAST 5 YEARS                  OFFICER           HELD BY TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
                                             from October 2003 to August 2006

                                             RYDEX ADVISORY SERVICES:

                                             Chief  Executive  Officer  from August 2004
                                             to present

                                             RYDEX DISTRIBUTORS, INC.:

                                             President and Chief Executive  Officer from
                                             December  2003 to present;  Treasurer  from
                                             December  2002 to present;  Executive  Vice
                                             President  from  December  2002 to December
                                             2003;  and  Vice  President  from  December
                                             2001 to December 2002

                                             RYDEX FUND SERVICES, INC.:

                                             Chief Executive  Officer from December 2003
                                             to present;  President and  Treasurer  from
                                             December  2002 to  present;  and  Executive
                                             Vice   President   from  December  2001  to
                                             December 2002

                                             RYDEX HOLDINGS, INC.:

                                             Chief  Executive  Officer,   President  and
                                             Treasurer from December 2005 to present

                                             ADVISOR RESEARCH CENTER, INC.:

                                             Chief  Executive  Officer,   President  and
                                             Treasurer from May 2006 to present

                                             RYDEX SPECIALIZED PRODUCTS, LLC:

                                             Chief  Executive   Officer,   Director  and
                                             Treasurer from September 2005 to present

------------------------------------------------------------------------------------------------------------------------------------
Michael P. Byrum           Trustee and       PADCO ADVISORS, INC.:                              138           None.
(36)                       Secretary from
                           2005 to present.  Chief  Investment  Officer from August 2006
                                             to  present;  Chief  Operating  Officer  of
                                             PADCO  Advisors,  Inc. from October 2003 to
                                             May 2004;
------------------------------------------------------------------------------------------------------------------------------------



                                       27





------------------------------------------------------------------------------------------------------------------------------------
                             POSITION(S)                                                     NUMBER OF
                              HELD WITH                                                    PORTFOLIOS IN
                             THE TRUSTS,                                                        FUND
                               TERM OF                                                        COMPLEX
      NAME, ADDRESS           OFFICE AND                                                      OVERSEEN
       AND AGE OF             LENGTH OF                PRINCIPAL OCCUPATION(S)              BY TRUSTEE/       OTHER DIRECTORSHIPS
     TRUSTEE/OFFICER         TIME SERVED                 DURING PAST 5 YEARS                  OFFICER           HELD BY TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
                                             Executive  Vice  President  from December
                                             2002 to May 2004;  President  from May 2004
                                             to  present;  and  Secretary  from December
                                             2002 to present

                                             PADCO ADVISORS II, INC.:

                                             Chief  Investment  Officer from August 2006
                                             to  present;  Chief  Operating  Officer  of
                                             PADCO  Advisors II, Inc. from December 2003
                                             to May 2004;  Executive Vice President from
                                             December 2002 to May 2004;  President  from
                                             May 2004 to  present;  and  Secretary  from
                                             December 2002 to present

                                             RYDEX ADVISORY SERVICES:

                                             President from August 2004 to present

                                             RYDEX CAPITAL PARTNERS I, LLC:

                                             President and  Secretary  from October 2003
                                             to April 2007

                                             RYDEX CAPITAL PARTNERS II, LLC:

                                             President and  Secretary  from October 2003
                                             to April 2007

                                             RYDEX DISTRIBUTORS, INC.:

                                             Secretary  from  December 2001 to May 2004;
                                             Executive   Vice  President  from  December
                                             2002  to  May  2004;  and  Chief  Operating
                                             Officer from December 2003 to May 2004

                                             RYDEX FUND SERVICES, INC.:

                                             Secretary  from  December  2002 to present;
                                             Executive   Vice  President  from  December
                                             2002 to August  2006;  and Chief  Operating
                                             Officer from December 2003 to May 2004

------------------------------------------------------------------------------------------------------------------------------------



                                       28





------------------------------------------------------------------------------------------------------------------------------------
                             POSITION(S)                                                     NUMBER OF
                              HELD WITH                                                    PORTFOLIOS IN
                             THE TRUSTS,                                                        FUND
                               TERM OF                                                        COMPLEX
      NAME, ADDRESS           OFFICE AND                                                      OVERSEEN
       AND AGE OF             LENGTH OF                PRINCIPAL OCCUPATION(S)              BY TRUSTEE/       OTHER DIRECTORSHIPS
     TRUSTEE/OFFICER         TIME SERVED                 DURING PAST 5 YEARS                  OFFICER            HELD BY TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
                                             RYDEX HOLDINGS, INC.:

                                             Secretary  from  December  2005 to  present
                                             and Executive  Vice President from December
                                             2005 to August 2006

                                             ADVISOR RESEARCH CENTER, INC.:

                                             Secretary  from  May  2006 to  present  and
                                             Executive  Vice  President from May 2006 to
                                             August 2006

                                             RYDEX SPECIALIZED PRODUCTS, LLC:

                                             Director and Secretary  from September 2005
                                             to present

------------------------------------------------------------------------------------------------------------------------------------
Nick Bonos (43)            Vice President    Senior Vice President of Fund Services of          138           Not Applicable.
                           and Treasurer     PADCO Advisors, Inc. from August 2006 to
                           from 2003 to      present; Senior Vice President of
                           present.          Rydex Fund Services, Inc. from December
                                             2003 to August 2006; Vice President of
                                             Accounting, Rydex Fund Services, Inc. from
                                             2001 to 2003; and Chief Financial Officer
                                             and Manager of Rydex Specialized Products,
                                             LLC from September 2005 to present

------------------------------------------------------------------------------------------------------------------------------------
Joanna M. Haigney          Chief             Chief Compliance Officer of PADCO                  138           Not Applicable.
(40)                       Compliance        Advisors, Inc. and PADCO Advisors II, Inc.
                           Officer from      from May 2005 to present and Rydex Capital
                           2004 to           Partners I, LLC and Rydex Capital Partners
                           present; and      II, LLC from August 2006 to April 2007;
                           Secretary from    Vice President of Compliance of PADCO
                           2000 to present.  Advisors, Inc. from August 2006 to
                                             present; Assistant Secretary of Rydex
                                             Distributors, Inc. from December 2001 to
                                             December 2003; and Vice President of Rydex
                                             Distributors, Inc. from December 2003 to
                                             May 2004 and Rydex Fund Services, Inc.
                                             from December 2001 to August 2006
------------------------------------------------------------------------------------------------------------------------------------
Joseph Arruda (40)         Assistant         Vice President of PADCO Advisors, Inc. and         138           Not Applicable.
                           Treasurer from    PADCO Advisors II, Inc.
------------------------------------------------------------------------------------------------------------------------------------



                                       29





------------------------------------------------------------------------------------------------------------------------------------
                             POSITION(S)                                                     NUMBER OF
                              HELD WITH                                                    PORTFOLIOS IN
                             THE TRUSTS,                                                        FUND
                               TERM OF                                                        COMPLEX
      NAME, ADDRESS           OFFICE AND                                                      OVERSEEN
       AND AGE OF             LENGTH OF                PRINCIPAL OCCUPATION(S)              BY TRUSTEE/       OTHER DIRECTORSHIPS
     TRUSTEE/OFFICER         TIME SERVED                 DURING PAST 5 YEARS                  OFFICER           HELD BY TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
                           2006 to           from 2004 to present; Director of
                           present.          Accounting of PADCO Advisors, Inc.
                                             and PADCO Advisors II, Inc. from
                                             2003 to 2004; Vice President of
                                             Mutual Funds, State Street Bank &
                                             Trust from 2000 to 2003.
------------------------------------------------------------------------------------------------------------------------------------
Paula Billos (33)          Controller from   Director of Fund Administration of PADCO           138           Not Applicable.
                           2006 to present.  Advisors, Inc. and PADCO Advisors II, Inc.
                                             from 2001 to present.
------------------------------------------------------------------------------------------------------------------------------------


SHAREHOLDERS SHARING THE SAME ADDRESS

If two or more Shareholders share the same address,  only one copy of this Proxy
Statement will be delivered to that address, unless a Fund has received contrary
instructions  from one or more of the Shareholders at that shared address.  Upon
written or oral  request,  a Fund will deliver  promptly a separate copy of this
Proxy  Statement to a  Shareholder  at a shared  address.  Please note that each
Shareholder will receive a separate proxy card,  regardless of whether he or she
resides at a shared  address.  Please call  1-888-XXX-XXXX  (1-888-XXX-XXXX)  or
forward a written request to a Fund c/o Rydex Investments,  9601 Blackwell Road,
Suite  500,  Rockville,  Maryland  20850 if you  would  like to:  (1)  receive a
separate copy of this Proxy Statement;  (2) receive your annual reports or proxy
statements separately in the future; or (3) request delivery of a single copy of
annual  reports or proxy  statements  if you are  currently  receiving  multiple
copies at a shared address.

OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS

Shareholders  of record on the Record Date are entitled to notice of and to vote
at the Meeting and any adjournments or postponements thereof. Appendix A to this
Proxy Statement lists for each Fund the total number of shares outstanding as of
the  Record  Date  for each  class of each  Fund's  shares.  It also  identifies
holders,  as of the Record Date,  of more than 5% of any class of shares of each
Fund.

SHAREHOLDER PROPOSALS

The Trusts are  organized  as statutory  trusts  under the laws of Delaware.  As
such,  the  Trusts are not  required  to, and do not,  hold  annual  shareholder
meetings.  Nonetheless,  the  Board of a Trust  may call a  special  meeting  of
shareholders  for action by shareholder  vote as may be required by the 1940 Act
or as required or permitted by the  Declaration of Trust and By-Laws of a Trust.
Shareholders  who wish to  present a  proposal  for  action at a future  meeting
should submit a written  proposal to the Secretary of Rydex Series Funds,  Rydex
Dynamic Funds, Rydex Variable Trust or Rydex ETF Trust, as applicable, c/o Rydex
Investments,  9601  Blackwell  Road,  Suite 500,  Rockville,  Maryland 20850 for
inclusion in a future proxy statement.  Shareholder proposals to be presented at
any future  meeting of a Trust must be received by the Trust in writing within a
reasonable amount of time before the Trust solicits proxies for that meeting, in
order to be considered  for  inclusion in the proxy  materials for that meeting.
Whether a proposal is  submitted  in a proxy  statement  will be  determined  in
accordance with applicable federal and state laws. Shareholders retain the right
to  request  that a  meeting  of the  shareholders  be held for the  purpose  of
considering matters requiring shareholder approval.


                                       30



OTHER MATTERS

The  Trustees  know of no other  business  to be  brought  before  the  Meeting.
However,  if any other  matters  properly  come before the Meeting,  it is their
intention  that  proxies  which  do not  contain  specific  restrictions  to the
contrary  will be voted on such matters in  accordance  with the judgment of the
persons named in the enclosed proxy.

ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS

For a free  copy of a  Trust's  most  recent  Annual  Report  (and  most  recent
Semi-Annual Report succeeding the Annual Report, if any),  Shareholders may call
1-800-XXX-XXXX  or write to the Rydex Funds at 9601 Blackwell  Road,  Suite 500,
Rockville, Maryland 20850.

OTHER BUSINESS

The Board does not intend to present any other  business at the Meeting.  If any
other matter may properly come before the Meeting,  or any adjournment  thereof,
the persons  named in the  accompanying  proxy card(s)  intend to vote,  act, or
consent  thereunder in accordance  with their best judgment at that time on such
matters.  No annual or other  special  meeting is  currently  scheduled  for the
Trusts.  Mere  submission  of a  shareholder  proposal  does not  guarantee  the
inclusion of the proposal in the proxy statement or presentation of the proposal
at the Meeting because inclusion and presentation are subject to compliance with
certain federal regulations.

PROMPT  EXECUTION  AND  RETURN  OF THE  ENCLOSED  PROXY  CARD  IS  REQUESTED.  A
SELF-ADDRESSED,  POSTAGE-PAID  ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE,  ALONG
WITH  INSTRUCTIONS  ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE  SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS. YOU MAY ALSO ATTEND THE MEETING AND VOTE
IN PERSON.


                                       31



                                   APPENDIX A

                 OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS

I.    OUTSTANDING SHARES

As of the Record Date, the total number of shares  outstanding for each Fund and
for each class of each Fund is set forth in the table below:



----------------------------------------------------------------------------------------------------------
                                                                SHARES OUTSTANDING
     TRUST                               -----------------------------------------------------------------
      AND                                  INVESTOR       ADVISOR      H-CLASS   C-CLASS   A-CLASS
     FUND                                CLASS SHARES   CLASS SHARES    SHARES    SHARES    SHARES   TOTAL
----------------------------------------------------------------------------------------------------------
                                                                                   
RYDEX SERIES FUNDS
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
RYDEX DYNAMIC FUNDS
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
RYDEX VARIABLE TRUST
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
RYDEX ETF TRUST
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
AGGREGATE NUMBER OF SHARES OUTSTANDING
----------------------------------------------------------------------------------------------------------



                                        1



II.   SIGNIFICANT SHAREHOLDERS

As of the Record  Date,  the  following  persons  were the only persons who were
record owners or, to the best knowledge of the Trust,  were beneficial owners of
5% or more of the shares of a Fund.

--------------------------------------------------------------------------------
                                                                   PERCENTAGE OF
                 NAME AND ADDRESS              NUMBER OF            FUND SHARES
FUND           OF BENEFICIAL OWNER           SHARES OWNED           OUTSTANDING
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                        2



                                   APPENDIX B

                               ADVISORY AGREEMENT

     ADVISORY AGREEMENT made as of this __th day of __________, 2007 by and
between RYDEX SERIES FUNDS (the "Trust"), a Delaware statutory trust registered
as an investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), and PADCO ADVISORS, INC., a Maryland corporation with its
principal place of business at 9601 Blackwell Road, Suite 500, Rockville,
Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

     WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:

     1.   THE ADVISER'S SERVICES.

          (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall
     act as investment adviser with respect to the Funds. In such capacity, the
     Adviser shall, subject to the supervision of the Board, regularly provide
     the Funds with investment research, advice and supervision and shall
     furnish continuously an investment program for the Funds, consistent with
     the respective investment objectives and policies of each Fund. The Adviser
     shall determine, from time to time, what securities shall be purchased for
     the Funds, what securities shall be held or sold by the Funds and what
     portion of the Funds' assets shall be held uninvested in cash, subject
     always to the provisions of the Trust's Declaration of Trust, By-Laws and
     its registration statement on Form N-1A (the "Registration Statement")
     under the 1940 Act, and under the Securities Act of 1933, as amended (the
     "1933 Act"), covering Fund shares, as filed with the Securities and
     Exchange Commission (the "Commission"), and to the investment objectives,
     policies and restrictions of the Funds, as each of the same shall be from
     time to time in effect. To carry out such obligations, the Adviser shall
     exercise full discretion and act for the Funds in the same manner and with
     the same force and effect as the Funds themselves might or could do with
     respect to purchases, sales or other transactions, as well as with respect
     to all other such things necessary or incidental to the furtherance or
     conduct of such purchases, sales or other transactions. No reference in
     this Agreement to the Adviser having full discretionary authority over each
     Fund's investments shall in any way limit the right of the Board, in its
     sole discretion, to establish or revise policies in connection with the
     management of a Fund's assets or to otherwise exercise its right to control
     the overall management of a Fund.

                                       1


          (b) COMPLIANCE. The Adviser agrees to comply with the requirements of
     the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
     1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
     the Commodity Exchange Act and the respective rules and regulations
     thereunder, as applicable, as well as with all other applicable federal and
     state laws, rules, regulations and case law that relate to the services and
     relationships described hereunder and to the conduct of its business as a
     registered investment adviser. The Adviser also agrees to comply with the
     objectives, policies and restrictions set forth in the Registration
     Statement, as amended or supplemented, of the Funds, and with any policies,
     guidelines, instructions and procedures approved by the Board and provided
     to the Adviser. In selecting each Fund's portfolio securities and
     performing the Adviser's obligations hereunder, the Adviser shall cause the
     Fund to comply with the diversification and source of income requirements
     of Subchapter M of the Internal Revenue Code of 1986, as amended (the
     "Code"), for qualification as a regulated investment company. The Adviser
     shall maintain compliance procedures that it reasonably believes are
     adequate to ensure its compliance with the foregoing. No supervisory
     activity undertaken by the Board shall limit the Adviser's full
     responsibility for any of the foregoing.

          (c) PROXY VOTING. The Board has the authority to determine how proxies
     with respect to securities that are held by the Funds shall be voted, and
     the Board has initially determined to delegate the authority and
     responsibility to vote proxies for the Funds' securities to the Adviser. So
     long as proxy voting authority for the Funds has been delegated to the
     Adviser, the Adviser shall exercise its proxy voting responsibilities. The
     Adviser shall carry out such responsibility in accordance with any
     instructions that the Board shall provide from time to time, and at all
     times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
     its fiduciary responsibilities to the Trust. The Adviser shall provide
     periodic reports and keep records relating to proxy voting as the Board may
     reasonably request or as may be necessary for the Funds to comply with the
     1940 Act and other applicable law. Any such delegation of proxy voting
     responsibility to the Adviser may be revoked or modified by the Board at
     any time.

          (d) RECORDKEEPING. The Adviser shall not be responsible for the
     provision of administrative, bookkeeping or accounting services to the
     Funds, except as otherwise provided herein or as may be necessary for the
     Adviser to supply to the Trust or its Board the information required to be
     supplied under this Agreement.

          The Adviser shall maintain separate books and detailed records of all
     matters pertaining to Fund assets advised by the Adviser required by Rule
     31a-1 under the 1940 Act (other than those records being maintained by any
     administrator, custodian or transfer agent appointed by the Funds) relating
     to its responsibilities provided hereunder with respect to the Funds, and
     shall preserve such records for the periods and in a manner prescribed
     therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
     The Fund Books and Records shall be available to the Board at any time upon
     request, shall be delivered to the Trust upon the termination of this
     Agreement and shall be available without delay during any day the Trust is
     open for business.

                                       2


          (e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
     regular reports regarding Fund holdings, and shall, on its own initiative,
     furnish the Trust and its Board from time to time with whatever information
     the Adviser believes is appropriate for this purpose. The Adviser agrees to
     immediately notify the Trust if the Adviser reasonably believes that the
     value of any security held by a Fund may not reflect fair value. The
     Adviser agrees to provide any pricing information of which the Adviser is
     aware to the Trust, its Board and/or any Fund pricing agent to assist in
     the determination of the fair value of any Fund holdings for which market
     quotations are not readily available or as otherwise required in accordance
     with the 1940 Act or the Trust's valuation procedures for the purpose of
     calculating the Fund net asset value in accordance with procedures and
     methods established by the Board.

          (f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
     cooperate with and provide reasonable assistance to the Trust, any Trust
     custodian or foreign sub-custodians, any Trust pricing agents and all other
     agents and representatives of the Trust, such information with respect to
     the Funds as they may reasonably request from time to time in the
     performance of their obligations, provide prompt responses to reasonable
     requests made by such persons and establish appropriate interfaces with
     each so as to promote the efficient exchange of information and compliance
     with applicable laws and regulations.

     2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.

     3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.

