DEFA14A 1 g43288_defa14a.txt G43288_DEFA14A.TXT RYDEX INVESTMENTS ESSENTIAL FOR MODERN MARKETS(R) October 5, 2007 NOTICE OF ADJOURNMENT OF THE SPECIAL JOINT MEETING OF SHAREHOLDERS Dear Valued Shareholder, WE NEED YOUR HELP. The October 4, 2007 special joint meeting of shareholders has been adjourned to November 1, 2007 for the purpose of voting on the proposals described in the Proxy Statement dated September 6, 2007. The meeting, as adjourned, will reconvene at the office of Rydex Investments, 9601 Blackwell Road, Rockville, Maryland 20850, on Thursday, November 1, 2007 at 4:30 p.m. Eastern Time. WE ARE WRITING TO YOU BECAUSE OUR RECORDS INDICATE THAT YOU ARE AMONG THE SHAREHOLDERS WHO HAVE NOT YET CAST THEIR PROXY VOTE FOR THIS MEETING. It is critical that we receive sufficient shareholder participation. Please help us. We need your proxy vote, no matter how many shares you own. By voting your shares today you will help us avoid another adjournment of this meeting. An additional copy of your proxy card is enclosed with this letter. More information regarding this meeting can be found in the proxy statement, which was previously mailed to you. If you need another copy of the proxy statement, have any proxy related questions, or want to vote your proxy by phone, please call 877.256.6082 for assistance. I thank you in advance for your help with this matter. RYDEX INVESTMENTS has made it very easy for you to vote. CHOOSE ONE OF THE FOLLOWING METHODS: SPEAK to a live Proxy Specialist by calling our toll-free proxy hotline at 877.256.6082. We can answer any of your questions and record your vote. Representatives are available to record your vote Monday through Friday 9:30 a.m. to 9 p.m. Eastern Time and between 10 a.m. and 6 p.m. Eastern Time on Saturday. LOG ON to the website noted on your proxy card, enter the control number printed on the card and vote by following the on-screen prompts. CALL the phone number on the proxy card, enter the control number printed on the card and follow the touchtone prompts. MAIL IN your signed proxy card in the envelope provided. Please allow enough time for your vote to be received by November 1, 2007. Sincerely, /s/Carl G. Verboncoeur -------------------------------------------------------- President and Chief Executive Officer, Rydex Investments [LOGO] RYDEX INVESTMENTS ESSENTIAL FOR MODERN MARKETS(TM)

[LOGO] RYDEXINVESTMENTS ESSENTIAL FOR MODERN MARKETS(TM) ---- --------------------------------- ----------------------------- ------------------------------ VOTING VIA THE TELEPHONE VOTING VIA THE INTERNET VOTING VIA THE MAIL o Read the Proxy Statement and o Read the Proxy Statement o Read the Proxy Statement. ---- have the Proxy Card at hand. and have the Proxy Card at o Check the appropriate STOP o Call toll-free 1-888-221-0697. hand. boxes on the reverse side. ---- o Follow the recorded o Log on to WWW.PROXYWEB.COM o Sign, date and return the instructions. o Follow the on-line Proxy Card in the envelope instructions. provided. ---- --------------------------------- ----------------------------- ------------------------------ ----------------------- IF YOU VOTE BY INTERNET OR TELEPHONE, PLEASE DO NOT MAIL YOUR CARD. 999 999 999 999 99 <-- ----------------------- RYDEX SERIES FUNDS RYDEX DYNAMIC FUNDS FUND/TRUST NAME PRINTS HERE PROXY FOR SPECIAL JOINT MEETING OF SHAREHOLDERS ON OCTOBER 4, 2007 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Joanna Haigney and Michael Byrum, or either of them, proxy, with full power of substitution, to represent and vote, as designated on the reverse side, all shares of stock the undersigned is entitled to vote at the Special Joint Meeting of Shareholders of Rydex Funds, to be held at the offices of Rydex Investments, 9601 Blackwell Road, Suite 500, Rockville, MD 20850 on Thursday, October 4, 2007 at 4:30 p.m. Eastern Time, or at any adjournment thereof, with respect to the matters set forth on the reverse and described in the accompanying Notice of Special Joint Meeting and Proxy Statement, receipt of which is hereby acknowledged. | | DATED: __________________, 2007 ----------------------------------------------------- ----------------------------------------------------- Signature(s) (SIGN IN THE BOX) (Please sign exactly as name appears at left) (If stock is owned by more than one person, all owners should sign. Persons signing as executors, administrators, trustees or in similar capacities should so indicate.) RYDEX Funds - SD

| PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] | | PLEASE DO NOT USE FINE POINT PENS. | WHEN PROPERLY SIGNED, SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO DIRECTION IS SUPPLIED, THE PROXY WILL BE VOTED FOR THE PROPOSALS THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE "FOR" PROPOSALS 1, 2 AND 3. FOR AGAINST ABSTAIN 1. THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN RYDEX SERIES FUNDS AND PADCO ADVISORS, INC.* (All Rydex Series Funds EXCEPT Absolute Return Strategies Fund and Hedged [ ] [ ] [ ] Equity Fund) 2. THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN RYDEX SERIES FUNDS AND PADCO [ ] [ ] [ ] ADVISORS, INC.* (Absolute Return Strategies Fund and Hedged Equity Fund only) 3. THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN RYDEX DYNAMIC FUNDS AND PADCO [ ] [ ] [ ] ADVISORS, INC.* (All Rydex Dynamic Funds) * PADCO Advisors, Inc. and PADCO Advisors II, Inc. collectively do business as Rydex Investments. PLEASE SIGN AND DATE ON THE REVERSE SIDE. RYDEX Funds - SD | |