-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BYwV8wQNj7ufikhfmgbDyFDRFBL57PAEaxuEBavg9T12EhV82Sp3r6+U/RQgzCKr 7sV13sc2iy5AK0d7MhO38Q== 0000950123-09-016360.txt : 20090623 0000950123-09-016360.hdr.sgml : 20090623 20090623170706 ACCESSION NUMBER: 0000950123-09-016360 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090623 DATE AS OF CHANGE: 20090623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYDEX SERIES FUNDS CENTRAL INDEX KEY: 0000899148 IRS NUMBER: 521820225 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-160175 FILM NUMBER: 09905886 BUSINESS ADDRESS: STREET 1: 9601 BLACKWELL ROAD STREET 2: SUITE 500 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301-296-5100 MAIL ADDRESS: STREET 1: 9601 BLACKWELL ROAD STREET 2: SUITE 500 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: RYDEX SERIES TRUST DATE OF NAME CHANGE: 19930714 CENTRAL INDEX KEY: 0000899148 S000003763 Multi-Hedge Strategies Fund CENTRAL INDEX KEY: 0000899148 S000003762 Hedged Equity Fund C000010435 H RYSTX C000010436 A RYSLX C000010437 C RYSSX N-14 1 g53836_series-n14.txt As Filed with the U.S. Securities and Exchange Commission on June 23, 2009 File No. 333-158016 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933(X) Pre-Effective Amendment No.___( ) Post-Effective Amendment No. 1 (X) RYDEX SERIES FUNDS (Exact Name of Registrant as Specified in Charter) 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850 (Address of Principal Executive Offices) (Zip Code) (301)296-5100 (Registrant's Telephone Number, Including Area Code) Richard Goldman 9601 Blackwell Road Suite 500 Rockville, Maryland 20850 (Name and Address of Agent for Service of Process) Copies to: W. John McGuire Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004 It is proposed that this filing will become effective (check appropriate box): _X_ immediately upon filing pursuant to paragraph (b) of rule 485 ___ on (date) pursuant to paragraph (b)(1)(v) of rule 485 ___ 60 days after filing pursuant to paragraph (a)(1) of rule 485 ___ on (date) pursuant to paragraph (a)(1) of rule 485 ___ 75 days after filing pursuant to paragraph (a)(2) of rule 485 ___ on (date) pursuant to paragraph (a)(2) of rule 485 EXPLANATORY NOTE This Amendment to the Registration Statement on Form N-14 of Rydex Series Funds, filed with the U.S. Securities and Exchange Commission on March 16, 2009 (File No. 333-158016), is being filed to add Exhibit (J) to Part C of the Registration Statement. No information contained in Parts A or B of the Registration Statement, which are incorporated herein by reference in their entirety, is amended, deleted or superseded hereby. PART C OTHER INFORMATION ITEM 23. EXHIBITS: (a)(1) Certificate of Trust dated February 10, 1993 of Rydex Series Funds (the "Registrant" or the "Trust") is incorporated herein by reference to Exhibit (1)(a) of Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the U.S. Securities and Exchange Commission (the "SEC") via EDGAR Accession No. 0000906287-96-000141 on October 30, 1996. (a)(2) Registrant's Declaration of Trust dated March 13, 1993 is incorporated herein by reference to Exhibit (1)(b) of Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000906287-96-000141 on October 30, 1996. (a)(3) Amendment dated November 2, 1993 to the Registrant's Declaration of Trust dated March 13, 1993 is incorporated herein by reference to Exhibit (a)(3) of Post-Effective Amendment No. 40 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000912057-00-034316 on August 2, 2000. (a)(4) Amendment dated February 25, 2000 to the Registrant's Declaration of Trust dated March 13, 1993 is incorporated herein by reference to Exhibit (a)(4) of Post-Effective Amendment No. 40 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000912057-00-034316 on August 2, 2000. (a)(5) Amendment dated November 21, 2005 to the Registrant's Declaration of Trust dated March 13, 1993 is incorporated herein by reference to Exhibit (a)(5) of Post-Effective Amendment No. 61 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0001169232-06-001381 on March 3, 2006. (b) Registrant's Amended and Restated Bylaws are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 61 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0001169232-06-001381 on March 3, 2006. (c) Not applicable. (d)(1) Advisory Agreement dated January 18, 2008 between the Registrant and PADCO Advisors, Inc. is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 75 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-000948 on April 21, 2008. (d)(2) Schedule A, as last amended February 26, 2009, to the Advisory Agreement dated January 18, 2008 between the Registrant and PADCO Advisors, Inc. is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (d)(3) Expense Limitation Agreement dated May 1, 2006 between the Registrant and PADCO Advisors, Inc., with respect to the Commodities Strategy Fund, is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 76 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 1 0000935069-08-001345 on May 30, 2008. (d)(4) Advisory Agreement dated January 18, 2008 between the Registrant and PADCO Advisors, Inc., with respect to the Multi-Hedge Strategies Fund (formerly, the Absolute Return Strategies Fund) and Hedged Equity Fund, is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 75 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-000948 on April 21, 2008. (d)(5) Schedule A, as last amended February 26, 2009, to the Advisory Agreement dated January 18, 2008 between the Registrant and PADCO Advisors Inc., with respect to the Multi-Hedge Strategies