          (a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
     notify the Trust immediately upon detection of (i) any material failure to
     manage any Fund in accordance with its investment objectives and policies
     or any applicable law; or (ii) any material breach of the Funds' or the
     Adviser's policies, guidelines or procedures. In addition, the Adviser
     shall provide a quarterly report regarding each Fund's compliance with its
     investment objectives and policies, applicable law, including, but not
     limited to the 1940 Act and Subchapter M of the Code, and the Fund's
     policies, guidelines or

                                       3


     procedures as applicable to the Adviser's obligations under this Agreement.
     The Adviser agrees to correct any such failure promptly and to take any
     action that the Board may reasonably request in connection with any such
     breach. Upon request, the Adviser shall also provide the officers of the
     Trust with supporting certifications in connection with such certifications
     of Fund financial statements and disclosure controls pursuant to the
     Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event
     (i) the Adviser is served or otherwise receives notice of any action, suit,
     proceeding, inquiry or investigation, at law or in equity, before or by any
     court, public board, or body, involving the affairs of the Trust (excluding
     class action suits in which a Fund is a member of the plaintiff class by
     reason of the Fund's ownership of shares in the defendant) or the
     compliance by the Adviser with the federal or state securities laws or (ii)
     an actual change in control of the Adviser resulting in an "assignment" (as
     defined in the 1940 Act) has occurred or is otherwise proposed to occur.

          (b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the
     Trust with any information reasonably requested regarding its management of
     the Funds required for any meeting of the Board, or for any shareholder
     report, amended registration statement, proxy statement, or prospectus
     supplement to be filed by the Trust with the Commission. The Adviser will
     make its officers and employees available to meet with the Board from time
     to time on due notice to review its investment management services to the
     Funds in light of current and prospective economic and market conditions
     and shall furnish to the Board such information as may reasonably be
     necessary in order for the Board to evaluate this Agreement or any proposed
     amendments thereto.

          (c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
     such information concerning portfolio transactions as may be necessary to
     enable the Trust or its designated agent to perform such compliance testing
     on the Funds and the Adviser's services as the Trust may, in its sole
     discretion, determine to be appropriate. The provision of such information
     by the Adviser to the Trust or its designated agent in no way relieves the
     Adviser of its own responsibilities under this Agreement.

     4. BROKERAGE.

          (a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
     securities for the account of a Fund, neither the Adviser nor any of its
     directors, officers or employees will act as a principal or agent or
     receive any commission except as permitted by the 1940 Act.

          (b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
     all orders for the purchase and sale of securities for a Fund's account
     with brokers or dealers selected by the Adviser. In the selection of such
     brokers or dealers and the placing of such orders, the Adviser is directed
     at all times to seek for the Fund the most favorable execution and net
     price available under the circumstances. It is also understood that it is
     desirable for the Fund that the Adviser have access to brokerage and
     research services provided by brokers who may execute brokerage
     transactions at a higher cost to the Fund

                                       4


     than may result when allocating brokerage to other brokers, consistent with
     section 28(e) of the 1934 Act and any Commission staff interpretations
     thereof. Therefore, the Adviser is authorized to place orders for the
     purchase and sale of securities for a Fund with such brokers, subject to
     review by the Board from time to time with respect to the extent and
     continuation of this practice. It is understood that the services provided
     by such brokers may be useful to the Adviser in connection with its or its
     affiliates' services to other clients.

          (c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
     purchase or sale of a security to be in the best interest of a Fund as well
     as other clients of the Adviser, the Adviser may, to the extent permitted
     by applicable law and regulations, aggregate the order for securities to be
     sold or purchased. In such event, the Adviser will allocate securities or
     futures contracts so purchased or sold, as well as the expenses incurred in
     the transaction, in the manner the Adviser reasonably considers to be
     equitable and consistent with its fiduciary obligations to the Fund and to
     such other clients under the circumstances.

          (d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act
     as broker in connection with the purchase or sale of securities or other
     investments for a Fund, subject to: (a) the requirement that the Adviser
     seek to obtain best execution and price within the policy guidelines
     determined by the Board and set forth in the Fund's current prospectus and
     SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
     Act; (d) the provisions of the 1934 Act; and (e) other provisions of
     applicable law. These brokerage services are not within the scope of the
     duties of the Adviser under this Agreement. Subject to the requirements of
     applicable law and any procedures adopted by the Board, the Adviser or its
     affiliates may receive brokerage commissions, fees or other remuneration
     from a Fund for these services in addition to the Adviser's fees for
     services under this Agreement.

     5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of a Fund.

     6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs
of providing services hereunder. Other than as herein specifically indicated,
the Adviser shall not be responsible for a Fund's expenses, including brokerage
and other expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments.

     7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) PROPERLY REGISTERED. The Adviser is registered as an investment
     adviser under the Advisers Act, and will remain so registered for the
     duration of this Agreement. The Adviser is not prohibited by the Advisers
     Act or the 1940 Act from performing the services contemplated by this
     Agreement, and to the best knowledge of the Adviser, there is no proceeding
     or investigation that is reasonably likely to result in the Adviser being
     prohibited from performing the services contemplated by this Agreement. The
     Adviser agrees to promptly notify the Trust of the occurrence of any event
     that would disqualify

                                       5


     the Adviser from serving as an investment adviser to an investment company.
     The Adviser is in compliance in all material respects with all applicable
     federal and state law in connection with its investment management
     operations.

          (b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
     its Form ADV as most recently filed with the Commission and will, promptly
     after filing any amendment to its Form ADV with the Commission, furnish a
     copy of such amendment(s) to the Trust. The information contained in the
     Adviser's Form ADV is accurate and complete in all material respects and
     does not omit to state any material fact necessary in order to make the
     statements made, in light of the circumstances under which they were made,
     not misleading.

          (c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and will in
     the future review, the Registration Statement, and any amendments or
     supplements thereto, the annual or semi-annual reports to shareholders,
     other reports filed with the Commission and any marketing material of the
     Funds (collectively the "Disclosure Documents") and represents and warrants
     that with respect to disclosure about the Adviser, the manner in which the
     Adviser manages the Funds or information relating directly or indirectly to
     the Adviser, such Disclosure Documents contain or will contain, as of the
     date thereof, no untrue statement of any material fact and does not omit
     any statement of material fact which was required to be stated therein or
     necessary to make the statements contained therein not misleading.

          (d) USE OF THE NAME "RYDEX". The Adviser has the right to use the name
     "Rydex" in connection with its services to the Trust and that, subject to
     the terms set forth in Section 8 of this Agreement, the Trust shall have
     the right to use the name "Rydex" in connection with the management and
     operation of the Funds. The Adviser is not aware of any threatened or
     existing actions, claims, litigation or proceedings that would adversely
     effect or prejudice the rights of the Adviser or the Trust to use the name
     "Rydex".

          (e) INSURANCE. The Adviser maintains errors and omissions insurance
     coverage in an appropriate amount and shall provide prior written notice to
     the Trust (i) of any material changes in its insurance policies or
     insurance coverage; or (ii) if any material claims will be made on its
     insurance policies. Furthermore, the Adviser shall upon reasonable request
     provide the Trust with any information it may reasonably require concerning
     the amount of or scope of such insurance.

          (f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants that
     it has no arrangement or understanding with any party, other than the
     Trust, that would influence the decision of the Adviser with respect to its
     selection of securities for a Fund, and that all selections shall be done
     in accordance with what is in the best interest of the Fund.

          (g) CONFLICTS. The Adviser shall act honestly, in good faith and in
     the best interests of the Trust including requiring any of its personnel
     with knowledge of Fund

                                       6


     activities to place the interest of the Funds first, ahead of their own
     interests, in all personal trading scenarios that may involve a conflict of
     interest with the Funds, consistent with its fiduciary duties under
     applicable law.

          (h) REPRESENTATIONS. The representations and warranties in this
     Section 7 shall be deemed to be made on the date this Agreement is executed
     and at the time of delivery of the quarterly compliance report required by
     Section 3(a), whether or not specifically referenced in such report.

     8. THE NAME "RYDEX". The Adviser grants to the Trust a license to use the
name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

     9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

     The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.

     10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares

                                       7


     of a Fund, the Adviser will act solely as investment counsel for such
     clients and not in any way on behalf of the Fund.

     11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.

     This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.

     12. DURATION AND TERMINATION.

          (a) This Agreement shall become effective as of the date executed and
     shall remain in full force and effect continually thereafter, subject to
     renewal as provided in Section 12(d) and unless terminated automatically as
     set forth in Section 11 hereof or until terminated as follows:

          (b) The Trust may cause this Agreement to terminate either (i) by vote
     of its Board or (ii) with respect to any Fund, upon the affirmative vote of
     a majority of the outstanding voting securities of the Fund; or

          (c) The Adviser may at any time terminate this Agreement by not more
     than sixty (60) days' nor less than thirty (30) days' written notice
     delivered or mailed by registered mail, postage prepaid, to the Trust; or

          (d) This Agreement shall automatically terminate two years from the
     date of its execution unless its renewal is specifically approved at least
     annually thereafter by (i) a majority vote of the Trustees, including a
     majority vote of such Trustees who are not interested persons of the Trust
     or the Adviser, at a meeting called for the purpose of voting on such
     approval; or (ii) the vote of a majority of the outstanding voting
     securities of each Fund; provided, however, that if the continuance of this
     Agreement is submitted to the shareholders of the Funds for their approval
     and such shareholders fail to approve such continuance of this Agreement as
     provided herein, the Adviser may continue to serve hereunder as to the
     Funds in a manner consistent with the 1940 Act and the rules and
     regulations thereunder; and

     Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.

     In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of their assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance

                                       8


with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.

     13. CERTAIN DEFINITIONS. For the purposes of this Agreement:

          (a) "Affirmative vote of a majority of the outstanding voting
     securities of the Fund" shall have the meaning as set forth in the 1940
     Act, subject, however, to such exemptions as may be granted by the
     Commission under the 1940 Act or any interpretations of the Commission
     staff.

          (b) "Interested persons" and "Assignment" shall have their respective
     meanings as set forth in the 1940 Act, subject, however, to such exemptions
     as may be granted by the Commission under the 1940 Act or any
     interpretations of the Commission staff.

     14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold harmless
the Trust and all affiliated persons thereof (within the meaning of Section
2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) by reason of or arising out of: (a) the Adviser being in
material violation of any applicable federal or state law, rule or regulation or
any investment policy or restriction set forth in the Funds' Registration
Statement or any written guidelines or instruction provided in writing by the
Board, (b) a Fund's failure to satisfy the diversification or source of income
requirements of Subchapter M of the Code, or (c) the Adviser's willful
misfeasance, bad faith or gross negligence generally in the performance of its
duties hereunder or its reckless disregard of its obligations and duties under
this Agreement.

     15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

     16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and the Trust's Declaration of Trust describe in detail the
respective responsibilities and limitations on liability of the Trustees,
officers, and holders of shares of beneficial interest.

     17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state or federal, in Delaware, with
respect to any dispute under this Agreement.

                                       9


     18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

     19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       10


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.

                                         RYDEX SERIES FUNDS, on behalf of each
                                         Fund listed on Schedule A

                                         By:
                                             -----------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  President

                                         PADCO ADVISORS, INC.

                                         By:
                                            ------------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  Chief Executive Officer

                                       11


                                   SCHEDULE A

                                     TO THE

                               ADVISORY AGREEMENT

                         DATED __________, 2007 BETWEEN

                               RYDEX SERIES FUNDS

                                       AND

                              PADCO ADVISORS, INC.

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 Fund* ..............................            0.75%       Banking..................................      0.85%
Nova Master..............................            0.75%       Basic Materials..........................      0.85%
Inverse S&P 500 Strategy*................            0.90%       Biotechnology............................      0.85%
Inverse S&P 500 Strategy Master..........            0.90%       Consumer Products........................      0.85%
OTC * ...................................            0.75%       Electronics..............................      0.85%
OTC Master...............................            0.75%       Energy...................................      0.85%
Inverse OTC Strategy ....................            0.90%       Energy Services..........................      0.85%
Mid-Cap 1.5x Strategy * .................            0.90%       Financial Services.......................      0.85%
Mid-Cap 1.5x Strategy Master.............            0.90%       Health Care..............................      0.85%
Russell 2000(R) 1.5x Strategy............            0.90%       Internet.................................      0.85%
Government Long Bond 1.2x Strategy.......            0.50%       Leisure..................................      0.85%
Inverse Government Long Bond Strategy * .            0.90%       Precious Metals..........................      0.75%
Inverse Government Long Bond Master......            0.90%       Real Estate..............................      0.85%
Europe 1.25x Strategy....................            0.90%       Retailing................................      0.85%
Japan 1.25x Strategy.....................            0.90%       Technology...............................      0.85%
Large-Cap Value..........................            0.75%       Telecommunications.......................      0.85%
Large-Cap Growth.........................            0.75%       Transportation...........................      0.85%
Mid-Cap Value............................            0.75%       Utilities................................      0.85%
Mid-Cap Growth...........................            0.75%       Commodities Strategy.....................      0.75%
Inverse Mid-Cap Strategy................*            0.90%       Sector Rotation..........................      0.90%


                                       A-1




FUND                                                 RATE        FUND                                           RATE
----                                                 ----        ----                                           ----
                                                                                                          
Inverse Mid-Cap Strategy Master .........            0.90%       Multi-Cap Core Equity ** ................      0.70%
Small-Cap Value..........................            0.75%       S&P 500 .................................      0.75%
Small-Cap Growth ........................            0.75%       Russell 2000(R) .........................      0.75%
Inverse Russell 2000(R) Strategy ........            0.90%       Essential Portfolio Moderate ............      0.00%
Strengthening Dollar 2x Strategy.........            0.90%       Essential Portfolio Conservative.........      0.00%
Weakening Dollar 2x Strategy.............            0.90%       Essential Portfolio Aggressive...........      0.00%
U.S. Government Money Market.............            0.50%       Managed Futures Strategy.................      0.90%
High Yield Strategy......................            0.75%       Inverse High Yield Strategy..............      0.75%



                          ADDITIONS ARE NOTED IN BOLD.

*    The fee will be reduced to 0.00% for any period during which the Fund
     invests through a master-feeder structure.

**   The management fee with respect to the Multi-Cap Core Equity Fund (the
     "Fund") is comprised of a basic fee (the "Basic Fee") at the annual rate of
     0.70% of the Fund's average daily net assets and a performance adjustment
     (the "Performance Adjustment") as discussed below.

     A.   CALCULATING THE PERFORMANCE ADJUSTMENT.

     The performance adjustment shall be calculated monthly by:

            (i)   Determining the difference in performance (the "Performance
                  Difference") between the Fund and the Russell 3000(R) Index
                  (the "Index"), as described in paragraph C;

            (ii)  Using the Performance Difference calculated under paragraph B
                  (ii) to determine the performance adjustment ( the
                  "Performance Adjustment"), as illustrated in paragraph D; and

            (iii) Adding the Performance Adjustment to the Basic Fee to
                  determine the management fee for the applicable month.

     B.   COMPUTING THE PERFORMANCE DIFFERENCE.

     The Performance Difference is calculated monthly, and is determined by
     measuring the percentage difference between the performance of one H-Class
     Share of the Fund and the performance of the Index over the most recent
     12-month period. The performance of one H-Class Share of the Fund shall be
     measured by computing the percentage difference, carried to five decimal
     places, between the net asset value as of the last business day of the
     period selected for comparison and the net asset value of such share as of
     the last business day of the prior period, adjusted for dividends or
     capital gain distributions treated as reinvested immediately. The
     performance of the Index will be established by measuring the percentage
     difference, carried to five decimal places, between the beginning and
     ending values of the Index for the comparison

                                       A-2


     period, with dividends or capital gain distributions on the securities that
     comprise the Index being treated as reinvested immediately.

     C.   DETERMINING THE PERFORMANCE ADJUSTMENT.

     For every 0.0375% in Performance Difference, the Adviser's fee will be
     adjusted upwards or downwards by 0.01%. The maximum adjustment rate is
     0.20% per year, resulting in a minimum possible annual fee of 0.50% and a
     maximum possible annual fee of 0.90%.

     D.   PERFORMANCE ADJUSTMENT EXAMPLE.

     The following example illustrates the application of the Performance
     Adjustment:



                                       Fund's                   Index's                  Fund's
For the rolling 12-month             investment               cumulative        performance relative
PERFORMANCE PERIOD                  PERFORMANCE                 CHANGE               TO THE INDEX
------------------                  -----------                 ------               ------------
                                                                                 
January 1                             $50.00                     100.00
December 31                           $55.25                     110.20
Absolute change                     +  $5.25                   + $10.20
Actual change                         +10.50%                   + 10.20%                 +0.30%


Based on these assumptions, the Multi-Cap Core Equity Fund calculates the
Adviser's management fee rate for the month-ended December 31 as follows:

o    The portion of the annual basic fee rate of 0.70% applicable to that month
     is multiplied by the Fund's average daily net assets for the month. This
     results in the dollar amount of the basic fee.

o    The +0.30% difference between the performance of the Fund and the record of
     the Index is divided by 3.75, producing a rate of 0.08%.

o    The 0.08% rate (adjusted for the number of days in the month) is multiplied
     by the Fund's average daily net assets for the performance period. This
     results in the dollar amount of the performance adjustment.

o    The dollar amount of the performance adjustment is added to the dollar
     amount of the basic fee, producing the adjusted management fee.

2.      PERFORMANCE PERIODS

For the period from July 1, 2003 through May 31, 2004, the Adviser will be paid
at the Base Rate, without regard to any Performance Adjustment. For the month
ending June 30, 2004, the Adviser will begin applying the Performance Adjustment
as described herein, based upon the performance of the Fund relative to the
performance of the Index during the 12-month period from July 1, 2003 through
June 30, 2004. The 12-month comparison period will roll over with each
succeeding month, so that it will always equal 12 months, ending with the month
for which the performance incentive adjustment is being computed.

3.      CHANGES TO THE "INDEX" OR THE "CLASS"

The Trustees have initially designated the Russell 3000(R) Index and the H-Class
Shares as the index and

                                      A-3


class to be used for purposes of determining the Performance Adjustment
(referred to herein as the "Index" and the "Class," respectively). From time to
time, to the extent permitted by the 1940 Act, the Trustees may, by a vote of
the Trustees of the Trust voting in person, including a majority of the Trustees
who are not parties to this Agreement or "interested persons" (as defined in the
1940 Act) of any such parties, determine (i) that another securities index is a
more appropriate benchmark than the Index for purposes of evaluating the
performance of the Trust; and/or (ii) that a different class of shares of the
Trust representing interests in the Fund other than the Class is most
appropriate for use in calculating the Performance Adjustment. After ten days'
written notice to the Adviser, a different index (the "Successor Index") may be
substituted for the Index in prospectively calculating the Performance
Adjustment, and/or a different class of shares (the "Successor Class") may be
substituted in calculating the Performance Adjustment. However, the calculation
of that portion of the Performance Adjustment attributable to any portion of the
performance period prior to the adoption of the Successor Index will still be
based upon the Fund's performance compared to the Index. The use of a Successor
Class of shares for purposes of calculating the Performance Adjustment shall
apply to the entire performance period so long as such Successor Class was
outstanding at the beginning of such period. In the event that such Successor
Class of shares was not outstanding for all or a portion of the Performance
Period, it may only be used in calculating that portion of the Performance
adjustment attributable to the period during which such Successor Class was
outstanding and any prior portion of the Performance Period shall be calculated
using the Class of shares previously designated.