Fund (formerly, the Absolute Return Strategies Fund) and Hedge Equity Fund, is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (d)(6) Investment Sub-Advisory Agreement dated August 29, 2007 between PADCO Advisors, Inc. and Valu-Trac Investment Management Limited, with respect to the International Opportunity Fund (formerly, the International Rotation Fund), is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment No. 72 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-07-002646 on November 8, 2007. (d)(7) Revised Schedule A to the Investment Sub-Advisory Agreement dated August 29, 2007 between PADCO Advisors, Inc. and Valu-Trac Investment Management Limited, with respect to the International Opportunity Fund (formerly, the International Rotation Fund), is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (d)(8) Investment Sub-Advisory Agreement dated March 6, 2009 between PADCO Advisors, Inc. and Security Global Investors, LLC, with respect to the Global 130/30 Strategy Fund and Global Market Neutral Fund, is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 87 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-000880 on March 30, 2009. (e) Distribution Agreement dated January 18, 2008 between the Registrant and Rydex Distributors, Inc. is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment No. 75 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-000948 on April 21, 2008. (f) Not applicable. (g)(1) Custody Agreement dated November 30, 1993 between the Registrant and Star Bank, N.A. (now, U.S. Bank, N.A.) is incorporated herein by reference to Exhibit 8 of Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC on October 30, 1996. (g)(2) Amendment dated April 24, 2008 between the Registrant and U.S. Bank, N.A. (formerly, Star Bank, N.A.) to the Custody Agreement dated November 30, 1993 between the Registrant and Star Bank, N.A. (now, U.S. Bank, N.A.) is incorporated herein by reference to Exhibit (g)(2) of Post-Effective Amendment No. 76 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-001345 on May 2 30, 2008. (g)(3) Amended and Restated Foreign Custody Manager Agreement dated April 24, 2008 between the Registrant and U.S. Bank, N.A. (formerly, Star Bank, N.A.) is incorporated herein by reference to Exhibit (g)(3) of Post-Effective Amendment No. 76 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-001345 on May 30, 2008. (g)(4) Revised Schedule II to the Amended and Restated Foreign Custody Manager Agreement dated April 24, 2008 between the Registrant and U.S. Bank, N.A. (formerly, Star Bank, N.A.) is incorporated herein by reference to Exhibit (g)(4) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (g)(5) Special Custody and Pledge Agreement dated March 9, 2009 by and among the Registrant, Pershing LLC, PADCO Advisors, Inc. and U.S. Bank National Association, with respect to the Global 130/30 Strategy Fund, is incorporated herein by reference to Exhibit (g)(5) of Post-Effective Amendment No. 88 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-000929 on April 1, 2009. (g)(6) Special Custody and Pledge Agreement dated March 9, 2009 by and among the Registrant, Pershing LLC, PADCO Advisors, Inc. and U.S. Bank National Association, with respect to the Global Market Neutral Fund, is incorporated herein by reference to Exhibit (g)(6) of Post-Effective Amendment No. 88 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-000929 on April 1, 2009. (h)(1) Amended and Restated Service Agreement dated November 15, 2004 between the Registrant and Rydex Fund Services, Inc. is incorporated herein by reference to Exhibit (h)(1) of Post-Effective Amendment No. 57 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-05-001236 on May 24, 2005. (h)(2) Amendment dated February 26, 2009 to the Amended and Restated Service Agreement dated November 15, 2004 between the Registrant and Rydex Fund Services, Inc. is incorporated herein by reference to Exhibit (h)(2) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (h)(3) Accounting Services Agreement dated September 25, 1996 between the Registrant and Rydex Fund Services, Inc. is incorporated herein by reference to Exhibit (9)(d) of Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000906287-96-000141 on October 30, 1996. (h)(4) Amendment dated February 26, 2009 to the Accounting Services Agreement dated September 25, 1996 between the Registrant and Rydex Fund Services, Inc. is incorporated herein by reference to Exhibit (h)(4) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. 3 (h)(5) H-Class Shares Shareholder Services Plan dated May 20, 2002, as amended and restated August 28, 2006, is incorporated herein by reference to Exhibit (h)(5) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (h)(6) Form of Sub-Transfer Agency Agreement between Rydex Fund Services, Inc. and Security Investors, LLC is incorporated herein by reference to Exhibit (h)(6) of Post-Effective Amendment No. 91 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001339 on May 29, 2009. (i)(1) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP, with respect to each series of the Trust (except the Long/Short Commodities Strategy Fund), is incorporated herein by reference to Exhibit (i) of Post-Effective Amendment No. 77 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-001690 on July 29, 2008. (i)(2) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP, with respect to the Long/Short Commodities Strategy Fund, is incorporated herein by reference to Exhibit (i)(2) of Post-Effective Amendment No. 82 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-003028 