                                      A-4



                                   APPENDIX C

                               ADVISORY AGREEMENT

     ADVISORY AGREEMENT made as of this __th day of __________, 2007 by and
between RYDEX SERIES FUNDS (the "Trust"), a Delaware statutory trust registered
as an investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), and PADCO ADVISORS, INC., a Maryland corporation with its
principal place of business at 9601 Blackwell Road, Suite 500, Rockville,
Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

     WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:

     1. THE ADVISER'S SERVICES.

          (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall
     act as investment adviser with respect to the Funds. In such capacity, the
     Adviser shall, subject to the supervision of the Board, regularly provide
     the Funds with investment research, advice and supervision and shall
     furnish continuously an investment program for the Funds, consistent with
     the respective investment objectives and policies of each Fund. The Adviser
     shall determine, from time to time, what securities shall be purchased for
     the Funds, what securities shall be held or sold by the Funds and what
     portion of the Funds' assets shall be held uninvested in cash, subject
     always to the provisions of the Trust's Declaration of Trust, By-Laws and
     its registration statement on Form N-1A (the "Registration Statement")
     under the 1940 Act, and under the Securities Act of 1933, as amended (the
     "1933 Act"), covering Fund shares, as filed with the Securities and
     Exchange Commission (the "Commission"), and to the investment objectives,
     policies and restrictions of the Funds, as each of the same shall be from
     time to time in effect. To carry out such obligations, the Adviser shall
     exercise full discretion and act for the Funds in the same manner and with
     the same force and effect as the Funds themselves might or could do with
     respect to purchases, sales or other transactions, as well as with respect
     to all other such things necessary or incidental to the furtherance or
     conduct of such purchases, sales or other transactions. No reference in
     this Agreement to the Adviser having full discretionary authority over each
     Fund's investments shall in any way limit the right of the Board, in its
     sole discretion, to establish or revise policies in connection with the
     management of a Fund's assets or to otherwise exercise its right to control
     the overall management of a Fund.

                                       1


          (b) COMPLIANCE. The Adviser agrees to comply with the requirements of
     the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
     1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
     the Commodity Exchange Act and the respective rules and regulations
     thereunder, as applicable, as well as with all other applicable federal and
     state laws, rules, regulations and case law that relate to the services and
     relationships described hereunder and to the conduct of its business as a
     registered investment adviser. The Adviser also agrees to comply with the
     objectives, policies and restrictions set forth in the Registration
     Statement, as amended or supplemented, of the Funds, and with any policies,
     guidelines, instructions and procedures approved by the Board and provided
     to the Adviser. In selecting each Fund's portfolio securities and
     performing the Adviser's obligations hereunder, the Adviser shall cause the
     Fund to comply with the diversification and source of income requirements
     of Subchapter M of the Internal Revenue Code of 1986, as amended (the
     "Code"), for qualification as a regulated investment company. The Adviser
     shall maintain compliance procedures that it reasonably believes are
     adequate to ensure its compliance with the foregoing. No supervisory
     activity undertaken by the Board shall limit the Adviser's full
     responsibility for any of the foregoing.

          (c) PROXY VOTING. The Board has the authority to determine how proxies
     with respect to securities that are held by the Funds shall be voted, and
     the Board has initially determined to delegate the authority and
     responsibility to vote proxies for the Funds' securities to the Adviser. So
     long as proxy voting authority for the Funds has been delegated to the
     Adviser, the Adviser shall exercise its proxy voting responsibilities. The
     Adviser shall carry out such responsibility in accordance with any
     instructions that the Board shall provide from time to time, and at all
     times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
     its fiduciary responsibilities to the Trust. The Adviser shall provide
     periodic reports and keep records relating to proxy voting as the Board may
     reasonably request or as may be necessary for the Funds to comply with the
     1940 Act and other applicable law. Any such delegation of proxy voting
     responsibility to the Adviser may be revoked or modified by the Board at
     any time.

          (d) RECORDKEEPING. The Adviser shall not be responsible for the
     provision of administrative, bookkeeping or accounting services to the
     Funds, except as otherwise provided herein or as may be necessary for the
     Adviser to supply to the Trust or its Board the information required to be
     supplied under this Agreement.

          The Adviser shall maintain separate books and detailed records of all
     matters pertaining to Fund assets advised by the Adviser required by Rule
     31a-1 under the 1940 Act (other than those records being maintained by any
     administrator, custodian or transfer agent appointed by the Funds) relating
     to its responsibilities provided hereunder with respect to the Funds, and
     shall preserve such records for the periods and in a manner prescribed
     therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
     The Fund Books and Records shall be available to the Board at any time upon
     request, shall be delivered to the Trust upon the termination of this
     Agreement and shall be available without delay during any day the Trust is
     open for business.

                                       2


          (e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
     regular reports regarding Fund holdings, and shall, on its own initiative,
     furnish the Trust and its Board from time to time with whatever information
     the Adviser believes is appropriate for this purpose. The Adviser agrees to
     immediately notify the Trust if the Adviser reasonably believes that the
     value of any security held by a Fund may not reflect fair value. The
     Adviser agrees to provide any pricing information of which the Adviser is
     aware to the Trust, its Board and/or any Fund pricing agent to assist in
     the determination of the fair value of any Fund holdings for which market
     quotations are not readily available or as otherwise required in accordance
     with the 1940 Act or the Trust's valuation procedures for the purpose of
     calculating the Fund net asset value in accordance with procedures and
     methods established by the Board.

          (f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
     cooperate with and provide reasonable assistance to the Trust, any Trust
     custodian or foreign sub-custodians, any Trust pricing agents and all other
     agents and representatives of the Trust, such information with respect to
     the Funds as they may reasonably request from time to time in the
     performance of their obligations, provide prompt responses to reasonable
     requests made by such persons and establish appropriate interfaces with
     each so as to promote the efficient exchange of information and compliance
     with applicable laws and regulations.

     2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.

     3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.

          (a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
     notify the Trust immediately upon detection of (i) any material failure to
     manage any Fund in accordance with its investment objectives and policies
     or any applicable law; or (ii) any material breach of any of the Funds' or
     the Adviser's policies, guidelines or procedures. In addition, the Adviser
     shall provide a quarterly report regarding each Fund's compliance with its
     investment objectives and policies, applicable law, including, but not

                                       3


     limited to the 1940 Act and Subchapter M of the Code, and the Fund's
     policies, guidelines or procedures as applicable to the Adviser's
     obligations under this Agreement. The Adviser agrees to correct any such
     failure promptly and to take any action that the Board may reasonably
     request in connection with any such breach. Upon request, the Adviser shall
     also provide the officers of the Trust with supporting certifications in
     connection with such certifications of Fund financial statements and
     disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser will
     promptly notify the Trust in the event (i) the Adviser is served or
     otherwise receives notice of any action, suit, proceeding, inquiry or
     investigation, at law or in equity, before or by any court, public board,
     or body, involving the affairs of the Trust (excluding class action suits
     in which a Fund is a member of the plaintiff class by reason of the Fund's
     ownership of shares in the defendant) or the compliance by the Adviser with
     the federal or state securities laws or (ii) an actual change in control of
     the Adviser resulting in an "assignment" (as defined in the 1940 Act) has
     occurred or is otherwise proposed to occur.

          (b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the
     Trust with any information reasonably requested regarding its management of
     the Funds required for any meeting of the Board, or for any shareholder
     report, amended registration statement, proxy statement, or prospectus
     supplement to be filed by the Trust with the Commission. The Adviser will
     make its officers and employees available to meet with the Board from time
     to time on due notice to review its investment management services to the
     Funds in light of current and prospective economic and market conditions
     and shall furnish to the Board such information as may reasonably be
     necessary in order for the Board to evaluate this Agreement or any proposed
     amendments thereto.

          (c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
     such information concerning portfolio transactions as may be necessary to
     enable the Trust or its designated agent to perform such compliance testing
     on the Funds and the Adviser's services as the Trust may, in its sole
     discretion, determine to be appropriate. The provision of such information
     by the Adviser to the Trust or its designated agent in no way relieves the
     Adviser of its own responsibilities under this Agreement.

     4. BROKERAGE.

          (a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
     securities for the account of a Fund, neither the Adviser nor any of its
     directors, officers or employees will act as a principal or agent or
     receive any commission except as permitted by the 1940 Act.

          (b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
     all orders for the purchase and sale of securities for a Fund's account
     with brokers or dealers selected by the Adviser. In the selection of such
     brokers or dealers and the placing of such orders, the Adviser is directed
     at all times to seek for the Fund the most favorable execution and net
     price available under the circumstances. It is also understood that it is

                                       4


     desirable for the Fund that the Adviser have access to brokerage and
     research services provided by brokers who may execute brokerage
     transactions at a higher cost to the Fund than may result when allocating
     brokerage to other brokers, consistent with section 28(e) of the 1934 Act
     and any Commission staff interpretations thereof. Therefore, the Adviser is
     authorized to place orders for the purchase and sale of securities for a
     Fund with such brokers, subject to review by the Board from time to time
     with respect to the extent and continuation of this practice. It is
     understood that the services provided by such brokers may be useful to the
     Adviser in connection with its or its affiliates' services to other
     clients.

          (c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
     purchase or sale of a security to be in the best interest of a Fund as well
     as other clients of the Adviser, the Adviser may, to the extent permitted
     by applicable law and regulations, aggregate the order for securities to be
     sold or purchased. In such event, the Adviser will allocate securities or
     futures contracts so purchased or sold, as well as the expenses incurred in
     the transaction, in the manner the Adviser reasonably considers to be
     equitable and consistent with its fiduciary obligations to the Fund and to
     such other clients under the circumstances.

          (d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act
     as broker in connection with the purchase or sale of securities or other
     investments for a Fund, subject to: (a) the requirement that the Adviser
     seek to obtain best execution and price within the policy guidelines
     determined by the Board and set forth in the Fund's current prospectus and
     SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
     Act; (d) the provisions of the 1934 Act; and (e) other provisions of
     applicable law. These brokerage services are not within the scope of the
     duties of the Adviser under this Agreement. Subject to the requirements of
     applicable law and any procedures adopted by the Board, the Adviser or its
     affiliates may receive brokerage commissions, fees or other remuneration
     from a Fund for these services in addition to the Adviser's fees for
     services under this Agreement.

     5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of a Fund.

     6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs
of providing services hereunder. The Adviser agrees to pay all expenses incurred
by the Trust except for interest, taxes, brokerage and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, extraordinary expenses, and distribution fees and expenses paid by
the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the
1940 Act.

     7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) PROPERLY REGISTERED. The Adviser is registered as an investment
     adviser under the Advisers Act, and will remain so registered for the
     duration of this Agreement.

                                       5


     The Adviser is not prohibited by the Advisers Act or the 1940 Act from
     performing the services contemplated by this Agreement, and to the best
     knowledge of the Adviser, there is no proceeding or investigation that is
     reasonably likely to result in the Adviser being prohibited from performing
     the services contemplated by this Agreement. The Adviser agrees to promptly
     notify the Trust of the occurrence of any event that would disqualify the
     Adviser from serving as an investment adviser to an investment company. The
     Adviser is in compliance in all material respects with all applicable
     federal and state law in connection with its investment management
     operations.

          (b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
     its Form ADV as most recently filed with the Commission and will, promptly
     after filing any amendment to its Form ADV with the Commission, furnish a
     copy of such amendment(s) to the Trust. The information contained in the
     Adviser's Form ADV is accurate and complete in all material respects and
     does not omit to state any material fact necessary in order to make the
     statements made, in light of the circumstances under which they were made,
     not misleading.

          (c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and will in
     the future review, the Registration Statement, and any amendments or
     supplements thereto, the annual or semi-annual reports to shareholders,
     other reports filed with the Commission and any marketing material of the
     Funds (collectively the "Disclosure Documents") and represents and warrants
     that with respect to disclosure about the Adviser, the manner in which the
     Adviser manages the Funds or information relating directly or indirectly to
     the Adviser, such Disclosure Documents contain or will contain, as of the
     date thereof, no untrue statement of any material fact and does not omit
     any statement of material fact which was required to be stated therein or
     necessary to make the statements contained therein not misleading.

          (d) USE OF THE NAME "RYDEX". The Adviser has the right to use the name
     "Rydex" in connection with its services to the Trust and that, subject to
     the terms set forth in Section 8 of this Agreement, the Trust shall have
     the right to use the name "Rydex" in connection with the management and
     operation of the Funds. The Adviser is not aware of any threatened or
     existing actions, claims, litigation or proceedings that would adversely
     effect or prejudice the rights of the Adviser or the Trust to use the name
     "Rydex".

          (e) INSURANCE. The Adviser maintains errors and omissions insurance
     coverage in an appropriate amount and shall provide prior written notice to
     the Trust (i) of any material changes in its insurance policies or
     insurance coverage; or (ii) if any material claims will be made on its
     insurance policies. Furthermore, the Adviser shall upon reasonable request
     provide the Trust with any information it may reasonably require concerning
     the amount of or scope of such insurance.

          (f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants that
     it has no arrangement or understanding with any party, other than the
     Trust, that would

                                       6


     influence the decision of the Adviser with respect to its selection of
     securities for a Fund, and that all selections shall be done in accordance
     with what is in the best interest of the Fund.

          (g) CONFLICTS. The Adviser shall act honestly, in good faith and in
     the best interests of the Trust including requiring any of its personnel
     with knowledge of Fund activities to place the interest of the Funds first,
     ahead of their own interests, in all personal trading scenarios that may
     involve a conflict of interest with the Funds, consistent with its
     fiduciary duties under applicable law.

          (h) REPRESENTATIONS. The representations and warranties in this
     Section 7 shall be deemed to be made on the date this Agreement is executed
     and at the time of delivery of the quarterly compliance report required by
     Section 3(a), whether or not specifically referenced in such report.

     8. THE NAME "RYDEX". The Adviser grants to the Trust a sublicense to use
the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had on the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

     9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

     The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.

                                       7


     10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares of a
Fund, the Adviser will act solely as investment counsel for such clients and not
in any way on behalf of the Fund.

     11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.

     This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.

     12. DURATION AND TERMINATION.

          (a) This Agreement shall become effective as of the date executed and
     shall remain in full force and effect continually thereafter, subject to
     renewal as provided in Section 12(d) and unless terminated automatically as
     set forth in Section 11 hereof or until terminated as follows:

          (b) The Trust may cause this Agreement to terminate either (i) by vote
     of its Board or (ii) with respect to any Fund, upon the affirmative vote of
     a majority of the outstanding voting securities of the Fund; or

          (c) The Adviser may at any time terminate this Agreement by not more
     than sixty (60) days' nor less than thirty (30) days' written notice
     delivered or mailed by registered mail, postage prepaid, to the Trust; or

          (d) This Agreement shall automatically terminate two years from the
     date of its execution unless its renewal is specifically approved at least
     annually thereafter by (i) a majority vote of the Trustees, including a
     majority vote of such Trustees who are not interested persons of the Trust
     or the Adviser, at a meeting called for the purpose of voting on such
     approval; or (ii) the vote of a majority of the outstanding voting
     securities of each Fund; provided, however, that if the continuance of this
     Agreement is submitted to the shareholders of the Funds for their approval
     and such shareholders fail to approve such continuance of this Agreement as
     provided herein, the Adviser may continue to serve hereunder as to the
     Funds in a manner consistent with the 1940 Act and the rules and
     regulations thereunder; and

     Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.

                                       8


     In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of their assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance
with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.

     13. CERTAIN DEFINITIONS. For the purposes of this Agreement:

          (a) "Affirmative vote of a majority of the outstanding voting
     securities of the Fund" shall have the meaning as set forth in the 1940
     Act, subject, however, to such exemptions as may be granted by the
     Commission under the 1940 Act or any interpretations of the Commission
     staff.

          (b) "Interested persons" and "Assignment" shall have their respective
     meanings as set forth in the 1940 Act, subject, however, to such exemptions
     as may be granted by the Commission under the 1940 Act or any
     interpretations of the Commission staff.

     14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold harmless
the Trust and all affiliated persons thereof (within the meaning of Section
2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) by reason of or arising out of: (a) the Adviser being in
material violation of any applicable federal or state law, rule or regulation or
any investment policy or restriction set forth in the Funds' Registration
Statement or any written guidelines or instruction provided in writing by the
Board, (b) a Fund's failure to satisfy the diversification or source of income
requirements of Subchapter M of the Code, or (c) the Adviser's willful
misfeasance, bad faith or gross negligence generally in the performance of its
duties hereunder or its reckless disregard of its obligations and duties under
this Agreement.

     15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

     16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and

                                       9


the Trust's Declaration of Trust describe in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.

     17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state and federal, in Delaware,
with respect to any dispute under this Agreement.

     18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

     19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       10


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.

                                         RYDEX SERIES FUNDS, on behalf of each
                                         Fund listed on Schedule A

                                         By:
                                             -----------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  President

                                         PADCO ADVISORS, INC.

                                         By:
                                            ------------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  Chief Executive Officer

                                       11


                                   SCHEDULE A

                                     TO THE

                               ADVISORY AGREEMENT

                          DATED _______, 2007 BETWEEN

                               RYDEX SERIES FUNDS

                                       AND

                              PADCO ADVISORS, INC.

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

Absolute Return Strategies Fund..........                 1.15%
Hedged Equity Fund.......................                 1.15%
Market Neutral Fund .....................                 1.15%

                                      A-1



                                                                      APPENDIX D

                                   APPENDIX D

                               ADVISORY AGREEMENT

     ADVISORY AGREEMENT made as of this __th day of __________, 2007 by and
between RYDEX DYNAMIC FUNDS (the "Trust"), a Delaware statutory trust registered
as an investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), and PADCO ADVISORS, INC., a Maryland corporation with its
principal place of business at 9601 Blackwell Road, Suite 500, Rockville,
Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

     WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:

     1. THE ADVISER'S SERVICES.

          (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall
     act as investment adviser with respect to the Funds. In such capacity, the
     Adviser shall, subject to the supervision of the Board, regularly provide
     the Funds with investment research, advice and supervision and shall
     furnish continuously an investment program for the Funds, consistent with
     the respective investment objectives and policies of each Fund. The Adviser
     shall determine, from time to time, what securities shall be purchased for
     the Funds, what securities shall be held or sold by the Funds and what
     portion of the Funds' assets shall be held uninvested in cash, subject
     always to the provisions of the Trust's Declaration of Trust, By-Laws and
     its registration statement on Form N-1A (the "Registration Statement")
     under the 1940 Act, and under the Securities Act of 1933, as amended (the
     "1933 Act"), covering Fund shares, as filed with the U.S. Securities and
     Exchange Commission (the "Commission"), and to the investment objectives,
     policies and restrictions of the Funds, as each of the same shall be from
     time to time in effect. To carry out such obligations, the Adviser shall
     exercise full discretion and act for the Funds in the same manner and with
     the same force and effect as the Funds themselves might or could do with
     respect to purchases, sales or other transactions, as well as with respect
     to all other such things necessary or incidental to the furtherance or
     conduct of such purchases, sales or other transactions. No reference in
     this Agreement to the Adviser having full discretionary authority over each
     Fund's investments shall in any way limit the right of the Board, in its
     sole discretion, to establish or revise policies in connection with the
     management of a Fund's assets or to otherwise exercise its right to control
     the overall management of a Fund.