on December 17, 2008. (i)(3) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP, with respect to Investor2 Class Shares of the U.S. Government Money Market Fund, is incorporated herein by reference to Exhibit (i)(3) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001175 on May 7, 2009. (i)(4) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP, with respect to the Managed Futures Strategy Fund, is incorporated herein by reference to Exhibit (i)(4) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (j) Opinion of Morgan, Lewis & Bockius LLP, regarding certain tax matters, is filed herewith. (k) Not applicable. (l) Not applicable. (m)(1) Amended and Restated Distribution and Shareholder Services Plan for Advisor Class Shares and C-Class Shares dated August 28, 2000 is incorporated herein by reference to Exhibit (m)(11) of Post-Effective Amendment No. 43 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000912057-01-525748 on July 30, 2001. (m)(2) Amendment dated May 21, 2001 to the Amended and Restated Distribution and Shareholder Services Plan dated August 28, 2000 for Advisor Class Shares and C-Class Shares is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment No. 43 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000912057-01-525748 on July 30, 2001. 4 (m)(3) Amendment dated February 26, 2009 to the Amended and Restated Distribution and Shareholder Services Plan for Advisor Class Shares and C-Class Shares dated August 28, 2000 is incorporated herein by reference to Exhibit (m)(3) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (m)(4) Distribution Plan for H-Class Shares dated February 25, 2000 is incorporated herein by reference to Exhibit (m)(11) of Post-Effective Amendment No. 40 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000912057-00-034316 on August 2, 2000. (m)(5) Amendment dated February 26, 2009 to the Distribution Plan for H-Class Shares dated February 25, 2000 is incorporated herein by reference to Exhibit (m)(5) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (m)(6) Distribution Plan for A-Class Shares dated November 5, 2001 is incorporated herein by reference to Exhibit (m)(8) of Post-Effective Amendment No. 57 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-05-001236 on May 24, 2005. (m)(7) Amendment dated February 26, 2009 to the Distribution Plan for A-Class Shares dated November 5, 2001 is incorporated herein by reference to Exhibit (m)(7) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (n)(1) Amended and Restated Rule 18f-3 Plan dated August 28, 2000, as amended and restated February 26, 2009, is incorporated herein by reference to Exhibit (n) of Post-Effective Amendment No 87 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-000880 on March 30, 2009. (n)(2) Revised Schedule A to the Amended and Restated Rule 18f-3 Plan dated August 28, 2000, as amended and restated February 26, 2009, is incorporated herein by reference to Exhibit (n)(2) of Post-Effective Amendment No. 90 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-001135 on April 30, 2009. (o) Not applicable. (p)(1) Combined Code of Ethics for the Registrant, Rydex Dynamic Funds, Rydex Variable Trust, Rydex ETF Trust, PADCO Advisors, Inc. d/b/a Rydex Investments, PADCO Advisors II, Inc. d/b/a Rydex Investments, Rydex Capital Partners I, LLC, Rydex Capital Partners II, LLC, and Rydex Distributors, Inc. is incorporated herein by reference to Exhibit (p)(1) of Post-Effective Amendment No. 39 to Rydex Variable Trust's Registration Statement on Form N-1A (File No. 333-57017), as filed with the SEC via EDGAR Accession No. 0001104659-09-009522 on February 13, 2009. (p)(2) Code of Ethics for Valu-Trac Investment Management Limited is incorporated herein by reference to Exhibit (p)(3) of Post-Effective Amendment No. 28 to the Registration Statement of Rydex Variable Trust (File No. 333-57017), as filed with the SEC via EDGAR Accession No. 0001104659-07-071077 on September 25, 2007. (p)(3) Code of Ethics of Security Global Investors, LLC is incorporated herein by reference to Exhibit (p)(3) of Post-Effective Amendment No. 78 to the Registrant's Registration Statement on Form N- 5 1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-08-002290 on September 12, 2008. (q) Powers of Attorney for Carl G. Verboncoeur, Werner E. Keller, Thomas F. Lydon, Corey A. Colehour, J. Kenneth Dalton, John O. Demaret, Patrick T. McCarville, and Roger Somers are incorporated herein by reference to Exhibit (q) of Post-Effective Amendment No. 87 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-000880 on March 30, 2009. ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT: As of the date of this Registration Statement, the Registrant owned 100% of the Rydex Series Funds Managed Futures Strategy Fund CFC and Rydex Series Funds Commodities Strategy Fund CFC, each an exempted company organized under Cayman Islands law. The Registrant is not under common control with any other person. ITEM 25. INDEMNIFICATION: The Registrant is organized as a Delaware statutory trust and is operated pursuant to a Declaration of Trust, dated as of March 13, 1993, as amended (the "Declaration of Trust"), that permits the Registrant to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to the limitations imposed by the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended. The Registrant's Declaration of Trust provides that officers and trustees of the Trust shall be indemnified by the Trust against liabilities and expenses of defense in proceedings against them by reason of the fact that they each serve as an officer or trustee of the Trust or as an officer or trustee of another entity at the request of the entity. This indemnification is subject to the following conditions: (a) no trustee or officer of the Trust is indemnified against any liability to the Trust or its security holders which was the result of any willful misfeasance, bad faith, gross negligence, or reckless disregard of his duties; (b) officers and trustees of the Trust are indemnified only for actions taken in good faith which the officers and trustees believed were in or not opposed to the best interests of the Trust; and (c) expenses of any suit or proceeding will be paid in advance only if the persons who will benefit by such advance undertake to repay the expenses unless it subsequently is determined that such persons are entitled to indemnification. The Registrant's Declaration of Trust provides that if indemnification is not ordered by a court, indemnification may be authorized upon determination by shareholders, or by a majority vote of a quorum of the trustees who were not parties to the proceedings or, if this quorum is not obtainable, if directed by a quorum of disinterested trustees, or by independent legal counsel in a written opinion, that the persons to be indemnified have met the applicable standard. ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER PADCO Advisors, Inc., d/b/a Rydex Investments, (the "Adviser") is the investment adviser for each series of the Trust. The Adviser also serves as investment adviser to a number of other investment companies. The principal address of the Adviser is 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850. The Adviser is an investment adviser registered under the Investment Advisers Act of 1940. Any other business, profession, vocation or employment of a substantial nature in which each director or principal officer of each investment adviser is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee are 6 as follows:
- ---------------------------------------------------------------------------------------------------------------------------- POSITION NAME WITH ADVISER OTHER BUSINESS - ---------------------------------------------------------------------------------------------------------------------------- Richard M. Goldman Chief Executive Officer Chief Executive Officer (CEO) and Director of PADCO Advisors II, Inc. (CEO) and Director ------------------------------------------------------------------------ Chief Executive Officer (CEO), President and Director of Rydex Distributors, Inc. ------------------------------------------------------------------------ Senior Vice President of Security Benefit Corporation ------------------------------------------------------------------------ President and Managing Member Representative of Security Investors, LLC ------------------------------------------------------------------------ Director of Security Distributors, Inc ------------------------------------------------------------------------ Director, First Security Benefit Life Insurance and Annuity Company of New York ------------------------------------------------------------------------ President and Chairman of the Board of Security Funds ------------------------------------------------------------------------ President and Managing Member Security Global Investors, LLC ------------------------------------------------------------------------ CEO and President, Rydex Holdings LLC - ---------------------------------------------------------------------------------------------------------------------------- Michael P. Byrum Chief Investment Officer CIO, Director, President and Secretary of PADCO Advisors II, Inc. (CIO), President, ------------------------------------------------------------------------ Secretary and Director Secretary of Rydex Fund Services, Inc. ------------------------------------------------------------------------ CIO of Rydex Holdings, LLC ------------------------------------------------------------------------ Trustee and Vice President of Rydex Series Funds ------------------------------------------------------------------------ Trustee and Vice President of Rydex Dynamic Funds ------------------------------------------------------------------------ Trustee and Vice President of Rydex Variable Trust ------------------------------------------------------------------------ Trustee and Vice President of Rydex ETF Trust ------------------------------------------------------------------------ Manager of Rydex Specialized Products, LLC ------------------------------------------------------------------------ Secretary of Advisor Research Center, Inc. ------------------------------------------------------------------------ Director of Rydex Variable Managed Futures Strategy CFC ------------------------------------------------------------------------ Director of Rydex Managed Futures Strategy CFC ------------------------------------------------------------------------ Director of Rydex Series Funds Long/Short Commodities Strategy CFC ------------------------------------------------------------------------ Director of Rydex Variable Long/Short Commodities Strategy CFC ------------------------------------------------------------------------ Director of Rydex Variable Commodities Strategy CFC ------------------------------------------------------------------------ Director of Rydex Series Funds Commodities Strategy CFC - ---------------------------------------------------------------------------------------------------------------------------- Thomas Kaehr Vice President