                                       1


          (b) COMPLIANCE. The Adviser agrees to comply with the requirements of
     the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
     1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
     the Commodity Exchange Act and the respective rules and regulations
     thereunder, as applicable, as well as with all other applicable federal and
     state laws, rules, regulations and case law that relate to the services and
     relationships described hereunder and to the conduct of its business as a
     registered investment adviser. The Adviser also agrees to comply with the
     objectives, policies and restrictions set forth in the Registration
     Statement, as amended or supplemented, of the Funds, and with any policies,
     guidelines, instructions and procedures approved by the Board and provided
     to the Adviser. In selecting each Fund's portfolio securities and
     performing the Adviser's obligations hereunder, the Adviser shall cause the
     Fund to comply with the diversification and source of income requirements
     of Subchapter M of the Internal Revenue Code of 1986, as amended (the
     "Code"), for qualification as a regulated investment company. The Adviser
     shall maintain compliance procedures that it reasonably believes are
     adequate to ensure its compliance with the foregoing. No supervisory
     activity undertaken by the Board shall limit the Adviser's full
     responsibility for any of the foregoing.

          (c) PROXY VOTING. The Board has the authority to determine how proxies
     with respect to securities that are held by the Funds shall be voted, and
     the Board has initially determined to delegate the authority and
     responsibility to vote proxies for the Funds' securities to the Adviser. So
     long as proxy voting authority for the Funds has been delegated to the
     Adviser, the Adviser shall exercise its proxy voting responsibilities. The
     Adviser shall carry out such responsibility in accordance with any
     instructions that the Board shall provide from time to time, and at all
     times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
     its fiduciary responsibilities to the Trust. The Adviser shall provide
     periodic reports and keep records relating to proxy voting as the Board may
     reasonably request or as may be necessary for the Funds to comply with the
     1940 Act and other applicable law. Any such delegation of proxy voting
     responsibility to the Adviser may be revoked or modified by the Board at
     any time.

          (d) RECORDKEEPING. The Adviser shall not be responsible for the
     provision of administrative, bookkeeping or accounting services to the
     Funds, except as otherwise provided herein or as may be necessary for the
     Adviser to supply to the Trust or its Board the information required to be
     supplied under this Agreement.

          The Adviser shall maintain separate books and detailed records of all
     matters pertaining to Fund assets advised by the Adviser required by Rule
     31a-1 under the 1940 Act (other than those records being maintained by any
     administrator, custodian or transfer agent appointed by the Funds) relating
     to its responsibilities provided hereunder with respect to the Funds, and
     shall preserve such records for the periods and in a manner prescribed
     therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
     The Fund Books and Records shall be available to the Board at any time upon
     request, shall be delivered to the Trust upon the termination of this
     Agreement and shall be available without delay during any day the Trust is
     open for business.

                                       2


          (e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
     regular reports regarding Fund holdings, and shall, on its own initiative,
     furnish the Trust and its Board from time to time with whatever information
     the Adviser believes is appropriate for this purpose. The Adviser agrees to
     immediately notify the Trust if the Adviser reasonably believes that the
     value of any security held by a Fund may not reflect fair value. The
     Adviser agrees to provide any pricing information of which the Adviser is
     aware to the Trust, its Board and/or any Fund pricing agent to assist in
     the determination of the fair value of any Fund holdings for which market
     quotations are not readily available or as otherwise required in accordance
     with the 1940 Act or the Trust's valuation procedures for the purpose of
     calculating the Fund net asset value in accordance with procedures and
     methods established by the Board.

          (f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
     cooperate with and provide reasonable assistance to the Trust, any Trust
     custodian or foreign sub-custodians, any Trust pricing agents and all other
     agents and representatives of the Trust, such information with respect to
     the Funds as they may reasonably request from time to time in the
     performance of their obligations, provide prompt responses to reasonable
     requests made by such persons and establish appropriate interfaces with
     each so as to promote the efficient exchange of information and compliance
     with applicable laws and regulations.

     2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.

     3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.

          (a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
     notify the Trust immediately upon detection of (i) any material failure to
     manage any Fund in accordance with its investment objectives and policies
     or any applicable law; or (ii) any material breach of the Funds' or the
     Adviser's policies, guidelines or procedures. In addition, the Adviser
     shall provide a quarterly report regarding each Fund's compliance with its
     investment objectives and policies, applicable law, including, but not
     limited to the 1940 Act and Subchapter M of the Code, and the Fund's
     policies, guidelines or

                                       3


     procedures as applicable to the Adviser's obligations under this Agreement.
     The Adviser agrees to correct any such failure promptly and to take any
     action that the Board may reasonably request in connection with any such
     breach. Upon request, the Adviser shall also provide the officers of the
     Trust with supporting certifications in connection with such certifications
     of Fund financial statements and disclosure controls pursuant to the
     Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event
     (i) the Adviser is served or otherwise receives notice of any action, suit,
     proceeding, inquiry or investigation, at law or in equity, before or by any
     court, public board, or body, involving the affairs of the Trust (excluding
     class action suits in which a Fund is a member of the plaintiff class by
     reason of the Fund's ownership of shares in the defendant) or the
     compliance by the Adviser with the federal or state securities laws or (ii)
     an actual change in control of the Adviser resulting in an "assignment" (as
     defined in the 1940 Act) has occurred or is otherwise proposed to occur.

          (b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the
     Trust with any information reasonably requested regarding its management of
     the Funds required for any meeting of the Board, or for any shareholder
     report, amended registration statement, proxy statement, or prospectus
     supplement to be filed by the Trust with the Commission. The Adviser will
     make its officers and employees available to meet with the Board from time
     to time on due notice to review its investment management services to the
     Funds in light of current and prospective economic and market conditions
     and shall furnish to the Board such information as may reasonably be
     necessary in order for the Board to evaluate this Agreement or any proposed
     amendments thereto.

          (c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
     such information concerning portfolio transactions as may be necessary to
     enable the Trust or its designated agent to perform such compliance testing
     on the Funds and the Adviser's services as the Trust may, in its sole
     discretion, determine to be appropriate. The provision of such information
     by the Adviser to the Trust or its designated agent in no way relieves the
     Adviser of its own responsibilities under this Agreement.

     4. BROKERAGE.

          (a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
     securities for the account of a Fund, neither the Adviser nor any of its
     directors, officers or employees will act as a principal or agent or
     receive any commission except as permitted by the 1940 Act.

          (b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
     all orders for the purchase and sale of securities for a Fund's account
     with brokers or dealers selected by the Adviser. In the selection of such
     brokers or dealers and the placing of such orders, the Adviser is directed
     at all times to seek for the Fund the most favorable execution and net
     price available under the circumstances. It is also understood that it is
     desirable for the Fund that the Adviser have access to brokerage and
     research services provided by brokers who may execute brokerage
     transactions at a higher cost to the Fund

                                       4


     than may result when allocating brokerage to other brokers, consistent with
     section 28(e) of the 1934 Act and any Commission staff interpretations
     thereof. Therefore, the Adviser is authorized to place orders for the
     purchase and sale of securities for a Fund with such brokers, subject to
     review by the Board from time to time with respect to the extent and
     continuation of this practice. It is understood that the services provided
     by such brokers may be useful to the Adviser in connection with its or its
     affiliates' services to other clients.

          (c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
     purchase or sale of a security to be in the best interest of a Fund as well
     as other clients of the Adviser, the Adviser may, to the extent permitted
     by applicable law and regulations, aggregate the order for securities to be
     sold or purchased. In such event, the Adviser will allocate securities or
     futures contracts so purchased or sold, as well as the expenses incurred in
     the transaction, in the manner the Adviser reasonably considers to be
     equitable and consistent with its fiduciary obligations to the Fund and to
     such other clients under the circumstances.

          (d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act
     as broker in connection with the purchase or sale of securities or other
     investments for a Fund, subject to: (a) the requirement that the Adviser
     seek to obtain best execution and price within the policy guidelines
     determined by the Board and set forth in the Fund's current prospectus and
     SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
     Act; (d) the provisions of the 1934 Act; and (e) other provisions of
     applicable law. These brokerage services are not within the scope of the
     duties of the Adviser under this Agreement. Subject to the requirements of
     applicable law and any procedures adopted by the Board, the Adviser or its
     affiliates may receive brokerage commissions, fees or other remuneration
     from a Fund for these services in addition to the Adviser's fees for
     services under this Agreement.

     5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of a Fund.

     6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs
of providing services hereunder. Other than as herein specifically indicated,
the Adviser shall not be responsible for a Fund's expenses, including brokerage
and other expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments.

     7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) PROPERLY REGISTERED. The Adviser is registered as an investment
     adviser under the Advisers Act, and will remain so registered for the
     duration of this Agreement. The Adviser is not prohibited by the Advisers
     Act or the 1940 Act from performing the services contemplated by this
     Agreement, and to the best knowledge of the Adviser, there is no proceeding
     or investigation that is reasonably likely to result in the Adviser being
     prohibited from performing the services contemplated by this Agreement. The
     Adviser agrees to promptly notify the Trust of the occurrence of any event
     that would disqualify

                                       5


     the Adviser from serving as an investment adviser to an investment company.
     The Adviser is in compliance in all material respects with all applicable
     federal and state law in connection with its investment management
     operations.

          (b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
     its Form ADV as most recently filed with the Commission and will, promptly
     after filing any amendment to its Form ADV with the Commission, furnish a
     copy of such amendment(s) to the Trust. The information contained in the
     Adviser's Form ADV is accurate and complete in all material respects and
     does not omit to state any material fact necessary in order to make the
     statements made, in light of the circumstances under which they were made,
     not misleading.

          (c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and will in
     the future review, the Registration Statement, and any amendments or
     supplements thereto, the annual or semi-annual reports to shareholders,
     other reports filed with the Commission and any marketing material of the
     Funds (collectively the "Disclosure Documents") and represents and warrants
     that with respect to disclosure about the Adviser, the manner in which the
     Adviser manages the Funds or information relating directly or indirectly to
     the Adviser, such Disclosure Documents contain or will contain, as of the
     date thereof, no untrue statement of any material fact and does not omit
     any statement of material fact which was required to be stated therein or
     necessary to make the statements contained therein not misleading.

          (d) USE OF THE NAME "RYDEX". The Adviser has the right to use the name
     "Rydex" in connection with its services to the Trust and that, subject to
     the terms set forth in Section 8 of this Agreement, the Trust shall have
     the right to use the name "Rydex" in connection with the management and
     operation of the Funds. The Adviser is not aware of any threatened or
     existing actions, claims, litigation or proceedings that would adversely
     effect or prejudice the rights of the Adviser or the Trust to use the name
     "Rydex".

          (e) INSURANCE. The Adviser maintains errors and omissions insurance
     coverage in an appropriate amount and shall provide prior written notice to
     the Trust (i) of any material changes in its insurance policies or
     insurance coverage; or (ii) if any material claims will be made on its
     insurance policies. Furthermore, the Adviser shall upon reasonable request
     provide the Trust with any information it may reasonably require concerning
     the amount of or scope of such insurance.

          (f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants that
     it has no arrangement or understanding with any party, other than the
     Trust, that would influence the decision of the Adviser with respect to its
     selection of securities for a Fund, and that all selections shall be done
     in accordance with what is in the best interest of the Fund.

          (g) CONFLICTS. The Adviser shall act honestly, in good faith and in
     the best interests of the Trust including requiring any of its personnel
     with knowledge of Fund

                                       6


     activities to place the interest of the Funds first, ahead of their own
     interests, in all personal trading scenarios that may involve a conflict of
     interest with the Funds, consistent with its fiduciary duties under
     applicable law.

          (h) REPRESENTATIONS. The representations and warranties in this
     Section 7 shall be deemed to be made on the date this Agreement is executed
     and at the time of delivery of the quarterly compliance report required by
     Section 3(a), whether or not specifically referenced in such report.

     8. THE NAME "RYDEX". The Adviser grants to the Trust a license to use the
name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

     9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

     The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.

     10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares

                                       7


of a Fund, the Adviser will act solely as investment counsel for such clients
and not in any way on behalf of the Fund.

     11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.

     This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.

     12. DURATION AND TERMINATION.

          (a) This Agreement shall become effective as of the date executed and
     shall remain in full force and effect continually thereafter, subject to
     renewal as provided in Section 12(d) and unless terminated automatically as
     set forth in Section 11 hereof or until terminated as follows:

          (b) The Trust may cause this Agreement to terminate either (i) by vote
     of its Board or (ii) with respect to any Fund, upon the affirmative vote of
     a majority of the outstanding voting securities of the Fund; or

          (c) The Adviser may at any time terminate this Agreement by not more
     than sixty (60) days' nor less than thirty (30) days' written notice
     delivered or mailed by registered mail, postage prepaid, to the Trust; or

          (d) This Agreement shall automatically terminate two years from the
     date of its execution unless its renewal is specifically approved at least
     annually thereafter by (i) a majority vote of the Trustees, including a
     majority vote of such Trustees who are not interested persons of the Trust
     or the Adviser, at a meeting called for the purpose of voting on such
     approval; or (ii) the vote of a majority of the outstanding voting
     securities of each Fund; provided, however, that if the continuance of this
     Agreement is submitted to the shareholders of the Funds for their approval
     and such shareholders fail to approve such continuance of this Agreement as
     provided herein, the Adviser may continue to serve hereunder as to the
     Funds in a manner consistent with the 1940 Act and the rules and
     regulations thereunder; and

     Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.

     In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of their assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance

                                       8


with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.

     13. CERTAIN DEFINITIONS. For the purposes of this Agreement:

          (a) "Affirmative vote of a majority of the outstanding voting
     securities of the Fund" shall have the meaning as set forth in the 1940
     Act, subject, however, to such exemptions as may be granted by the
     Commission under the 1940 Act or any interpretations of the Commission
     staff.

          (b) "Interested persons" and "Assignment" shall have their respective
     meanings as set forth in the 1940 Act, subject, however, to such exemptions
     as may be granted by the Commission under the 1940 Act or any
     interpretations of the Commission staff.

     14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold harmless
the Trust and all affiliated persons thereof (within the meaning of Section
2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) by reason of or arising out of: (a) the Adviser being in
material violation of any applicable federal or state law, rule or regulation or
any investment policy or restriction set forth in the Funds' Registration
Statement or any written guidelines or instruction provided in writing by the
Board, (b) a Fund's failure to satisfy the diversification or source of income
requirements of Subchapter M of the Code, or (c) the Adviser's willful
misfeasance, bad faith or gross negligence generally in the performance of its
duties hereunder or its reckless disregard of its obligations and duties under
this Agreement.

     15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

     16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and the Trust's Declaration of Trust describe in detail the
respective responsibilities and limitations on liability of the Trustees,
officers, and holders of shares of beneficial interest.

     17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state and/or federal, in Delaware,
with respect to any dispute under this Agreement.

                                       9


     18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

     19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       10


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.

                                         RYDEX DYNAMIC FUNDS, on behalf of each
                                         Fund listed on Schedule A

                                         By:
                                             -----------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  President

                                         PADCO ADVISORS, INC.

                                         By:
                                            ------------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  Chief Executive Officer

                                       11


                                   SCHEDULE A

                                     TO THE

                               ADVISORY AGREEMENT

                            DATED ____, 2007 BETWEEN

                               RYDEX DYNAMIC FUNDS

                                       AND

                              PADCO ADVISORS, INC.

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
      -------------------------------------------------------------------------
      S&P 500 2x Strategy*                                               0.90%
      -------------------------------------------------------------------------
      S&P 500 2x Strategy Master                                         0.90%
      -------------------------------------------------------------------------
      Inverse S&P 500 2x Strategy*                                       0.90%
      -------------------------------------------------------------------------
      Inverse S&P 500 2x Strategy Master                                 0.90%
      -------------------------------------------------------------------------
      OTC 2x Strategy*                                                   0.90%
      -------------------------------------------------------------------------
      OTC 2x Strategy Master                                             0.90%
      -------------------------------------------------------------------------
      Inverse OTC 2x Strategy*                                           0.90%
      -------------------------------------------------------------------------
      Inverse OTC 2x Strategy Master                                     0.90%
      -------------------------------------------------------------------------
      Dow 2x Strategy*                                                   0.90%
      -------------------------------------------------------------------------
      Dow 2x Strategy Master                                             0.90%
      -------------------------------------------------------------------------
      Inverse Dow 2x Strategy*                                           0.90%
      -------------------------------------------------------------------------
      Inverse Dow 2x Strategy Master                                     0.90%
      -------------------------------------------------------------------------
      Russell 2000(R) 2x Strategy                                        0.90%
      -------------------------------------------------------------------------
      Inverse Russell 2000(R) 2x Strategy                                0.90%
      -------------------------------------------------------------------------
      Russell 2000(R) 2x Strategy Master                                 0.90%
      -------------------------------------------------------------------------
      Inverse Russell 2000(R) 2x Strategy Master                         0.90%
      -------------------------------------------------------------------------

*    The fee will be reduced to 0.00% for any period during which the Fund
     invests through a master-feeder structure.

                                      A-1



                                   APPENDIX E

                               ADVISORY AGREEMENT

     ADVISORY AGREEMENT made as of this __th day of __________, 2007 by and
between RYDEX VARIABLE TRUST (the "Trust"), a Delaware statutory trust
registered as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and PADCO ADVISORS II, INC., a Maryland corporation
with its principal place of business at 9601 Blackwell Road, Suite 500,
Rockville, Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

     WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:

     1. THE ADVISER'S SERVICES.

          (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall
     act as investment adviser with respect to the Funds. In such capacity, the
     Adviser shall, subject to the supervision of the Board, regularly provide
     the Funds with investment research, advice and supervision and shall
     furnish continuously an investment program for the Funds, consistent with
     the respective investment objectives and policies of each Fund. The Adviser
     shall determine, from time to time, what securities shall be purchased for
     the Funds, what securities shall be held or sold by the Funds and what
     portion of the Funds' assets shall be held uninvested in cash, subject
     always to the provisions of the Trust's Declaration of Trust, By-Laws and
     its registration statement on Form N-1A (the "Registration Statement")
     under the 1940 Act, and under the Securities Act of 1933, as amended (the
     "1933 Act"), covering Fund shares, as filed with the Securities and
     Exchange Commission (the "Commission"), and to the investment objectives,
     policies and restrictions of the Funds, as each of the same shall be from
     time to time in effect. To carry out such obligations, the Adviser shall
     exercise full discretion and act for the Funds in the same manner and with
     the same force and effect as the Funds themselves might or could do with
     respect to purchases, sales or other transactions, as well as with respect
     to all other such things necessary or incidental to the furtherance or
     conduct of such purchases, sales or other transactions. No reference in
     this Agreement to the Adviser having full discretionary authority over each
     Fund's investments shall in any way limit the right of the Board, in its
     sole discretion, to establish or revise policies in connection with the
     management of a Fund's assets or to otherwise exercise its right to control
     the overall management of a Fund.

                                       1


          (b) COMPLIANCE. The Adviser agrees to comply with the requirements of
     the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
     1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
     the Commodity Exchange Act and the respective rules and regulations
     thereunder, as applicable, as well as with all other applicable federal and
     state laws, rules, regulations and case law that relate to the services and
     relationships described hereunder and to the conduct of its business as a
     registered investment adviser. The Adviser also agrees to comply with the
     objectives, policies and restrictions set forth in the Registration
     Statement, as amended or supplemented, of the Funds, and with any policies,
     guidelines, instructions and procedures approved by the Board and provided
     to the Adviser. In selecting each Fund's portfolio securities and
     performing the Adviser's obligations hereunder, the Adviser shall cause the
     Fund to comply with the diversification and source of income requirements
     of Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as
     amended (the "Code"), for qualification as a regulated investment company.
     The Adviser shall maintain compliance procedures that it reasonably
     believes are adequate to ensure its compliance with the foregoing. No
     supervisory activity undertaken by the Board shall limit the Adviser's full
     responsibility for any of the foregoing.