and Vice President and Treasurer of PADCO Advisors II, Inc. Treasurer ------------------------------------------------------------------------ Treasurer of Rydex Holdings, LLC. ------------------------------------------------------------------------ Treasurer of Rydex Distributors, Inc. ------------------------------------------------------------------------ Treasurer of Rydex Fund Services, Inc. ------------------------------------------------------------------------ Vice President and Treasurer of Rydex Specialized Products, LLC ------------------------------------------------------------------------ Vice President, Controller and Treasurer of Security Benefit Corporation ------------------------------------------------------------------------ Vice President, Controller and Treasurer of Security Benefit Life Insurance Corporation ------------------------------------------------------------------------ Controller and Treasurer of First Security Benefit Life Insurance and Annuity Company of New York ------------------------------------------------------------------------ Vice President, Controller and Treasurer of Security Benefit Mutual Holding Co. ------------------------------------------------------------------------ Treasurer of Security Distributors, Inc. ------------------------------------------------------------------------ Treasurer of Security Financial Resources, Inc. ------------------------------------------------------------------------
7
- ---------------------------------------------------------------------------------------------------------------------------- POSITION NAME WITH ADVISER OTHER BUSINESS - ---------------------------------------------------------------------------------------------------------------------------- Treasurer of Security Financial Resources Collective Investments, LLC ------------------------------------------------------------------------ Treasurer of SE2, Inc. ------------------------------------------------------------------------ Treasurer of Security Investors, LLC ------------------------------------------------------------------------ Treasurer of Security Global Investors, LLC ------------------------------------------------------------------------ Treasurer of Security Benefit Clinic & Hospital - ---------------------------------------------------------------------------------------------------------------------------- Joanna M. Haigney Chief Compliance Officer Chief Compliance Officer of PADCO Advisors II, Inc. and Vice President ------------------------------------------------------------------------ Director of Rydex Distributors, Inc. ------------------------------------------------------------------------ Chief Compliance Officer and Secretary of Rydex Series Funds ------------------------------------------------------------------------ Chief Compliance Officer and Secretary of Rydex Dynamic Funds ------------------------------------------------------------------------ Chief Compliance Officer and Secretary of Rydex ETF Trust ------------------------------------------------------------------------ Chief Compliance Officer and Secretary of Rydex Variable Trust ------------------------------------------------------------------------ Chief Compliance Officer of Rydex Advisory Services, LLC. - ----------------------------------------------------------------------------------------------------------------------------
Valu-Trac Investment Management Limited ("Valu-Trac") is the investment sub-adviser for the Trust's International Opportunity Fund. The principal address of Valu-Trac is Mains of Orton Fochabers, Moray, Scotland IV32 7QE. Valu-Trac is an investment adviser registered under the Investment Advisers Act of 1940.
-------------------------- ------------------------------- ----------------------------------------------------------------- POSITION NAME WITH VALU-TRAC OTHER BUSINESS -------------------------- ------------------------------- ----------------------------------------------------------------- R. Peter W. Millar CA Chief Executive Officer Chief Executive Officer of Valu-Trac Investment Research Limited -------------------------- ------------------------------- ----------------------------------------------------------------- Sole Proprietor of Valu-Trac Research, Orton Estate, and Orton Farms ----------------------------------------------------------------- Executive Director of Valu-Trac Master Fund SPC, Valu-Trac Strategic Fund SPC, Valu-Trac Strategic Fund LLC, Valu-Trac Funds PLC, and Spey Fishing Trust Ltd. ----------------------------------------------------------------- Non-Executive Director of Pahlson Moller Ltd. ----------------------------------------------------------------- Trustee of R.P.W. Millar 1998 Discretionary Trust -------------------------- ------------------------------- ----------------------------------------------------------------- Malcolm G. Strang Steel Non-Executive Director Partner of Turcan Connell, Solicitors WS ----------------------------------------------------------------- Partner of Greenhead Farm ----------------------------------------------------------------- Non-Executive Director of Gleneagles Farms, Ltd., Hope Sixteen (Properties) Ltd., Hope Sixteen (Trustees) Ltd., Logie Enterprises Ltd., Princes Exchange (Nominees) Ltd., Princes Exchange (Trustees) Ltd., Prospero Trustees, Ltd., Relugas Farms Ltd., TC Nominees (No. 1) Ltd., TC Nominess (No. 2), TC Nominees (No. 3) Ltd., TC Nominees (No. 4) Ltd., TC Nominess (No. 5) Ltd., Turcan Connell (PEP Nominess) Ltd., Turcan Connell (Trustees) Ltd. and Valu-Trac Investment Research Ltd. -------------------------- ------------------------------- ----------------------------------------------------------------- Anne Laing Chief Compliance Officer Executive Director of Valu-Trac Funds PLC -------------------------- ------------------------------- -----------------------------------------------------------------