          (c) PROXY VOTING. The Board has the authority to determine how proxies
     with respect to securities that are held by the Funds shall be voted, and
     the Board has initially determined to delegate the authority and
     responsibility to vote proxies for the Funds' securities to the Adviser. So
     long as proxy voting authority for the Funds has been delegated to the
     Adviser, the Adviser shall exercise its proxy voting responsibilities. The
     Adviser shall carry out such responsibility in accordance with any
     instructions that the Board shall provide from time to time, and at all
     times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
     its fiduciary responsibilities to the Trust. The Adviser shall provide
     periodic reports and keep records relating to proxy voting as the Board may
     reasonably request or as may be necessary for the Funds to comply with the
     1940 Act and other applicable law. Any such delegation of proxy voting
     responsibility to the Adviser may be revoked or modified by the Board at
     any time.

          (d) RECORDKEEPING. The Adviser shall not be responsible for the
     provision of administrative, bookkeeping or accounting services to the
     Funds, except as otherwise provided herein or as may be necessary for the
     Adviser to supply to the Trust or its Board the information required to be
     supplied under this Agreement.

          The Adviser shall maintain separate books and detailed records of all
     matters pertaining to Fund assets advised by the Adviser required by Rule
     31a-1 under the 1940 Act (other than those records being maintained by any
     administrator, custodian or transfer agent appointed by the Funds) relating
     to its responsibilities provided hereunder with respect to the Funds, and
     shall preserve such records for the periods and in a manner prescribed
     therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
     The Fund Books and Records shall be available to the Board at any time upon
     request, shall be delivered to the Trust upon the termination of this
     Agreement and shall be available without delay during any day the Trust is
     open for business.

                                       2


          (e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
     regular reports regarding Fund holdings, and shall, on its own initiative,
     furnish the Trust and its Board from time to time with whatever information
     the Adviser believes is appropriate for this purpose. The Adviser agrees to
     immediately notify the Trust if the Adviser reasonably believes that the
     value of any security held by a Fund may not reflect fair value. The
     Adviser agrees to provide any pricing information of which the Adviser is
     aware to the Trust, its Board and/or any Fund pricing agent to assist in
     the determination of the fair value of any Fund holdings for which market
     quotations are not readily available or as otherwise required in accordance
     with the 1940 Act or the Trust's valuation procedures for the purpose of
     calculating the Fund net asset value in accordance with procedures and
     methods established by the Board.

          (f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
     cooperate with and provide reasonable assistance to the Trust, any Trust
     custodian or foreign sub-custodians, any Trust pricing agents and all other
     agents and representatives of the Trust, such information with respect to
     the Funds as they may reasonably request from time to time in the
     performance of their obligations, provide prompt responses to reasonable
     requests made by such persons and establish appropriate interfaces with
     each so as to promote the efficient exchange of information and compliance
     with applicable laws and regulations.

     2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.

     3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.

          (a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
     notify the Trust immediately upon detection of (i) any material failure to
     manage any Fund in accordance with its investment objectives and policies
     or any applicable law; or (ii) any material breach of the Funds' or the
     Adviser's policies, guidelines or procedures. In addition, the Adviser
     shall provide a quarterly report regarding each Fund's compliance with its
     investment objectives and policies, applicable law, including, but not
     limited to the 1940 Act and Subchapter M and Section 817(h) of the Code,
     and the Fund's policies,

                                       3


     guidelines or procedures as applicable to the Adviser's obligations under
     this Agreement. The Adviser agrees to correct any such failure promptly and
     to take any action that the Board may reasonably request in connection with
     any such breach. Upon request, the Adviser shall also provide the officers
     of the Trust with supporting certifications in connection with such
     certifications of Fund financial statements and disclosure controls
     pursuant to the Sarbanes-Oxley Act. The Adviser will promptly notify the
     Trust in the event (i) the Adviser is served or otherwise receives notice
     of any action, suit, proceeding, inquiry or investigation, at law or in
     equity, before or by any court, public board, or body, involving the
     affairs of the Trust (excluding class action suits in which a Fund is a
     member of the plaintiff class by reason of the Fund's ownership of shares
     in the defendant) or the compliance by the Adviser with the federal or
     state securities laws or (ii) an actual change in control of the Adviser
     resulting in an "assignment" (as defined in the 1940 Act) has occurred or
     is otherwise proposed to occur.

          (b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the
     Trust with any information reasonably requested regarding its management of
     the Funds required for any meeting of the Board, or for any shareholder
     report, amended registration statement, proxy statement, or prospectus
     supplement to be filed by the Trust with the Commission. The Adviser will
     make its officers and employees available to meet with the Board from time
     to time on due notice to review its investment management services to the
     Funds in light of current and prospective economic and market conditions
     and shall furnish to the Board such information as may reasonably be
     necessary in order for the Board to evaluate this Agreement or any proposed
     amendments thereto.

          (c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
     such information concerning portfolio transactions as may be necessary to
     enable the Trust or its designated agent to perform such compliance testing
     on the Funds and the Adviser's services as the Trust may, in its sole
     discretion, determine to be appropriate. The provision of such information
     by the Adviser to the Trust or its designated agent in no way relieves the
     Adviser of its own responsibilities under this Agreement.

     4. BROKERAGE.

          (a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
     securities for the account of a Fund, neither the Adviser nor any of its
     directors, officers or employees will act as a principal or agent or
     receive any commission except as permitted by the 1940 Act.

          (b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
     all orders for the purchase and sale of securities for a Fund's account
     with brokers or dealers selected by the Adviser. In the selection of such
     brokers or dealers and the placing of such orders, the Adviser is directed
     at all times to seek for the Fund the most favorable execution and net
     price available under the circumstances. It is also understood that it is
     desirable for the Fund that the Adviser have access to brokerage and
     research services provided by brokers who may execute brokerage
     transactions at a higher cost to the Fund

                                       4


     than may result when allocating brokerage to other brokers, consistent with
     section 28(e) of the 1934 Act and any Commission staff interpretations
     thereof. Therefore, the Adviser is authorized to place orders for the
     purchase and sale of securities for a Fund with such brokers, subject to
     review by the Board from time to time with respect to the extent and
     continuation of this practice. It is understood that the services provided
     by such brokers may be useful to the Adviser in connection with its or its
     affiliates' services to other clients.

          (c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
     purchase or sale of a security to be in the best interest of a Fund as well
     as other clients of the Adviser, the Adviser may, to the extent permitted
     by applicable law and regulations, aggregate the order for securities to be
     sold or purchased. In such event, the Adviser will allocate securities or
     futures contracts so purchased or sold, as well as the expenses incurred in
     the transaction, in the manner the Adviser reasonably considers to be
     equitable and consistent with its fiduciary obligations to the Fund and to
     such other clients under the circumstances.

          (d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act
     as broker in connection with the purchase or sale of securities or other
     investments for a Fund, subject to: (a) the requirement that the Adviser
     seek to obtain best execution and price within the policy guidelines
     determined by the Board and set forth in the Fund's current prospectus and
     SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
     Act; (d) the provisions of the 1934 Act; and (e) other provisions of
     applicable law. These brokerage services are not within the scope of the
     duties of the Adviser under this Agreement. Subject to the requirements of
     applicable law and any procedures adopted by the Board, the Adviser or its
     affiliates may receive brokerage commissions, fees or other remuneration
     from a Fund for these services in addition to the Adviser's fees for
     services under this Agreement.

     5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of a Fund.

     6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs
of providing services hereunder. Other than as herein specifically indicated,
the Adviser shall not be responsible for a Fund's expenses, including brokerage
and other expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments.

     7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) PROPERLY REGISTERED. The Adviser is registered as an investment
     adviser under the Advisers Act, and will remain so registered for the
     duration of this Agreement. The Adviser is not prohibited by the Advisers
     Act or the 1940 Act from performing the services contemplated by this
     Agreement, and to the best knowledge of the Adviser, there is no proceeding
     or investigation that is reasonably likely to result in the Adviser being
     prohibited from performing the services contemplated by this Agreement. The
     Adviser agrees to promptly notify the Trust of the occurrence of any event
     that would disqualify

                                       5


     the Adviser from serving as an investment adviser to an investment company.
     The Adviser is in compliance in all material respects with all applicable
     federal and state law in connection with its investment management
     operations.

          (b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
     its Form ADV as most recently filed with the Commission and will, promptly
     after filing any amendment to its Form ADV with the Commission, furnish a
     copy of such amendment(s) to the Trust. The information contained in the
     Adviser's Form ADV is accurate and complete in all material respects and
     does not omit to state any material fact necessary in order to make the
     statements made, in light of the circumstances under which they were made,
     not misleading.

          (c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and will in
     the future review, the Registration Statement, and any amendments or
     supplements thereto, the annual or semi-annual reports to shareholders,
     other reports filed with the Commission and any marketing material of the
     Funds (collectively the "Disclosure Documents") and represents and warrants
     that with respect to disclosure about the Adviser, the manner in which the
     Adviser manages the Funds or information relating directly or indirectly to
     the Adviser, such Disclosure Documents contain or will contain, as of the
     date thereof, no untrue statement of any material fact and does not omit
     any statement of material fact which was required to be stated therein or
     necessary to make the statements contained therein not misleading.

          (d) USE OF THE NAME "RYDEX". The Adviser has the right to use the name
     "Rydex" in connection with its services to the Trust and that, subject to
     the terms set forth in Section 8 of this Agreement, the Trust shall have
     the right to use the name "Rydex" in connection with the management and
     operation of the Funds. The Adviser is not aware of any threatened or
     existing actions, claims, litigation or proceedings that would adversely
     effect or prejudice the rights of the Adviser or the Trust to use the name
     "Rydex".

          (e) INSURANCE. The Adviser maintains errors and omissions insurance
     coverage in an appropriate amount and shall provide prior written notice to
     the Trust (i) of any material changes in its insurance policies or
     insurance coverage; or (ii) if any material claims will be made on its
     insurance policies. Furthermore, the Adviser shall upon reasonable request
     provide the Trust with any information it may reasonably require concerning
     the amount of or scope of such insurance.

          (f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants that
     it has no arrangement or understanding with any party, other than the
     Trust, that would influence the decision of the Adviser with respect to its
     selection of securities for a Fund, and that all selections shall be done
     in accordance with what is in the best interest of the Fund.

          (g) CONFLICTS. The Adviser shall act honestly, in good faith and in
     the best interests of the Trust including requiring any of its personnel
     with knowledge of Fund

                                       6


     activities to place the interest of the Funds first, ahead of their own
     interests, in all personal trading scenarios that may involve a conflict of
     interest with the Funds, consistent with its fiduciary duties under
     applicable law.

          (h) REPRESENTATIONS. The representations and warranties in this
     Section 7 shall be deemed to be made on the date this Agreement is executed
     and at the time of delivery of the quarterly compliance report required by
     Section 3(a), whether or not specifically referenced in such report.

     8. THE NAME "RYDEX". The Adviser grants to the Trust a sublicense to use
the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

     9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

     The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.

     10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares

                                       7


of a Fund, the Adviser will act solely as investment counsel for such clients
and not in any way on behalf of the Fund.

     11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.

     This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.

     12. DURATION AND TERMINATION.

          (a) This Agreement shall become effective as of the date executed and
     shall remain in full force and effect continually thereafter, subject to
     renewal as provided in Section 12(d) and unless terminated automatically as
     set forth in Section 11 hereof or until terminated as follows:

          (b) The Trust may cause this Agreement to terminate either (i) by vote
     of its Board or (ii) with respect to any Fund, upon the affirmative vote of
     a majority of the outstanding voting securities of the Fund; or

          (c) The Adviser may at any time terminate this Agreement by not more
     than sixty (60) days' nor less than thirty (30) days' written notice
     delivered or mailed by registered mail, postage prepaid, to the Trust; or

          (d) This Agreement shall automatically terminate two years from the
     date of its execution unless its renewal is specifically approved at least
     annually thereafter by (i) a majority vote of the Trustees, including a
     majority vote of such Trustees who are not interested persons of the Trust
     or the Adviser, at a meeting called for the purpose of voting on such
     approval; or (ii) the vote of a majority of the outstanding voting
     securities of each Fund; provided, however, that if the continuance of this
     Agreement is submitted to the shareholders of the Funds for their approval
     and such shareholders fail to approve such continuance of this Agreement as
     provided herein, the Adviser may continue to serve hereunder as to the
     Funds in a manner consistent with the 1940 Act and the rules and
     regulations thereunder; and

     Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.

     In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of their assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance

                                       8


with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.

     13. CERTAIN DEFINITIONS. For the purposes of this Agreement:

          (a) "Affirmative vote of a majority of the outstanding voting
     securities of the Fund" shall have the meaning as set forth in the 1940
     Act, subject, however, to such exemptions as may be granted by the
     Commission under the 1940 Act or any interpretations of the Commission
     staff.

          (b) "Interested persons" and "Assignment" shall have their respective
     meanings as set forth in the 1940 Act, subject, however, to such exemptions
     as may be granted by the Commission under the 1940 Act or any
     interpretations of the Commission staff.

     14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold harmless
the Trust and all affiliated persons thereof (within the meaning of Section
2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) by reason of or arising out of: (a) the Adviser being in
material violation of any applicable federal or state law, rule or regulation or
any investment policy or restriction set forth in the Funds' Registration
Statement or any written guidelines or instruction provided in writing by the
Board, (b) a Fund's failure to satisfy the diversification or source of income
requirements of Subchapter M of the Code, or (c) the Adviser's willful
misfeasance, bad faith or gross negligence generally in the performance of its
duties hereunder or its reckless disregard of its obligations and duties under
this Agreement.

     15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

     16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and the Trust's Declaration of Trust describe in detail the
respective responsibilities and limitations on liability of the Trustees,
officers, and holders of shares of beneficial interest.

     17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state or federal, in Delaware, with
respect to any dispute under this Agreement.

                                       9


     18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

     19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       10


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.

                                         RYDEX VARIABLE TRUST, on behalf of each
                                         Fund listed on Schedule A

                                         By:
                                             -----------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  President

                                         PADCO ADVISORS, INC.

                                         By:
                                            ------------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  Chief Executive Officer

                                       11


                                   SCHEDULE A

                                     TO THE

                               ADVISORY AGREEMENT

                            DATED ____, 2007 BETWEEN

                              RYDEX VARIABLE TRUST

                                       AND

                             PADCO ADVISORS II, INC.

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 Fund ...............................            0.75%         Banking..................................         0.85%
Inverse S&P 500 Strategy.................            0.90%         Basic Materials..........................         0.85%
OTC .....................................            0.75%         Biotechnology............................         0.85%
Inverse OTC Strategy ....................            0.90%         Consumer Products........................         0.85%
Mid-Cap 1.5x Strategy....................            0.90%         Electronics..............................         0.85%
Russell 2000(R) 1.5x Strategy............            0.90%         Energy...................................         0.85%
Government Long Bond 1.2x Strategy.......            0.50%         Energy Services..........................         0.85%
Inverse Government Long Bond Strategy ...            0.90%         Financial Services.......................         0.85%
Europe 1.25x Strategy....................            0.90%         Health Care..............................         0.85%
Japan 1.25x Strategy.....................            0.90%         Internet.................................         0.85%
Large-Cap Value..........................            0.75%         Leisure..................................         0.85%
Large-Cap Growth.........................            0.75%         Precious Metals..........................         0.75%
Mid-Cap Value............................            0.75%         Real Estate..............................         0.85%
Mid-Cap Growth...........................            0.75%         Retailing................................         0.85%
Inverse Mid-Cap Strategy.................            0.90%         Technology...............................         0.85%
Small-Cap Value..........................            0.75%         Telecommunications.......................         0.85%
Small-Cap Growth ........................            0.75%         Transportation...........................         0.85%
Inverse Russell 2000(R) Strategy ........            0.90%         Utilities................................         0.85%
Strengthening Dollar 2x Strategy.........            0.90%         Commodities Strategy.....................         0.75%
Weakening Dollar 2x Strategy.............            0.90%         Sector Rotation..........................         0.90%


                                      A-1




FUND                                                 RATE          FUND                                              RATE
----                                                 ----          ----                                              ----
                                                                                                            
U.S. Government Money Market.............            0.50%         Multi-Cap Core Equity * .................         0.70%
High Yield Strategy....... ..............            0.75%         S&P 500 .................................         0.75%
Inverse High Yield Strategy..............            0.75%         Russell 2000(R) .........................         0.75%
Dow 2x Strategy Fund.....................            0.90%         Essential Portfolio Moderate ............         0.00%
OTC 2x Strategy Fund.....................            0.90%         Essential Portfolio Conservative ........         0.00%
Russell 2000(R) 2x Strategy..............            0.90%         Essential Portfolio Aggressive...........         0.00%
S&P 500 2x Strategy .....................            0.90%         Inverse Dow 2x Strategy..................         0.90%
Inverse OTC 2x Strategy..................            0.90%         Inverse Russell 2000(R) 2x Strategy......         0.90%
Inverse S&P 500 2x Strategy..............            0.90%         CLS AdvisorOne Amerigo VT ...............         0.90%
CLS AdvisorOne Clermont VT...............            0.90%         CLS AdvisorOne Berolina..................         0.90%


                          ADDITIONS ARE NOTED IN BOLD.

     *    The management fee with respect to the Multi-Cap Core Equity Fund (the
          "Fund") is comprised of a basic fee (the "Basic Fee") at the annual
          rate of 0.70% of the Fund's average daily net assets and a performance
          adjustment (the "Performance Adjustment") as discussed below.

     A.   CALCULATING THE PERFORMANCE ADJUSTMENT.

     The performance adjustment shall be calculated monthly by:

            (i)   Determining the difference in performance (the "Performance
                  Difference") between the Fund and the Russell 3000(R) Index
                  (the "Index"), as described in paragraph C;

            (ii)  Using the Performance Difference calculated under paragraph B
                  (ii) to determine the performance adjustment ( the
                  "Performance Adjustment"), as illustrated in paragraph D; and

            (iii) Adding the Performance Adjustment to the Basic Fee to
                  determine the management fee for the applicable month.

                                      A-2


     B.   COMPUTING THE PERFORMANCE DIFFERENCE.

     The Performance Difference is calculated monthly, and is determined by
     measuring the percentage difference between the performance of one Share of
     the Fund and the performance of the Index over the most recent 12-month
     period. The performance of one Share of the Fund shall be measured by
     computing the percentage difference, carried to five decimal places,
     between the net asset value as of the last business day of the period
     selected for comparison and the net asset value of such share as of the
     last business day of the prior period, adjusted for dividends or capital
     gain distributions treated as reinvested immediately. The performance of
     the Index will be established by measuring the percentage difference,
     carried to five decimal places, between the beginning and ending values of
     the Index for the comparison period, with dividends or capital gain
     distributions on the securities that comprise the Index being treated as
     reinvested immediately.

     C.   DETERMINING THE PERFORMANCE ADJUSTMENT.

     For every 0.0375% in Performance Difference, the Adviser's fee will be
     adjusted upwards or downwards by 0.01%. The maximum adjustment rate is
     0.20% per year, resulting in a minimum possible annual fee of 0.50% and a
     maximum possible annual fee of 0.90%.

     D.   PERFORMANCE ADJUSTMENT EXAMPLE.

     The following example illustrates the application of the Performance
     Adjustment:



                                       Fund's                  Index's                  Fund's
For the  rolling 12-month            investment               cumulative        performance relative
PERFORMANCE PERIOD                  PERFORMANCE                 CHANGE              TO THE INDEX
------------------                  -----------                 ------              ------------
                                                                                
January 1                             $50.00                     100.00
December 31                           $55.25                     110.20
Absolute change                     +  $5.25                   + $10.20
Actual change                         +10.50%                   + 10.20%                +0.30%


Based on these assumptions, the Fund calculates the Adviser's management fee
rate for the month-ended December 31 as follows:

o    The portion of the annual basic fee rate of 0.70% applicable to that month
     is multiplied by the Fund's average daily net assets for the month. This
     results in the dollar amount of the basic fee.

o    The +0.30% difference between the performance of the Fund and the record of
     the Index is divided by 3.75, producing a rate of 0.08%.

o    The 0.08% rate (adjusted for the number of days in the month) is multiplied
     by the Fund's average daily net assets for the performance period. This
     results in the dollar amount of the performance adjustment.

o    The dollar amount of the performance adjustment is added to the dollar
     amount of the basic fee, producing the adjusted management fee.

                                      A-3


2.       PERFORMANCE PERIODS

For the period from July 1, 2003 through May 31, 2004, the Adviser will be paid
at the Base Rate, without regard to any Performance Adjustment. For the month
ending June 30, 2004, the Adviser will begin applying the Performance Adjustment
as described herein, based upon the performance of the Fund relative to the
performance of the Index during the 12-month period from July 1, 2003 through
June 30, 2004. The 12-month comparison period will roll over with each
succeeding month, so that it will always equal 12 months, ending with the month
for which the performance incentive adjustment is being computed.

3.       CHANGES TO THE "INDEX" OR THE "CLASS"

The Trustees have initially designated the Russell 3000(R) Index as the index to
be used for purposes of determining the Performance Adjustment (referred to
herein as the "Index"). From time to time, to the extent permitted by the 1940
Act, the Trustees may, by a vote of the Trustees of the Trust voting in person,
including a majority of the Trustees who are not parties to this Agreement or
"interested persons" (as defined in the 1940 Act) of any such parties, determine
that another securities index is a more appropriate benchmark than the Index for
purposes of evaluating the performance of the Fund in calculating the
Performance Adjustment. After ten days' written notice to the Adviser, a
different index (the "Successor Index") may be substituted for the Index in
prospectively calculating the Performance Adjustment. However, the calculation
of that portion of the Performance Adjustment attributable to any portion of the
performance period prior to the adoption of the Successor Index will still be
based upon the Fund's performance compared to the Index.

                                      A-4



                                   APPENDIX F

                               ADVISORY AGREEMENT

     ADVISORY AGREEMENT made as of this __th day of __________, 2007 by and
between RYDEX VARIABLE TRUST (the "Trust"), a Delaware statutory trust
registered as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and PADCO ADVISORS II, INC., a Maryland corporation
with its principal place of business at 9601 Blackwell Road, Suite 500,
Rockville, Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

     WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:

     1. THE ADVISER'S SERVICES.

          (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall
     act as investment adviser with respect to the Funds. In such capacity, the
     Adviser shall, subject to the supervision of the Board, regularly provide
     the Funds with investment research, advice and supervision and shall
     furnish continuously an investment program for the Funds, consistent with
     the respective investment objectives and policies of each Fund. The Adviser
     shall determine, from time to time, what securities shall be purchased for
     the Funds, what securities shall be held or sold by the Funds and what
     portion of the Funds' assets shall be held uninvested in cash, subject
     always to the provisions of the Trust's Declaration of Trust, By-Laws and
     its registration statement on Form N-1A (the "Registration Statement")
     under the 1940 Act, and under the Securities Act of 1933, as amended (the
     "1933 Act"), covering Fund shares, as filed with the Securities and
     Exchange Commission (the "Commission"), and to the investment objectives,
     policies and restrictions of the Funds, as each of the same shall be from
     time to time in effect. To carry out such obligations, the Adviser shall
     exercise full discretion and act for the Funds in the same manner and with
     the same force and effect as the Funds themselves might or could do with
     respect to purchases, sales or other transactions, as well as with respect
     to all other such things necessary or incidental to the furtherance or
     conduct of such purchases, sales or other transactions. No reference in
     this Agreement to the Adviser having full discretionary authority over each
     Fund's investments shall in any way limit the right of the Board, in its
     sole discretion, to establish or revise policies in connection with the
     management of a Fund's assets or to otherwise exercise its right to control
     the overall management of a Fund.

                                       1


          (b) COMPLIANCE. The Adviser agrees to comply with the requirements of
     the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
     1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
     the Commodity Exchange Act and the respective rules and regulations
     thereunder, as applicable, as well as with all other applicable federal and
     state laws, rules, regulations and case law that relate to the services and
     relationships described hereunder and to the conduct of its business as a
     registered investment adviser. The Adviser also agrees to comply with the
     objectives, policies and restrictions set forth in the Registration
     Statement, as amended or supplemented, of the Funds, and with any policies,
     guidelines, instructions and procedures approved by the Board and provided
     to the Adviser. In selecting each Fund's portfolio securities and
     performing the Adviser's obligations hereunder, the Adviser shall cause the
     Fund to comply with the diversification and source of income requirements
     of Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as
     amended (the "Code"), for qualification as a regulated investment company.
     The Adviser shall maintain compliance procedures that it reasonably
     believes are adequate to ensure its compliance with the foregoing. No
     supervisory activity undertaken by the Board shall limit the Adviser's full
     responsibility for any of the foregoing.

          (c) PROXY VOTING. The Board has the authority to determine how proxies
     with respect to securities that are held by the Funds shall be voted, and
     the Board has initially determined to delegate the authority and
     responsibility to vote proxies for the Funds' securities to the Adviser. So
     long as proxy voting authority for the Funds has been delegated to the
     Adviser, the Adviser shall exercise its proxy voting responsibilities. The
     Adviser shall carry out such responsibility in accordance with any
     instructions that the Board shall provide from time to time, and at all
     times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
     its fiduciary responsibilities to the Trust. The Adviser shall provide
     periodic reports and keep records relating to proxy voting as the Board may
     reasonably request or as may be necessary for the Funds to comply with the
     1940 Act and other applicable law. Any such delegation of proxy voting
     responsibility to the Adviser may be revoked or modified by the Board at
     any time.

          (d) RECORDKEEPING. The Adviser shall not be responsible for the
     provision of administrative, bookkeeping or accounting services to the
     Funds, except as otherwise provided herein or as may be necessary for the
     Adviser to supply to the Trust or its Board the information required to be
     supplied under this Agreement.

          The Adviser shall maintain separate books and detailed records of all
     matters pertaining to Fund assets advised by the Adviser required by Rule
     31a-1 under the 1940 Act (other than those records being maintained by any
     administrator, custodian or transfer agent appointed by the Funds) relating
     to its responsibilities provided hereunder with respect to the Funds, and
     shall preserve such records for the periods and in a manner prescribed
     therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
     The Fund Books and Records shall be available to the Board at any time upon
     request, shall be delivered to the Trust upon the termination of this
     Agreement and shall be available without delay during any day the Trust is
     open for business.

                                       2


          (e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
     regular reports regarding Fund holdings, and shall, on its own initiative,
     furnish the Trust and its Board from time to time with whatever information
     the Adviser believes is appropriate for this purpose. The Adviser agrees to
     immediately notify the Trust if the Adviser reasonably believes that the
     value of any security held by a Fund may not reflect fair value. The
     Adviser agrees to provide any pricing information of which the Adviser is
     aware to the Trust, its Board and/or any Fund pricing agent to assist in
     the determination of the fair value of any Fund holdings for which market
     quotations are not readily available or as otherwise required in accordance
     with the 1940 Act or the Trust's valuation procedures for the purpose of
     calculating the Fund net asset value in accordance with procedures and
     methods established by the Board.

          (f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
     cooperate with and provide reasonable assistance to the Trust, any Trust
     custodian or foreign sub-custodians, any Trust pricing agents and all other
     agents and representatives of the Trust, such information with respect to
     the Funds as they may reasonably request from time to time in the
     performance of their obligations, provide prompt responses to reasonable
     requests made by such persons and establish appropriate interfaces with
     each so as to promote the efficient exchange of information and compliance
     with applicable laws and regulations.

     2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.

     3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.

          (a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
     notify the Trust immediately upon detection of (i) any material failure to
     manage any Fund in accordance with its investment objectives and policies
     or any applicable law; or (ii) any material breach of any of the Funds' or
     the Adviser's policies, guidelines or procedures. In addition, the Adviser
     shall provide a quarterly report regarding each Fund's compliance with its
     investment objectives and policies, applicable law, including, but not

                                       3


     limited to the 1940 Act and Subchapter M and Section 817(h) of the Code,
     and the Fund's policies, guidelines or procedures as applicable to the
     Adviser's obligations under this Agreement. The Adviser agrees to correct
     any such failure promptly and to take any action that the Board may
     reasonably request in connection with any such breach. Upon request, the
     Adviser shall also provide the officers of the Trust with supporting
     certifications in connection with such certifications of Fund financial
     statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The
     Adviser will promptly notify the Trust in the event (i) the Adviser is
     served or otherwise receives notice of any action, suit, proceeding,
     inquiry or investigation, at law or in equity, before or by any court,
     public board, or body, involving the affairs of the Trust (excluding class
     action suits in which a Fund is a member of the plaintiff class by reason
     of the Fund's ownership of shares in the defendant) or the compliance by
     the Adviser with the federal or state securities laws or (ii) an actual
     change in control of the Adviser resulting in an "assignment" (as defined
     in the 1940 Act) has occurred or is otherwise proposed to occur.

          (b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the
     Trust with any information reasonably requested regarding its management of
     the Funds required for any meeting of the Board, or for any shareholder
     report, amended registration statement, proxy statement, or prospectus
     supplement to be filed by the Trust with the Commission. The Adviser will
     make its officers and employees available to meet with the Board from time
     to time on due notice to review its investment management services to the
     Funds in light of current and prospective economic and market conditions
     and shall furnish to the Board such information as may reasonably be
     necessary in order for the Board to evaluate this Agreement or any proposed
     amendments thereto.

          (c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
     such information concerning portfolio transactions as may be necessary to
     enable the Trust or its designated agent to perform such compliance testing
     on the Funds and the Adviser's services as the Trust may, in its sole
     discretion, determine to be appropriate. The provision of such information
     by the Adviser to the Trust or its designated agent in no way relieves the
     Adviser of its own responsibilities under this Agreement.

     4. BROKERAGE.

          (a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
     securities for the account of a Fund, neither the Adviser nor any of its
     directors, officers or employees will act as a principal or agent or
     receive any commission except as permitted by the 1940 Act.

          (b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
     all orders for the purchase and sale of securities for a Fund's account
     with brokers or dealers selected by the Adviser. In the selection of such
     brokers or dealers and the placing of such orders, the Adviser is directed
     at all times to seek for the Fund the most favorable execution and net
     price available under the circumstances. It is also understood that it is

                                       4


     desirable for the Fund that the Adviser have access to brokerage and
     research services provided by brokers who may execute brokerage
     transactions at a higher cost to the Fund than may result when allocating
     brokerage to other brokers, consistent with section 28(e) of the 1934 Act
     and any Commission staff interpretations thereof. Therefore, the Adviser is
     authorized to place orders for the purchase and sale of securities for a
     Fund with such brokers, subject to review by the Board from time to time
     with respect to the extent and continuation of this practice. It is
     understood that the services provided by such brokers may be useful to the
     Adviser in connection with its or its affiliates' services to other
     clients.

          (c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
     purchase or sale of a security to be in the best interest of a Fund as well
     as other clients of the Adviser, the Adviser may, to the extent permitted
     by applicable law and regulations, aggregate the order for securities to be
     sold or purchased. In such event, the Adviser will allocate securities or
     futures contracts so purchased or sold, as well as the expenses incurred in
     the transaction, in the manner the Adviser reasonably considers to be
     equitable and consistent with its fiduciary obligations to the Fund and to
     such other clients under the circumstances.

          (d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act
     as broker in connection with the purchase or sale of securities or other
     investments for a Fund, subject to: (a) the requirement that the Adviser
     seek to obtain best execution and price within the policy guidelines
     determined by the Board and set forth in the Fund's current prospectus and
     SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
     Act; (d) the provisions of the 1934 Act; and (e) other provisions of
     applicable law. These brokerage services are not within the scope of the
     duties of the Adviser under this Agreement. Subject to the requirements of
     applicable law and any procedures adopted by the Board, the Adviser or its
     affiliates may receive brokerage commissions, fees or other remuneration
     from a Fund for these services in addition to the Adviser's fees for
     services under this Agreement.

     5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of a Fund.

     6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs
of providing services hereunder. The Adviser agrees to pay all expenses incurred
by the Trust except for interest, taxes, brokerage and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, extraordinary expenses, distribution fees, investors services fees,
and expenses paid by the Trust under any distribution plan adopted pursuant to
Rule 12b-1 under the 1940 Act or investor services plan.

     7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) PROPERLY REGISTERED. The Adviser is registered as an investment
     adviser under the Advisers Act, and will remain so registered for the
     duration of this Agreement.

                                       5


     The Adviser is not prohibited by the Advisers Act or the 1940 Act from
     performing the services contemplated by this Agreement, and to the best
     knowledge of the Adviser, there is no proceeding or investigation that is
     reasonably likely to result in the Adviser being prohibited from performing
     the services contemplated by this Agreement. The Adviser agrees to promptly
     notify the Trust of the occurrence of any event that would disqualify the
     Adviser from serving as an investment adviser to an investment company. The
     Adviser is in compliance in all material respects with all applicable
     federal and state law in connection with its investment management
     operations.

          (b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
     its Form ADV as most recently filed with the Commission and will, promptly
     after filing any amendment to its Form ADV with the Commission, furnish a
     copy of such amendment(s) to the Trust. The information contained in the
     Adviser's Form ADV is accurate and complete in all material respects and
     does not omit to state any material fact necessary in order to make the
     statements made, in light of the circumstances under which they were made,
     not misleading.

          (c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and will in
     the future review, the Registration Statement, and any amendments or
     supplements thereto, the annual or semi-annual reports to shareholders,
     other reports filed with the Commission and any marketing material of the
     Funds (collectively the "Disclosure Documents") and represents and warrants
     that with respect to disclosure about the Adviser, the manner in which the
     Adviser manages the Funds or information relating directly or indirectly to
     the Adviser, such Disclosure Documents contain or will contain, as of the
     date thereof, no untrue statement of any material fact and does not omit
     any statement of material fact which was required to be stated therein or
     necessary to make the statements contained therein not misleading.

          (d) USE OF THE NAME "RYDEX". The Adviser has the right to use the name
     "Rydex" in connection with its services to the Trust and that, subject to
     the terms set forth in Section 8 of this Agreement, the Trust shall have
     the right to use the name "Rydex" in connection with the management and
     operation of the Funds. The Adviser is not aware of any threatened or
     existing actions, claims, litigation or proceedings that would adversely
     effect or prejudice the rights of the Adviser or the Trust to use the name
     "Rydex".

          (e) INSURANCE. The Adviser maintains errors and omissions insurance
     coverage in an appropriate amount and shall provide prior written notice to
     the Trust (i) of any material changes in its insurance policies or
     insurance coverage; or (ii) if any material claims will be made on its
     insurance policies. Furthermore, the Adviser shall upon reasonable request
     provide the Trust with any information it may reasonably require concerning
     the amount of or scope of such insurance.

          (f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants that
     it has no arrangement or understanding with any party, other than the
     Trust, that would

                                       6


     influence the decision of the Adviser with respect to its selection of
     securities for a Fund, and that all selections shall be done in accordance
     with what is in the best interest of the Fund.

          (g) CONFLICTS. The Adviser shall act honestly, in good faith and in
     the best interests of the Trust including requiring any of its personnel
     with knowledge of Fund activities to place the interest of the Funds first,
     ahead of their own interests, in all personal trading scenarios that may
     involve a conflict of interest with the Funds, consistent with its
     fiduciary duties under applicable law.

          (h) REPRESENTATIONS. The representations and warranties in this
     Section 7 shall be deemed to be made on the date this Agreement is executed
     and at the time of delivery of the quarterly compliance report required by
     Section 3(a), whether or not specifically referenced in such report.

     8. THE NAME "RYDEX". The Adviser grants to the Trust a sublicense to use
the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had on the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

     9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

     The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.

                                       7


     10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares of a
Fund, the Adviser will act solely as investment counsel for such clients and not
in any way on behalf of the Fund.

     11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.

     This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.

     12. DURATION AND TERMINATION.

          (a) This Agreement shall become effective as of the date executed and
     shall remain in full force and effect continually thereafter, subject to
     renewal as provided in Section 12(d) and unless terminated automatically as
     set forth in Section 11 hereof or until terminated as follows:

          (b) The Trust may cause this Agreement to terminate either (i) by vote
     of its Board or (ii) with respect to any Fund, upon the affirmative vote of
     a majority of the outstanding voting securities of the Fund; or

          (c) The Adviser may at any time terminate this Agreement by not more
     than sixty (60) days' nor less than thirty (30) days' written notice
     delivered or mailed by registered mail, postage prepaid, to the Trust; or

          (d) This Agreement shall automatically terminate two years from the
     date of its execution unless its renewal is specifically approved at least
     annually thereafter by (i) a majority vote of the Trustees, including a
     majority vote of such Trustees who are not interested persons of the Trust
     or the Adviser, at a meeting called for the purpose of voting on such
     approval; or (ii) the vote of a majority of the outstanding voting
     securities of each Fund; provided, however, that if the continuance of this
     Agreement is submitted to the shareholders of the Funds for their approval
     and such shareholders fail to approve such continuance of this Agreement as
     provided herein, the Adviser may continue to serve hereunder as to the
     Funds in a manner consistent with the 1940 Act and the rules and
     regulations thereunder; and

     Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.

                                       8


     In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of their assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance
with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.

     13. CERTAIN DEFINITIONS. For the purposes of this Agreement:

          (a) "Affirmative vote of a majority of the outstanding voting
     securities of the Fund" shall have the meaning as set forth in the 1940
     Act, subject, however, to such exemptions as may be granted by the
     Commission under the 1940 Act or any interpretations of the Commission
     staff.

          (b) "Interested persons" and "Assignment" shall have their respective
     meanings as set forth in the 1940 Act, subject, however, to such exemptions
     as may be granted by the Commission under the 1940 Act or any
     interpretations of the Commission staff.

     14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold harmless
the Trust and all affiliated persons thereof (within the meaning of Section
2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) by reason of or arising out of: (a) the Adviser being in
material violation of any applicable federal or state law, rule or regulation or
any investment policy or restriction set forth in the Funds' Registration
Statement or any written guidelines or instruction provided in writing by the
Board, (b) a Fund's failure to satisfy the diversification or source of income
requirements of Subchapter M of the Code, or (c) the Adviser's willful
misfeasance, bad faith or gross negligence generally in the performance of its
duties hereunder or its reckless disregard of its obligations and duties under
this Agreement.

     15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

     16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and

                                       9


the Trust's Declaration of Trust describe in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.

     17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state and federal, in Delaware,
with respect to any dispute under this Agreement.

     18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

     19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       10


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.

                                         RYDEX VARIABLE TRUST, on behalf of each
                                         Fund listed on Schedule A

                                         By:
                                             -----------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  President

                                         PADCO ADVISORS, INC.

                                         By:
                                            ------------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  Chief Executive Officer

                                       11


                                   SCHEDULE A

                                     TO THE

                               ADVISORY AGREEMENT

                            DATED _____, 2007 BETWEEN

                              RYDEX VARIABLE TRUST

                                       AND

                             PADCO ADVISORS II, INC.