Security Global Investors, LLC ("SGI") is the investment sub-adviser for the Trust's Global 130/30 Strategy Fund and Global Market Neutral Fund. The principal address of SGI is 801 Montgomery Street, 2nd Floor, San Francisco, California 94133-5164. SGI is an investment adviser registered under the Investment Advisers Act of 1940. 8
-------------------------- ------------------------------- ----------------------------------------------------------------- POSITION NAME WITH SGI OTHER BUSINESS -------------------------- ------------------------------- ----------------------------------------------------------------- Richard M. Goldman President and Manager Chief Executive Officer (CEO) and Director, PADCO Advisors, Inc.; Chief Executive Officer (CEO) and Director, PADCO II Advisors, Inc.; Chief Executive Officer (CEO), President and Director, Rydex Distributor, Inc.; Senior Vice President, Security Benefit Corporation; President and Managing Member Representative, Security Investors, LLC; Director, Security Distributors, Inc.; Director, First Security Benefit Life Insurance and Annuity Company of New York; President and Chairman of the Board, Security Funds; President and Managing Member Security Global Investors, LLC; CEO and President, Rydex Holdings LLC -------------------------- ------------------------------- ----------------------------------------------------------------- Amy J. Lee Secretary Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Corporation; Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company; Secretary, Security Investors, LLC; Secretary and Chief Compliance Officer, Security Distributors, Inc.; Chief Compliance Officer & Secretary, Rydex Distributors, Inc.; Secretary, Security Funds & SBL Fund; Associate General Counsel, First Security Benefit Life and Annuity Company of New York; Secretary, Security Financial Resources, Inc.; Secretary, Security Financial Resources Collective Investments, LLC; Assistant Secretary & Assistant Treasurer, Security Benefit Clinic & Hospital -------------------------- ------------------------------- ----------------------------------------------------------------- Brenda M. Harwood Chief Compliance Officer Vice President , Director & Assistant Treasurer, Security Distributors, Inc.; Vice President & Chief Compliance Officer, Security Investors, LLC; Chief Compliance Officer & Treasurer, Security Funds & SBL Fund -------------------------- ------------------------------- ----------------------------------------------------------------- Thomas R. Kaehr Treasurer Vice President and Treasurer, PADCO II Advisors, Inc; Vice President and Treasurer PADCO Advisors, Inc.; Treasurer, Rydex Holdings, LLC; Treasurer, Rydex Distributors, Inc.; Treasurer of Rydex Fund Services, Inc.; Vice President and Treasurer of Rydex Specialized Products, LLC; Vice President, Controller and Treasurer of Security Benefit Corporation; Vice President, Controller and Treasurer of Security Benefit Life Insurance Corporation; Controller and Treasurer of First Security Benefit Life Insurance and Annuity Company of New York; Vice President, Controller and Treasurer of Security Benefit Mutual Holding Co.; Treasurer of Security Distributors, Inc.; Treasurer of Security Financial Resources, Inc.; Treasurer of Security Financial Resources Collective Investments, LLC; Treasurer of SE2, Inc.; Treasurer of Security Investors, LLC; Treasurer of Security Global Investors, LLC; Treasurer of Security Benefit Clinic & Hospital -------------------------- ------------------------------- ----------------------------------------------------------------- John D. Boich Vice President & Head of N/A Global Equity -------------------------- ------------------------------- -----------------------------------------------------------------
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-------------------------- ------------------------------- ----------------------------------------------------------------- POSITION NAME WITH VALU-TRAC OTHER BUSINESS -------------------------- ------------------------------- ----------------------------------------------------------------- Kris A. Robbins Manager Chairman of the Board, President, and Chief Executive Officer (CEO), Security Benefit Mutual Holding Company; Chairman, President and CEO, Security Benefit Corporation; Chairman, President and CEO, Security Benefit Life Insurance Company; Chairperson and CEO, First Security Benefit Life Insurance and Annuity Company of New York; Chairman, President & CEO, Security Benefit Clinic and Hospital; Manager, Rydex Holdings, LLC -------------------------- ------------------------------- -----------------------------------------------------------------
Additional information as to any other business, profession, vocation or employment of a substantial nature engaged in by each such officer and director is included in the Trust's Statement of Additional Information. ITEM 27. PRINCIPAL UNDERWRITERS (a) Rydex Distributors, Inc. serves as the principal underwriter for the Registrant, Rydex Variable Trust, Rydex Dynamic Funds and Rydex ETF Trust. (b) The following information is furnished with respect to the directors and officers of Rydex Distributors, Inc.