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
----                                                      ----
Absolute Strategies Fund ................                 1.15%
Hedged Equity Fund ......................                 1.15%
Market Neutral Fund .....................                 1.15%

                                      A-1



                                   APPENDIX G

                        INVESTMENT SUB-ADVISORY AGREEMENT

     AGREEMENT made this __th day of __________, 2007, by and between PADCO
Advisors II, Inc., d/b/a Rydex Investments, a Maryland corporation (the
"Adviser"), and CLS Investment Firm, LLC, a Nebraska limited liability company
(the "Sub-Adviser").

     WHEREAS, Rydex Variable Trust, a Delaware statutory trust (the "Trust") is
an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act");

     WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated __________, 2007, as amended (the "Advisory Agreement") with the Trust,
pursuant to which the Adviser will act as the investment adviser to the separate
series of the Trust set forth therein; and

     WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser as its agent to furnish sub-investment advisory services to the
Adviser in connection with the management of the separate series of the Trust
set forth on SCHEDULE A of this Investment Sub-Advisory Agreement (each a "Fund"
and together, the "Funds"), and the Sub-Adviser is willing to render such
sub-investment advisory services.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

     1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to provide
certain sub-investment advisory services to each Fund for the period and on the
terms set forth in this Agreement (the "Sub-Advisory Agreement"). The
Sub-Adviser hereby accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.

     2. DELIVERY OF DOCUMENTS. The Sub-Adviser hereby acknowledges receipt of
properly certified or authenticated copies of each of the following:

          (a)  The Trust's Declaration of Trust and all amendments thereto or
               restatements thereof (such Declaration, as presently in effect
               and as it shall from time to time be amended or restated, is
               herein called the "Declaration of Trust");

          (b)  The Trust's By-Laws and amendments thereto;

          (c)  Resolutions of the Trust's Board of Trustees authorizing the
               appointment of the Sub-Adviser and approving this Agreement;

          (d)  The Trust's Notification of Registration on Form N-8A under the
               1940 Act as filed with the U.S. Securities and Exchange
               Commission (the "SEC") and all amendments thereto;

          (e)  The Trust's Registration Statement on Form N-1A under the
               Securities Act of 1933, as amended (the "1933 Act") and under the
               1940 Act as filed



               with the SEC and all amendments thereto insofar as such
               Registration Statement and such amendments relate to each Fund;
               and

          (f)  The Trust's most recent prospectus and Statement of Additional
               Information for each Fund (such prospectus and Statement of
               Additional Information, as presently in effect, and all
               amendments and supplements thereto are herein collectively called
               the "Prospectus").

          The Adviser will furnish the Sub-Adviser from time to time with copies
          of all amendments of or supplements to the foregoing.

     3. MANAGEMENT. Subject always to the supervision of the Trust's Board of
Trustees and the Adviser, the Sub-Adviser will furnish, direct, and administer
an investment program in respect of, and make investment and reinvestment
decisions for, all assets of each Fund and place all orders for the purchase and
sale of securities, all on behalf of each Fund. In the performance of its
duties, the Sub-Adviser will satisfy its fiduciary duties to each Fund, and will
monitor each Fund's investments, and will comply with the provisions of the
Trust's Declaration of Trust and By-Laws, as amended from time to time, any
policies or restrictions imposed by the Adviser and/or the Trust, and the stated
investment objectives, policies and restrictions of each Fund as provided in
each Fund's prospectus and statement of additional information, as amended from
time to time. The Sub-Adviser and the Adviser will each make its officers and
employees available to the other from time to time at reasonable times to review
investment policies of each Fund and to consult with each other regarding the
investment affairs of each Fund. The Sub-Adviser shall also make itself
reasonably available to the Board of Trustees at such times as the Board of
Trustees shall request.

     The Sub-Adviser represents and warrants that it is in compliance with all
applicable rules and regulations of the SEC pertaining to its investment
advisory activities and agrees that it:

          (a)  will use the same skill and care in providing such services as it
               uses in providing services to fiduciary accounts for which it has
               investment responsibilities;

          (b)  will conform with all applicable rules and regulations of the SEC
               pertaining to its investment advisory activities;

          (c)  will place orders pursuant to its investment determinations for
               each Fund either directly with the issuer or with any broker or
               dealer. In placing orders with brokers or dealers, the
               Sub-Adviser will attempt to obtain the best combination of prompt
               execution of orders in an effective manner and at the most
               favorable price consistent with its "best execution" obligation.
               Consistent with this obligation, when the execution and price
               offered by two or more brokers or dealers are comparable, the
               Sub-Adviser may, in its discretion, purchase and sell portfolio
               securities to and from brokers and dealers who provide the
               Sub-Adviser with research advice and other services (as those
               terms are defined in Section 28(e) of the Securities Act of
               1934). In no instance will portfolio securities be purchased from
               or

                                       2


               sold to the Adviser, the Sub-Adviser, Rydex Distributors, Inc. or
               any affiliated person of either the Trust, the Adviser, the
               Sub-Adviser or Rydex Distributors, Inc., except as may be
               permitted under the 1940 Act;

          (d)  will report regularly to the Adviser and will make appropriate
               persons available for the purpose of reviewing at reasonable
               times with representatives of the Adviser and the Board of
               Trustees the management of each Fund, including, without
               limitation, review of the general investment strategy of each
               Fund, the performance of each Fund in relation to standard
               industry indices, interest rate considerations and general
               conditions affecting the marketplace and will provide various
               other reports from time to time as reasonably requested by the
               Adviser;

          (e)  will maintain books and records required to be maintained by Rule
               31a-3 under the 1940 Act with respect to the Trust's securities
               transactions and will furnish the Adviser and the Trust's Board
               of Trustees such periodic and special reports as the Board of
               Trustees or the Adviser may request;

          (f)  will act upon instructions from the Adviser not inconsistent with
               the fiduciary duties hereunder; and

          (g)  will treat confidentially and as proprietary information of the
               Trust all such records and other information relative to the
               Trust maintained by the Sub-Adviser, and will not use such
               records and information for any purpose other than performance of
               its responsibilities and duties hereunder, except after prior
               notification to and approval in writing by the Trust, which
               approval shall not be unreasonably withheld and may not be
               withheld where the Sub-Adviser may be exposed to civil or
               criminal contempt proceedings for failure to comply, when
               requested to divulge such information by duly constituted
               authorities, or when so requested by the Trust.

     4. PROXY VOTING; CORPORATE ACTIONS. The Sub-Adviser shall execute and
deliver, or cause its nominee to execute and deliver, all proxy votes, notices
of meetings and other notices affecting or relating to the securities of each
Fund during the term of this Sub-Advisory Agreement. The Sub-Adviser shall
maintain and preserve written proxy voting procedures, and shall provide a copy
of such voting procedures, along with a record of its actual proxy votes
relating to the securities of each Fund, to the Adviser or the Trust upon
request. The Adviser and Sub-Adviser understand that the Funds may pursue their
investment objectives by investing in other investment companies that are not
affiliated "underlying funds" and specific proxy rules are applicable under the
1940 Act to this type of relationship. In particular, the Sub-Adviser will vote
all proxies received from the underlying funds in the same proportion that all
shares of the underlying funds are voted, or in accordance with instructions
received from Fund shareholders, pursuant to Section 12(d)(1)(F) of the 1940
Act. Beginning July 1, 2003, the Sub-Adviser shall maintain records regarding
proxy voting on behalf of the Funds in order that the Funds may complete the
annual Form N-PX filing.

                                       3


     5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for each Fund, on behalf of the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any of such records upon
the Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.

     6. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Sub-Advisory Agreement.

     7. COMPENSATION. For the services to be provided by the Sub-Adviser
pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee
paid at the rate specified on SCHEDULE A, which is attached hereto and made part
of this Agreement. The fee will be calculated based on the average daily net
asset value of the assets under the Sub-Adviser's management. This fee will be
paid at least quarterly. Except as may otherwise be prohibited by law or
regulation (including any then current SEC staff interpretation), the
Sub-Adviser may, in its discretion and from time to time, waive a portion of its
fee. The Sub-Adviser shall not be responsible for expenses and costs of a Fund's
operations payable by a Fund or the Adviser.

     8. SERVICES TO OTHERS. The Adviser understands, and has advised the Trust's
Board of Trustees, that the Sub-Adviser now acts, and may in the future act, as
an investment adviser and fiduciary to other managed accounts, and as investment
adviser, sub-investment adviser, and/or administrator to other investment
companies. The Adviser has no objection to the Sub-Adviser's acting in such
capacities, provided that the Sub-Adviser furnishes adequate disclosure of such
possible conflicts of interest and implements procedures designed to mitigate or
eliminate such conflicts. For example, whenever a Fund and one or more other
investment companies advised by the Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed by the Sub-Adviser to be equitable to each
company. The Adviser recognizes, and has advised the Trust's Board of Trustees,
that in some cases the Sub-Adviser's procedures may adversely affect the size of
the position that each Fund may obtain in a particular security. In addition,
the Adviser understands, and has advised the Trust's Board of Trustees, that the
persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under
this Sub-Advisory Agreement will not devote their full time to such service and
nothing contained in this Sub-Advisory Agreement will be deemed to limit or
restrict the right of the Sub-Adviser or any of its affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.

     9. STANDARD OF CARE. Each of the Adviser and Sub-Adviser shall discharge
its duties under this Sub-Advisory Agreement with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The parties recognize that
the opinions, recommendations and actions of the Sub-Adviser will be based on
advice and information deemed to be reliable but not guaranteed by or to the
Sub-Adviser.

                                       4


     10. INDEMNIFICATION. Each of the Adviser and Sub-Adviser agrees to
indemnify each other against any claim, loss or liability (including reasonable
attorney's fees) arising as a result of the failure to meet the standard of care
set forth in the first sentence of Paragraph 9 hereof. Notwithstanding the
generality of the foregoing, the Adviser and Sub-Adviser each further agrees to
indemnify each other against any claim, loss or liability (including reasonable
attorney's fees) arising or as a result of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligation and duties hereunder. The federal securities laws
impose liabilities under certain circumstances on persons who act in good faith,
and therefore nothing herein shall in any way constitute a waiver or limitation
of any rights which each party may have against the other under any federal
securities laws based on negligence and which cannot be modified in advance by
contract.

     11. DURATION AND TERMINATION. This Sub-Advisory Agreement will become
effective as of the date hereof provided that it has been approved by vote of a
majority of the outstanding voting securities of each Fund in accordance with
the requirements under the 1940 Act, and, unless sooner terminated as provided
herein, will continue in effect for two years.

     Thereafter, if not terminated, this Sub-Advisory Agreement will continue in
effect for each Fund for successive periods of 12 months, each ending on the day
preceding the anniversary of the Sub-Advisory Agreement's effective date of each
year, provided that such continuation is specifically approved at least annually
(a) by the vote of a majority of those members of the Trust's Board of Trustees
who are not interested persons of the Trust, the Sub-Adviser, or the Adviser,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the vote of a majority of the Trust's Board of Trustees or by the
vote of a majority of all votes attributable to the outstanding shares of each
Fund. Notwithstanding the foregoing, this Sub-Advisory Agreement may be
terminated as to each Fund at any time, without the payment of any penalty, on
sixty (60) days' written notice by the Adviser or by the Sub-Adviser. This
Sub-Advisory Agreement will immediately terminate in the event of its
assignment. (As used in this Sub-Advisory Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" have the
same meaning of such terms ascribed in the 1940 Act.)

     This Agreement will terminate automatically if the investment advisory
agreement between the Trust and the Adviser is terminated.

     12. AMENDMENT OF THIS AGREEMENT. No provision of this Sub-Advisory
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.

     13. MULTIPLE ORIGINALS. This Sub-Advisory Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
document.

     14. CUSTODY. All securities and other assets of each Fund shall be
maintained with a custodian designated by the Adviser. The Sub-Adviser shall
have no responsibility or liability with respect to any custodial function.

                                       5


     15. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and will be governed by the internal laws of the state of
Delaware. The Sub-Adviser shall notify the Adviser of any changes in its
officers and directors within a reasonable time.

     16. LIMITATION OF LIABILITY. The names "Rydex Variable Trust" and "Trustees
of the Rydex Variable Trust" refer respectively to the Trust created by, and the
Trustees, as trustees but not individually or personally, acting from time to
time under, the Declaration of Trust, to which reference is hereby made and a
copy of which is on file at the office of the Secretary of State of the State of
Delaware and elsewhere as required by law, and to any and all amendments thereto
so filed or hereafter filed. The obligations of the Trust entered in the name or
on behalf thereof by any of the Trustees, representatives or agents are made not
individually but only in such capacities and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Trust. Persons dealing with each Fund must look solely to the
assets of the Trust belonging to each Fund for the enforcement of any claims
against the Trust.

                                       6


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

                                    PADCO ADVISORS II, INC.

                                    By:
                                        ----------------------------------------

                                    Name:
                                          --------------------------------------

                                    Title:
                                           -------------------------------------


                                    CLS INVESTMENT FIRM, LLC

                                    By:
                                        ----------------------------------------

                                    Name:
                                          --------------------------------------

                                    Title:
                                           -------------------------------------

                                       7


                                   SCHEDULE A

                                     TO THE

                        INVESTMENT SUB-ADVISORY AGREEMENT

                                DATED ____, 2007

                                     BETWEEN

                             PADCO ADVISORS II, INC.

                                       AND

                            CLS INVESTMENT FIRM, LLC

Pursuant to Section 7 of this Investment Sub-Advisory Agreement, the Adviser
shall pay the Sub-Adviser compensation at an annual rate as follows:

Amerigo Fund:                                                             0.40%
Clermont Fund:                                                            0.40%
Berolina Fund:                                                            0.40%

Should either of the aforementioned Funds not average $10,000,000 in assets over
a quarter, the Sub-Adviser will not receive compensation for assets in that Fund
for that specific quarter.

                                       8



                                   APPENDIX H

                               ADVISORY AGREEMENT

     ADVISORY AGREEMENT made as of this __th day of __________, 2007 by and
between RYDEX ETF TRUST (the "Trust"), a Delaware statutory trust registered as
an investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and PADCO ADVISORS II, INC., a Maryland corporation with its
principal place of business at 9601 Blackwell Road, Suite 500, Rockville,
Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

     WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:

     1. THE ADVISER'S SERVICES.

          (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall
     act as investment adviser with respect to the Funds. In such capacity, the
     Adviser shall, subject to the supervision of the Board, regularly provide
     the Funds with investment research, advice and supervision and shall
     furnish continuously an investment program for the Funds, consistent with
     the respective investment objectives and policies of each Fund. The Adviser
     shall determine, from time to time, what securities shall be purchased for
     the Funds, what securities shall be held or sold by the Funds and what
     portion of the Funds' assets shall be held uninvested in cash, subject
     always to the provisions of the Trust's Agreement and Declaration of Trust,
     By-Laws and its registration statement on Form N-1A (the "Registration
     Statement") under the 1940 Act, and under the Securities Act of 1933, as
     amended (the "1933 Act"), covering Fund shares, as filed with the U.S.
     Securities and Exchange Commission (the "Commission"), and to the
     investment objectives, policies and restrictions of the Funds, as each of
     the same shall be from time to time in effect. To carry out such
     obligations, the Adviser shall exercise full discretion and act for the
     Funds in the same manner and with the same force and effect as the Funds
     themselves might or could do with respect to purchases, sales or other
     transactions, as well as with respect to all other such things necessary or
     incidental to the furtherance or conduct of such purchases, sales or other
     transactions. No reference in this Agreement to the Adviser having full
     discretionary authority over each Fund's investments shall in any way limit
     the right of the Board, in its sole discretion, to establish or revise
     policies in connection with the management of a Fund's assets or to
     otherwise exercise its right to control the overall management of a Fund.

                                       1


          (b) COMPLIANCE. The Adviser agrees to comply with the requirements of
     the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
     1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
     the Commodity Exchange Act and the respective rules and regulations
     thereunder, as applicable, as well as with all other applicable federal and
     state laws, rules, regulations and case law that relate to the services and
     relationships described hereunder and to the conduct of its business as a
     registered investment adviser. The Adviser also agrees to comply with the
     objectives, policies and restrictions set forth in the Registration
     Statement, as amended or supplemented, of the Funds, and with any policies,
     guidelines, instructions and procedures approved by the Board and provided
     to the Adviser. In selecting each Fund's portfolio securities and
     performing the Adviser's obligations hereunder, the Adviser shall cause the
     Fund to comply with the diversification and source of income requirements
     of Subchapter M of the Internal Revenue Code of 1986, as amended (the
     "Code"), for qualification as a regulated investment company. The Adviser
     shall maintain compliance procedures that it reasonably believes are
     adequate to ensure its compliance with the foregoing. No supervisory
     activity undertaken by the Board shall limit the Adviser's full
     responsibility for any of the foregoing.

          (c) PROXY VOTING. The Board has the authority to determine how proxies
     with respect to securities that are held by the Funds shall be voted, and
     the Board has initially determined to delegate the authority and
     responsibility to vote proxies for the Funds' securities to the Adviser. So
     long as proxy voting authority for the Funds has been delegated to the
     Adviser, the Adviser shall exercise its proxy voting responsibilities. The
     Adviser shall carry out such responsibility in accordance with any
     instructions that the Board shall provide from time to time, and at all
     times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
     its fiduciary responsibilities to the Trust. The Adviser shall provide
     periodic reports and keep records relating to proxy voting as the Board may
     reasonably request or as may be necessary for the Funds to comply with the
     1940 Act and other applicable law. Any such delegation of proxy voting
     responsibility to the Adviser may be revoked or modified by the Board at
     any time.

          (d) RECORDKEEPING. The Adviser shall not be responsible for the
     provision of administrative, bookkeeping or accounting services to the
     Funds, except as otherwise provided herein or as may be necessary for the
     Adviser to supply to the Trust or its Board the information required to be
     supplied under this Agreement.

          The Adviser shall maintain separate books and detailed records of all
     matters pertaining to Fund assets advised by the Adviser required by Rule
     31a-1 under the 1940 Act (other than those records being maintained by any
     administrator, custodian or transfer agent appointed by the Funds) relating
     to its responsibilities provided hereunder with respect to the Funds, and
     shall preserve such records for the periods and in a manner prescribed
     therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
     The Fund Books and Records shall be available to the Board at any time upon
     request, shall be delivered to the Trust upon the termination of this
     Agreement and shall be available without delay during any day the Trust is
     open for business.

                                       2


          (e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
     regular reports regarding Fund holdings, and shall, on its own initiative,
     furnish the Trust and its Board from time to time with whatever information
     the Adviser believes is appropriate for this purpose. The Adviser agrees to
     immediately notify the Trust if the Adviser reasonably believes that the
     value of any security held by a Fund may not reflect fair value. The
     Adviser agrees to provide any pricing information of which the Adviser is
     aware to the Trust, its Board and/or any Fund pricing agent to assist in
     the determination of the fair value of any Fund holdings for which market
     quotations are not readily available or as otherwise required in accordance
     with the 1940 Act or the Trust's valuation procedures for the purpose of
     calculating the Fund net asset value in accordance with procedures and
     methods established by the Board.

          (f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
     cooperate with and provide reasonable assistance to the Trust, any Trust
     custodian or foreign sub-custodians, any Trust pricing agents and all other
     agents and representatives of the Trust, such information with respect to
     the Funds as they may reasonably request from time to time in the
     performance of their obligations, provide prompt responses to reasonable
     requests made by such persons and establish appropriate interfaces with
     each so as to promote the efficient exchange of information and compliance
     with applicable laws and regulations.