--------------------------------- -------------------------------------- ----------------------------------------------- NAME AND POSITIONS AND POSITIONS AND PRINCIPAL BUSINESS ADDRESS OFFICES WITH UNDERWRITER OFFICES WITH REGISTRANT --------------------------------- -------------------------------------- ----------------------------------------------- Richard M. Goldman Director, CEO, & President None --------------------------------- -------------------------------------- ----------------------------------------------- Catherine Ayers-Rigsby FINOP & CFO None --------------------------------- -------------------------------------- ----------------------------------------------- Marc Zeitoun Director None --------------------------------- -------------------------------------- ----------------------------------------------- Amy Lee Chief Compliance Officer None & Secretary --------------------------------- -------------------------------------- ----------------------------------------------- Keith Fletcher Director None --------------------------------- -------------------------------------- ----------------------------------------------- Joanna Haigney Director Secretary and Chief Compliance Officer --------------------------------- -------------------------------------- ----------------------------------------------- Thomas R. Kaehr Treasurer None --------------------------------- -------------------------------------- ----------------------------------------------- Joseph S. Yoon Assistant Secretary None --------------------------------- -------------------------------------- -----------------------------------------------
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS (a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Registrant's custodian: U.S. Bank, National Association 425 Walnut Street Cincinnati, Ohio 45202 (b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of the Registrant's administrator: Rydex Fund Services, Inc. 10 9601 Blackwell Road Suite 500 Rockville, Maryland 20850 (c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant's adviser, PADCO Advisors, Inc., and sub-advisers, Valu-Trac Investment Management Limited (for the International Opportunity Fund) and Security Global Investors, LLC (for the Global 130/30 Strategy Fund and Global Market Neutral Fund): PADCO Advisors, Inc. 9601 Blackwell Road Suite 500 Rockville, Maryland 20850 Security Global Investors, LLC 801 Montgomery Street 2nd Floor San Francisco, California 94133-5164 Valu-Trac Investment Management Limited Mains of Orton Fochabers Moray, Scotland IV32 7QE ITEM 29. MANAGEMENT SERVICES There are no management-related service contracts not discussed in Parts A and B. ITEM 30. UNDERTAKINGS None. 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 (the "Securities Act") and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-158016 to be signed on its behalf by the undersigned, duly authorized, in the City of Rockville, State of Maryland on the 23rd day of June, 2009. RYDEX SERIES FUNDS * ---------------------------------- Carl G. Verboncoeur President Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE * President and Chief Executive Officer June 23, 2009 - ------------------------------------ Carl G. Verboncoeur * Member of the Board of Trustees June 23, 2009 - ------------------------------------ J.Kenneth Dalton * Member of the Board of Trustees June 23, 2009 - ------------------------------------ John O. Demaret * Member of the Board of Trustees June 23, 2009 - ------------------------------------ Patrick T. McCarville * Member of the Board of Trustees June 23, 2009 - ------------------------------------ Roger Somers * Member of the Board of Trustees June 23, 2009 - ------------------------------------ Corey A. Colehour /s/Michael P. Byrum Member of the Board of Trustees June 23, 2009 - ------------------------------------ Michael P. Byrum
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SIGNATURE TITLE DATE * Member of the Board of Trustees June 23, 2009 - ------------------------------------ Werner E. Keller * Member of the Board of Trustees June 23, 2009 - ------------------------------------ Thomas F. Lydon /s/Nick Bonos Vice President and Treasurer June 23, 2009 - ------------------------------------ Nick Bonos
* /s/ Michael P. Byrum -------------------- Michael P. Byrum * Attorney-in-Fact pursuant to powers of attorney for Carl G. Verboncoeur, Werner E. Keller, Thomas F. Lydon, Corey A. Colehour, J. Kenneth Dalton, John O. Demaret, Patrick T. McCarville, and Roger Somers, which are incorporated herein by reference to Exhibit (q) of Post-Effective Amendment No. 87 to the Registrant's Registration Statement on Form N-1A (File No. 033-59692), as filed with the SEC via EDGAR Accession No. 0000935069-09-000880 on March 30, 2009. 