     2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.

     3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.

          (a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
     notify the Trust immediately upon detection of (i) any material failure to
     manage any Fund in accordance with its investment objectives and policies
     or any applicable law; or (ii) any material breach of the Funds' or the
     Adviser's policies, guidelines or procedures. In addition, the Adviser
     shall provide a quarterly report regarding each Fund's compliance with its
     investment objectives and policies, applicable law, including, but not
     limited to the 1940 Act and Subchapter M of the Code, and the Fund's
     policies, guidelines or

                                       3


     procedures as applicable to the Adviser's obligations under this Agreement.
     The Adviser agrees to correct any such failure promptly and to take any
     action that the Board may reasonably request in connection with any such
     breach. Upon request, the Adviser shall also provide the officers of the
     Trust with supporting certifications in connection with such certifications
     of Fund financial statements and disclosure controls pursuant to the
     Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event
     (i) the Adviser is served or otherwise receives notice of any action, suit,
     proceeding, inquiry or investigation, at law or in equity, before or by any
     court, public board, or body, involving the affairs of the Trust (excluding
     class action suits in which a Fund is a member of the plaintiff class by
     reason of the Fund's ownership of shares in the defendant) or the
     compliance by the Adviser with the federal or state securities laws or (ii)
     an actual change in control of the Adviser resulting in an "assignment" (as
     defined in the 1940 Act) has occurred or is otherwise proposed to occur.

          (b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the
     Trust with any information reasonably requested regarding its management of
     the Funds required for any meeting of the Board, or for any shareholder
     report, amended registration statement, proxy statement, or prospectus
     supplement to be filed by the Trust with the Commission. The Adviser will
     make its officers and employees available to meet with the Board from time
     to time on due notice to review its investment management services to the
     Funds in light of current and prospective economic and market conditions
     and shall furnish to the Board such information as may reasonably be
     necessary in order for the Board to evaluate this Agreement or any proposed
     amendments thereto.

          (c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
     such information concerning portfolio transactions as may be necessary to
     enable the Trust or its designated agent to perform such compliance testing
     on the Funds and the Adviser's services as the Trust may, in its sole
     discretion, determine to be appropriate. The provision of such information
     by the Adviser to the Trust or its designated agent in no way relieves the
     Adviser of its own responsibilities under this Agreement.

     4. BROKERAGE.

          (a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
     securities for the account of a Fund, neither the Adviser nor any of its
     directors, officers or employees will act as a principal or agent or
     receive any commission except as permitted by the 1940 Act.

          (b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
     all orders for the purchase and sale of securities for a Fund's account
     with brokers or dealers selected by the Adviser. In the selection of such
     brokers or dealers and the placing of such orders, the Adviser is directed
     at all times to seek for the Fund the most favorable execution and net
     price available under the circumstances. It is also understood that it is
     desirable for the Fund that the Adviser have access to brokerage and
     research services provided by brokers who may execute brokerage
     transactions at a higher cost to the Fund

                                       4


     than may result when allocating brokerage to other brokers, consistent with
     section 28(e) of the 1934 Act and any Commission staff interpretations
     thereof. Therefore, the Adviser is authorized to place orders for the
     purchase and sale of securities for a Fund with such brokers, subject to
     review by the Board from time to time with respect to the extent and
     continuation of this practice. It is understood that the services provided
     by such brokers may be useful to the Adviser in connection with its or its
     affiliates' services to other clients.

          (c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
     purchase or sale of a security to be in the best interest of a Fund as well
     as other clients of the Adviser, the Adviser may, to the extent permitted
     by applicable law and regulations, aggregate the order for securities to be
     sold or purchased. In such event, the Adviser will allocate securities or
     futures contracts so purchased or sold, as well as the expenses incurred in
     the transaction, in the manner the Adviser reasonably considers to be
     equitable and consistent with its fiduciary obligations to the Fund and to
     such other clients under the circumstances.

          (d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act
     as broker in connection with the purchase or sale of securities or other
     investments for a Fund, subject to: (a) the requirement that the Adviser
     seek to obtain best execution and price within the policy guidelines
     determined by the Board and set forth in the Fund's current prospectus and
     SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
     Act; (d) the provisions of the 1934 Act; and (e) other provisions of
     applicable law. These brokerage services are not within the scope of the
     duties of the Adviser under this Agreement. Subject to the requirements of
     applicable law and any procedures adopted by the Board, the Adviser or its
     affiliates may receive brokerage commissions, fees or other remuneration
     from a Fund for these services in addition to the Adviser's fees for
     services under this Agreement.

     5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of a Fund.

     6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs
of providing services hereunder. The Adviser agrees to pay all expenses incurred
by the Trust except for interest, taxes, brokerage and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, extraordinary expenses, and distribution fees and expenses paid by
the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the
1940 Act.

     7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) PROPERLY REGISTERED. The Adviser is registered as an investment
     adviser under the Advisers Act, and will remain so registered for the
     duration of this Agreement. The Adviser is not prohibited by the Advisers
     Act or the 1940 Act from performing the services contemplated by this
     Agreement, and to the best knowledge of the Adviser, there is no proceeding
     or investigation that is reasonably likely to result in the Adviser being

                                       5


     prohibited from performing the services contemplated by this Agreement. The
     Adviser agrees to promptly notify the Trust of the occurrence of any event
     that would disqualify the Adviser from serving as an investment adviser to
     an investment company. The Adviser is in compliance in all material
     respects with all applicable federal and state law in connection with its
     investment management operations.

          (b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
     its Form ADV as most recently filed with the Commission and will, promptly
     after filing any amendment to its Form ADV with the Commission, furnish a
     copy of such amendment(s) to the Trust. The information contained in the
     Adviser's Form ADV is accurate and complete in all material respects and
     does not omit to state any material fact necessary in order to make the
     statements made, in light of the circumstances under which they were made,
     not misleading.

          (c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and will in
     the future review, the Registration Statement, and any amendments or
     supplements thereto, the annual or semi-annual reports to shareholders,
     other reports filed with the Commission and any marketing material of the
     Funds (collectively the "Disclosure Documents") and represents and warrants
     that with respect to disclosure about the Adviser, the manner in which the
     Adviser manages the Funds or information relating directly or indirectly to
     the Adviser, such Disclosure Documents contain or will contain, as of the
     date thereof, no untrue statement of any material fact and does not omit
     any statement of material fact which was required to be stated therein or
     necessary to make the statements contained therein not misleading.

          (d) USE OF THE NAME "RYDEX". The Adviser has the right to use the name
     "Rydex" in connection with its services to the Trust and that, subject to
     the terms set forth in Section 8 of this Agreement, the Trust shall have
     the right to use the name "Rydex" in connection with the management and
     operation of the Funds. The Adviser is not aware of any threatened or
     existing actions, claims, litigation or proceedings that would adversely
     effect or prejudice the rights of the Adviser or the Trust to use the name
     "Rydex".

          (e) INSURANCE. The Adviser maintains errors and omissions insurance
     coverage in an appropriate amount and shall provide prior written notice to
     the Trust (i) of any material changes in its insurance policies or
     insurance coverage; or (ii) if any material claims will be made on its
     insurance policies. Furthermore, the Adviser shall upon reasonable request
     provide the Trust with any information it may reasonably require concerning
     the amount of or scope of such insurance.

          (f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants that
     it has no arrangement or understanding with any party, other than the
     Trust, that would influence the decision of the Adviser with respect to its
     selection of securities for a Fund, and that all selections shall be done
     in accordance with what is in the best interest of the Fund.

                                       6


          (g) CONFLICTS. The Adviser shall act honestly, in good faith and in
     the best interests of the Trust including requiring any of its personnel
     with knowledge of Fund activities to place the interest of the Funds first,
     ahead of their own interests, in all personal trading scenarios that may
     involve a conflict of interest with the Funds, consistent with its
     fiduciary duties under applicable law.

          (h) REPRESENTATIONS. The representations and warranties in this
     Section 7 shall be deemed to be made on the date this Agreement is executed
     and at the time of delivery of the quarterly compliance report required by
     Section 3(a), whether or not specifically referenced in such report.

     8. THE NAME "RYDEX". The Adviser grants to the Trust a sublicense to use
the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

     9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

     The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.

     10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any

                                       7


occasion should arise in which the Adviser gives any advice to its clients
concerning the shares of a Fund, the Adviser will act solely as investment
counsel for such clients and not in any way on behalf of the Fund.

     11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.

     This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.

     12. DURATION AND TERMINATION.

          (a) This Agreement shall become effective as of the date executed and
     shall remain in full force and effect continually thereafter, subject to
     renewal as provided in Section 12(d) and unless terminated automatically as
     set forth in Section 11 hereof or until terminated as follows:

          (b) The Trust may cause this Agreement to terminate either (i) by vote
     of its Board or (ii) with respect to any Fund, upon the affirmative vote of
     a majority of the outstanding voting securities of the Fund; or

          (c) The Adviser may at any time terminate this Agreement by not more
     than sixty (60) days' nor less than thirty (30) days' written notice
     delivered or mailed by registered mail, postage prepaid, to the Trust; or

          (d) This Agreement shall automatically terminate two years from the
     date of its execution unless its renewal is specifically approved at least
     annually thereafter by (i) a majority vote of the Trustees, including a
     majority vote of such Trustees who are not interested persons of the Trust
     or the Adviser, at a meeting called for the purpose of voting on such
     approval; or (ii) the vote of a majority of the outstanding voting
     securities of each Fund; provided, however, that if the continuance of this
     Agreement is submitted to the shareholders of the Funds for their approval
     and such shareholders fail to approve such continuance of this Agreement as
     provided herein, the Adviser may continue to serve hereunder as to the
     Funds in a manner consistent with the 1940 Act and the rules and
     regulations thereunder; and

     Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.

     In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of their assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the

                                       8


Adviser shall deliver the Fund Books and Records to the Trust by such means and
in accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.

     13. CERTAIN DEFINITIONS. For the purposes of this Agreement:

          (a) "Affirmative vote of a majority of the outstanding voting
     securities of the Fund" shall have the meaning as set forth in the 1940
     Act, subject, however, to such exemptions as may be granted by the
     Commission under the 1940 Act or any interpretations of the Commission
     staff.

          (b) "Interested persons" and "Assignment" shall have their respective
     meanings as set forth in the 1940 Act, subject, however, to such exemptions
     as may be granted by the Commission under the 1940 Act or any
     interpretations of the Commission staff.

     14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold harmless
the Trust and all affiliated persons thereof (within the meaning of Section
2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) by reason of or arising out of: (a) the Adviser being in
material violation of any applicable federal or state law, rule or regulation or
any investment policy or restriction set forth in the Funds' Registration
Statement or any written guidelines or instruction provided in writing by the
Board, (b) a Fund's failure to satisfy the diversification or source of income
requirements of Subchapter M of the Code, or (c) the Adviser's willful
misfeasance, bad faith or gross negligence generally in the performance of its
duties hereunder or its reckless disregard of its obligations and duties under
this Agreement.

     15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

     16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and the Trust's Agreement and Declaration of Trust describe
in detail the respective responsibilities and limitations on liability of the
Trustees, officers, and holders of shares of beneficial interest.

     17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state and/or federal, in Delaware,
with respect to any dispute under this Agreement.

                                       9


     18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

     19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       10


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.

                                         RYDEX ETF TRUST, on behalf of each
                                         Fund listed on Schedule A

                                         By:
                                             -----------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  President

                                         PADCO ADVISORS, INC.

                                         By:
                                            ------------------------------------
                                               Name:   Carl G. Verboncoeur
                                               Title:  Chief Executive Officer

                                       11


                                   SCHEDULE A

                                     TO THE

                               ADVISORY AGREEMENT

                            DATED ____, 2007 BETWEEN

                                 RYDEX ETF TRUST

                                       AND

                             PADCO ADVISORS II, INC.

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
--------------------------------------------------------------------------------
Rydex S&P Equal Weight ETF                                                 0.40%
--------------------------------------------------------------------------------
Rydex Russell Top 50 ETF                                                   0.20%
--------------------------------------------------------------------------------
Rydex S&P 500 Pure Growth ETF                                              0.35%
--------------------------------------------------------------------------------
Rydex S&P 500 Pure Value ETF                                               0.35%
--------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Growth ETF                                       0.35%
--------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Value ETF                                        0.35%
--------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Growth ETF                                     0.35%
--------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Value ETF                                      0.35%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer Discretionary ETF                          0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Consumer Staples ETF                                0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Energy ETF                                          0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Financial ETF                                       0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Health Care ETF                                     0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Industrial ETF                                      0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Materials ETF                                       0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Technology ETF                                      0.50%
--------------------------------------------------------------------------------
Rydex S&P Equal Weight Utilities ETF                                       0.50%
--------------------------------------------------------------------------------
Rydex S&P 500 2x Strategy ETF                                              0.70%
--------------------------------------------------------------------------------
Rydex Inverse S&P 500 Strategy ETF                                         0.70%
--------------------------------------------------------------------------------
Rydex Inverse S&P 500 2x Strategy ETF                                      0.70%
--------------------------------------------------------------------------------
Rydex S&P MidCap 400 2x Strategy ETF                                       0.70%
--------------------------------------------------------------------------------
Rydex Inverse S&P MidCap 400 Straetgy ETF                                  0.70%
--------------------------------------------------------------------------------
Rydex Inverse S&P MidCap 400 2x Strategy ETF                               0.70%
--------------------------------------------------------------------------------
Rydex S&P SmallCap 600 2x Strategy ETF                                     0.70%
--------------------------------------------------------------------------------
Rydex Inverse S&P SmallCap 600 Strategy ETF                                0.70%
--------------------------------------------------------------------------------
Rydex Inverse S&P SmallCap 600 2x Strategy ETF                             0.70%
--------------------------------------------------------------------------------
Rydex NASDAQ 100 2x Strategy ETF                                           0.70%
--------------------------------------------------------------------------------
Rydex Inverse NASDAQ 100 Strategy ETF                                      0.70%
--------------------------------------------------------------------------------
Rydex Inverse NASDAQ 100 2x Strategy ETF                                   0.70%
--------------------------------------------------------------------------------
Rydex Russell 2000(R) 2x Strategy ETF                                      0.70%
--------------------------------------------------------------------------------
Rydex Inverse Russell 2000(R) Strategy ETF                                 0.70%
--------------------------------------------------------------------------------

                                      A-1

--------------------------------------------------------------------------------
FUND                                                                        RATE
--------------------------------------------------------------------------------
Rydex Inverse Russell 2000(R) 2x Strategy ETF                              0.70%
--------------------------------------------------------------------------------
Rydex Russell 1000(R) 2x Strategy ETF                                      0.70%
--------------------------------------------------------------------------------
Rydex Inverse Russell 1000(R) Strategy ETF                                 0.70%
--------------------------------------------------------------------------------
Rydex Inverse Russell 1000(R) 2x Strategy ETF                              0.70%
--------------------------------------------------------------------------------
Rydex NASDAQ Biotech 2x Strategy ETF                                       0.70%
--------------------------------------------------------------------------------
Rydex Inverse NASDAQ Biotech Strategy ETF                                  0.70%
--------------------------------------------------------------------------------
Rydex Inverse NASDAQ Biotech 2x Strategy ETF                               0.70%
--------------------------------------------------------------------------------

                                      A-2



                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS
                              RYDEX VARIABLE TRUST
                                 RYDEX ETF TRUST

                                 [NAME OF FUNDS]

                       SPECIAL MEETING OF THE SHAREHOLDERS


                  PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
               THE SPECIAL MEETING OF SHAREHOLDERS, TO BE HELD ON

                                 OCTOBER 4, 2007

The undersigned  hereby appoints Joanna Haigney,  Nick Bonos and Mike Byrum, and
each of them  individually,  with  power to act  without  the other and with the
right of substitution in each, the proxies of the undersigned to vote all shares
of the above-referenced Funds (the "Funds") held by the undersigned on August 6,
2007,  at the  Meeting,  to be held at the  offices of Rydex  Investments,  9601
Blackwell Road, Suite 500, Rockville,  MD 20850 at 4:30 p.m. Eastern Time and at
any adjournment(s) or postponement(s)  thereof,  with all powers the undersigned
would possess if present in person.  All previous  proxies given with respect to
the Meeting are revoked.  The undersigned  acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated __________, 2007.

Please refer to the Proxy  Statement for a discussion of each of these  matters.
As to any other matter,  the Proxies  shall vote in  accordance  with their best
judgment.  THE BOARD OF  TRUSTEES  RECOMMENDS  A VOTE FOR EACH OF THE  FOLLOWING
PROPOSALS:

1. The approval of a new  investment  advisory  agreement  between  Rydex Series
Funds and PADCO  Advisors,  Inc.  (Rydex  Series  Funds:  All Funds  except  the
Absolute Return Strategies Fund and Hedged Equity Fund):

 ____FOR  ____AGAINST      ____ABSTAIN

1(a). The approval of a new investment  advisory  agreement between Rydex Series
Funds and PADCO Advisors,  Inc. (Rydex Series Funds:  Absolute Return Strategies
Fund Hedged Equity Fund):

____FOR  ____AGAINST      ____ABSTAIN

2. The approval of a new  investment  advisory  agreement  between Rydex Dynamic
Funds and PADCO Advisors, Inc. (Rydex Dynamic Funds: All Funds):

____FOR  ____AGAINST      ____ABSTAIN

3. The approval of a new investment  advisory  agreement  between Rydex Variable
Trust and PADCO Advisors II, Inc. (Rydex  Variable  Trust:  All Funds except the
Absolute Return Strategies Fund and Hedged Equity Fund):

____FOR  ____AGAINST      ____ABSTAIN

3(a). The approval of a new investment advisory agreement between Rydex Variable
Trust and PADCO  Advisors  II,  Inc.  (Rydex  Variable  Trust:  Absolute  Return
Strategies Fund Hedged Equity Fund):

____FOR  ____AGAINST      ____ABSTAIN

3(b).  The approval of a new  investment  sub-advisory  agreement  between PADCO
Advisors  II, Inc. and CLS  Investment  Firm,  LLC (Rydex  Variable  Trust:  CLS
AdvisorOne  Amerigo Fund,  CLS  AdvisorOne  Clermont  Fund,  and CLS  AdvisorOne
Berolina Fund):

____FOR  ____AGAINST      ____ABSTAIN

4. The approval of a new investment  advisory  agreement between Rydex ETF Trust
and PADCO Advisors II, Inc. (Rydex ETF Trust: All Funds):

____FOR  ____AGAINST      ____ABSTAIN

THIS PROXY WILL,  WHEN  PROPERLY  EXECUTED,  BE VOTED AS DIRECTED  HEREIN BY THE
SIGNING  SHAREHOLDER.  IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED  PROXY IS
RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL BE VOTED
IN THE APPOINTED  PROXIES'  DISCRETION  UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.

The undersigned  acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the proxy statement.  Your signature(s) on this proxy should
be exactly as your name(s) appear on this proxy. If the shares are held jointly,
each   holder   should   sign   this   proxy.   Attorneys-in-fact,    executors,
administrators,  trustees  or  guardians  should  indicate  the full  title  and
capacity in which they are signing.

Dated: _________________, 2007

                                                --------------------------------
                                                        Signature of Shareholder


                                                --------------------------------
                                                        Signature (Joint owners)




                                      F-ii