13 EXHIBIT INDEX NUMBER EXHIBIT: EX-99.J Tax Opinion, Morgan, Lewis & Bockius LLP, regarding certain tax matters EX-99.J 2 g53836_ex99-j.txt May 29, 2009 Board of Trustees Rydex Series Funds 9601 Blackwell Road, Suite 500 Rockville, MD 20850 RE: AGREEMENT AND PLAN OF REORGANIZATION, DATED MAY 27, 2009 (THE "PLAN"), ADOPTED BY THE BOARD OF TRUSTEES OF THE RYDEX SERIES FUNDS (THE "TRUST") FOR THE REORGANIZATION OF THE TRUST'S HEDGED EQUITY FUND (THE "ACQUIRED FUND") INTO THE TRUST'S MULTI-HEDGE STRATEGIES FUND, FORMERLY THE ABSOLUTE RETURN STRATEGIES FUND (THE "SURVIVING FUND") Ladies and Gentlemen: You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Fund and the Surviving Fund that will consist of: (i) the transfer of all of the assets of the Acquired Fund to the Surviving Fund in exchange solely for H-Class, A-Class and C Class shares of the Surviving Fund ("Surviving Fund Shares"), (ii) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund, and (iii) the distribution of the Surviving Fund Shares to the shareholders of the Acquired Fund(1) in complete liquidation of the Acquired Fund, all upon the terms and conditions set forth in the Plan (the "Reorganization"). In rendering our opinions, we have reviewed and relied upon (a) the Plan, (b) certain representations concerning the Reorganization made to us by the Trust, on behalf of the funds, in a letter dated May 29, 2009 (the "Representation Letter"), (c) all other documents, financial and other reports and corporate minutes that we deemed relevant or appropriate, and (d) such statutes, regulations, rulings and decisions as we deemed material with respect to this opinion. All terms used herein, unless otherwise defined, are used as defined in the Plan. For purposes of our opinions, we have assumed that the Acquired Fund and the Surviving Fund, as of the Effective Time of the Reorganization, each satisfy and, following the Reorganization, the Surviving Fund will continue to satisfy, the requirements of subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company ("RIC"). Based on the foregoing, and provided the Reorganization is carried out in accordance with the laws of the State of Delaware, the Plan and the Representation Letter, it is our opinion that: 1. The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Surviving Fund will each be a "party to the reorganization" within the meaning of Section 368(b) of the Code. 2. No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Acquired Fund solely in exchange for Surviving Fund Shares and the assumption by - -------------------- (1) In the distribution, Acquired Fund shareholders who hold Acquired Fund H-Class, A-Class and C-Class shares will receive Surviving Fund H-Class, A-Class and C-Class shares, respectively. Board of Trustees Rydex Series Funds May 29, 2009 Page 2 the Surviving Fund of all of the liabilities of the Acquired Fund, pursuant to Section 1032(a) of the Code. 3. No gain or loss will be recognized by the Acquired Fund upon the transfer of all of its assets to the Surviving Fund solely in exchange for Surviving Fund Shares and the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund or upon the distribution of Surviving Fund Shares to shareholders of the Acquired Fund, pursuant to Sections 361(a) and (c) and 357(a) of the Code. 4. No gain or loss will be recognized by the shareholders of the Acquired Fund upon the exchange of their shares of the Acquired Fund for Surviving Fund Shares (including fractional shares to which they may be entitled), pursuant to Section 354(a) of the Code. 5. The aggregate tax basis of Surviving Fund Shares received by each shareholder of the Acquired Fund (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor, pursuant to Section 358(a)(1) of the Code. 6. The holding period of the Surviving Fund Shares received by the shareholders of the Acquired Fund (including fractional shares to which they may be entitled) will include the holding period of the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shares were held as a capital asset as of the Effective Time of the Reorganization, pursuant to Section 1223(1) of the Code. 7. The tax basis of the assets of the Acquired Fund received by the Surviving Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the exchange, pursuant to Section 362(b) of the Code. 8. The holding period of the assets of the Acquired Fund received by the Surviving Fund will include the period during which such assets were held by the Acquired Fund, pursuant to Section 1223(2) of the Code. 9. The Surviving Fund will succeed to and take into account, as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the Treasury Regulations), the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381(b) and (c), 382, 383 and 384 of the Code. Notwithstanding the foregoing opinions, no opinion is expressed as to the effect of the Reorganization on (i) the Acquired Fund or the Surviving Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting and (ii) any shareholder of the Acquired Fund that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system of accounting. Board of Trustees Rydex Series Funds May 29, 2009 Page 3 Our opinions are limited solely to the Reorganization. This opinion letter expresses our views only as to U.S. federal income tax laws in effect as of the date hereof. It represents our best legal judgment as to the matters addressed herein, but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance can be given that the opinions and analysis expressed herein, if contested, would be sustained by a court. Our opinion is based upon the Code, the applicable Treasury Regulations promulgated thereunder, the present position of the Internal Revenue Service as set forth in published revenue rulings and revenue procedures, present administrative positions of the Internal Revenue Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter. Our opinions are conditioned upon the performance by the Trust, on behalf of the Surviving Fund and the Acquired Fund, of its undertakings in the Plan and the Representation Letter. Our opinions are being rendered to the Trust on behalf of the Surviving Fund and the Acquired Fund, and may be relied upon only by the Trust, its Board of Trustees, the Acquired Fund, the Surviving Fund and the shareholders of the Acquired Fund and the Surviving Fund. Very truly yours, /S/ MORGAN, LEWIS & BOCKIUS LLP -----END PRIVACY-ENHANCED MESSAGE-----